Tender Your Shares: A How-To Guide For Canadian Investors

Tender Your Shares: A How-To Guide For Canadian Investors

Back in that magical year of 2016, I revealed to y’all that Dream Office REIT was, the largest holding in my TFSA. It alone made up approximately 31% of all assets in my special tax-free fund, or about an 8% total weighting in my portfolio.

I liked Dream because it was stuffed with what I thought was undervalued assets. When the shares dipped below $15 and net asset value was close to $30, I backed up the proverbial truck. NAV was subsequently wrote down to $22, which I thought was a little aggressive. I figured the trust’s true NAV was closer to $25.

Management has been busy in the last year and a half. They ended up selling much of the company’s portfolio, raising a tonne of cash in the process. The proceeds will be used to pay down debt, purchase other assets, and, most importantly for the purposes of this blog post, the company will do a big share buyback.

The rules of this share buyback are relatively simple. Dream has offered to buy 24.444444 million shares from current shareholders for $440 million. It will pay anywhere from $18 to $21 a share. What investors who are interested in selling have to do is tell their broker they’d like to tender their shares to Dream’s offer.

Here’s how you do that.

 The Tender Process

I’m not even sure why I’m writing this blog post, to be honest. Tendering your shares is really easy.

First of all, any company who is going through the tender process will send you the full offer. Spend a little time and read it, but most of the important information will be on the very first page. It’ll tell you the price offered, the total number of shares that’ll be purchased, and so on.

Most tenders are pretty straightforward. The company offers to buy x number of shares for y price. Y is often a range, like with Dream, but it can also be a single amount. If too many shareholders say yes to the offer, then you’ll only sell a pro-rated amount. If it’s a range of values and the company buys the whole allotment at a level below your asking price, you’ll get nothing.

Odd Lot Tenders

One thing of note are odd-lot tenders. If you own an odd number of shares (anything not in equal increments of 100), then you’ll often get first dibs. A provision will be put in the offer saying that all odd-lot tenders will be filled first.

In certain situations, this is an easy way to make some guaranteed money. A couple of years ago, a company called Tier REIT did a tender offer. Shares were trading at $17.50 each. The offer was between $19 and $21 per share, with the guarantee odd-lot tenders would be processed first. So I did what any rational person would do — I bought 99 shares in both my accounts, tendered at $19, and pocketed the guaranteed $300.

The Dream Office tender also guarantees all odd-lot purchases will be filled first. The problem is setting your price. Shares trade hands at $19.40 as I type this. It’s likely people aren’t going to tender for anything under $19.50. But still, where do you set your price? Do you go for the full $21 and maximize your profit? Or do you take the conservative route and go for $20? Or even $19.75? Is such a trade even worth it for $50?

Why am I Tendering?

It’s pretty simple, really. The strategy is to lock in $21 per share today and then buy back at $19.50 or so. I may also decide to move on from Dream, since the dividend going forward is only going to be $1 a share annually. Remember, it was $2.25 annually a couple of years ago. $2.25 was too high, and $1 is probably too low.

$21 will also be a nice ~50% gain on my investment, not including the dividend. I’ve done well on it.

How to Tender

I can only speak of how to tender your shares using Questrade and Qtrade, the two brokers I use. Although the process is likely very similar with every other broker.

Questrade has a really easy system. First you go to My Questrade, and then click on requests. Then you hit corporate actions and fill out the form. Mine looks like this:

tender screen

That’s some high quality account number removin!

It’s a tad bit more difficult if you’re doing this using QTrade. You have to physically call in and talk to someone. I can attest that at least once I’ve talked to someone who had no idea the tender offer existed, which is hella annoying. It’s usually a pretty painless process though.

And that’s it. You’re done. The tender process is easy.

How I Made a 93% Return in 2 Days (Plus Other Portfolio Updates)

How I Made a 93% Return in 2 Days (Plus Other Portfolio Updates)

That’s not even clickbait, either. I really did that well.

Let me take you kids back to a special time in my life, last week. Ah, last week. What a time to be alive. We weren’t at war with North Korea and the UTTER HORROR of the Fyre Festival was yet to be upon us.

And your BOY Nelly was buying himself a stock.

