The folks over at CNBC asked him some questions about the current BP situation and I thought it would be worth sharing. This is not a transcript but just notes that I took from a recording.

I was actually looking forward to this because I believe it is the first time I’ve heard of a value investor talking about BP.

Now that there is a $20B escrow fund established by BP, is it time to look for value?

Barse: There is another level of certainty that value investors, or contrarians need.
Still too much uncertainty, contingent liabilities that are unknown, timeframes of repayment that are unknown. That can affect your return on investment. Not really safe and cheap, which is what Third Avenue does.

Some value investors have reported that they are taking a dip into BP. Do you think they are just taking a speculative trade here?

Barse: Probably. Because there is still great uncertainty. It is a tough call.

Any analogous situation here from your long investment career?

Barse: Let’s look at Texaco. A company that was solvent that used the bankruptcy process to stem an uncertain liability, stabilize the market, and reorganize the company in a rational way. That might be an avenue for BP.

When you look at the situation, you don’t know the overall. With Texaco you had the whole Pennzoil case. Do you think there would be any benefit for equity investors for filing?

Barse: Our laws are written to protect the debtor. In this case, they are the debtor. It is certainly something that behooves them to look at and analyze. Is it proper for the President to tell them how much to put in an escrow account? Right now it is a company owned by the shareholders.

How will they fund the $20B? Do you think they will do a debt offering?

Barse: Okay so, this is a company that has access to capital markets, but certainly the cost for that access is going to be higher than it was prior to the crisis happening. That is a factor they will work into that decision. This would be a debt offering that would get an oversubscription because it is a great company. It is a company that is certainly a survivor. Long term, this will cost less than the market cap.

So you think it will cost less than $100B?

Barse: Based on what we know, it seems like it will be less than that. But it is an uncertainty and that is why we are not investing in the equity.

Could some bond managers that are unhindered by requirements dealing with ratings look at BP?

Barse: In the market environment of last year when credit was wider in terms of spreads, we launched a focused credit fund to invest in situations like this. We call these special situations and certainly the yield for a BP… We would take a much closer look at a debt offering.

Barse ended with a recommendation that people should look at Hong Kong property stocks.

As you can see, one of the big topics of the discussion was on the newly announced $20 billion dollar escrow account that BP agreed to establish. The New York Times has details on it:

The White House and BP tentatively agreed on Wednesday that the oil giant would create a $20 billion fund to pay claims for the worst oil spill in American history. The fund will be independently run by Kenneth Feinberg, the mediator who oversaw the 9/11 victims compensation fund, according to two people familiar with the deliberations.

The agreement was not final and was still being negotiated when President Obama and his top advisers met Wednesday morning with BP’s top executives and lawyers. The preliminary terms would give BP several years to deposit the full amount into the fund so it could better manage cash flow, maintain its financial viability and not scare off investors.

The talks have been complicated by the fact that BP’s ultimate liabilities for the cleanup and lost business are unknowable since the two-month-old leak of its well in the Gulf of Mexico could be spewing oil for months more. To date, BP has spent more than $1 billion on containment, cleanup and claims from the Coast Guard, fishermen, oil workers and other businesses from Louisiana to Florida.

BP Agrees to Set Aside About $20 Billion for Spill Claims (NYTimes)

Overall, I think his approach is a good example of real value investing. A lot of pretenders are out there, looking at the stock, and they do these really simple (or poor) calculations. They will look at the operating cash flows and not the capital expenditures. Or they will assume a payout of $X billion dollars over 20 years when maybe the requirement will be payments in 5 years. Maybe as a result of this spill, BP will have a much more difficult time getting contracts to do deepwater exploration and as a result, their franchise will be permanently impacted. With all the uncertainties it is a really difficult call when you are trying to determine BP’s intrinsic value.

I think that Barse’s idea of looking at the debt is a good one. The recent downgrades by Fitch and others will preclude certain bond managers from buying their debt. Plus there will be a social stigma attached that might lead environmentalist groups to urge pension funds and endowments from BP related investments. These situations could make the debt offer an attractive yield to agile, unhindered investors.

