Street Capitalist: Event Driven Value Investments

Max Olson of Future Blind has put together a great article that chronicles the career of Sardar Biglari, CEO of Steak N Shake (NYSE:SNS). Be sure to read the full article:

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

The folks over at Dealbook have Paulson’s 3Q investor letter up. The letter is peppered with his insights from stocks to defaulted bonds.

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.

The Indy Star has a new article by Ted Evanoff about the merger between Steak N Shake (NYSE:SNS) and Western Sizzlin (NASDAQ:WEST):

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

A year ago, I remember thinking about this exact possibility, that Steak N Shake (NYSE:SNS) and Western Sizzlin (NASDAQ:WEST) could merge.

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.

Paul Sonkin, manager of the Hummingbird Value Fund, is an awesome investor and a great guy. I’m extremely grateful that Sonkin was willing to contribute his time to this interview (the first interview here at Street Capitalist). I wanted to interview Sonkin in particular because his fund employs a strategy accessible to all of us small investors. Some of the companies are absolutely tiny on a market cap basis and he goes after arbitrage situations that most investors will never hear of. This style of investing embraces the advantages of a small investor and allows you to exploit greater inefficiencies in the market, as many of these neglected companies are too small for the big Wall Street firms to cover or invest in. I hope you enjoy the interview and let me know if you think I should do more of these.

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.

While many investors are questioning whether the current rally in equity markets is sustainable, one area I’m seeing a lot of activity by noted value investors is in the distressed debt market. In general, the best deals here are being made on terms that are simply unavailable to the ordinary investor. Still, I think these are worth studying, they might be useful lessons for future investments.

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.

Today Steak N Shake (NYSE SNS) annouced that Sardar Biglari will serve as Chief Executive Officer:

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.

In my previous post I put up a transcript of an interview with Joel Greenblatt on his magic formula book. Here’s another interview (May 15, 1997) I found on CNBC about his older book You Can Be a Stock Market Genius: Uncover the Secret Hiding Places of Stock Market Profits. This is by far my favorite investing book and is worth taking a look at for its material on special situations/ balance sheet event driven investments.

DAVID: Your book says you can be a stock market genius, even if you’re not too smart. What are some of the tricks here that–that–that allow you these kind of astronomical returns?

Mr. GREENBLATT: Well, I think to do it the way everyone else does it every year, 80 percent of the mutual fund managers who do a lot of work, can’t seem to beat the market, you have to take maybe a little different angle. And the way I look at things is if you’re looking in places that other people aren’t, you have a much better chance of beating the market.

DAVID: And these are what you call pockets of opportunity’?

Mr. GREENBLATT: Right. There are some areas of the market where, on average, those areas beat the market just randomly selecting those areas.

DAVID: Let’s talk about spin-off securities, which is one of these pockets. T–tell us about spin-offs–I–the one I talked to you about before we went on the air, that I thought of, was Lucent Technologies–is that an example, wh–when it was spun off by AT&T?

Mr. GREENBLATT: Sure. AT&T actually had two spin-offs last year: One was Lucent Technologies and one was NCR. The one that I purchased was NCR. What happens is, is that–NCR’s a computer company, was a division of AT&T, a telephone company. And to separate itself–this small division from the company–they would distribute shares–AT&T distributed shares to its shareholders in NCR. They weren’t purchased. Just if you owned AT&T shares, you would get a distribution of NCR shares. What happens to these shares is that people who get them sell them off.

DAVID: Mm-hmm.

Mr. GREENBLATT: They bought AT&T–they bought a telephone company. They’re not interested in a computer company that AT&T lost $ 7 billion in in the last six years.

DAVID: Well, they sell them off, though, doesn’t the price go down?

Mr. GREENBLATT: The price–that’s exactly why there’s an opportunity. The people who get the stock don’t want it…

DAVID: Mm-hmm.

Mr. GREENBLATT: …they sell it. You get an initial low price, and w–on average–there was a 30-year study that showed that spin-offs beat the market by 10 percent a year just on average.

