Harrah’s Apparently Underwhelmed by Offer

While some of the less-knowledgeable anchors on CNBC today were saying that Harrah’s was being bought out by private equity, I couldn’t help but sit back and consider the odds that the casino giant accepts the $81 per share cash offer from Apollo and Texas Pacific. After all, the company’s shares opened at $75.42, jumped to as high as $80.01, and closed back down at $75.62 each.

Since I play arbitrage deals every once in a while, a quote of $75 and change would be intriguing indeed, if the odds of a deal were fairly high. It would likely take 6 to 9 months for a deal to close upon an official agreement, which makes for a nice annualized return for merger arbs. However, after thinking it through, I decided not to pounce yet. And the reasons below might partly explain why the stock is more than $5 below the offer price.

If Harrah’s was truly happy with the offer, wouldn’t they have accepted $81 per share? Instead they merely issued a press release announcing that they had received the offer and formed a special committee to consider it. The way I see it, there are only two reasons why Harrah’s would not have agreed to the proposal. Either they aren’t totally sold on the idea of going private, or they are open to it, but want a better price.

Now it’s true that by making the offer public knowledge, other interested parties could emerge and a bidding war could push the price up. However, we are talking about a $15 billion offer for the HET equity, plus another $10 billion or so in debt, for a total deal value of $25 billion. How many other buyers can afford a deal like this? Not many, so a bidding war seems unlikely.

A more plausible scenario would be for other private equity firms to join in on the bid, allowing for a second offer to be extended if Harrah’s balks at $81 per share. With more investors, the acquiring group can increase their bid, and at the same time, reduce the amount that each must put into the deal.

Who knows exactly what Gary Loveman and the other folks at Harrah’s are thinking here. The offer does represent a 22% premium, but is also slightly below the stock’s 52-week high. Loveman, the CEO of Harrah’s, likely won’t have to worry about losing his job, since it is unlikely that private equity firms have a seasoned gaming executive who would be a better fit for the company. Going private does take away the flexibility of paying for future acquisitions with stock, rather than cash, so that could be a consideration as well.

So how should investors play this? Current holders of HET should hold on, since anything is possible and the stock is not most likely not overvalued at $75 per share. If you are considering getting in as an arbitrage opportunity, make sure you do a stand-alone valuation for the company and feel confident that there is not much downside longer term at $75 should no deal materialize. And finally, for you corporate bond investors out there; Standard and Poor’s downgraded Harrah’s debt to junk status after word of the offer hit the wires. This seems silly to me.

It should be interesting to see how this all plays out and as events unfold, I’ll be sure to post my thoughts.

Disney’s Pixar Buy Looks Even Better

Investors might have been worried when Disney (DIS) announced it would shell out $7 billion for Pixar. However, not only does the animation studio have $1 billion cash on its balance sheet, but Disney announced Monday that it is selling radio station assets to Citadel for $2.7 billion. All of the sudden, DIS only has to cough up about $3 billion of its own money to fund the Pixar acquisition.

Swapping terrestrial radio for a piece of Pixar seems to make sense. By ridding itself of huge licensing payments, Disney should reap much fatter margins on future animated hits. Combined with strong earnings just reported, do recent events make Disney stock a buy?

While Bob Iger’s moves seem to be the right ones, DIS shares don’t look like much of a bargain. Paying 17 times forward earnings for DIS looks steep to me. Plus, the company’s dividend yield is a paltry 1.1 percent, far below the S&P 500’s yield. Investors hoping for great things might be disappointed, but at least the company is making moves.

Changing My Tune on Blockbuster

Many of you may recall my negative piece on Blockbuster (BBI) back in August. At the time the stock was $7 and looked pricey given an extremely competitive business environment and a horrendous balance sheet.

While I still believe video-on-demand is the future, and online DVD rental services are not the answer to BBI’s profit woes, the stock’s swoon to $3.85 as of today’s close signals to me that much, if not all, of the bad news has now been fully priced in.