Edit: Whitney Tilson is another value investor who has actually been bullish on BP for over a week. Still, I think Barse’s insights — especially from his bankruptcy background add a lot of value since it is a scenario that has been talked about.

Lawmakers in Michigan seem intent on curbing his efforts:

A bill wending its way through the Legislature aimed at protecting a small insurance company from a hostile takeover will have a chilling effect on investment and job creation in the state, an opponent said today.

Sardar Biglari, CEO of San Antonio-based Biglari Holdings, which owns 19 Steak ‘n Shake restaurants in Michigan, said the measure — which passed the Senate last month to block his company from acquiring Fremont InsuraCorp. of West Michigan — sends the wrong message to potential investors.

“This bill will send a signal that Michigan poses greater risks, greater uncertainty than other states,” said Biglari, who was in Lansing to meet with members of the House Insurance Committee, which is scheduled to take up the bill Thursday.

He said his holding company has no intention of moving the small insurer out of Michigan or of laying off its 75 employees. The only change in the works is to replace the company’s CEO, he said…

The legislation would require approval of two-thirds of outstanding shares of a company to elect director candidates who are not backed by a majority of that company’s board of directors. Biglari, who owns nearly 10 percent of Fremont InsuraCorp., said the bill would make it “nearly impossible to consummate the transaction.” He said the measure dilutes shareholder rights.

Biglari added he’s looking to acquire other businesses in Michigan and said the outcome of this legislation “will determine our level of interest.”

Cobb said the bill is narrowly tailored to block the takeover of Fremont and would affect only a couple other companies in the state.

“We don’t think it will have an effect on outside investment,” he said. “Shareholders will still have their say.”

Bill seen as roadblock to takeover of Fremont insurer

The really unfortunate thing here is that if a company in Michigan underperforms, with legislation like this in place, it will be extremely difficult to turn them around. Shareholders will have a say, but it will be weakened. Michigan should by now be well acquainted with how insulated management teams can run amok, after all, US taxpayers had to bailout their state when GM and Chrysler went bankrupt. It seems as if they haven’t quite learned the lesson yet.

From little more than a $1.8 million stake in a small chain of buffets, Sardar Biglari was now managing a holding company with a market value of more than $340 million. Though the company will likely end up growing through busi- nesses outside the restaurant industry, the Steak n Shake brand will continue to be its figurehead. And whether or not they thrive depends on if they can keep cus- tomers coming in the door. If the success of McDonald’s and In-N-Out Burger are any indication, a well-run restaurant chain like Steak n Shake can be both popular and profitable.

The Steak n Shake Company is now on solid footing. But the actual turna- round, one that may leave the company unrecognizable from its prior form, has just begun. “Naturally,” says Biglari, “we have a fairly lengthy journey before reach- ing our goals. We will do what it takes to prevail.”

The Restaurant Investor by Max Olson

What I wanted to do though, was highlight a few parts of the letter where I thought we could take a look at his methodology for looking at stocks. The idea here isn’t to find potential buys, but to see how he looks at companies.

Bank of America (NYSE:BAC)

-Paulson believes that by 2011, banks will have passed the write down cycle and return to growth in 2012.
-They are using a 10x normalized earnings multiple for large banks and the team estimates BAC to be worth $29.81 per share in 2011. Current shares trade at $16.35, so you are looked at almost 40% annualized.
-They expect provision for credit losses to come down quite a bit from 2008 levels, to 1.75%. That figure, $16,357 is about 61% of 2008′s numbers.

Then, there is Paulson’s gold position. If you looked at the latest 13F-HR filings, there are a lot of ways that investors have been playing gold. Some are going after miners, others are gaining exposure via ETFs, and then there are some that are trying to get their hands on the physical asset.