DAVID: Got a minute, so we’ll have to split it up. But the other pockets of opportunity–merger securities is another one. Give me an example.

Mr. GREENBLATT: Well, when Viacom purchased Paramount, they purchased it with cash, they purchased it with stock and they purchased it with four other securities–warrants, convertible debentures, things of that nature. If you own stock in Paramount and–and Viacom bought it, you would get stock, you’d get cash and maybe you’d keep those things. But if you get all these securities that you’ve never even heard of, you just sell them off. And there’s an–another opportunity to have extraordinary gains in that area.

DAVID: How do I turn somebody else’s misfortune into my fortune with bankruptcies?

Mr. GREENBLATT: Well, what’s interesting is, in bankruptcies, you don’t really invest in stocks after they go bankrupt, but what you can do is–the way stocks come out of bankruptcy is that they give their creditors, like a bank or a–a–a supplier, stock in the company…

DAVID: Mm-hmm.

Mr. GREENBLATT: …so that they can come out–because they can’t pay off the debt…

DAVID: Right.

Mr. GREENBLATT: …because they don’t have the cash. So these suppliers and banks get stock in a company that they had no interest in getting.

DAVID: Right.

Mr. GREENBLATT: They sell it right off. It’s the same exact opportunity as in spin-offs and merger securities.

DAVID: It’s all in here, “You Can Be a Stock Market Genius, Even If You’re Not So Smart.” Our thanks to Joel Greenblatt, author of “You Can Be a Stock Market Genius.”

While doing some digging I found another interview with Greenblatt about special situations. This interview aired April 24, 1997 on CNNfn:

THIERRY: Some would say you wrote the book on-well, “You Can be a Stock Market Genius Even if You’re Not Too Smart.” It happens to be the title of your book. Is that really true that you can be a stock market genius even if you’re not to smart? Why is that?

GREENBLATT: Well, I mean, if you look at the professionals, 80 percent of them don’t beat the market every year. So, that’s really not the place that you should look, going into work every day, picking stocks. It doesn’t seem to work. So, I think the trick that I put in my book is looking in the right places. There are certain areas of the stock market where, just if you randomly select within those areas, you can beat the market. One of the easiest things for most people to check out for themselves is the area called spin-offs. And studies have shown that spin-offs-companies that were once subsidiaries or divisions of a larger company that get spun off to the shareholders of the larger company-do quite well. In fact, they do twice as well as the market on average.

THIERRY: But you want to know about them while they’re takeover targets.

GREENBLATT: No, these aren’t takeover targets.

THIERRY: Really?

GREENBLATT: What happens is these are small divisions of a company.

THIERRY: Of a company.

GREENBLATT: So, let’s say an insurance company owns a steel company. They could possibly say, listen, people don’t want to own both an insurance company and a steel company in one stock, so what they’ll do is spin off the steel company to their own shareholders. So now, everyone will own shares in a steel company and own shares in an insurance company. And what turns-seems to happen is that the shares that are just distributed-in other words, they’re not sold by brokers or anything else, you just get these shares- seem to perform very well, mainly because they’re priced very low in the beginning. No one wanted these shares. They’re sold off. They trade at low prices, and over the subsequent three years, they beat the market by 10 percent a year. So, in other words, if the market over a long term averages 10 percent a year, these will do 20 percent a year.

METAXAS: So, what opportunities are there right now in the market, and do you think it’s a good time to be looking at some of these situations?

GREENBLATT: Well, you know, I don’t predict the market, really, or where it might go. And I really pick stocks in special situations. And what’s interesting about spin-offs in particular as one area would be they’re always happening. And the reason why they’re cheap has nothing to do with where the market is as the current time. What it has to do with is the fact that people are getting shares that they don’t want, and they sell them.

So, there’s a few coming up right now. In the next few months, Westinghouse (Company: Westinghouse Electric Corporation ; Ticker: WX ; URL: http://www.westinghouse.com) is spinning off their industrial businesses. They’re going to keep TBS and they’re going to change their name to CBS, and there’s going to be a company called Westinghouse Electric which has their industrial business which includes Thermo-King which makes refrigerated trucks. It includes power plant manufacturing and energy manufacturing.

