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The Shareholder Forumtm

support for fair value realization

of stock investments in

DBM Global Incorporated

(f/k/a Schuff International Inc.)

 

 

Support of Minority Shareholder Interests

The Shareholder Forum had offered to support Appraised Value Rights ("AVR") of DBM (f/k/a Schuff International) minority shareholders in 2014 following a $31.50 per share tender offer by the company's controlling shareholder, HC2 Holdings, Inc., with the stated intent to proceed with a short-form merger "as soon as practicable.”

HC2 acquired DBM shares in the 2014 tender offer and other purchases bringing its total holdings to 92% of outstanding DBM shares, but has not proceeded with a merger. The Forum has continued to support the minority shareholder interests of its AVR participants in this context.

 

     
Forum Home Page [see Broadridge note belo

w]

The Shareholder Forumtm

support for appraised intrinsic value realization

of stock investments in

DBM Global Incorporated

(f/k/a Schuff International Inc.)

 

 

AVR Status

Following its $31.50 per share tender offer to acquire 89% of Schuff stock and subsequent open market purchases to secure 90.6% ownership, HC2 Holdings, Inc., has stated its intent to proceed with a short-form merger "as soon as practicable.”

Upon HC2's notice of merger, the Forum will support demands for appraisal of DBM (f/k/a Schuff) stock for which Participants have reserved AVR Management.

 

     

Forum AVR participant distribution:

Investor anlaysis of decision to sell HC2 and hold 91% subsidiary Schuff

 

The private investor report below is made available to Forum AVR participants with the permission of its author, Michael R. Zapata of Sententia Capital Management, LLC.

 

Source: Sententia Capital Notes, March 19, 2015 report


HC2 Holdings- Sold


March 18th 2015

HCHC- SOLD

Following HC2's earnings report this week, the stock moved closer to $10, or 6x EV/EBITDA, our estimated intrinsic value, which is where we sold.

 

Background

We first identified HC2 prior to their name change, from PTGi, in January of 2014. They were trading below NAV at a $60m mkt cap with no debt and $200m in NOLs. Phil Falcone purchased a 40% stake and received board seats. He then withdrew PTGi's DEC13 request to be voluntarily delisted. The initial thesis was that he was going to explore ways to take advantage of the NOLs by building out PTGi. 

 

In March 2014, PTGi renamed itself to HC2 Holdings (Harbinger Capital 2??) and also re-designated a non-operating segment from for-sale to ongoing. This furthered our view. In June, HC2 purchased a 65% stake in Schuff International at a price of less than 3x EV/EBITDA, ultimately consummating a tender for 91% of the company in the Fall. HC2 continued to purchase additional companies throughout last year. (There are some great breakdowns of these companies and valuations discussed by Bradd Kern on Seeking Alpha.) As HC2 continued their acquisitions, they issued preferreds and began to lever up HC2. Through one of these debt issuances, HC2 themselves valued their majority owned Schuff position north of $55/share valuation compared to their $31.50 purchase price (*relevant to those who also have an investment in SHFK). A catalyst we were anticipating, uplifting to a major exchange from OTC, occurred at the start of 2015. 

 

Why we sold

Valuation. We sold our position based on the $10 price for ~$70m EBITDA, or roughly 6x EV. Schuff  represented about ~$45m of EBITDA. 6x is typically viewed as a cheap valuation, but coupled with execution and key-man risk, and a conglomerate structure, we feel this is fairly valued. For execution and key main risk, the Falcone exposure is greater the more fair valued the company is, requiring more and more deals with strong cash flows to support the debt that is being put on and the preferreds that are being issued.

 

Outcome/Post

The stock has tripled since JAN2014. 

 

From a long-term view, HC2 may indeed be in its early stages, as this is now Falcone's primary focus after leaving Harbinger last year. However, we feel the margin of safety has closed and we are replacing the investment with other opportunities due primarily to the execution and key-man risk. We acknowledge that we may be getting out early, and we'll continue to track this to evaluate post-investment lessons. 

 

Lessons learned

- Don’t unnecessarily trade out of the stock. I sold out of this position as it eclipsed $8 the first time. Thankfully, we got back in under $8, but considering the tax implications, the return's full potential was hurt.

- Size based on margin-of-safety. We initiated a small position in the company, <2% of the portfolio. As we evaluated the transactions, especially the Schuff acquisition, we added making it a 7% position. Stepping back, it would have been prudent to build it quicker, especially as PTGi was initially trading for less than NAV when we noticed Falcone's initial moves.

- PUSH/PULL (Thanks, Craig.)- Schuff played a role in this investment and it’s being fairly valued now through HC2. We are pushing HC2 out of the portfolio with another construction position, while also keeping our Schuff* position. 

 

*Schuff 

We have maintained our Schuff investment and continue to expect HC2 to announce a short-form merger, as they have stated. Once this is announced, we will look to pursue our appraisal rights. 

We were pleased to see Schuff reach $45m EBITDA for 2014 and expect this to be surpassed in 2015 as their backlogs continue to be near highs and non-residential construction continues to build up. Our initial write-ups on Schuff can be found here.
 


Michael Zapata

Sententia Capital Management, LLC 

667 Madison Ave, 25th Floor, New York, New York 10065 

M: 212.851.3488 F: 212.320.0654

 

 

   

About

Sententia® Capital Management is a value-investing based capital management firm. 

   

Legal 

This document is for informational purposes only and is not intended as an official confirmation of any transaction. All market prices, data and other information are not warranted as to completeness or accuracy, are based upon selected public market data, and reflect prevailing conditions and Sententia's views as of this date, all of which are accordingly subject to change without notice. Sententia has no obligation to continue offering reports regarding the company. Any investment involves substantial risks, including, but not limited to, pricing volatility, inadequate liquidity, and the potential complete loss of principal. This report’s estimated fundamental value only represents a best efforts estimate of the potential fundamental valuation of a specific security, and is not expressed as, or implied as, assessments of the quality of a security, a summary of past performance, or an actionable investment strategy for an investor.This document does not in any way constitute an offer or solicitation of an offer to buy or sell any investment, security, or commodity discussed herein, or any security in any jurisdiction in which such an offer would be unlawful under the securities laws of such jurisdiction; or of any of the affiliates of Sententia. Investors should conduct independent due diligence, with assistance from professional financial, legal and tax experts, on all securities, companies, and commodities discussed in this document and develop a stand-alone judgment of the relevant markets prior to making any investment decision.

   

 

Sent from mzapata@sententiacapital.com

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The project supporting investor interests in Schuff International, Inc. is being conducted by the Shareholder Forum for the benefit of Participants that have reserved Appraised Value Rights ("AVR") Managment, subject to conditions including standard Forum policies that each Participant is expected to make independent use of information obtained through the Forum and that participation is considered private unless the Participant specifically authorizes identification.

Inquiries may be sent to shfk@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.

 

 

 

The project supporting investor interests in DBM Global Incorporated (f/k/a Schuff International, Inc.) is being conducted by the Shareholder Forum for the benefit of Participants that have reserved Appraised Value Rights ("AVR") Management, subject to conditions including standard Forum policies that each Participant is expected to make independent use of information obtained through the Forum and that participation is considered private unless the Participant specifically authorizes identification.

Inquiries may be sent to shfk@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.