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A Discounted Backdoor Into An 18% Yield – Buyout Should Close Very Soon
June 23, 2018 6:13 pm|Comments (0)

Due to a generous 8.7% discount to its post-buyout price/unit, we just increased our holdings of Southcross Energy Partners (SXE), a smaller midstream LP, which is being bought by American Midstream Partners LP (AMID).

The deal is supposed to close by the end of Q2 2018, and it has already been approved by SXE and AMID unitholders, and has received final state approval.

Deal highlights – Among many other positive attributes, AMID’s mgt. sees this deal as being immediately accretive to its Distributable Cash Flow. This makes sense – SXE used to pay $ .40/unit quarterly, but eliminated its payout in February 2016. However, SXE generated $ 25.36M, and AMID generated $ 89.88M in DCF over the past four quarters.

(Source: AMID site)

The new entity will also have a simpler structure, with four segments: Gas G&P, Natgas Transportation, Liquid Pipelines, and Offshore Pipelines, with the offshore segment being its largest, contributing 57% of gross margins:

(Source: AMID site)

AMID Assets

AMID has significant offshore assets in the eastern Gulf of Mexico, an area which is projected to see 32% production growth over the next 3 years. Technological advances should also reduce production costs for Gulf oil.

AMID’s CEO detailed this growth on the Q1 ’18 earnings call:

“In February of this year, the Gulf of Mexico produced 1.7 million barrels per day of crude oil and 2.6 Bcf a day of natural gas. To put this in perspective, the Gulf of Mexico is the second largest crude oil producing base in The United States behind only the Permian Basin. It is producing roughly 30% more oil than either the Bakken or the Eagle Ford basins and 3 times more than the Anadarko basin, home of the SCOOP.”

“In Q1 ’18, AMID’s Okeanos pipeline had volume increases of over 10% vs. Q1 ’17, and were up 6% vs. Q4 ’18, due to additional volumes from dedicated wells tied into the system.”

AMID’s Delta House asset has been under maintenance, which has reduced its output. On the Q1 call, management pointed out that “current production is just under half of pre-maintained levels or about 55,000 to 60,000 barrels a day equivalent. However, by July, we anticipate the crude oil and natural gas volume should increase from current levels by 64% and 155%, respectively”.

In addition, AMID is receiving support from ArcLight Partners’ affiliate, Magnolia Infrastructure Holdings, LLC, “to provide additional capital and corporate overhead support to us during the first three quarters of 2018 in connection with temporary curtailment of production flows at Delta House. Pursuant to the agreement, Magnolia has agreed to provide support to us in an amount to be agreed, up to the difference between the actual cash distribution received by us on account of our interest in Delta House and the quarterly cash distribution expected to be received had the production flows to Delta House not been curtailed. Subsequent to the balance sheet date of March 31, 2018, we have received $ 9.4 million for such support”. (Source: AMID Q1 ’18 10-Q)

(Source: AMID site)

AMID has over 1,565 miles of natural gas and crude oil gathering systems, 8 processing plants with ~325 MMcf/d of capacity, 4 fractionation facilities, a fleet of 75 crude oil transportation trucks and 95 trailers, and ~20 NGL transportation trucks. Its onshore assets are located in some of the most prolific production areas, including the Permian and Eagle Ford basins:

(Source: AMID site)

(Source: AMID site)

AMID’s natural gas transmission segment has significant firm, take or pay contracted volumes in Arkansas, Alabama, Mississippi, and Louisiana, with a balanced customer mix.

Management commented upon the uptick in volume on the Q1 ’18 earnings call:

“AMID’s Southeast Natural Gas Transportation assets performed very well, establishing a new throughput record of over 835 million cubic feet a day. This segment experienced 75% growth in gross margin over 2017, as a result of the acquisition of the Trans-Union pipeline in the fourth quarter of 2017 and strong demand as a result of exceptionally cold weather across the Southeast US.”

A Backdoor Discount

SXE continues to sell at a discount to its post-buyout price, which is equivalent to .16 units per AMID unit. With AMID at $ 10.00 on 6/21/18, SXE should have been trading at $ 1.60, but it closed at $ 1.46.

Distributions

SXE doesn’t currently pay a distribution, but after the buyout, the converted SXE units will receive the same $ .4125 quarterly payout as current AMID unitholders.

