Head of Research, IPOs & Placements, Aequitas Research

Sumeet Singh

Head of Research, IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Equity Capital Markets

NetEase Cloud Music / Equity Capital Markets

Cloud Village Inc. (CVI), also known as NetEase Music, plans to raise around US$1bn in its Hong Kong IPO. The company has also obtained investments from Baidu and Alibaba, along with other investors.As of Dec 20, it had 181m online music MAUs, 16m online music services monthly paying users, 327,000 social entertainment services monthly paying users. It had over 60m music tracks, of which more than 1m were created by registered independent artists. Its daily active users on average spent 76mins daily listening to music. CVI’s revenue has grown 4.3x over FY18-20, to RMB4.9bn. There have been no signs of slowdown as its revenue increased by 102% in FY19 and was up another 111% in FY20. Both online music services and social entertainment services revenue have shown strong growth. Online music services revenue grew by 73% in 2019 and another 47.6% in 2020. Social entertainment services revenue was the largest driver of growth, as it grew by 344% in 2019 and was up another 320% in 2020. However, it remains a distant second player in the market and has yet to make a profit.We covered various aspects of the deal in our previous note, <a href="https://www.smartkarma.com/insights/cloud-village-netease-music-pre-ipo-was-in-the-slow-stream-playing-catch-up" target="_blank" rel="noopener">Cloud Village (NetEase Music) Pre-IPO - Was in the slow stream, playing catch-up</a>.In this note, we compare CVI with its main peer Tencent Music Entertainment (TME) and comment on the recent regulatory announcement with respect to TME.

Cloud Village Inc. (CVI), also known as NetEase Music, plans to raise around US$1bn in its Hong Kong IPO. The company has also obtained investments from Baidu and Alibaba, along with other investors.As of Dec 20, it had 181m online music MAUs, 16m online music services monthly paying users, 327,000 social entertainment services monthly paying users. It had over 60m music tracks, of which more than 1m were created by registered independent artists. Its daily active users on average spent 76mins daily listening to music. CVI’s revenue has grown 4.3x over FY18-20, to RMB4.9bn. There have been no signs of slowdown as its revenue increased by 102% in FY19 and was up another 111% in FY20. Both online music services and social entertainment services revenue have shown strong growth. Online music services revenue grew by 73% in 2019 and another 47.6% in 2020. Social entertainment services revenue was the largest driver of growth, as it grew by 344% in 2019 and was up another 320% in 2020. However, it remains a distant second player in the market and has yet to make a profit.We covered various aspects of the deal in our previous note, Cloud Village (NetEase Music) Pre-IPO - Was in the slow stream, playing catch-up.In this note, we compare CVI with its main peer Tencent Music Entertainment (TME) and comment on the recent regulatory announcement with respect to TME.

Cloud Village (NetEase Music) Pre-IPO - Tencent Music Peer Comp, Regulatory Impact

<a href="https://www.smartkarma.com/entities/cloud-village-inc" target="_blank" data-smartkarma-citation="entities:33412:1" rel="noopener">Cloud Village (CLV HK)</a> (CVI), also known as NetEase Music, plans to raise around US$1bn in its Hong Kong IPO. The company has also obtained investments from <a href="https://www.smartkarma.com/entities/baidu-inc" target="_blank" data-smartkarma-citation="entities:179:1" rel="noopener">Baidu (BIDU US)</a> and <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd" target="_blank" data-smartkarma-citation="entities:787:1" rel="noopener">Alibaba Group (BABA US)</a>, along with other investors.As of Dec 20, it had 181m online music MAUs, 16m online music services monthly paying users, 327,000 social entertainment services monthly paying users. It had over 60m music tracks, of which more than 1m were created by registered independent artists. Its daily active users on average spent 76mins daily listening to music. CVI’s revenue has grown 4.3x over FY18-20, to RMB4.9bn. There have been no signs of slowdown as its revenue increased by 102% in FY19 and was up another 111% in FY20. Both online music services and social entertainment services revenue have shown strong growth. Online music services revenue grew by 73% in 2019 and another 47.6% in 2020. Social entertainment services revenue was the largest driver of growth, as it grew by 344% in 2019 and was up another 320% in 2020.However, it remains a distant second player in the market and has yet to make a profit.