That stock was Canam Group Inc. (TSX:CAM), which might be in the most boring business in the history of the world. The company is the largest fabricator of steel components in North America. These steel structures are then used in buildings, stadiums, bridges, and so on.

Canam has also historically been in the stadium roof business. If you know a stadium with a retractable roof, chances are Canam was involved in it. The roof business isn’t as steady as the steel structures business, since these roofs are complex. In 2011, Canam posted big losses because the new roof for Vancouver’s B.C. Place ended up costing much more than anticipated. The same thing happened in 2016 with some unnamed roof project that was probably the new Atlanta Falcons stadium. So management officially announced they are getting out of the stadium business.

Canam shares ended up reaching a low of $3.19 in late 2011 before recovering to more than $15 in 2014. A similar decline just happened, shares fell from a peak of $15 to below $6 before recovering a bit.

There was more to like about Canam, too. Earnings came in at $1.08 per share in 2015, $0.70 in 2014 and $0.74 in 2013. The company was clearly capable of posting decent earnings when things went right. Shares also traded approximately 50% lower than their stated book value. And I was paid a decent dividend of around 2.5% to wait.

So I jumped in on Tuesday and bought shares at $6.30 each. I set a target price of between $13 and $14, expecting the stock to trade at that level in 2-3 years.

It didn’t take nearly that long. On Thursday morning I woke up to news the founding family (along with a private equity firm) were taking the company private with a bid of $12.30 per share. Shares immediately opened at $12.15 each, and I sold into the strength. I got $12.17 each for my shares.

That translates into a 93.2% return in just two days. If we want to get frisky (or if I just want to brag), that works out to a 17,009% return annualized. Hot diggity daffodils!

And it was in my TFSA account, so that bad boy was all tax free. Now I just need to figure out where to put my new cash. I’m thinking all on red, baby!

Other stocks I bought

I won’t spend too much time on these, mostly because I have other crap to do. What? Video games count.

The first stock I bought was Yellow Media (TSX:Y). Yes, I’m well aware the Yellow Pages are no longer a thing. Approximately 70% of the company’s revenue in 2017 will be from its digital business, which is growing well and has plenty of potential for consolidation.

Free cash flow in 2016 was $97 million. Shares have a current market cap of $207 million. That puts shares at just a little over 2x free cash flow. Yellow Media might really be the cheapest stock in Canada.

Debt is a bit of a concern, with approximately $400 million outstanding. There are about $300 million worth of secured notes with a 9.25% interest rate that mature on Nov 30th, 2018. If free cash flow doesn’t fall off a cliff, I think $150 million of additional debt could be paid off by the maturity date. They also have the right to refinance starting May 31st.

I paid $7.95 each for my Yellow Media shares, so I’m down a little today. My target price is $18.

The other stock I picked up in the last month was Canaccord Genuity (TSX:CF). Now that I think about it, it’s a lot like Canam. Canaccord has a decent niche in the investment banking world, as well as an active wealth management business. Investment banking in Canada was the shits in 2016, but has recovered somewhat this year.

Canaccord also has a mountain of cash on its balance sheet and only a tiny bit of debt. Shares were just a little above tangible book value when I bought (I paid $4.83) and the company had posted earnings of $0.39 per share as recently as 2014. Management also bought back shares when the price was low.

Canaccord shares get crushed every time the capital markets part of the business falls into the toilet. It happened in 2008, 2011-12, and 2014-15. Each time Canaccord shares either doubled or tripled off their lows in a couple of years. I’m hoping to do the same. My target price is $12.

Investing in the Canadian Mortgage Market: Home Capital vs. First National

Investing in the Canadian Mortgage Market: Home Capital vs. First National

Joel writes in with an interesting question.

I’ve noticed you’re not a fan of Home Capital Group (TSX:HCG) and from your comments it makes sense to me. On  the other hand though, you’ve written about First National Financial (TSX:FN) and their juicy yield. Any reason why you like FN over HCG?

Good question Joel. Unlike all those other questions I get, which are pure dog crap.

Who are you?

What are you doing here?

Why are you taking off your pants?

I DON’T HAVE TIME FOR ANY OF THOSE BAD QUESTIONS, TAYLOR SWIFT. WHY CAN’T YOU JUST SHUT UP AND ACCEPT MY CREEPY STALKING?

