Global Special Situations & Strategy, SR Services Ltd

David Lepper

Global Special Situations & Strategy

SR Services Ltd

SR Services provides Strategic Knowledge and Solutions services for Family Offices and Corporate Business. 

We deliver this via advisory services, strategic planning, opportunity analysis/sourcing, as well as solution implementation. 

Whilst, we create intellectual discipline and operational leverage for your projects or daily activities, our ultimate objective is to empower whilst enhancing your decision making. 

Strategic Knowledge and Solutions

Equity Bottom-Up

<h2>
Examining key questions from the Kioxia &amp; PE news flow
</h2>In our July 2021 note <a href="https://www.smartkarma.com/insights/toshiba-corp-6502-jp-chapter-5" target="_blank" data-smartkarma-citation="insights:54649" rel="noopener">Toshiba Corp (6502 JP) Chapter 5: Assessing the Next Move</a> we stated that one of the key events to be expected as early as September 2021, was the IPO of the firms 40% stake in Kioxia Holdings Corporation (Kioxia). Kioxia was due to be listed in 2020, but did not occur due to “the coronavirus pandemic and market volatility.” At the time of pulling the IPO in 2020, Toshiba was expecting a valuation of around $16 billion. Several media sources, including Bloomberg and the Wall Street Journal, have alluded to the fact that a potential merger of Kioxia with Western Digital to the value of US$20bn may be on the cards. They have cited a possible transaction using shares as opposed to cash or a combination. This is news that shareholders and in particular the activist shareholders have wanted to hear for some time and a transaction that is expected to be welcomed. We examine several of the key questions surrounding the Kioxia news and what is next for Toshiba - including the potential for a full PE bid.


Examining key questions from the Kioxia &amp; PE news flow
In our July 2021 note Toshiba Corp (6502 JP) Chapter 5: Assessing the Next Move we stated that one of the key events to be expected as early as September 2021, was the IPO of the firms 40% stake in Kioxia Holdings Corporation (Kioxia). Kioxia was due to be listed in 2020, but did not occur due to “the coronavirus pandemic and market volatility.” At the time of pulling the IPO in 2020, Toshiba was expecting a valuation of around $16 billion. Several media sources, including Bloomberg and the Wall Street Journal, have alluded to the fact that a potential merger of Kioxia with Western Digital to the value of US$20bn may be on the cards. They have cited a possible transaction using shares as opposed to cash or a combination. This is news that shareholders and in particular the activist shareholders have wanted to hear for some time and a transaction that is expected to be welcomed. We examine several of the key questions surrounding the Kioxia news and what is next for Toshiba - including the potential for a full PE bid. 

Toshiba Corp (6502 JP) Chapter 6: Potential for Value Creation

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

Event-Driven

<a href="https://www.smartkarma.com/entities/soho-china-ltd" target="_blank" data-smartkarma-citation="entities:4123:1" rel="noopener">Soho China Ltd (410 HK)</a> is a real estate company controlled by power couple Pan Shiyi and Zhang Xin. As a reminder on 16 June, SOHO China announced a pre-conditional voluntary conditional cash offer from <a href="https://www.smartkarma.com/entities/blackstone-group-inc" target="_blank" data-smartkarma-citation="entities:27166:1" rel="noopener">Blackstone Group (BX US)</a>. The offer of HK$5.00 in cash per share is a 31.6% premium over the closing price of HK$3.80 per share on the last trading day (11 June prior to the trading halt). The offer is conditional on the offeror holding more than 50% of the voting rights. The offer will meet the 50+% acceptance threshold as the offeror has secured irrevocables from Pan Shiyi and Zhang Xin representing 54.93% of the outstanding shares.However, since the announcement of the offer, the spread has widened from 9% on the first trading day after the deal announcement to touch a remarkable 74% on 30 July on the back of a dubious Chinese press article suggesting that deal would be blocked by SAMR under the PRC anti-monopoly law. The gross spread has subsequently declined to a still elevated 47% at the last close price. We previously argued that SAMR approval should be forthcoming due to Blackstone’s prior experience in securing SAMR approval for real estate deals, SOHO China will continue to be listed and the deal will not lead to a material increase in market concentration. On 2 August, the SOHO China/Blackstone case was accepted for SAMR review by normal procedure rather than a simplified procedure which can take 180 days. Due to the tightening anti-monopoly regulatory environment and Pan Shiyi's status as a pioneering real estate entrepreneur, the SAMR approval process can take some time.Several Chinese press and social media posts urge SAMR to block the transaction due to the premise that the deal is unpatriotic for various reasons. These negative articles and social media posts have led investors to take the sell first, ask questions later approach. We think that the rationale presented in these articles for blocking the deal is weak and largely speculation.<div class="content-highlight">Based on a break price of HK$2.45 per share and at the last close price of HK$3.39 per share, the deal probability remains at a low of 37%. A 60% deal probability would imply a price of HK$4.00 per share and an 18% gross spread to last close, which we view as reasonable. </div>