Cloud Village (CLV HK) (CVI), also known as NetEase Music, plans to raise around US$1bn in its Hong Kong IPO. The company has also obtained investments from Baidu (BIDU US) and Alibaba Group (BABA US), along with other investors.As of Dec 20, it had 181m online music MAUs, 16m online music services monthly paying users, 327,000 social entertainment services monthly paying users. It had over 60m music tracks, of which more than 1m were created by registered independent artists. Its daily active users on average spent 76mins daily listening to music. CVI’s revenue has grown 4.3x over FY18-20, to RMB4.9bn. There have been no signs of slowdown as its revenue increased by 102% in FY19 and was up another 111% in FY20. Both online music services and social entertainment services revenue have shown strong growth. Online music services revenue grew by 73% in 2019 and another 47.6% in 2020. Social entertainment services revenue was the largest driver of growth, as it grew by 344% in 2019 and was up another 320% in 2020.However, it remains a distant second player in the market and has yet to make a profit.

Cloud Village (NetEase Music) Pre-IPO - Was in the Slow Stream, Playing Catch-Up

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Pershing Square Tontine Holdings / Event-Driven

Pershing Square Tontine Holdings (PSTH US)

An "Everlasting Gobstopper" was a fictional candy from Roald Dahl's children's story Charlie and the Chocolate Factory. It was, according to Willie Wonka - owner of the factory and inventor of its confections - "for children with very little pocket money." The hard candy would change flavours and colours in one's mouth, but it would never shrink to nothingness. It would never disappear. <section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/211/405/original/Everlasting+Gobstopper+Gif1.gif?1622964485" class="editor-image img-responsive" data-smartkarma-image-id="211405"></figure></section><hr>Today 4 June 2021, at 2:30am E.S.T., <a href="https://www.smartkarma.com/entities/pershing-square-tontine-a" target="_blank" data-smartkarma-citation="entities:33390:1" rel="noopener">Pershing Square Tontine -A (PSTH US)</a> issued a <a href="https://pstontine.com/wp-content/uploads/2021/06/PSTH-Press-Release-6.4.2021.pdf" target="_blank" rel="noopener">Press Release</a> describing a complex series of transactions related to the pre-existing Pershing Square (Pershing Square Capital Management or "PSCM") SPAC vehicle (PSTH), <a href="https://www.smartkarma.com/entities/vivendi-sa" target="_blank" data-smartkarma-citation="entities:21076:1" rel="noopener">Vivendi SA (VIV FP)</a> and its unit Universal Music Group ("UMG") which is scheduled to IPO, and a group of follow-on assets.Pershing Square listed what was at the time the largest SPAC ever in July 2020 at US$20/share with a drop-dead dead (when PSTH needed to get a deal done) in late July 2022. The SPAC includes a 1/9th warrant with every share, and holders who hold all the way through the prospective business combination without redeeming were going to get a 2/9th warrant (which was called a Tontine Tarrant). In order to live up to their name, Tontine Warrant holders would also receive a pro-rata portion of the forsaken Tontine Warrants left over when some redeemed their SPAC shares. The SPAC also entered into a "Forward Purchase Agreement" with Pershing Square L.P. and Pershing Square International, and <a href="https://www.smartkarma.com/entities/pershing-square-holdings-ltd" target="_blank" data-smartkarma-citation="entities:967:1" rel="noopener">Pershing Square Holdings (PSH NA)</a> whereby the three parties would purchase US$1bn worth of SPAC shares (with one-third Sponsor Warrants attached) at a date no later than the business combination, and they had the option to purchase up to $2bn more of shares (plus 1/3 Sponsor Warrants). The strike price on the Common Shares for the Redeemable Warrants and Tontine Warrants is US$23.00/share. Sponsor Warrants are US$24.00/share (but longer maturity). The total available capital to contribute to such a combination would therefore be up to US$6.45bn. There was a clause allowing Pershing Square to put in more than $3bn if so mutually agreed. Given that PSTH is/was run by PSCM, "agreement" meant "if Bill Ackman wants to."There has been a lot of speculation on targets based on the initial idea of it being a "mature unicorn", with most observers concentrating on the word "unicorn" and not "mature" for the Tontine SPAC but Pershing Square head Bill Ackman has given hints in interviews (including <a href="https://youtu.be/sRH8F42yo04" target="_blank" rel="noopener">one video interview</a> with WSJ last month) and observer comments had been, as far as I could tell, way off base with people looking at companies to which Bill Ackman would likely be loathe to attach his name. The promise of Tontine Holdings was that it would be a large pot of capital which would "solve the seller's problem." It would also be "iconic" and the S-1 described the acquisition criteria (which effectively meant a bunch of the possible candidates bandied about were never really candidates):<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/211/174/original/Screenshot+2021-06-04+at+5.24.47+PM.png?1622798725" class="editor-image img-responsive" data-smartkarma-image-id="211174"></figure></section>Point #1 probably ruled out an internet growth company. Point #6 suggested it needed to be $15-20bn in market cap. Point #1 and Point#3-4 together suggested a mature cash-flow generative business which could grow. If Thomson Reuters had been for sale, one could have imagined that. There was speculation, quickly denied, that Bloomberg could be the target, but those businesses seem a bit disrupt-able. When I thought of "set-it-and-forget-it" businesses which needed to IPO, I thought of UMG, the Sony-EMI Music Publishing business, or a carveout food products business, because Bill Ackman loves his packaged food products. But I couldn't personally come up with one where I thought that Bill Ackman's structure could "solve a problem" which needed to be solved by Bill Ackman and not public markets. This is a complicated transaction. It seems unnecessarily complicated as so far described. While Bill Ackman is a consummate salesman - everything he has ever invested in as been good for the world if you listen to him - so one has to take what he says with a grain of salt. My first look at the structure suggests that some of the "complexity" involved as discussed in the WSJ interview is due to Bill Ackman solving for Bill Ackman's problems, not Bill Ackman solving for the Seller's Problems. Below the fold I break down the complexity, and the payoff structure for holders of PSTH and how that could work going forward.