Paulson mentions two gold miners in his portfolio. This is how he looks at them:

-Five gold mining stocks comprise 14% of their portfolio.
-All five stocks would have upside in a flat environment, but an even higher upside in a rising price environment.
-AngloGold Ashanti (NYSE:AU) is the third largest gold producer in the world but trades at a lower Price/NAV than peers. So this is a value play based on comps.
-The company has a number of figures, which could contribute to its peer undervaluation:
1. Exposure to South Africa
2. Declining production profile
3. Large hedge book
4. Poor safety record.
-Paulson & Co. believe that the new CEO, Mark Cutifani would be a catalyst for change in the company and indeed: the company diversified out of South Africa, reduced their hedge book, increased their production profile, and improved their safety record.

So what we can take away here is that Paulson and his team were looking for a gold miner undervalued, relative to peers and viewed Cutifani, a great mining operator, as a catalyst.

Then, there is Gabriel Resources (TSE:GBU)

-Gabriel is another miner with an event catalyst
-The company is the largest potential goldmine in Europe and Paulson & Co. own 19.9% of it.
-NGOs have stymied the process for the mine to get their permit due to environmental concerns
-Newmont Mining and Electrum Strategic are other large owners of the company with 16% and 19% stakes
-Though the company trades at only $2 per share, the upside can go to $6-8 and $8-12 if they receive their permit and start production.

Gabriel appears to be a low risk high uncertainty situation with a binary outcome. Without their permit, the company is likely to trade flat while having a number of potential catalysts in place to unlock value.

Be sure to read the rest of the letter at the NYTimes Dealbook.

If past takeover attempts by Steak n Shake’s new chairman and chief executive are any indication, the 75-year-old burger chain soon may be recast as a corporate raider.

Sardar Biglari, the young Texan who took control of the Indianapolis-based company last year, has quietly remade the cheeseburger purveyor into a holding company — a business whose business is owning other businesses.

It gives the 32-year-old chairman of Steak n Shake an open hand to invest what the company calls “surplus cash” in whatever strikes his interest. In the past, those interests have included failed efforts to take over the bartering exchange service ITEX Corp. and California-based Jack in the Box.

Biglari’s new plan for Steak n Shake was noted in an amendment to a loan agreement with Fifth Third Bank reported by the restaurant chain to the U.S. Securities and Exchange Commission.

Biglari himself can tap Steak n Shake for “up to $10 million of surplus cash to make investments of any lawful nature,” says the July 8 report filed with the SEC.

It’s also nice to see Kevin Byun get quoted, he’s one of the brightest fund managers that I’ve had the opportunity to meet:

Kevin Byun, managing director of Denali Investors, a New York investor that owns shares of Steak n Shake, said he expects the holding company strategy could pay off as investments begin to lift Steak n Shake’s stock value.

“I’m actually quite optimistic with the whole holding company framework,” Byun said. “He has the authority to make investments over a wide area that will be to the advantage of Steak n Shake shareholders.”

Armed and ready to raid? (IndyStar.com)

Read the full article, there are a number of different takes on the situation.

Be sure

Here’s what I said:

One thing I’m wondering is whether we’ll see a merger between Steak N Shake (SNS) and Western Sizzlin (WEST). It would be a little similar to what Eddie Lampert did with Kmart and Sears. The same could happen with Steak N Shake with Western Sizzlin since both are in the restaurant industry, we could see some cost savings and synergies achieved by merging. Although getting the financials to work out, especially currently, would be a major stretch.

Sardar Biglari is CEO of Steak N Shake! (Street Capitalist)

At the time it seemed highly unlikely because Steak N Shake had a number of issues relating to debt and management that needed to be worked out. The common thread here is value investor Sardar Biglari, who manages the Lion Fund. As chairman of both companies, Biglari has implemented a holding company structure in both of them.

The real benefit here is simplification in the organization structure. Merging both companies will preserve the benefits and reduce the redundancies of running two different holding companies.

So let’s look at the transaction and figure this out. For shareholders, the changes are on the WEST side rather than the SNS side.

The Letter of Intent contemplates that on or prior to closing Western will distribute to its stockholders all of the SNS shares beneficially owned by Western. Further, under the terms of the Letter of Intent, the consideration payable to Western’s stockholders will be based on a net transaction valuation of approximately $22,959,000.00. At closing, each share of Western’s common stock would be converted into the right to receive an amount equal to approximately $8.11 in the principal amount of debentures issued by SNS. It is anticipated that the SNS debentures will have a term of five (5) years, will bear interest at the rate of 14 percent per annum and will be pre-payable without penalty at the option of SNS after one (1) year from the date of issuance.