Soho China Ltd (410 HK) is a real estate company controlled by power couple Pan Shiyi and Zhang Xin. As a reminder on 16 June, SOHO China announced a pre-conditional voluntary conditional cash offer from Blackstone Group (BX US). The offer of HK$5.00 in cash per share is a 31.6% premium over the closing price of HK$3.80 per share on the last trading day (11 June prior to the trading halt). The offer is conditional on the offeror holding more than 50% of the voting rights. The offer will meet the 50+% acceptance threshold as the offeror has secured irrevocables from Pan Shiyi and Zhang Xin representing 54.93% of the outstanding shares.However, since the announcement of the offer, the spread has widened from 9% on the first trading day after the deal announcement to touch a remarkable 74% on 30 July on the back of a dubious Chinese press article suggesting that deal would be blocked by SAMR under the PRC anti-monopoly law. The gross spread has subsequently declined to a still elevated 47% at the last close price. We previously argued that SAMR approval should be forthcoming due to Blackstone’s prior experience in securing SAMR approval for real estate deals, SOHO China will continue to be listed and the deal will not lead to a material increase in market concentration. On 2 August, the SOHO China/Blackstone case was accepted for SAMR review by normal procedure rather than a simplified procedure which can take 180 days. Due to the tightening anti-monopoly regulatory environment and Pan Shiyi's status as a pioneering real estate entrepreneur, the SAMR approval process can take some time.Several Chinese press and social media posts urge SAMR to block the transaction due to the premise that the deal is unpatriotic for various reasons. These negative articles and social media posts have led investors to take the sell first, ask questions later approach. We think that the rationale presented in these articles for blocking the deal is weak and largely speculation.Based on a break price of HK$2.45 per share and at the last close price of HK$3.39 per share, the deal probability remains at a low of 37%. A 60% deal probability would imply a price of HK$4.00 per share and an 18% gross spread to last close, which we view as reasonable. 

Technical Analyst, Vermilion Research

Joe Jasper

Technical Analyst

Technical and Quantitative Research

Vermilion Research

Vermilion’s objective is to deliver timely, actionable, and unique technical research to professional investors through the application of our various technical indicators.

Our research strategists seek to highlight securities which we believe are at major inflection points, based on our various technical and quantitative indicators, and offer asymmetric risk/return profiles. Our unique research methodology, centered on relative strength, enables our strategists to deliver superior investment recommendations.

Our process begins by organizing the universe of actively traded stocks into discrete sectors, then into industry groups. We then apply our technical and quantitative tools to identify developing price trends. Once attractive trends are identified within a selected sector or group, we screen for individual stocks which we believe offer the best risk/reward profile. We provide a historical perspective that often reveals, through our long-term charts, how price patterns often repeat themselves over time.