THIERRY: So, you would like the Westinghouse portion of it more than you would like the CBS portion?

GREENBLATT: You know, the funny thing is they both work out. The parent companies do quite well. They beat the market by about 7 percent a year, whereas the spin-offs themselves beat the market by about 10 percent a year.

THIERRY: All right, then take something a little bit more complicated: Pepsi (Company: PepsiCo Incorporated ; Ticker: PEP ; URL: http://www.pepsico.com/). All right, they’re going to spin off, I guess, in three ways or something.

GREENBLATT: Well, actually, Pepsi right now is going to spin off in two ways, except one of their divisions-Pepsi’s going to separate their restaurant business which is Kentucky Fried Chicken, which is Pizza Hut, which is Taco Bell-into a separate company. And Pepsi is going to keep Pepsi and Frito-Lay as one company, and the other company will be those three fast food restaurants. And together they’ll have about 29,000 restaurants. But it will be distributed to Pepsi shareholders who generally were buying because Pepsi’s a good business, just like Coke (Company: The Coca-Cola Company ; Ticker: KO ; URL: http://www.cocacola.com/). It’s-they sell concentrate, and it’s a nice growth business, where the restaurant business has stagnated to some degree. It’s kind of mature business that’s not growing. And that will be appropriate for certain people, and the faster growing soda business will be better for others.

METAXAS: What other themes do you like?

GREENBLATT: Well, another theme that I discuss in the book is buying companies that are coming out of bankruptcy-not going into bankruptcy, and not stocks of companies that just filed for bankruptcy. But what happens in a bankruptcy is that creditors of a bankrupt company-usually a bankrupt company doesn’t have a lot of money. So, they can’t pay off in cash their debts. So, what they give out is stock in the company and the new shares in the new company, the newly recapitalized company, after it comes out of bankruptcy. And a lot of times those share-a bank who gets shares in stock don’t want it. They sell that off, too. So, there’s another opportunity there.

METAXAS: What about insider buying? That’s another one of your themes.

GREENBLATT: Well, in anything that I do, I care that management’s on my side. So, while I said that, for instance, in the spin-off area, that you can double the market just by randomly selecting, I say you can do even better than that.

Let’s-let’s find things that are actually-will do better than the average spin-off which is already doing twice as well. And how do you find those? There are certain things you look at. One of them is insiders want it. That’s the easiest way. If the-I look at how much the insiders are getting paid in common stock and options, and how much they’re getting paid in salary to see how much they’re on my team.

If they’re getting big salaries and they don’t own much stock, I figure their interests aren’t aligned with mine. So, I try to stick to situations where management has a very big incentive to get the stock up. And, even just selecting that one area which is the most important to me, and selecting spin-offs, then you could do incredibly well.

CALLER: Oh good morning everyone. I’m thinking of selling my AT&T (Company: AT&T; Ticker: T; URL http://www.att.com/)and buying Westinghouse?

METAXAS: What do you think?

GREENBLATT: Well, that’s pretty interesting. Westinghouse (Company: Westinghouse Electric Corporation ; Ticker: WX ; URL: http://www.westinghouse.com) is actually going to be spinning off some of their divisions and separating CBS the faster growing and more attractive business from some of their slower growing and industrial businesses. Their core business from the pass. So, it’s a very interesting situation.

I think if you have a long term view of the market, which I think you have to have at this point, stocks are – especially the larger capitalization stocks are pretty high priced at this point, I think some of these will work out and you pick two somewhat depressed stocks; the AT&T and Westinghouse.

METAXAS: AT&T has already gone through that process of spinning off its division.

GREENBLATT: They have. They just spun off NCR which was also an interesting spin off possibility and that’s a stock that I own right now too. AT&T has a difficult challenge. Their business is changing. I don’t know any who really has a handle on how things are going to workout there. I think they should. AT&T should have the biggest advantage. It’s really fixed -costs business where you have everything in place, and if you are the biggest you should have the best costs advantage. So if they get their management act together, AT&T could turnout very well.