At $ 1.46, SXE is trading at a post-buyout equivalent of $ 9.13, which translates into an 18.08% yield. AMID’s next ex-dividend date should be ~8/3/18, with a pay date of ~ 8/14/18:

Deal Terms

“AMID has agreed to acquire equity interests in certain Southcross Holdings’ subsidiaries that directly or indirectly own 100% of the limited liability company interests of the general partner of SXE and approximately 55% of the SXE common units by issuing 3.4 million AMID common units, 4.5 million new Series E convertible preferred units (the ‘Preferred Units’), options to acquire 4.5 million AMID common units (the ‘Options’) and the repayment of $ 139 million of estimated net debt. The Preferred Units will be issued at a price of $ 15.00 per unit and may be paid-in-kind at the AMID common unit distribution rate at AMID’s option for two years. AMID will have the right to convert the Preferred Units to AMID common units if the AMID 20-day volume weighted average price exceeds $ 22.50. The Options are American-style call options with an $ 18.50 strike price that expire in 2022.” (Source: AMID site)

There shouldn’t be any immediate threat of the Series E convertible preferreds converting into more AMID common units since they can’t convert unless AMID’s common price goes higher than $ 22.50, which is over twice its current price level.

Here’s the breakdown of pre- and post-buyout units, which will total ~63.22M after the deal goes through:

We calculated what the post-buyout distribution coverage should look like, using the combined trailing Distributable Cash Flow/Unit of both companies as of 3/31/18 vs. AMID’s current $ 1.65/year payout.

The initial post-deal coverage should work out to about 1.10X, which is what AMID’s press release listed:

“AMID expects the transaction to be single-digit accretive to DCF/unit in 2018 and 2019, approaching double-digit accretion in 2020. AMID expects to maintain a pro forma distribution coverage of 1.1 to 1.3 times”. (Source: AMID site)

Trailing Earnings

Judging by AMID’s and SXE’s trailing figures, this deal should be just what the Dr. ordered – both companies should emerge stronger as one entity.

Due to non-core divestitures, AMID has had declining DCF and distribution coverage, with coverage falling to 1.04X. EBITDA has been down slightly over the past four quarters as of 3/31/18.

SXE’s EBITDA has been just about flat, but its DCF fell -17.82% over the past four quarters.

In addition to its divestitures, AMID’s management has made a series of acquisitions in order to transform the company into a more stable cash flow model. AMID hasn’t gone to the equity markets to fund these acquisitions.

(Source: AMID site)

Valuations

The market has pressured SXE’s price/unit to an extreme point – it’s currently selling for just 15% of Book Value and .11X Price/Sales. SXE’s Price/DCF of just 2.81X is also the lowest valuation we’ve seen in many moons.

Debt

Another part of the rationale for this buyout is for the combined company to emerge with lower debt leverage. Since AMID hasn’t funded its growth via issuing more units, its debt leverage has increased:

“In conjunction with the transaction, AMID will continue executing against its stated capital optimization strategy to deliver a strong pro forma balance sheet with substantial liquidity. AMID is targeting an additional $ 400 to $ 500 million of non-core asset sales primarily related to its terminaling services segment.”

“These proceeds, incremental debt financing and modest equity will allow the combined entity to target closing pro forma trailing debt to EBITDA of near 4.5 times with a 12- to 18-month goal of near 3.5 times and target pro forma liquidity of $ 300 to $ 400 million.” (Source: AMID site)

In February, AMID announced a definitive agreement for the sale of its refined products terminaling business to DKGP Energy Terminals LLC, a joint venture between Delek Logistics Partners LP (DKL) and Green Plains Partners LP (GPP), for approximately $ 138.5 million in cash, subject to working capital adjustments. The transaction is expected to close in the first half of 2018.

AMID’s management just announced on 6/18/18 that it has “entered into a definitive agreement for the sale of its marine products terminaling business to institutional investors advised by J.P. Morgan Asset Management, for approximately $ 210 million in cash, subject to working capital adjustments. The transaction is expected to close in the third quarter of 2018.” (Source: AMID site)

We assembled this table to get an idea of how the proposed debt leverage is working out. As of 3/31/18, AMID had Net Debt/EBITDA leverage of 6.63X, its leverage was 8.03X, and the combined leverage was 7X.

In this table, we used AMID management’s Net Debt/EBITDA targets in tandem with its asset sales to see if the targets are realistic. Management is targeting annual post-deal EBITDA of $ 300M and a 12-month goal of ~4.5X leverage.