Technical Analysis

Advanced Micro Devices / Technical Analysis

The market continues to send mixed signals and we remain cautious and selective, preferring large-caps over small-caps, growth over value, and defensives (Utilities, Staples, REITs, Health Care) over cyclical value (Energy, Materials, Manufacturing, Transportation, Financials). While market dynamics suggest a 5-15% pullback is in the cards, there continues to be an absence of breakdowns at the index and Sector level; even the weaker Sectors such as Energy and Transportation are not yet breaking down. Until we start to see breakdowns at the Sector and index level, we remain constructive overall.

The market continues to send mixed signals and we remain cautious and selective, preferring large-caps over small-caps, growth over value, and defensives (Utilities, Staples, REITs, Health Care) over cyclical value (Energy, Materials, Manufacturing, Transportation, Financials). While market dynamics suggest a 5-15% pullback is in the cards, there continues to be an absence of breakdowns at the index and Sector level; even the weaker Sectors such as Energy and Transportation are not yet breaking down. Until we start to see breakdowns at the Sector and index level, we remain constructive overall.

U.S. Equity Strategy: Buying Semiconductors, Auto Dealers, and Asset Mgmt/Custody Banks

AlphaSituations-Event/Catalyst Driven Research, AlphaSituations

Robert Sassoon

AlphaSituations-Event/Catalyst Driven Research

AlphaSituations

Since its establishment, AlphaSituations has delivered a track record of outperformance with a hit rate of winners of more than 70% of its portfolio of ideas generating annualized average returns of 20%. In January 2022, AlphaSituations was contracted by Water Tower Research, an investor engagement and stakeholder communication platform to provide coverage of Special Situations

Back in September 2020, amid a boom in SPAC investing that had never been seen before and against the backdrop of profitless companies (and in some cases years from actual revenue generation) being propelled to insane valuations , we published an insight effectively warning investors to be very wary and selective (cf. MergerTalk: SPACs May Have Become The Hot New Trend, But SPAC Investment Requires A Health Warning. Read more: <a href="https://skr.ma/JNmvg" target="_blank" rel="noopener">https://skr.ma/JNmvg</a> ). The fresh supply of SPAC IPOs in the US keeps on coming -the number of completed SPAC IPOs so far this year has already eclipsed the record total set for all of 2020 by 51% (374 vs 248)  and is well on target to surpass the number of traditional IPOs in the US for the second year running - in  2020, there were a total of 227 traditional IPOs with that number standing at 157 so far this year, well behind SPAC IPOs. In 2020, SPACs raised more cash ($83BN) than the total amount raised  over the preceding 17 years. So far in 2021, the cash raised from SPAC IPOs is already approaching 40% higher than 2021 at $114BN.However, these stats do not disguise the fact that the enthusiasm for SPACs has cooled  since mid-February. A snapshot reflection of this change in mood is the performance of the first 3 SPAC ETFs introduced to the market which began with SPAK at the beginning of October 2020.<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/219/878/original/image_45285074321626909062078.png?1626909063" class="editor-image img-responsive" data-smartkarma-image-id="219878"></figure>The average size of SPAC IPOs this year is 9% lower at $305MN than last year's ~$336MN. Perhaps more revealing, out of a total of 152 SPACs total that have announced business combinations and are in the process of de-SPACing, 92 (i.e., 61%) are trading below the SPAC IPO price of $10.  Of the 134 SPAC business combinations completed around one half are currently trading above the  SPAC IPO price, and many of those well below their post-merger highs.As our November insight indicates, we have been somewhat skeptical of the SPAC investment space. We believe that much of the SPAC investment frenzy witnessed in the past 18 months has was driven by  thematic interest over the more diligent scrutiny of the business combination.<blockquote>The observation is that not all SPAC mergers are created equal and that the majority are prone to value destruction.  It appears that SPAC investors are most excited about transactions in “emerging” trends such as green mobility or pandemic resistant areas such as online gaming and packaged/healthy foods rather than companies with a solid fundamental track record of revenue generation and profitability.</blockquote>Source: MergerTalk: SPACs May Have Become The Hot New Trend, But SPAC Investment Requires A Health Warning, November 2020We are not suggesting for one moment that SPAC investing is a passing fad. The SPAC investing community is a far cry from the predominantly roulette table retail investors of yesteryear. Yes, the speculative element in SPACs has been very  much in evidence over the past 18 months, but greater involvement from well established institutional investors/sponsors in the most recent SPAC wave and the prospect of more intense regulatory scrutiny following several high profile investment debacles in the past 18 months will hopefully see this investment class evolve towards greater emphasis on quality rather than quantity. As of today there remains a lot of liquidity chasing SPACs with capital searching for deals. As of today there are 305 pending IPOs, 574 active SPACs of which 425  still need to find companies with which to merge.While there is certainly a lot of chaff in the SPAC investment space, there are also hidden gems  to be uncovered. Not uncommon in thematic oriented investments, when in fashion, the rising tide raises all ships, whether seaworthy or not. By the same token, when enthusiasm wanes, even the better quality companies can get caught up in the sell-off. This is more so in an investment category where there is still limited research coverage.  Judging from the job postings we have seen, investment banks  and hedge funds are looking to build out their SPAC research capabilities, but the current dearth of quality sell-side coverage of the 100s of active SPACs creates an opportunity for those willing to put in the required research/due-diligence effort to discover potentially lucrative undervalued  businesses.In this respect,  the simple formula we would follow is to hone in on SPACs with good sponsors backed up by a strong track record, either in the process of executing an Initial Business Combination (IBC) or having recently completed business combination with a company with a fundamentally sound business and strategy, preferably supported by an established operating track record that is already delivering revenues and profitability. There may be a number of other hidden gems to uncover within the SPAC universe, in this insight, we highlight one example of a recently completed business combination which has caught our eye - <a href="https://www.smartkarma.com/entities/alight-inc" target="_blank" data-smartkarma-citation="entities:27940:1" rel="noopener">Alight Inc (ALIT US)</a> which we believe ticks all the aforementioned boxes.