METAXAS: But you’d make that trade?

GREENBLATT: Westinghouse – I like playing special situations, when something interesting is happening. I read one report on Westinghouse which suggested that if they could get the ratings up at CBS you could see a $30 stock price near the next two or three years. And I think the industrial businesses could be interesting. It depends really how much debt is put on them, and how the distribution is made. But their both interesting situations. I probably wouldn’t favor one over the other in that stance, and it depends on what your tax situation is. If you can take a short-term tax lost by selling AT&T and swap for a Westinghouse. That might make sense. If you’re going to take a big gain, you know their both fairly attractive.

THIERRY: We’ve got Westinghouse down an 1/8 at 18 and AT&T down at 31. Our next caller is Mike in New Jersey.

CALLER: Hi, how are you doing. Could you tell me your long term on Compaq (Company: Compaq; Ticker: CPQ; URL: http://www.compaq.com/).

GREENBLATT: Well, the way I pick stocks is a know a lot about a few things. And I have a position in a small company that I don’t want to name that sells a lot of Compaq computers, and services . They’ve had a slowdown lately because the changeover in the new chips, and people – company sort of waiting for either the prices of the old stuff to fall, this is the usual game in the computer business or the their new stuff to come out, and sort of in paralysis and then a short term so what they’re going to pick. So, I really don’t have a long term call on Compaq. It’s a technology stock, also out of my

METAXAS: So, you’d just avoid. You think there is plenty else out there for you to be investing in.

GREENBLATT: Well, I think there doesn’t have to be plenty to be investing. I think this is certainly a stock that was market is what they say, in other words I probably wouldn’t buy the S&P 500 here, I think it has had a very nice run. The larger stocks have done very well, and I don’t know how that continues for a long time, and if you look at Warren Buffet’s latest letter, he said most stocks are overvalued at this point, including the ones he own. And what I think he’s talking about because he runs billions of dollars, he talking about the larger stocks. There are bargains in some of the smaller stocks that have gotten beaten up. This has been a large cap rally, and there is still a lot of small stocks that have gotten beaten up already. So that you don’t have to worry about a market fall quite a much. They all fall in a bear market, but if you pick thinks that have been beaten up already, they should rebound maybe sooner.

THIERRY: Well speaking of that, really the rally has been in such narrow for the blue chips you must be concerned about the fact that it has not broaden out,.

GREENBLATT: Number 1 I have no respect for anyone who has an opinion on where the stock markets going.

Having said that, it does scare me a little the big stocks – it’s been a very narrow band of big stocks that have done particularly well and left a small stocks in the dust. The other side of that coin, there may be opportunities in some of the smaller stocks that already been beaten up, and maybe that’s where I’d look if I were going to invest in the market, because I don’t feel like taunting it and I’m just trying to pick my spots a few things that I know well, that I want to buy is the way to play.

CALLER: Yes, I’d like to know how do you find out the information on the executives that have big holdings in companies which you’ve mentioned?

GREENBLATT: That’s a very good question, and it’s-there’s an interesting answer to that. It used to be much harder. You’d have to either write to a company or go down to the SEC and actually get filings or pay a service for–$20, $30-for each filing. Now, you can really get all this stuff for free over the Internet for the price of a phone call.

SEC requires all companies to file under the EDGAR system, and these are all posted on the Internet in a number of different sources, many of which are free. And you can just look it up, usually in the proxy statement it tells you exactly. When you’re talking about a spin-off, they have to file special filing called a form 10 approximately two months before they actually spin off the company.

So, it’s not even trading yet, and you’ll have two months to study up on a company. You don’t really have to have a quote machine or something like that tracking these things. You’ll have a couple of months to do your research. And, since there were about 100 spin-offs last year, and you probably only need five or six different securities in your stock portfolio, there’s plenty to choose from just in that area. So, those are available in the form 10, also available over the Internet for free.

METAXAS: Do you think five or six stocks will do it?