The Steak n Shake Company and Western Sizzlin Corporation Announce Intent to Merge

From Western Sizzlin’s 10Q we know that Western Acquisitions owns 1,5553,545 shares of SNS. Shareholders of WEST own 85.1% of Western Acquisitions. So this means that WEST shareholders control 1,322,066.79 shares of SNS. There are 2.38M shares of Western Sizzlin outstanding.

1 share of WEST = 0.466 shares of SNS + $8.11 in SNS debenture.

The debentures pay a rate of 14% per annum, creating an added incentive for WEST shareholders. For SNS shareholders, I think the real question is going to be whether or not the integration of WEST adds any real benefit to justify the debentures. I would guess that there is a long term benefit from owned Western Sizzlin. Western Sizzlin’s restaurant operations alone will likely add about $2.2M per year in FCF which could be used for accretive investments which would benefit shareholders of Steak N Shake.

Today is the Western Sizzlin annual meeting in New York. I expect that we’ll see some interesting conversations come out there. I’ll be sure to link to any blogs that post up notes from the meeting. I’m sure more details surrounding the proposed merger will be out by then so we can do a more comprehensive analysis.

Flickr / Peasap

Tariq Ali: Could you give us your brief career history?

Paul Sonkin: I bought my first stock with my bar mitzvah money. I went to college and when I graduated it was when Drexel had just went belly up and I was looking for sell side research positions. I couldn’t really find any because all the assistant positions got taken up by those ex-Drexel people, so I worked at the Securities and Exchange Commission. It was a lot of fun spending a year and a half there and spending a year and half at Goldman Sachs. My career was going in one direction and my interests were going in another, so I went back to business school and I graduated in 1995. I worked for Chuck Royce for 3 years and then worked for First Manhattan which is Sandy Gottesman’s firm for a year and then I started Hummingbird about 10 years ago. That’s sort of a nutshell.

Tariq Ali: You often hunt in the nano-cap space, how do you find out about these companies? Is it like Buffett said, that you need to just “Start with the A’s” or do you use things like screens or local news periodicals?

Paul Sonkin: You know I’d say that most of my ideas come off of the new lows list. I take that that’s sort of the best hunting ground. And then the other thing that I do is I have these lists of companies i’ve owned before or am interested in. And then I get the news headlines for them on a daily basis and then I do a lot of keyword searches for like spinoffs, liquidations, merger arbitrage, stuff like that. And then I go to conferences I source my ideas pretty much from everywhere. The only place where I don’t source my ideas from is Wall Street. Not a lot of Wall Street research at all.

Tariq Ali: Yeah, that 52 weeks low list really exploded a few months ago.

Paul Sonkin: Yeah. And I guess that in times like that there’s so much to look at you can almost close your eyes and buy anything.

Tariq Ali: A lot of the companies you invest in are pretty small. Do you ever interact with the management of companies you invest in? How receptive are they to your ideas? Many of these companies have small shareholder bases, do you ever have to work with them to help promote changes in these companies?

Paul Sonkin: I guess. Yes and no. Sometimes they are very receptive sometimes they’re not receptive. I would say that we always talk to management over the phone and we’ll sort of have them walk us through the story and we’ll discuss their capital allocation decisions and just you know, go through various things like that.

Tariq Ali: And one thing I noticed is that some of the companies in this size range may have an incredibly small shareholder base. Do you ever work with these shareholder bases?

Paul Sonkin: Yeah, it’s very common.

Tariq Ali: And the other thing I noticed with some of them is they don’t register with the SEC, is this ever a problem for you? Do you ever have issues trusting their financial statements?

Paul Sonkin: No, I’d say that usually the financial statements are pretty good with the ones that don’t file. Sometimes they just file once a year. But it’s sort of like how the old pink sheets used to be.