Back in September 2020, amid a boom in SPAC investing that had never been seen before and against the backdrop of profitless companies (and in some cases years from actual revenue generation) being propelled to insane valuations , we published an insight effectively warning investors to be very wary and selective (cf. MergerTalk: SPACs May Have Become The Hot New Trend, But SPAC Investment Requires A Health Warning. Read more: https://skr.ma/JNmvg ). The fresh supply of SPAC IPOs in the US keeps on coming -the number of completed SPAC IPOs so far this year has already eclipsed the record total set for all of 2020 by 51% (374 vs 248)  and is well on target to surpass the number of traditional IPOs in the US for the second year running - in  2020, there were a total of 227 traditional IPOs with that number standing at 157 so far this year, well behind SPAC IPOs. In 2020, SPACs raised more cash ($83BN) than the total amount raised  over the preceding 17 years. So far in 2021, the cash raised from SPAC IPOs is already approaching 40% higher than 2021 at $114BN.However, these stats do not disguise the fact that the enthusiasm for SPACs has cooled  since mid-February. A snapshot reflection of this change in mood is the performance of the first 3 SPAC ETFs introduced to the market which began with SPAK at the beginning of October 2020.The average size of SPAC IPOs this year is 9% lower at $305MN than last year's ~$336MN. Perhaps more revealing, out of a total of 152 SPACs total that have announced business combinations and are in the process of de-SPACing, 92 (i.e., 61%) are trading below the SPAC IPO price of $10.  Of the 134 SPAC business combinations completed around one half are currently trading above the  SPAC IPO price, and many of those well below their post-merger highs.As our November insight indicates, we have been somewhat skeptical of the SPAC investment space. We believe that much of the SPAC investment frenzy witnessed in the past 18 months has was driven by  thematic interest over the more diligent scrutiny of the business combination.The observation is that not all SPAC mergers are created equal and that the majority are prone to value destruction.  It appears that SPAC investors are most excited about transactions in “emerging” trends such as green mobility or pandemic resistant areas such as online gaming and packaged/healthy foods rather than companies with a solid fundamental track record of revenue generation and profitability.Source: MergerTalk: SPACs May Have Become The Hot New Trend, But SPAC Investment Requires A Health Warning, November 2020We are not suggesting for one moment that SPAC investing is a passing fad. The SPAC investing community is a far cry from the predominantly roulette table retail investors of yesteryear. Yes, the speculative element in SPACs has been very  much in evidence over the past 18 months, but greater involvement from well established institutional investors/sponsors in the most recent SPAC wave and the prospect of more intense regulatory scrutiny following several high profile investment debacles in the past 18 months will hopefully see this investment class evolve towards greater emphasis on quality rather than quantity. As of today there remains a lot of liquidity chasing SPACs with capital searching for deals. As of today there are 305 pending IPOs, 574 active SPACs of which 425  still need to find companies with which to merge.While there is certainly a lot of chaff in the SPAC investment space, there are also hidden gems  to be uncovered. Not uncommon in thematic oriented investments, when in fashion, the rising tide raises all ships, whether seaworthy or not. By the same token, when enthusiasm wanes, even the better quality companies can get caught up in the sell-off. This is more so in an investment category where there is still limited research coverage.  Judging from the job postings we have seen, investment banks  and hedge funds are looking to build out their SPAC research capabilities, but the current dearth of quality sell-side coverage of the 100s of active SPACs creates an opportunity for those willing to put in the required research/due-diligence effort to discover potentially lucrative undervalued  businesses.In this respect,  the simple formula we would follow is to hone in on SPACs with good sponsors backed up by a strong track record, either in the process of executing an Initial Business Combination (IBC) or having recently completed business combination with a company with a fundamentally sound business and strategy, preferably supported by an established operating track record that is already delivering revenues and profitability. There may be a number of other hidden gems to uncover within the SPAC universe, in this insight, we highlight one example of a recently completed business combination which has caught our eye - Alight Inc (ALIT US) which we believe ticks all the aforementioned boxes.