While a turnaround will not be easy, the company’s stores clearly have some value. Blockbuster’s creditors have been very lenient with respect to possible violations of debt covenants, so bankruptcy in the short-term does not appear to be an issue.

Would I go long now that the stock has dropped 45 percent and could rebound to a decent level? It’s not at the top of my list by any means, as there are many better, safer values to be had.

That said, most of the bad news seems to have played out, so short sellers may be wise to take their hefty profit and move on to something else.

Stern Gets 34M Sirius Shares

The jury is still out on whether or not Sirius Satellite Radio (SIRI) got itself a good deal when it signed Howard Stern to a 5-year, $500 million deal in 2004. Shareholders though, have to question if it was smart to offer Stern and his agent shares of stock, in addition to $100 million a year for his show.

Massive dilution is nothing new to Sirius, as they give stock out without a second thought. CEO Mel Karmazin got $14 million of stock in 2004 alone. This trend explains, in part, why the company is valued at $8.5 billion despite only a $6+ stock price. There are more than 1.3 billion shares outstanding today, and that isn’t even a fully diluted number.

For those keeping track at home, the 34,375,000 share allotment to Howard and his agent, to be delivered on Monday, will be worth $220 million, or 2.6% of the company’s current market value.

Bringing Back Late Fees!?

It turns out that Blockbuster (BBI) franchises across the country are starting to bring back late fees. That’s right, after a huge advertising campaign boasting about no more late fees, many consumers will find them coming back. Why have store owners decided to bring them back? With the program in place, people just keep movies out for weeks at a time, and as a result there isn’t enough inventory in stock to satisfy new release demand.

In the long term, this will be a non-event. We’ll all have a library of thousands of movies at our fingertips via on-demand services at home. In the shorter term though, it will be interesting to see how Blockbuster’s financials are affected. Will the increase in high-margin fee income more than offset the loss of customers who came to Blockbuster because of the lack of late fees? Probably. However, even though franchise owners can choose whether or not to charge late fees, company-owned stores will continue without them, for now at least.

Red Flagging Six Flags

In case you missed it, shares of Six Flags (PKS) have been on quite the run ever since the company put itself up for sale in August, rising from $5 to the current price tag of $7.22 each. There was no doubt that a sale would have been a welcomed event for investors. After all, the company hasn’t made money in years and has over $1 billion in debt (in fact, their debt load is more than 150% of the current market cap).

There is only one problem though. We learned this week that the company is no longer pursuing a sale. The reason? Nobody wants any part of Six Flags. That’s right, after four months of shopping the company, they didn’t get a single offer.

Don’t worry, though. Washington Redskins owner Dan Snyder is now Chairman of the Board and the company has a new CEO, Mark Shapiro. Recently CEO of Snyder’s investment firm, Shapiro, 35, was also formerly an executive at ESPN. What does he know about running a theme park company? I’d presume not much, which can’t be a good sign for investors in PKS.

Is Cable A Value Trap?

Many value investors have loaded up on shares of the nation’s leading cable companies in recent years as share prices have lagged. The Dolan family even considered taking Cablevision (CVC) private, but then pulled the offer off of the table. While the stock of CVC and others such as Comcast (CMCSA) do look attractive by historical measures, the outlook for these operators has changed meaningfully, in my opinion, over the last few months.

The argument for the Comcasts of the world was pretty simple heading into 2005. The stocks were down big, investors were ignoring them, and cash flow was very strong, growing 10% per year. In addition, cable broadband access seemed to be maintaining its lead over the Baby Bells’ DSL offerings.

Since cable modems were faster than digital subscriber lines, and many voice customers were scrapping their landlines, the cable companies stood to benefit greatly by bundling digital cable television, high speed broadband access, and VOIP phone services. Throw in Tivo boxes and video on-demand movies and customers could get everything they needed, on one bill, for $100 to $125 per month.