Tariq Ali: You teach students value investing at Columbia Business School. When analyzing securities in the micro-cap/nano-cap space, are the methods different than researching mid-caps / large caps?

Paul Sonkin: Well yeah. You know it’s always easier to analyze something that’s simpler than something thats more complicated. So think of it as if you were dissecting a human body as opposed to an amoeba. You know when you have a company where there are just fewer moving parts it’s just easier to do the analysis. So that’s why we’ll keep track of 100 different companies and it’s pretty easy to do that because there’s just less to analyze.

Tariq Ali: I saw in another interview, you mentioned how the portfolio works at Hummingbird where you almost allocate 50% of the portfolio to arbitrage situations. Could you talk a little bit about position sizing — does your firm put limits, do you have a hard formula for that kind of thing?

Paul Sonkin: You know I’d say that we used to have much more stringent limits but what we’ve found is that lately there aren’t that many interesting arbitrage deals. So we have allocated a lot more money to the general portfolio. So its become a little bit overweighted in that respect.

Tariq Ali: About the arbitrage part of the portfolio, with my own portfolio I’ve participated in a few small, odd-lot tender kinds of things. Does your firm deviate from small micro-caps/nanocaps for arbitrage or do you stick in the same space?

Paul Sonkin: We do a lot of small odd-lots and other forms of arbitrage. We really don’t deviate because the competition there are the big arb funds and they have a mandate to put a lot of capital to work so the spreads and risk/reward scenarios aren’t appealing. With these larger deals you can do these odd-lots, like if they’re tender but they’re going to do it on a pro-forma basis if you own less than 99 shares usually you can tender into that. So it’s possible to do odd-lots with larger tender offers but it’s not an area of our focus.

Tariq Ali: In another interview, you mentioned Seth Klarman as an investment hero. Reading Margin of Safety, he talks a lot about looking at investments with potential catalysts. Is this a case for you to, do you look out for certain catalysts or is it more of buying low and eventually the market will figure it out?

Paul Sonkin: You always want to look for a catalyst but sometimes there is no catalyst. So with Steinway (NYSE:LVB) there’s no real catalyst there. Earnings will recover and that will be the catalyst but the catalyst isn’t obvious and when it is obvious it’s too late.

Tariq Ali: Do you think you could walk us through a failed past investment?

Paul Sonkin: I guess like other value investors, we’ve paid homage to newspaper stocks. We had one called American Community Newspapers (OTC:ACNIQ) which we thought they had a little bit of a different business model because while they were dependent upon advertising they weren’t really dependent on subscription revenue. What happened was that business just completely imploded. So I think that all value investors have paid homage to old media companies and that was one failed investment that we had.

Occasionally we’re going to get caught in other situations where you get involved and the problems are more than you thought. So a company like that was Meade Instruments (NASDAQ:MEAD) where we were an activist and got a board seat. By the time we got inside we realized that the business was in much worse shape than we would have thought. We would have done fine except the economy was the kind of nail in the coffin.

Tariq Ali: Could you talk a little bit then about shareholder activism. Is it a strategy you actively utilize at Hummingbird or is it more of a strategy of last resort?

Paul Sonkin: We don’t go into any situations with the intention of being activists. There are some people who do that and it’s just not a focus for us. I guess there are cases where we felt as though they weren’t being fair for shareholders and we stuck up for our rights but I don’t see us going on boards in the future.

Tariq Ali: Since you told us about a failed/disappointing past investment, could you walk us through one you’ve been pleased with?

Paul Sonkin: There are some we have now that we think will do quite well going forward. Rand Logistics (NASDAQ:RAND) is a large position for us. The interesting thing about Rand is they’re embarking on doing an acquistion of a company that’s in bankruptcy. So we expect that acquisition, if they complete it, will be an accretive acquistion even though they’re going to have to issue quite a few shares. But just looking at the business on a standalone basis you figure that they’re projected to do $16M of EBITDA this year. They’ll have $6M of CapEx, $4M of interest, and $1M of preferred dividends, which leaves you with about $5M dollars. If you take that and divide that by 12.7 million shares you get about $.40 per share of FCF for March 2010. For March of 2011 we think they’ll do $0.75 of FCF and for March of 2012 we think they’ll do about $1.00 of FCF and the stock is currently trading below $3.00 so we think that’s extremely attractive.