GREENBLATT: Yes. I think that one of the problems and one of the reasons why mutual funds don’t really out-perform the market is they can’t just stick to their five or six or seven best ideas. Generally, they’re running hundreds of millions or billions of dollars and they have to for legal
liquidity and compliance reasons invest in 30, 40, 50, 60, 100, 200 stocks. It’s tough to have 200 good ideas at one time, but it’s not so hard to have five or six good ideas. And that’s why, if you include all the expenses and having to pay their management fees, that’s why most of them under-perform most of the time. And even the ones who do better than average for a year or two, usually there’s no correlation between how they’ll do the next year. So, that’s not even going to help you. So, I think the bottom line is to do it yourself. But you have to put in a little bit of time. But it’s not that hard.

THIERRY: So, you really shouldn’t be running with the herds. In fact, it was said this morning that a lot of mutual fund managers are worried about the Jeffrey Vinik syndrome, and therefore, they want to just invest in the same stocks that every other mutual fund manager is going to invest, so that nobody could get fired, really, for being wrong. I mean, if they’re wrong, they’re wrong with everybody else.

GREENBLATT: I think that’s true, and I think the name of the game really in the mutual fund business is not to make money; it’s to do a little better than the market, or at least not worse than the other mutual fund managers. So, when I invest for myself, I’m trying to make money. When a mutual fund manager who is down 10 percent when the market’s down 20 percent is dancing.

THIERRY: He’s trying to keep his job.

METAXAS: Let’s go to David in New York. Hello, David. You’re on the air, David. All right, David was going to ask about Informix (Company: Informix Corporation ; Ticker: IFMX ; URL: http://www.informix.com/).

GREENBLATT: Well, it’s lucky, because I don’t know anything about it.

THIERRY: All right, well, there you go.

METAXAS: All right.

THIERRY: Let me just ask you then, if you are narrowing it down to the five or six, one of the five or six that you like is American Express (Company: American Express ; Ticker: AXP ; URL: http://www.americanexpress.com/), right?

GREENBLATT: Yes, actually I’m at the tail end of that position. That was a spin-off. They spun off Lehman Brothers(Company: Lehman Brothers Holdings Incorporated ; Ticker: LEH ; URL: http://www.lehman.com/) several years back, and the reason why-and in that case American Express was the parent company. I didn’t-I looked at Lehman Brothers, and the insiders didn’t own much stock. So, that’s one of the things I look at. I usually look at three things, but that’s one of the main things I look at. They didn’t own much stock, so I didn’t want to deal with that. But then I started taking a look at American Express which was the parent company of Lehman Brothers.

One of the reasons that most investors didn’t like the stock is because Lehman’s earnings were so volatile it screwed up the growth picture that was really happening in American Express which has two very good businesses; as a charge card business and an investment management business. So, once that was freed it-and if you subtracted the value of what you got for your Lehman stock and just sold it off, then you were able to create American Express at nine times earnings. And this is a real franchise. This is a Warren Buffet franchise. It turned out about nine months after the spin-off took place, Warren Buffet did take a 10 percent position in American Express, and this was really uncovered through the spin-off process, and so American Express at that time was around $30. And it’s had a great run here, when-where people though that, gee, these are great businesses and they’ve had a huge earnings explosion, should earn over $4 this year. And it’s a very high-quality stock. It has had a nice run.

The only reason I’d hang in there now is because they were in talks with Citicorp (Company: Citicorp ; Ticker: CCI ; URL: http://www.citicorp.com/) at the end of last year. And I think once you’ve decided to sell your company, I think that’s the end of the game. It’s very hard to keep your employees motivated and everything else, and I think they’re in a little bit of Limbo now. And I think when they find the right deal-and Citicorp would have been a very good deal. It probably wouldn’t have been, from what I’ve read, a big premium to the stock price. But, what would happen if Citicorp and American Express merged together, there would be a lot of cost-cutting they’d be able to do, because Citicorp has a huge credit card portfolio, and there would be a lot of overlap and Citicorp would love to have American Express’s investment management business. And, I think both stocks would go up significantly, even if it was a merger of equals.