With the sale to DKL of $ 138.5M, and the $ 139M paydown of SXE’s debt, the initial Net Debt/EBITDA may be ~5.88X, which is much better than the Q1 ’18 figure of 7X.

Moving forward to Q3 ’18, with the JPMorgan $ 210M sale, the debt could reach $ 1,250.99M, with a Net Debt/EBITDA ratio of 5.04X. This is assuming a devil’s advocate scenario in which trailing EBITDA merely stays flat, at $ 248.52M, which may be too conservative seeing that mgt. is targeting $ 300M annually.

Management addressed post-deal debt and DCF on the Q1 ’18 call, asserting that it should generate $ 300M in EBITDA and hit $ 140M in DCF, which is much higher than the combined $ 115M AMID and SXE generated in the most recent four quarters:

“Following the closing of the Southcross acquisition and combined with a positive impact of recent growth initiatives, we remain on track to generate pro forma annualized EBITDA in excess of $ 300 million and approximately $ 140 million in distributable cash flow.”

It looks like the combined companies could hit that 12-month leverage target of 4.5X if they’re able to increase their EBITDA:

Risks

Debt Leverage: AMID’s 2018 Q1 10-Q states that, as of 3/31/17, its total leverage ratio was 5.23X. However, we came up with a higher figure of 6.6X. One of the distinctions that management makes is not counting non-recourse debt in its presentations – it refers to “compliance leverage”:

(Source: AMID 2018 Q1 10-Q)

Moody’s downgraded AMID on May 4, 2018, but note the reference to the financial support from ArcLight Partners:

“Speculative Grade Liquidity (SGL) Rating to SGL-4 from SGL-3. Other ratings remain on review for downgrade. The downgrade of the liquidity rating to SGL-4 reflects deterioration in liquidity and Moody’s expectation that AMID will have weak liquidity over the next 12 months as the partnership continues to rely heavily on its revolver while executing on aggressive growth strategies and repositioning of its asset base”.

“The SGL-4 liquidity rating reflects Moody’s expectation that AMID will have weak liquidity over the next 12 months. At year-end 2017, the partnership had $ 9 million of cash and only $ 48 million available under its $ 900 million revolver. Financial covenants limit access to less than the full revolver which expires in September 2019. ArcLight intends to support the partnership through April 2019 to comply with its financial covenants, if necessary. Also supporting the partnership’s liquidity is its ability to monetize assets. Moody’s notes that the partnership anticipates it will close on the sale of its refined products terminals during the second quarter of 2018 for $ 138.5 million (subject to working capital adjustments).” (Source: Moody’s)

Deal Execution – There’s always a chance that the buyout won’t go through. However, it has been approved by both boards, by the unitholders of both AMID and SXE, and 4/10/18 they received the final state-level regulatory approval for the merger. On the Q1 ’18 call, management said that “at this time, we expect to close this transaction during the second quarter.”

Summary

We increased our holdings of SXE, based upon the current post-buyout price discount, and the very attractive 18% post-buyout yield. Another plus is that a very supportive, veteran energy investing firm, ArcLight Capital Partners, owns ~27% of AMID’s units.

(Source: AMID site)

All tables furnished by DoubleDividendStocks, unless otherwise noted.

Disclaimer: This article was written for informational purposes only, and is not intended as personal investment advice. Please practice due diligence before investing in any investment vehicle mentioned in this article.

Disclosure: I am/we are long SXE, DKL.

I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.

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Spillover Risk: Cryptocurrencies May Pose A Very Real Threat To Stocks And The Economy
January 29, 2018 6:00 am|Comments (0)

Last month in “It’s A Mad, Mad, Mad World“, I took a stab at explaining how and why cryptocurrencies represent a systemic risk.

Over the last year, I’ve developed a pretty solid understanding of Bitcoin, blockchain, and the cryptosphere in general. But if you’re a regular Heisenberg reader, you know that my definition of “solid understanding” is a bit different from most people’s definition.

Being able to talk intelligently about something isn’t even close to what I would consider sufficient when it comes to putting digital pen to digital paper. That’s why everything I’ve written about cryptocurrencies and Bitcoin over at Heisenberg Report revolves around price action, psychology, the reasons why cryptocurrencies aren’t viable as “money” and the possible knock-on effects for other assets and/or the broader economy (i.e. systemic risk).