Another company we have a significant investment in is Southpeak Interactive (OTC:SOPK). I think the video gaming companies have had a lot of pressure because some believe that people may just download video games off the internet for free but they can’t get the same kind of experience on a game played online as they can on a CD that they buy. That company is trading at $0.60 and they have about 51 million shares outstanding so figures about a $31M market value with about $5M of interest bearing debt. So you’re talking about $36M, this is a company that could easily do north of $100M in sales at 8% operating margins. So we think that that is a pretty attractive situation. It’s in a very sexy niche and they just brought on the ex-CEO of Take Two Paul Eibeler Interactive as a board member which gives added credibility to the company. Terry Phillips is a very good manager who is very well known in the industry. They’re executing very well and we feel like we’ll make a multiple on our investment going forward.

Tariq Ali: Could you talk a little about Fortress International (NASDAQ:FIGI) with your take on the situation there?

Paul Sonkin: I think it’s a very very well run company. I think that they had some challenges with some of their customers getting financing but I think that long term it’s going to be a great investment because it’s a play on server farms and on these data processing facilities. Even though near term they may not put up great numbers. I think that long term they’re capable of some meaningful earnings growth and generating a lot of free cash flow. I was sitting with the CEO of the company about a month ago and if you just look at the companies that they’ve done initial build outs for I think they can get about $400M of revenue just by building out the facilities that they’ve already started to work on. Because when you put up a facility if they put up a 150,000 facility, they may only build out 20,000 feet but as more tenants come in they get that add on work.

Tariq Ali: As a teacher, do you have any advice for students of value investing right now?

Paul Sonkin: I think that it’s a great time for young people to be getting into the business. If you look, a lot of the firms were created after the aftermath of the 20′s and there were a lot of firms created after the 70′s. I think that there are a lot of firms that will be created out of the aftermath of 2008. So I think that it’s a good time to be getting into the business. Usually, the advice that I give my students is to keep your eyes open and your mouth shut. One of the pearls of wisdom that I give them is if your boss asks you for a red umbrella, don’t bring him a blue one and explain how it’s going to keep him dry. Just give your boss what he wants. I think that there are a lot of people who start working that get off on the wrong foot.

Tariq Ali: Do you have any book recommendations?

Paul Sonkin: There are several books that I really like. I like Hidden Champions by Hermann Simon. David Dreman wrote a book back in the 70′s called Psychology and the Stock Market. Another one I really like is Style Investing by Richard Bernstein. And all of the classics.

Tariq Ali: Thank you so much Paul for taking the time to do our interview.  We wish you the best of luck!

I really enjoyed having the opportunity to interview Sonkin. During the interview, I learned quite a bit about his process and I hope you did too. Here are some thoughts:

For his search strategy, It looks like following the 52 Week Lows is your best bet. In addition though, Sonkin mentions that he employs keyword searches to find things like liquidations and other special situations. There’s a few ways to do this. One, you can set up alerts with the SEC database to send you a message whenever a particular company has filed a document you’re looking out for. Different SEC filings correspond to different corporate events, there are filings for spinoffs, material events, tender offers, and so on. Or, you could rig up your own Yahoo! News Alert so that whenever a story comes with a particular trigger word, such as liquidation, you’d get notified so you can quickly act. Other things are more simple. For example, Sonkin mentioned that he keeps a list of companies that they watch. These are things you just have to do on your own, it becomes easier after you’ve analyzed more and more companies. Right now I’m throwing a number of companies in the too expensive pile, but I look at how they perform over time. Eventually maybe something will happen to cause a company to fall below its intrinsic value and because you’ve already done work on it, you’ll be able to act quickly.

