With its cheesy and cliché-sounding title, it’s a wonder anyone buys You Can Be a Stock Market Genius after seeing it at Barnes & Noble. The only reason I even ordered it was that it was recommended to me by several people as one of the most valuable investing books for the cost ($5-10). I’ve read and reread it multiple times, and I can’t emphasize enough how great a resource it is.
Although it covers a few topics which are a bit dense for the average investor, if you take the time to read through the entire thing, I can guarantee that you will learn some useful strategies for finding investment opportunities. The main topics covered in his book are spinoffs, rights offerings, risk arbitrage, merger securities, bankruptcies and restructuring, recapitalizations, warrants, and options. If none of those words makes any sense to you, don’t worry! By taking a little time to understand what situations these arise in, you will easily give yourself an advantage over most people who are unwilling to put in the research. Even if you dial in on one single strategy, it will be incredibly helpful.
For the uninitiated, below is a quick summary of each of the terms I’ve mentioned above.
A relatively common event which is exactly like it sounds it would be—a larger company “spins off,” or sells, a subsidiary company to its shareholders or to the general public. The main reason why a company would do this is recognize the intrinsic value of a company that might otherwise be too complicated to assess. For instance, if a large company deals primarily in retailing (think Walmart or JC Penney), but they own a tire manufacturer or even something totally unrelated like an offshore oil prospecting company, it might be hard to value the combined company, since their business models are so different. If the two companies then separate, analysts or investors can more accurately value the new companies. Often times in valuing a company the methods an investor will use might vary based on what industry they are in. Without getting into too much detail on valuation (a post to come on that later), by separating the parent company from the spun off subsidiary, the investing public will now be able to value each company separately, and (hopefully) realize an increased value.
One of the possible methods a company might use to spin off a subsidiary. A rights offering is basically when the parent company gives its current shareholders the right, but not the obligation, to buy the new spinoff shares at a discount to market value. This benefits both the company and the shareholders as the company can raise a little bit of money, while the shareholders can buy the new company at a discount before the rest of the market.
This is essentially a form of gambling on the outcome of a specific deal that was announced in the news. Risk arbitrageurs are those making the bets. When a company announces an acquisition, they usually include the agreed price that they will pay. For instance, in mid August 2010, Blackstone Group (BX on the NYSE) announced that they would acquire Dynegy, Inc. (DYN) for $4.50 a share. On August 12th, DYN was trading around $2.78 a share. Overnight, the price of the shares catapulted to around $4.50 since the deal was seen as being almost certainly to go through. Without getting into too much detail, there are risks surrounding every deal between companies that might make the deal fizzle or run into problems. Risk arbitrage is betting on the outcome of the deal in the hopes of making a few cents per share if it does or doesn’t go through. The BX-DYN deal has a few special factors which would make it different, but often after a deal is announced, the targeted company trades slightly below the deal value. The difference is the “arbitrage” that some traders try to capitalize on.
Merger securities are a bit complex so I’ll be brief here. They can arise in mergers where the acquiring company wants to use other forms of payment rather than cash or pure stock. Basically, they make the transaction more complicated for various reasons, usually to confuse people and get them to sell the securities (only sort of kidding). An example could be three year, 9% interest convertible bonds with redemption at the company’s choice (exactly).
Bankruptcies and restructuring
Bankruptcies are something everyone knows about. There are two main types of business bankruptcies, Chapter 11 and Chapter 7. Chapter 11 (of the US Bankruptcy Code) is used when a company wants to restructure its business or capital structureand is seeking protection from creditors (those who hold the company’s debt). Chapter 7 is used when a company wants to liquidate its assets to pay off its debt, and then will return whatever is left (if anything) to the shareholders.
When a company files for bankruptcy protection, its public stock is usually removed from the stock markets (delisted), and when it emerges from bankruptcy, it relists its new stock on the market. Often, the stock trades at a depressed value for a period of time, because formerly bankrupt companies are considered undesirable for most average investors’ portfolios. That is where the opportunity lies for those willing to understand the story surrounding a bankruptcy.
Generally speaking, to recapitalize is simply to change the capital structure of a company. It can arise in various situations, but anything that the company does to either pay down (or issue more) debt, or issue more (or buy back) equity, is considered a recapitalization. Recapitalizations are used to increase the value of the company’s stock.
Options are somewhat more common, and give the holder the right, but not the obligation, to buy or sell the underlying stock at a given price, at a predetermined time. There are two main types of options: calls and puts. A call is the right to buy a stock, and a put is the right to sell a stock. Options are contracts traded on exchanges between two parties, similar to stocks.
Warrants are similar to options except that they are issued directly by the company, whereas options are contractual agreements between two parties in the public market. A three-year warrant to buy Google stock at $600 a share would allow the holder to buy the stock at any time during the next three years from Google directly for $600.
Despite the seeming complexity of some of the situations and securities described above, Greenblatt’s book really emphasizes that special situations are really not that hard to understand. Most average investors, he argues, are not willing to put in the time to fully learn about a potential investment opportunity. Those that do will therefore have an informational advantage, and will find opportunities that others miss. His book really explains the concepts in a very readable way, and he gives several case studies in each chapter showing what he looked for when analyzing an opportunity, and what mistakes he made too. It is a very valuable read, as I mentioned, and I would highly recommend it to anyone seeking to learn more about special situations investments. One of the core value investing tenets is that you must be willing to do your homework when it comes to finding opportunities. I realize that it might not seem conducive to the part time investor to spend time reading financial statements, but even an hour a day for a few days can help you feel more secure when making a specific investment.
In short: buy this book! It’s well worth the small cost.
Bio of Joel Greenblatt
(per the book’s back cover)
Joel Greenblatt is the founder of the New York-based Gotham Capital, a private investment partnership whose stock portfolio achieved returns of $52 for each $1 invested at its inception, and a former chairman of a Fortune 500 company with more than $1 billion in sales. Greenblatt holds a B.S. and an M.B.A. from the Wharton School. He lives on Long Island and works in Manhatten.