METAXAS: All right. We have a quick question on banking now from Diana. Good morning, you’re on the air.

CALLER: Yes, good morning, I’m interested in Chase Manhattan Bank (Company: Chase Manhattan ; Ticker: CMB ; URL: http://www.chase.com/), what you think of it. It’s gotten beaten up kind of the last week or so.

GREENBLATT: Well, actually I used to own Chase Manhattan. I actually sold it before it made its big run-up, right around $90. I guess it ran up way past there. I’m not sure where it is today, but in that area. You know, I was a seller of that, basically because you’re sort of-banks have had a very nice run. I try to look at normalized earnings, in order words, how much Chase should earn in a good environment or in an average environment, actually. And I think now we’re a little better than average.

They have a big credit card portfolio, consumers, and every few years the banks blow up in some area. At one point it was foreign loans. Now, I think the next coming crisis and that’s the issue, whether it will come or won’t it come is they have a big exposure in credit card lending. And consumers are really strapped. And I think with the economy still strong, you’re still having huge amounts of bad debt expense for all these credit card companies, and I think that-I think that we’ve hit the peak in that area, and although I don’t think it’s an expensive stock, there are probably cheaper things out there.

So, I think it ran even further than if it was going to normalize. So, I think it’s a good stock, not a great stock.

THIERRY: And, as opposed to spin-offs, we’re seeing so much consolidation in the banking industry right now.

GREENBLATT: Yes, which is a big move. And, obviously, that was- Chase has more than doubled over the last couple of years, and that was really the merger with Chemical. It was a huge cost- cutting benefit, eliminating a lot of duplicate. And that’s- operations-and that’s been the big story in that stock. And that story’s out. They’ve achieved the benefits, or at least it been
assumed that they will achieve the benefits that they planned in the stock price now, and I don’t think it’s overpriced. I just don’t-and relative to the market, it’s probably a good buy. It’s just I think it’s had its run.

THIERRY: All right, let’s go to Alice in New York.

CALLER: Hi, Joel, I just wanted to say I thought your book was terrific. Could you tell me what your favorite spin-off idea is today?

GREENBLATT: Well, there’s one that we own-I really don’t like to tout stocks in general. I mean, the idea behind my book was to really teach people to fish for themselves and they could eat for a lifetime. And one of the-but, one of the things that we do own that
was-is a big cap stock that I don’t think will move the stock one way or the other was a spin-off from, actually, AT&T (Company: AT&T; Ticker: T; URL http://www.att.com/), and that company is NCR (Company: NCR Corporation ; Ticker: NCR ; URL: http://www.ncr.com/).

Back about six or seven years ago, NCR was purchased by AT&T in a hostile deal, and they paid about $7 billion. Since that time, they’ve sunk in about $3 billion into NCR, so that’s about $10 billion. They spun it off in January. Now, the stock with no debt is priced at $3 billion. And, if you really want to look at it, the stock’s at $30. It’s got $11 a share in cash with no debt. So, really, we’re down to a valuation for the actual business of NCR of $1.9 billion. And NCR has a couple of good businesses. I’m not an expert in technology, but this is the way I look at things. If I feel like if I’m not going to lose money, then the other alternatives are pretty good. So, I’m looking down. I have $11 in cash in NCR; the stock’s at $30.

They have a data warehousing business which should do about $800 million in sales this year, and that’s the business where they provide computers for, let’s say, Wal-Mart (Company: Wal-Mart ; Ticker: WMT ; URL: http://www.wal-mart.com/) and they, at the check-out counter, there’s a huge amount of information that flows through there, there are only very few computers that can do it, and NCR is the leader in that field, data warehousing, even though it’s small relative to their $7 billion in sales, it’s a fast growing business. And, other competitors might trade at two or three times sales. Just give that one times sales. That with the cash covers most of the value of the stock. And there’s still over $6 billion of sales left.

THIERRY: All right, there you go.

METAXAS: All right.

THIERRY: Joel Greenblatt, Managing Partner at Gotham Capital. Thank you so much for joining us this morning.

GREENBLATT: Well, thank you for having me.