I hope you noticed that when I said small companies, I meant it. Fortress International only has a market cap $13.67M, Southpeak Interactive trades at a $24.78M, Rand Logistics at $37.13M, and Steinway at about $102M. My guess is that most of these companies will have little by way of analyst coverage or attention on Wall Street or CNBC. The advantage is simple: less coverage means there’s less eyes on them and produces greater opportunities for you, the small investor. The market in these area is generally less efficient and the businesses are actually rather simple. I think that companies of this size are better for newer investors because like Sonkin says, they’re much easier to analyze. Steinway is going to have less moving parts than a company like Kraft and it means you can hone in on your analysis better.

I also thought it was interesting that Sonkin sees some of these companies as ones with great long term prospects to grow as business. I know that other investors only venture into companies of this size range in order to find net-nets or special situations, but it seems like Sokin is taking a much comprehensive approach. To find these kinds of companies you’re probably going to have to broaden your search a bit in order to find them, since they may not come up on an ordinary screen. Sonkin’s Fortress International investment is probably the best example of this.

I haven’t read any of the books that Sonkin mentioned but Hidden Champions looks to be very interesting. The book is a study on small companies (that most people may never have heard of) that are market leaders in their respective areas. Such a book could probably prove helpful for analyzing some of these tiny companies from a qualitative perspective.

Hopefully you enjoyed my first interview here at Street Capitalist, I plan on doing more of these in the near future but with readership participation. I think that they’re great learning tools for students of investing because you’re able to pick the brains of people with more experience in the field. I already know that I’ve learned a lot from this interview with Paul Sonkin.

The CIT deal is particularly interesting because the funds doing the deal are led by some of the best people in the investment business. Bill Gross – PIMCO, Seth Klarman – the Baupost Group, Howard Marks – Oaktree Capital, and Jeff Aronson – Centebridge Partners. In special situations like these, investors are sometimes able to create extremely preferential terms that limit their downside, creating a wide margin of safety.

Here’s a look at CIT’s 8-K:

The Credit Facility has a two and a half year maturity and bears interest at LIBOR plus 10%, with a 3% LIBOR floor, payable monthly. It provides for (i) a commitment fee of 5% of the total advances made thereunder, payable upon the funding of each advance, (ii) an unused line fee with respect to undrawn commitments at the rate of 1% per annum and (iii) a 2% exit fee on amounts prepaid or repaid and the unused portion of any commitment.

The Credit Facility will be secured by a perfected first priority lien on substantially all unencumbered assets of the Guarantors, which shall include 100% of the stock of CIT Aerospace International, and 65% of the voting and 100% of the non-voting stock of other first-tier foreign subsidiaries (other than direct subsidiaries of the Company), in each case owned by a Guarantor.

Borrowings under the Credit Facility will be used for general corporate purposes and working capital needs and to purchase notes accepted for payment in the Offer (as defined below); provided that, except with the consent of a committee of lenders under the Credit Facility (the “Steering Committee”), no portion of the proceeds of the Credit Facility or collateral securing the Credit Facility may be used to pay principal or interest on the August 17 Notes (as defined below), other than pursuant to the Offer (as defined below), or, following the consummation of the Offer, on the maturity date of the August 17 Notes.

The Credit Facility includes a minimum collateral coverage covenant. The covenant requires the ratio of the book value of the collateral securing the Credit Facility to the loans outstanding thereunder to exceed 5:1 as of the end of each fiscal quarter commencing as of the fiscal quarter ending September 30, 2009, and the ratio of the fair value of the collateral securing the Credit Facility to the loans outstanding thereunder to exceed 3:1 as of the end of each fiscal year commencing with the fiscal year ending December 31, 2009. The Credit Facility also contains customary affirmative and negative covenants, including, among other things and subject to certain exceptions, limitations on the ability of Borrowers and subsidiaries to incur additional indebtedness, incur liens, make material non-ordinary course asset sales, make certain restricted payments (including paying any dividends on any of the Company’s preferred or common stock without the consent of a majority in number of the members of the Steering Committee), make investments, engage in certain fundamental changes, engage in sale and leaseback transactions, engage in transactions with affiliates, and prepay certain indebtedness.

CIT Group (8k)

So far, the consensus is that Baupost and others got a steal of a deal.