First National and Home Capital have a lot in common. They both heavily securitize their mortgages, which means they package them together and sell them to investors. The difference is one packages up (mostly) CMHC insured loans, while the other packages up some CMHC-backed loans and some non-CMHC loans.

Home Capital has just under $26 billion worth of loans outstanding. Here’s how they break down:

home capital insured vs. uninsured

Now the way the mortgage market works is Home Capital has traditionally been able to buy bulk mortgage insurance on at least some of its uninsured loans (I explained more about the bulk insurance practice here). But certainly not all of these loans are protected by insurance. There’s also close to $1 billion in credit card loans, lines of credit, and “other consumer retail loans.”

In other words, I’m not a huge fan of the portfolio. There’s too much crap I think gets impaired in a big way when the Toronto housing bubble pops.

Compare that to First National. This is from March, 2016 but is still accurate. Note the last line:

first national

About 80% of First National’s mortgages are backed by a mortgage default insurer. The next 15% are conventional mortgages with more than 20% down. These aren’t much of a risk because First National has focused on AAA customers. That leaves us with just 5% of the portfolio in multi-unit, commercial loans or bridge financing.

Basically, I like First National’s portfolio much more than Home Capital’s. First National deals with prime borrowers. Home Capital doesn’t.

The mortgage servicing business

Both Home Capital and First National heavily securitize their mortgages. The loan is sold off to whoever while the company gets paid to service it. The servicing business is fantastic.

In 2016, First National did $1.05 billion in revenue and made $196 million after tax. This gives it post-tax margins of just under 20%. That is a succulent business.

First National also makes a little money when it sells the loans to investors and also makes money doing bridge loans.

Growth in the broker market

I also like First National as a way to play growth in the mortgage broker market.

The internet has democratized the mortgage process. All it takes is four seconds on Google to see if you’ve gotten a good rate or not. People with good credit will insist on getting the lowest rates possible.

This is good for the mortgage broker market. They’re done a decent job marketing themselves as the low rate leaders. First National is one of the biggest mortgage broker lenders with consistently low rates. It’ll benefit as this trend continues.

The dividend

I think First National is a somewhat decent value stock, although I don’t own any myself. It trades at less than 9x trailing earnings; it’s obvious the market thinks earnings go down next year, most likely thanks to the new mortgage rules making it tougher to qualify.

Even if earnings do fall, I still think the dividend is relatively safe. The annual payout is $1.95 per share while the company made $3.28 in 2016. That represents a 7% yield.

Disclosure: No position in any stock listed and no plans to buy, either. 

Swiss Helvetia Fund Special Situation

Swiss Helvetia Fund Special Situation

I’m back, bitches. See? I told you guys I wouldn’t abandon you completely.

(Goes for cigarettes, never comes back)

Let’s talk a little about an interesting special situation I came upon. The Swiss Helvetia Fund (NYSE:SWZ) is a closed-end fund that has been around since 1987. As of December 31st, 2016, it held 38 stocks, six direct private equity investments, and one participation in a private equity limited partnership. The fund’s largest positions include Novartis, Nestle, UBS Group, and something called Roche Holding. These top four positions account for about 42% of assets.

There’s really nothing special about the fund. It has a 1.19% (in 2016) management expense ratio, which is pretty expensive. It’s not hard to get exposure to a basket of Switzerland-listed equities in 2017. It really just exists to generate fees for Schroder Asset Management, who manages the fund.

Enter Bulldog

Bulldog Investors have been forcing these shitty closed-end funds into action for years now.

Their schitck is more predictable than my laziness. They establish a position in a closed-end fund without a lot of insider ownership (i.e. 99% of them). They amass about 10% of the outstanding shares and then start stirring the pot. As the largest shareholder, they usually get exactly what they want.

Bulldog has set its sights on the Swiss Helvetia Fund. The main guys involved with Bulldog have amassed 2.1 million shares, or about 7.5% of the 28.2 million shares outstanding. Karpus Investment Management owns 1.4 million shares, and 1607 Capital Partners owns 3.2 million shares. Lazard Capital Management also owns 2.4 million shares.