I feel comfortable discussing those aspects of the cryptocurrency phenomenon because those discussions lean heavily on things I am extremely qualified to talk about. That is, when it comes to price action, investor psychology, what it means for something to be a currency (or to be “money”, so to speak) and systemic risk, I have much more than a “solid understanding”. In those matters, I’m a walking encyclopedia. What I do not posses encyclopedic knowledge of are the technological underpinnings of digital currencies. Again, I have a solid understanding of the technological points, but you’re not going to see me penning manifestos about why blockchain is or isn’t going to change the world or why Ripple can or can’t upend SWIFT.

Just to be clear, I don’t think developing that depth of understanding when it comes to the technology is important right now for anyone other than the people who are behind this movement and maybe a handful of academics who can perhaps help discern how the technology can actually be applied in a way that has some utility outside of speculation and/or outside of providing what Nassim Taleb has called “an insurance policy that will remind governments that the last object establishment could control, namely, the currency, is no longer their monopoly.”

The reason I don’t think it’s necessary for the rest of us to get too bogged down in it is precisely because by the time it matters, something bad will have happened that will ultimately force governments to regulate cryptocurrencies so heavily that they will cease to be objects of public fascination and thus vehicles for speculation.

There are a number of things that can go wrong here, some of which obviously have to do with the potential for cryptocurrencies to serve ostensibly nefarious purposes, but what I try to zoom in on are the possible knock-on effects for traditional markets and also for the economy more generally.

One particularly disconcerting development is that according to a LendEDU poll published the day after Bitcoin peaked in December, nearly 20% of people were using a credit card to get in on the craze:

(LendEDU)

Hilariously (or not, depending on your penchant for dark humor), that actually coincided with a spike in Google searches for “can you buy Bitcoin with a credit card?”:

(Google Trends)

Correlation doesn’t equal causation, but it seems like some coincidence that the publication of the poll cited above, the peak in that Google Trends chart, and Bitcoin’s high at roughly $ 20,000 all came within the same 48-hour window.

The risk there is clear. That effectively represents a high interest loan collateralized by an “asset” that’s depreciated by roughly 50% over the ensuing month. The chances that ends up showing up in, for instance, banks’ losses on credit cards are probably low, but you can’t rule it out.

On top of that, at least one bank recently “went there” by trying to estimate what the “wealth effect” (i.e. an increase in consumers’ propensity to spend based on unrealized gains in financial assets) might be from Bitcoin trading in Japan. The fact that anyone is even talking about that is unnerving. If, for instance, consumers did in fact end up spending more based on gains in their cryptocurrency accounts and that was reflected in high level economic data, the sugar high from that could evaporate in the event those unrealized crypto gains disappear. That could create noise in the data and make q/q and m/m compares more difficult, complicating policymaker reaction functions.

But beyond all of that, it’s becoming increasingly likely that traditional risk assets will begin to take their cues from the crypto market. Deutsche Bank was out with a great note this week describing how, far from the “safe haven” status crypto proponents often ascribe to Bitcoin, cryptocurrencies in fact represent exactly the opposite. That is, they represent the new frontier in risk-taking, replacing short vol. as the proxy for risk sentiment. Here’s the bank’s Masao Muraki:

The current ‘triple-low environment’ of low interest rates, low spreads, and low volatility has given birth to new asset classes like implied volatility (ETFs selling volatility), and cryptocurrencies. The prices of both asset classes have plummeted and rebounded simultaneously and in 2018, correlation between Bitcoin and VIX has increased dramatically.

The problem here is that just as the proliferation of strategies that explicitly or implicitly rely on the low-volatility environment continuing has the potential to create a “tail wagging the dog” dynamic whereby vol. spikes force selling in the underlying, if cryptocurrencies are increasingly viewed by larger investors as a proxy for risk sentiment, sharp moves have the potential to spill over. Here’s Deutsche again:

Cryptocurrencies are closely watched by retail investors, affecting their risk preferences for stocks and other risk assets. Although institutional investors recognize that stocks and other asset valuations may have entered bubble territory (US equities’ average P/E is around 20x), they cannot help but continue their risk-taking. Now, a growing number of institutional investors are watching cryptocurrencies as the frontier of risk-taking to evaluate the sustainability of asset prices. The result is that institutional investors, who are supposed to value assets using their sophisticated financial literacy, analysis, and information-gathering strengths, are actually seeking feedback about the market from cryptocurrency prices (which are mainly formed by retail investors). We believe the correlation between Bitcoin and VIX can increase as more institutional investors begin trading Bitcoin futures.