An "Everlasting Gobstopper" was a fictional candy from Roald Dahl's children's story Charlie and the Chocolate Factory. It was, according to Willie Wonka - owner of the factory and inventor of its confections - "for children with very little pocket money." The hard candy would change flavours and colours in one's mouth, but it would never shrink to nothingness. It would never disappear. Today 4 June 2021, at 2:30am E.S.T., Pershing Square Tontine -A (PSTH US) issued a Press Release describing a complex series of transactions related to the pre-existing Pershing Square (Pershing Square Capital Management or "PSCM") SPAC vehicle (PSTH), Vivendi SA (VIV FP) and its unit Universal Music Group ("UMG") which is scheduled to IPO, and a group of follow-on assets.Pershing Square listed what was at the time the largest SPAC ever in July 2020 at US$20/share with a drop-dead dead (when PSTH needed to get a deal done) in late July 2022. The SPAC includes a 1/9th warrant with every share, and holders who hold all the way through the prospective business combination without redeeming were going to get a 2/9th warrant (which was called a Tontine Tarrant). In order to live up to their name, Tontine Warrant holders would also receive a pro-rata portion of the forsaken Tontine Warrants left over when some redeemed their SPAC shares. The SPAC also entered into a "Forward Purchase Agreement" with Pershing Square L.P. and Pershing Square International, and Pershing Square Holdings (PSH NA) whereby the three parties would purchase US$1bn worth of SPAC shares (with one-third Sponsor Warrants attached) at a date no later than the business combination, and they had the option to purchase up to $2bn more of shares (plus 1/3 Sponsor Warrants). The strike price on the Common Shares for the Redeemable Warrants and Tontine Warrants is US$23.00/share. Sponsor Warrants are US$24.00/share (but longer maturity). The total available capital to contribute to such a combination would therefore be up to US$6.45bn. There was a clause allowing Pershing Square to put in more than $3bn if so mutually agreed. Given that PSTH is/was run by PSCM, "agreement" meant "if Bill Ackman wants to."There has been a lot of speculation on targets based on the initial idea of it being a "mature unicorn", with most observers concentrating on the word "unicorn" and not "mature" for the Tontine SPAC but Pershing Square head Bill Ackman has given hints in interviews (including one video interview with WSJ last month) and observer comments had been, as far as I could tell, way off base with people looking at companies to which Bill Ackman would likely be loathe to attach his name. The promise of Tontine Holdings was that it would be a large pot of capital which would "solve the seller's problem." It would also be "iconic" and the S-1 described the acquisition criteria (which effectively meant a bunch of the possible candidates bandied about were never really candidates):Point #1 probably ruled out an internet growth company. Point #6 suggested it needed to be $15-20bn in market cap. Point #1 and Point#3-4 together suggested a mature cash-flow generative business which could grow. If Thomson Reuters had been for sale, one could have imagined that. There was speculation, quickly denied, that Bloomberg could be the target, but those businesses seem a bit disrupt-able. When I thought of "set-it-and-forget-it" businesses which needed to IPO, I thought of UMG, the Sony-EMI Music Publishing business, or a carveout food products business, because Bill Ackman loves his packaged food products. But I couldn't personally come up with one where I thought that Bill Ackman's structure could "solve a problem" which needed to be solved by Bill Ackman and not public markets. This is a complicated transaction. It seems unnecessarily complicated as so far described. While Bill Ackman is a consummate salesman - everything he has ever invested in as been good for the world if you listen to him - so one has to take what he says with a grain of salt. My first look at the structure suggests that some of the "complexity" involved as discussed in the WSJ interview is due to Bill Ackman solving for Bill Ackman's problems, not Bill Ackman solving for the Seller's Problems. Below the fold I break down the complexity, and the payoff structure for holders of PSTH and how that could work going forward. 