All four of these companies have a history of being activist investors who are willing to rattle a few chains. Together, they own about one third of the fund’s shares.

Bulldog recently wrote a letter to the fund’s management, saying it intended to nominate “one or more” of their partners to the fund’s board of directors. They also plan to ask the current shareholders to vote on whether they support continuation of a bylaw specifying director qualifications.

In short, Bulldog wants to take over the Swiss Helvetia Fund’s board of directors, and it likely has the votes to do so.

There’s more. In the last two weeks, both the Fund’s Treasurer and Chief Legal Officer have resigned. And most importantly for us, the Fund has announced it will buy back up to 10% of its shares on April 24th.

The opportunity

As I type this, Swiss Helvetia Fund shares currently trade hands at $11.59 each. They have a net asset value of $12.76 per share. Thus, shares trade at a 9.2% discount to their current value.

The tender offer has been made at 98% of net asset value, meaning the bid will come in at $12.51 per share. This will change over the next month, of course, since the Fund tracks a basket of publicly-traded stocks.

Say you buy 500 shares today at $11.59. Assuming $7 in commission, your total cost comes in at $11.60. The sale would be at $12.51 (remember, brokerages don’t charge a commission to tender shares), giving us a profit of $0.89 per share, or 7.8% in a little less than a month.

The risk

There are two major risks. The first is underlying asset risk. If the Swiss Franc gains ground against the U.S. Dollar in the next month, that would depress the price of the Fund. The smart move would be to simultaneously short an equal amount of shares, thus locking in the spread.

The far bigger risk is not getting enough of the deal to make it worthwhile. The Fund will only tender up to 10% of outstanding shares. Logic would dictate some of the major shareholders would try to tender at least a portion of their shares. Remember, they own a third of the company.

Here are a few scenarios.

Tendered Our Fill Profit*
10% 100% 7.8%
20% 50% 3.9%
30% 33% 2.6%
50% 20% 1.56%

*The profit column assumes the spread stays the same as today.

There’s no way we can tell how many shares will be tendered. But we can use a similar tender offer to guess how many shares will be tendered.

Each year, the Canoe EIT Income Fund (TSX:EIT.UN) does a similar tender offer. It limits the annual redemption to 10% of total units at 95% of net asset value. 42.8% of shareholders tendered their shares in 2016.

If a similar percentage tendered their Swiss Helvetia Fund shares, our profit would be about 2%, barring any crazy moves.

You might not think that’s very exciting, but keep in mind that you’ll make 2% in just 26 days. That works out to a 28.1% annual return. Not bad. And that’s pretty much a worst case scenario outcome. If the big shareholders decide to hang on, the profit could be much larger.

Disclosure: Nelson does not own any shares listed, but will likely buy Swiss Helvetia Fund shares in the next few days. 

Special Report: This Contrarian Stock Could Soar

Special Report: This Contrarian Stock Could Soar

As you kids have probably figured out by now, I’m a big fan of contrarian stocks nobody likes.

Other value investors will try to tell you the best opportunities are in stocks that are truly great businesses. That way you can buy and hold for a very long time, collecting some sweet profits.

But the world isn’t quite that simple. There are a lot of overpriced stocks today people think are great businesses. When stocks go down, they’ll get hit and get hit hard. And besides, there are a lot of business that look good during boom times.

It’s also hard to envision the average stock trading at 20x earnings doubling over any reasonable period of time. This would either mean valuations would have to get much higher (which has a snowball’s chance in hell of happening) or earnings would have to double. I don’t like either of those odds.

There aren’t many true value stocks available today, but I’ve found one that could very well be the cheapest stock I’ve ever seen.

  • It trades at less than 3x free cash flow
  • It trades at just 7x earnings
  • The company is also cheap on a book value and price-to-sales perspective
  • And it’s down 70% from its recent peak

I have confidence this stock could double. Or even more. If management figures out the turnaround, I think a triple is even possible. My target price is 2.5 times higher than Thursday’s close.

Want to get access to this new stock idea? No problem. It’s an exclusive offer for Financial Uproar newsletter subscribers. All you need to do is enter your name and email address in the form below, confirm your subscription (make sure to check your spam box!), and you’re in business.

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