I preface this post with: I know how the world works, and such is life...but here's a story about a management working
with private equity firms to steal companies from public shareholders. The company is Catalina Marketing (NYSE Ticker: POS) and the hedge fund playing the role of the private equity firm is Value Act, a
well-respected San Fran based hedge fund. I don't mean to besmirch any of the players as I believe they are all acting within their rights -- even though it is to the shareholders' detriment. The only party worthy of besmirching then, is the board of Catalina, who may be leaving us shareholders out to dry.
The company being sold, Catalina Marketing is a $1.4B market cap co.
with near-100% market-share in point-of-sale marketing at grocery
stores/drug stores with coupon printers that produce targeted coupons
based on shopper activity as collected in loyalty cards. Catalina is
finishing a big upgrade of its printers from black & white to color
which has reduced profitability over the last year. The big capital
expenditures will finish this summer and company's EBITDA margins (and free cash flows, too!) will
rebound -- the same time that this going-private transaction will
close...hmmm....
Timeline:
January 2006: ValueAct - 15% shareholder. Partner Jeff Ubben joins
Catalina board
Dec. 8, 2006 - POS mgmt confirms rumors that private equity firms have
expressed interest in buying co. at $30/share. POS forms special
committee. Hires Goldman Sachs as banker.
Feb. 14, 2007 - Reports December Qtr results and reports terminating the
sales process.
On the conference call, in response to a question about the bids from outside
parties, CEO Dick Buell said the interest from multiple parties "simply
did not live up to or match what we think is the right thing for our
shareholders and for the company. And that difference of value led us to
say we're going to continue on and as we continue on, we think that the
stock price in the future will reflect something higher than what the
current offers were. I think it's a little harder to come in from the
outside and learn about the company and understand the change elements
and share the same forecast about the future with the confidence that
maybe this management team has..."
When asked about doing a dutch auction to buyback stock, thereby
increasing the company's stated position of having a maximum of $200
million of debt on the balance sheet, CFO Rick Frier responded:
"The $200 million question again, Fred, we have a facility today that
is a $175 million facility that can go up to $250 million, so there is
another view of comfort where we can go. You are looking at EBITDA
type multiples, again I appreciate that, but we get to weigh a lot of
factors here and we do that and we have looked at this before. We know
what the price to do it -- a big share buyback would be that returns
well for us versus internal projects. So it fits a lot of different
things we look at and we have had this question over the years and it
continues to pop up. We used to have $116 million in cash or more and
now we are $130 million in debt. So we are progressing there on your
leveraged thoughts, but we're at this time again, we are not going to
spring into a heavily leveraged (transaction).
Feb. 22, 2007 - ValueAct bids $32/share for POS in a leveraged
transaction - just a 7% premium to the lowest bid released publicly.
(Herewith heavily leveraged transaction denied by CFO eight days earlier!)
March 8, 2007 - Management accepts ValueAct bid - changing its opinion
on both leverage and price.
Only reason I can come up with why management would accept this
deal rather than do a dutch auction (i.e. do the leverage on the public co as opposed to taking the company private), is that the financial terms for
them/ValueAct is superior to staying public. The chairman of the special
committee is hardly a discerning bystander. Frederick Beinecke owns over
5% of the company himself and I'm just guessing that he's rolling his
shares into the private entity.
Such is life in the big city, I guess.