Pershing Square (PSTH) Turns a Tontine to an Everlasting Gobstopper

President, Vision Research

Robert C Prather Jr

President

Vision Research

Vision Research was formed in 2004 with the vision of generating the best possible fundamental analysis and investment research for smid cap US equities. In 2008, we broadened our coverage to include mid/large cap US stocks.  After researching a  few ideas outside the US each year for a number of years, we launched a dedicated non-US equity product at the end of 2015.  This was followed by the introduction of a product focused on IPOs in mid-2017.

Fundamental Insight

Bill Ackman's SPAC has performed well, trading as high as $34.10 in February 2021 before settling down to +/-$25 for the past few months.On June 4th, 2021, the stock dropped nearly 12% after the SPAC announced an investment in Universal Music Group....find out why

Bill Ackman's SPAC has performed well, trading as high as $34.10 in February 2021 before settling down to +/-$25 for the past few months.On June 4th, 2021, the stock dropped nearly 12% after the SPAC announced an investment in Universal Music Group....find out why

Pershing Square Tontine Holdings (PSTH): Is UMG Acquisition a Good Deal?

Insight Provider, CrossASEAN Research

Nicolas Van Broekhoven

Insight Provider

CrossASEAN Research

At CrossASEAN Research we strive to produce unbiased and differentiated on the ground insights on companies across South East Asia. Our Research is produced for the most part after face to face meetings and conversations with company management to dig deep into the long term vision and strategy of the companies we cover. We seek to deliver investable and actionable themes on sectors and markets across SE Asia, often in collaboration with other Insight Providers across the region, pooling the vast experience of the analysts within the Smartkarma Ecosystem. We also offer bespoke work and tailor made trips for our clients. 

Insights across South East Asia

Equity Bottom-Up

Since 2017 we have written various insights on <a href="https://www.smartkarma.com/entities/vivendi-sa" target="_blank" data-smartkarma-citation="entities:21076:1" rel="noopener">Vivendi SA (VIV FP) and Chairman Bollore.</a><a href="https://www.smartkarma.com/insights/vivendi-coming-ipo-of-universal-music-group-umg-gives-best-exposure-to-growth-in-streaming-music" target="_blank" data-smartkarma-citation="insights:14102" rel="noopener">Vivendi: Coming IPO of Universal Music Group (UMG) Gives Best Exposure to Growth in Streaming Music</a> in October 2017<a href="https://www.smartkarma.com/insights/vivendi-50-trade-sale-of-universal-music-will-receive-strong-interest-17-2-2022-is-coming-closer" target="_blank" data-smartkarma-citation="insights:24640" rel="noopener">Vivendi: 50%Trade Sale of Universal Music Will Receive Strong Interest; 17/2/2022 Is Coming Closer</a> in October 2018<a href="https://www.smartkarma.com/insights/vivendi-viv-fp-equity-all-about-umg-bet-on-vincent-bollore-to-create-maximum-value-by-17-02-22" target="_blank" data-smartkarma-citation="insights:33243" rel="noopener">Vivendi (VIV FP Equity): All About UMG. Bet on Vincent Bollore to Create Maximum Value by 17/02/22</a> in October 2019The crown jewel of Vivendi has been UMG and news over the weekend has come out that 60% of UMG will be listed in Amsterdam. Recall, 20% of UMG is already owned by <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent Holdings (700 HK)</a> which increased its stake from 10% to 20% in late December 2020. The remaining 20% will stay with Vivendi.Vivendi's share price rallied 19.6% on the news and as it is digested all eyes should now be on 17/02/2022. This is the official retirement date of Vincent Bollore. As we have predicted over the years (see previous insights) he will want to leave the group on a high note.We, therefore, expect more value-enhancing moves for Vivendi shareholders by Vincent Bollore. Vivendi remains a solid large-cap European story with anticipation for UMG's IPO surely building in 2Q and 3Q. The question that has been posed since 2017 remains the same: would you rather own <a href="https://www.smartkarma.com/entities/spotify-technology-sa" target="_blank" data-smartkarma-citation="entities:26772:1" rel="noopener">Spotify Technology SA (SPOT US)</a> (65 billion USD market cap), which is the distributor of music, OR would you rather own the largest music catalog owner?Our bet is that once this understanding gets out in the market valuation expectations for UMG will be ramped up aggressively from the minimum 30 billion EUR valuation. Over the coming six months Wall Street banks will be falling over each other to help investors understand the opportunity we have been writing about since 2017. Better late than never.