SPACTalk: Shining ALIGHT On The Process Of Separating the Wheat From The Chaff In The SPAC Space

<a href="https://www.smartkarma.com/entities/soho-china-ltd" target="_blank" data-smartkarma-citation="entities:4123:1" rel="noopener">Soho China Ltd (410 HK)</a> is a real estate company controlled by power couple Pan Shiyi and Zhang Xin. As a reminder on 16 June, SOHO China announced a pre-conditional voluntary conditional cash offer from <a href="https://www.smartkarma.com/entities/blackstone-group-inc" target="_blank" data-smartkarma-citation="entities:27166:1" rel="noopener">Blackstone Group (BX US)</a>. The offer of HK$5.00 in cash per share is a 31.6% premium over the closing price of HK$3.80 per share on the last trading day (11 June prior to the trading halt). The offer is conditional on the offeror holding more than 50% of the voting rights. The offer will meet the 50+% acceptance threshold as the offeror has secured irrevocables from Pan Shiyi and Zhang Xin representing 54.93% of the outstanding shares.In <a href="https://www.smartkarma.com/insights/soho-china-blackstone-makes-its-offer" target="_blank" data-smartkarma-citation="insights:53191" rel="noopener">SOHO China: Blackstone Makes Its Offer</a>, we stated that Blackstone has driven a hard bargain and secured the irrecovables from Pan Shiyi and Zhang Xin at a relatively good price. Notably, Blackstone’s offer price of HK$5.00 per share is 17% below last year’s rumoured privatisation price of HK$6.00 per share. The lower price likely explains Blackstone’s move to pursue a conditional voluntary offer rather than privatisation via a scheme. While not a knockout offer, we concluded that the offer will resonate with some shareholders. However, since the announcement of the offer, the spread has widened from 9% on the first trading day after the deal announcement to 21% at the last close price of HK$4.12. The high spread is due to concerns that the key pre-condition, which is approval by SAMR under the PRC anti-monopoly law, will not be forthcoming. Blackstone has made its submission to SAMR.  <div class="content-highlight">We continue to think that the pre-condition will be satisfied as SOHO China will remain a listed entity, Pan Shiyi and Zhang Xin will continue to retain a meaningful holding, Blackstone has prior experience in closing Chinese real estate deals and SOHO China is a relatively small player in a fragmented commercial property market in China. Based on a deal break price of HK$2.45 per share, the deal probability has reached an all-time low of 65% at the last close price of HK$4.12. An 80% deal probability would imply a price of HK$4.50 per share and an 11% gross spread, which we view as reasonable.</div>

