Could the Bancroft Family Reject a 67% Premium for Dow Jones?

One of the things I look for when picking stocks is high insider ownership. The logic goes that you want people running the company you own to have their interests aligned with yours. Who is more likely to act in the interests of shareholders, someone with a guaranteed salary and bonus or someone with a large stake in the company and performance-based compensation?

However, few companies do fact have high insider ownership, so finding examples that fit the bill can be difficult. If a CEO gets options that are priced below market and vest immediately, he or she will likely sell them right away and not see any meaningful ownership maintained for the long term.

In the case of media company Dow Jones (DJ), you have very high insider ownership (the Bancroft family controls 64% of the voting rights), so you might think they have shareholders’ interests at heart. However, we get news that News Corp (NWS) has offered $60 per share for DJ, a premium of 67 percent, and yet reports have surfaced that the Bancrofts may be prepared to vote against the deal.

How on earth can the Bancrofts reject a $60 cash offer when their stock is trading at $36 per share? Isn’t that a huge disservice to DJ shareholders? Don’t they have a fiduciary responsibility to take the deal? Legally, probably not. They can vote their shares any way they want. Other shareholders should have been well aware that the family has been against a buyout for years, and should have taken that information into account when they made the choice to invest in the company.

Although the Bancrofts have every right to reject the offer, they should do the right thing for their other shareholders. They should take the company private. If you want to keep the company in your family, as it has been for more than 100 years, that’s fine and very understandable. However, when you are part of a public market, you do have a responsibility to your fellow shareholders. It might be legal, but it is absolutely unfair to DJ investors if you reject a $60 offer for shares that the market says are only worth $36 each.

The “low-ball offer” defense won’t work here. If you want to make financially irrational decisions, then take the firm private and run it any way you want. If you want to open the company up to outside investors, then make sure you treat your shareholders with respect. You own the stock, so it’s your choice which road to go down, but it’s unfair to try and have your cake and eat it too. People invest in public companies to make money. If you make it impossible for them to do so, then you shouldn’t be in the public marketplace in the first place.

Full Disclosure: No position in any of the companies mentioned

Blockbuster Lays Out Growth Targets

Blockbuster (BBI) CEO John Antioco, speaking at an investor conference yesterday, said his company could double its online DVD subscriber base to over 4 million during 2007 as its Total Access promotion continues to pay off. Antioco said that in the 60 days since Total Access was unveiled, Blockbuster has signed up 700,000 new subscribers.

These growth numbers are very interesting. Netflix (NFLX) only added approximately 650,000 subscribers in the fourth quarter, which implies that Blockbuster is ahead of its main competitor in grabbing new business right now. Blockbuster stock is reacting positively, as one would expect, jumping 5% to over $6 per share. It will be interesting to see how Netflix’s 2007 growth projections are impacted, if at all, from Blockbuster’s big push aimed directly at them.

Full Disclosure: No positions

Playing the Online DVD Rental Market

After years of trailing Netflix (NFLX), movie rental giant Blockbuster (BBI) has finally realized that it might have a competitive advantage over its main rival; about 8,500 storefronts worldwide. By integrating in-store and online DVD rentals into its new Total Access movie rental program, Blockbuster is finally making some gains at Netflix’s expense.

However, looking at the share prices of both companies, one has to wonder if Wall Street is too optimistic about Netflix’s future and too pessimistic about that of Blockbuster. Despite having annual revenue that trounces NFLX by a factor of four, Blockbuster’s market cap ($1.09 billion) trails that of Netflix ($1.75 billion) by nearly 40 percent. Netflix’s EBITDA for the first nine months of 2006 came in at $46 million, only 25% of Blockbuster’s $188 million.

So, Blockbuster at first blush appears to be a much cheaper stock with 60% of the market cap of Netflix, but with 4 times as much revenue and EBITDA. Even using a P/E ratio, which hurts Blockbuster given they have a fairly high debt load, BBI shares trade at more than a 10% discount to Netflix based on 2007 projections.

Given these numbers, there has to be some explanation for the wide valuation disparity. Growth investors would surely point out that Netflix is focused solely on the high growth online DVD rental market, whereas the bulk of Blockbuster’s business comes from the storefront, which is a deteriorating market.

That said, Blockbuster’s 8,500 stores are worth something, even if it is far less than five or ten years ago, and Netflix has no stores. Going forward, does NFLX have an advantage over Blockbuster when it comes to securing incremental online DVD rental customers? Making the case that they do is difficult, especially since BBI is now allowing customers to return their online DVD rentals at local stores.

Another way to look at it is to analyze the online DVD rental market itself. I have made the point before on this blog that five or ten years from now it is very possible that nobody will be renting DVD’s on a web site and returning them through the mail. The cable companies seem to have a powerful distribution network via the on-demand model, and there is no reason to think that every movie that Blockbuster and Netflix have could be part of a mass digital library, accessible to every customer who has a cable box.

If the online mail order model does indeed go away, it would be hard to argue that Netflix is better positioned than Blockbuster. Both companies could very well die under such a scenario, but Wall Street seems to be unfairly down on Blockbuster’s prospects versus those of Netflix. The current valuation disparity seems pretty drastic to me, and I’m not sure it makes any sense.

As always, your comments and opinions are welcome.

Full disclosure: No positions in BBI or NFLX.

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.