Since 2017 we have written various insights on Vivendi SA (VIV FP) and Chairman Bollore.Vivendi: Coming IPO of Universal Music Group (UMG) Gives Best Exposure to Growth in Streaming Music in October 2017Vivendi: 50%Trade Sale of Universal Music Will Receive Strong Interest; 17/2/2022 Is Coming Closer in October 2018Vivendi (VIV FP Equity): All About UMG. Bet on Vincent Bollore to Create Maximum Value by 17/02/22 in October 2019The crown jewel of Vivendi has been UMG and news over the weekend has come out that 60% of UMG will be listed in Amsterdam. Recall, 20% of UMG is already owned by Tencent Holdings (700 HK) which increased its stake from 10% to 20% in late December 2020. The remaining 20% will stay with Vivendi.Vivendi's share price rallied 19.6% on the news and as it is digested all eyes should now be on 17/02/2022. This is the official retirement date of Vincent Bollore. As we have predicted over the years (see previous insights) he will want to leave the group on a high note.We, therefore, expect more value-enhancing moves for Vivendi shareholders by Vincent Bollore. Vivendi remains a solid large-cap European story with anticipation for UMG's IPO surely building in 2Q and 3Q. The question that has been posed since 2017 remains the same: would you rather own Spotify Technology SA (SPOT US) (65 billion USD market cap), which is the distributor of music, OR would you rather own the largest music catalog owner?Our bet is that once this understanding gets out in the market valuation expectations for UMG will be ramped up aggressively from the minimum 30 billion EUR valuation. Over the coming six months Wall Street banks will be falling over each other to help investors understand the opportunity we have been writing about since 2017. Better late than never.

Vivendi: IPO of UMG Late '21 to Benefit Tencent; Still Watching 17/02/22 For Final Bollore Fireworks

France

Vivendi SE provides culture, entertainment, media, and communication services. The Company specializes in audiovisual and cinema, communications, magazines, gaming, live performance, and distribution platform activities. Vivendi serves customers worldwide.

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Vivendi SE (VIV FP)

Cloud Village (NetEase Music) Pre-IPO - Tencent Music Peer Comp, Regulatory Impact

Cloud Village Inc. (CVI), also known as NetEase Music, plans to raise around US$1bn in its Hong Kong IPO. The company has also obtained investments...

Sumeet Singh

Cloud Village (NetEase Music) Pre-IPO - Was in the Slow Stream, Playing Catch-Up

Cloud Village (CLV HK), also known as NetEase Music, plans to raise US$1bn in its Hong Kong IPO. The company has also obtained investments from...

Sumeet Singh

Pershing Square (PSTH) Turns a Tontine to an Everlasting Gobstopper

Pershing Square Tontine Holdings is in talks to own 10% of Universal Music Group. The Transaction is complex, with future optionality for PSTH...

Travis Lundy

Pershing Square Tontine Holdings (PSTH): Is UMG Acquisition a Good Deal?

Investors are disappointed in what could be the largest SPAC transaction ever recorded...find out what caused this and why downside might be...

Robert C Prather Jr

Vivendi: IPO of UMG Late '21 to Benefit Tencent; Still Watching 17/02/22 For Final Bollore Fireworks

Vivendi popped 19.6% as plans for a listing of UMG on the Amsterdam exchange were announced. With Vincent Bollore's retirement coming up, expect...

Nicolas Van Broekhoven

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