Soho China Ltd (410 HK) is a real estate company controlled by power couple Pan Shiyi and Zhang Xin. As a reminder on 16 June, SOHO China announced a pre-conditional voluntary conditional cash offer from Blackstone Group (BX US). The offer of HK$5.00 in cash per share is a 31.6% premium over the closing price of HK$3.80 per share on the last trading day (11 June prior to the trading halt). The offer is conditional on the offeror holding more than 50% of the voting rights. The offer will meet the 50+% acceptance threshold as the offeror has secured irrevocables from Pan Shiyi and Zhang Xin representing 54.93% of the outstanding shares.In SOHO China: Blackstone Makes Its Offer, we stated that Blackstone has driven a hard bargain and secured the irrecovables from Pan Shiyi and Zhang Xin at a relatively good price. Notably, Blackstone’s offer price of HK$5.00 per share is 17% below last year’s rumoured privatisation price of HK$6.00 per share. The lower price likely explains Blackstone’s move to pursue a conditional voluntary offer rather than privatisation via a scheme. While not a knockout offer, we concluded that the offer will resonate with some shareholders. However, since the announcement of the offer, the spread has widened from 9% on the first trading day after the deal announcement to 21% at the last close price of HK$4.12. The high spread is due to concerns that the key pre-condition, which is approval by SAMR under the PRC anti-monopoly law, will not be forthcoming. Blackstone has made its submission to SAMR.  We continue to think that the pre-condition will be satisfied as SOHO China will remain a listed entity, Pan Shiyi and Zhang Xin will continue to retain a meaningful holding, Blackstone has prior experience in closing Chinese real estate deals and SOHO China is a relatively small player in a fragmented commercial property market in China. Based on a deal break price of HK$2.45 per share, the deal probability has reached an all-time low of 65% at the last close price of HK$4.12. An 80% deal probability would imply a price of HK$4.50 per share and an 11% gross spread, which we view as reasonable.

United States

Blackstone Inc. operates as an investment company. The Company focuses on real estate, hedge funds, private equity, leveraged lending, senior debts, and rescue financing. Blackstone serves customers worldwide.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

Blackstone (BX US)

Toshiba Corp (6502 JP) Chapter 6: Potential for Value Creation

@Toshiba (6502.JP) activists might applaud a Wester Digital Merger, but this is just one alternative - PE bids still viable. Perhaps value...

David Lepper

SOHO China's Spread Risk/Reward Update

Negative articles have led investors to take the sell first, ask questions later approach. The reasoning for blocking the deal presented in these...

Arun George

U.S. Equity Strategy: Buying Semiconductors, Auto Dealers, and Asset Mgmt/Custody Banks

Despite our overall cautious outlook, several areas are attractive and buyable, including: Semiconductors, Auto Dealers, and Asset Management...

Vermilion Research

SPACTalk: Shining ALIGHT On The Process Of Separating the Wheat From The Chaff In The SPAC Space

While there is certainly a lot of chaff among SPACs/De-SPACs, there are also hidden gems to be discovered. We believe the recently completed De...

Robert Sassoon

SOHO China’s Offer Spread Risk/Reward

Based on a break price of HK$2.45 per share, the deal probability has reached an all-time low of 65% at the last close price. An 80% deal...

Arun George

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)