Underscoring that is a new piece out in the Wall Street Journal that documents the extent to which retail brokerages are seeing an avalanche of inflows from what they say are first-time investors (millennials are specifically named) attempting to capitalize off the gains in crypto-related stocks and, when they’re allowed to trade them, Bitcoin futures. Here’s the Journal:

Discount brokerages TD Ameritrade Holdings Corp., E*Trade Financial Corp. and Charles Schwab Corp. reported surges in client activity at the end of 2017 that have accelerated in January. The firms attributed much of the activity to retail, or individual, investors who are opening brokerage accounts for the first time, some of them lured by the boom in cryptocurrency and cannabis investments.

[…]

“Crypto and cannabis…volumes have been up big,” E*Trade Chief Executive Karl Roessner said Friday on the firm’s fourth-quarter earnings call with analysts and investors. Despite the bitcoin-futures offering not being “a material offering,” Mr. Roessner said about a 10th of daily average revenue trades—a key metric for brokerages—has so far this month been blockchain- or pot-related.

Keep in mind that the obvious risks in inherent in all of that come on top of the risk associated with clearing crypto derivatives with other assets. Those risks were laid out in an open letter to the CFTC penned by Thomas Peterffy, the billionaire founder and chairman of Interactive Brokers, back in November.

Earlier this month, the Cboe’s suggested that futures on other cryptocurrencies could eventually be in the cards. To wit, from comments Chris Concannon, Cboe’s president and chief operating officer, made at a press briefing in New York:

You look at the entire crypto space and you look at what other products have the liquidity and the notional size, a derivative makes sense.

I guess that depends on your definition of “makes sense”. For now, crypto ETFs are still getting quite a bit of pushback from the SEC, but it’s probably just a matter of time before we cross that bridge as well.

But irrespective of how this develops, crypto risk is already embedded in markets and to a lesser extent in the broader economy as detailed above. And I could give you a long list of other arguments to support the same contention.

To be clear, more and more people are starting to voice concerns about spillover effects. For instance, Wells Fargo’s Chris Harvey has been very vocal about the risk to stocks over the past couple of months. Here’s what he told CNBC in his latest appearance on the network:

We see a lot of froth in that market. If and when it comes out, it will spill over to equities. I don’t think people are really ready for that.

No, people are probably not “ready for that”. And part of the reason no one is ready is because it’s not clear that everyone understands the points Deutsche Bank made in the note cited and excerpted above.

What all of this suggests for investors is that you’re going to have to start watching cryptocurrencies the same way you might watch the VIX. If it’s true that larger investors are going to start using cryptocurrencies as a proxy for risk sentiment, well then you might want to start asking yourself what that might mean in terms of the potential for a large drawdown in the space to impact what you previously assumed were unrelated assets.

I’m not saying you should obsess over every tick in Ripple, but when you see things like that $ 400 million theft from Coincheck on Friday, you should consider that fair warning about how unstable that market really is.

One last thing: I’m not sure the flipside of everything said above is ever going to be true. That is, even if Bitcoin and other cryptocurrencies have another year like 2017, you’re never going to be able to reliably extrapolate anything from that about a positive wealth effect for the economy or for increased risk appetite in equities. Why? Simple: because cryptocurrencies are so volatile that any of the positive externalities from a sharp rally have to be discounted because they can all be negated virtually overnight. You cannot extrapolate anything on the positive side from appreciation in an asset that, like Bitcoin, is 15-25x as volatile as the S&P, 20x-40x as volatile as gold, and 5x-11x as volatile as oil (according to Barclays and as measured by the coefficient of variation):

(Barclays)

Nothing further. For now.

Disclosure: I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours.

I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.

Editor’s Note: This article covers one or more stocks trading at less than $ 1 per share and/or with less than a $ 100 million market cap. Please be aware of the risks associated with these stocks.

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AirPods or electric toothbrushes? The internet is very confused.
September 9, 2016 2:25 am|Comments (0)

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Upon Apple’s announcement of the iPhone 7 and its wireless AirPods, consumers took to social media to express their confusion about the wireless headphones. Read more…

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