Caroline Salas and Pierre Paulden of Bloomberg have a great article that stresses the limited downside of the deal:

Pacific Investment Management Co., Centerbridge Partners LP and the four other bondholders that put up $2 billion in financing for CIT Group Inc. made an instant $100 million on an investment analysts say is almost risk free…

Bondholders made $2 billion available immediately and promised another $1 billion by the end of the month. The group received a 5 percent commitment fee on the 2 ½ year loan, amounting to $100 million on the $2 billion already provided. They will receive a 1 percent annual payment on the amount that’s not drawn upon, the company said.

And some choice words by Sean Egan:

The book value of the collateral must be more than five times the amount of the loan and the so-called fair value must be more than triple the debt, the filing said. If CIT wants to retire the loan early, it must pay a 2 percent exit fee in addition to a prepayment premium of 6.5 percent on the amount it wants to reduce, the filing said. The 6.5 percent will decline to zero over 18 months.

Interest will be set at 10 percentage points more than the London interbank offered rate, which will have a floor of 3 percent. Three-month Libor was set at 0.502 percent today.

Even if CIT fails, the bondholder group will probably make money because of the collateral, according to Sean Egan, president of Egan-Jones Ratings Co. in Haverford, Pennsylvania. The lenders have “virtually 100 percent assurance” they’d be able to recoup all their money in a bankruptcy, said Sameer Gokhale, an analyst with Keefe Bruyette & Woods Inc. in New York.

‘Don Corleone Financing’

“This is called Don Corleone financing,” Egan said, referring to the patriarch in the organized-crime family depicted in the 1972 film, “The Godfather.” “You can’t lose money on this deal.”

Outside of the “urban underworld,” Egan, 52, said he couldn’t recall seeing a loan backed by as much collateral that paid interest rates so high. “These terms would make a pawn- shop operator blush.”

CIT Hit With Interest Rate More Than 25 Times Libor (Update2)

Deals like this, while unavailable to ordinary investors will likely serve as lessons for what happens when an over leveraged company faces problems with financing. Liquidity crunches seem to be creating a number of great opportunities for investors who are willing to remain rational. Often, as management is threatened by bankruptcy, they’re more than willing to bend over backwards to cede terms in order to secure the capital that they desperately need.

Mr. Biglari commented, “I would like to thank Wayne for his guidance over the last several months. In reviewing Steak n Shake and beginning to implement its restructuring, the Board and I concluded that to achieve the best results, we need an executive who will be focused on restaurant operations. As a consequence, we will seek a president with significant restaurant experience to concentrate on improving restaurant operations, whereas I will assume the CEO position, leading the organization principally from a strategic, financial, and governance perspective. Concurrently, we are presently undergoing a comprehensive examination of the company and are in the process of implementing a restructuring program — closing underperforming locations, reducing G&A, shortening hours of operation in many locations, and other initiatives — all on the premise that Steak n Shake will be managed based on cash flows in order to create long-term value for shareholders. Steak n Shake is an iconic brand with greatly talented people working throughout the organization. Because of all these advantages, I am confident we will regain the chain’s prior status as a great company. Details of our plan will be disclosed within the next 60 days in a shareholder letter.”

The Steak n Shake Company Announces Change in Leadership (Yahoo)

My reaction to this change is positive but mixed. Biglari became chairman with the intention of helping influence the board into finding someone to run operations for Steak N Shake (SNS). The fact that this has not happened is a little disappointing, but I know that Biglari is working 17 hour days and he has already had a positive effect at the company (steering SNS to tax savings). I’d rather that we patiently wait for the right president to be found. We’re going to need someone good in order to excel in this kind of economic climate.

One thing I’m wondering is whether we’ll see a merger between Steak N Shake (SNS) and Western Sizzlin (WEST). It would be a little similar to what Eddie Lampert did with Kmart and Sears. The same could happen with Steak N Shake with Western Sizzlin since both are in the restaurant industry, we could see some cost savings and synergies achieved by merging. Although getting the financials to work out, especially currently, would be a major stretch.