The stocks have languished this year though, even as financial results have been pretty good. The three-pronged attack of bundling voice, data, and video has hit a snag. Some of these services are simple commodity businesses that anyone can offer. Vonage offers unlimited long distance, just as Comcast does. Since the service is the same, pricing will continue to fall.

Then things got even worse. Companies such as Skype began offering VOIP phone service for free. Rumors began swirling that Google (GOOG) was looking into offering free wireless Internet access in order to drive net traffic to its advertising-based sites.

While pricing for cable television will remain fairly flat, and VoD movie libraries could lead to Blockbuster (BBI) becoming extinct, it is entirely possible that wireless Internet access and VOIP long distance phone service are eventually offered for free. If that happens, the cable companies will be back to only offering one service, not bundling three through a single coaxial cable. If this happens, cable operator stocks will go down in history as a major value trap.

Martha Stewart Living Shares: You’re Fired!

Shares of Martha Stewart’s company were down as much as 20 percent today, after the company reported a pretty bad earnings report. I’ve been very bearish on MSO stock for quite some time now on this blog, but even at $17 and change, I can’t reverse course just yet. I just don’t see how they are going to make any meaningful amount of money, and without consistent profitability, MSO is not worth nearly $1 billion. Even a forward price-to-sales multiple of 3 times (a very rich valuation in my opinion) would mean the stock has further to fall from here.

Is Vegas Growth Peaking?

After exhausting my own reading materials on a recent Southwest Airlines flight to Baltimore, I thumbed through the air carrier’s in-flight magazine entitled Attache. What I found in its pages was very interesting. Nearly every single page of advertising (probably half the entire magazine) had something to do with Las Vegas. Either a plug for a Vegas casino, a specific show at one of the Vegas casinos, or most frequently, a new high-rise condominium project in Vegas.

The constant marketing of Vegas with each turn of the page showed me that growth in that city may very well be peaking. After all, can construction there really accelerate from here? With so much capacity being added to Las Vegas, I can’t help but wonder how all of it is going to be filled. The new Wynn hotel recently opened to much fanfare, and there was even an article about MGM’s new massive building project along with all of those ads. No fewer than a dozen new condo buildings are going up, with the likes of Ivana Trump gracing their colorful advertisements.

While demand may be high, I doubt so much more supply is going to be good for the city. With vacant desert land as far as the eye can see, I sure hope people keep coming to Vegas, both vacationers and new residents. If the economy were to slow down noticeably, travel would likely decrease, leaving billions in new projects at risk. Investing in Vegas now, whether it be via the companies that are building there, or directly in the local real estate market seems like a risky bet to me.

As attractive as the growth opportunities for the country’s largest gaming companies are, I am having a hard time justifying Vegas-related investments at this point in time. The rapid growth could very well continue for several more years, but the downside risk is evident enough to me that I prefer looking elsewhere for my consumer discretionary holdings. In fact, I have sold all gaming related stocks aside from a hedged pair trade of long WYNN, short LVS.

Martha’s Apprentice Starts Slow

Viewership for the premiere of “The Apprentice – Martha Stewart” was below expectations, at 7 million, and shares of Stewart’s company, MSO, have dropped 30% in the last two weeks to under $25 per share. After missing the first episode, I tuned in tonight to see how the show compared to Trump’s version, and also to see David, a contestant who recently graduated from my alma mater.

After an hour, David survived the second week and it was easy to see why ratings have not been very good. Martha just isn’t the draw that Donald Trump is. She’s boring to watch, and her background voiceovers sound like a bad actress reading from a cue card, not someone who draws a lot of attention and interest on television. It takes more than just a successful entrepreneur to draw viewers in prime time. Just ask Mark Cuban after his show, The Benefactor, completely bombed.

Ad pages in Martha’s magazine might be up nicely year-over-year, but Martha Stewart Living Omnimedia stock remains overvalued at 5 times sales.