Table of Contents
Merger Masters
Columbia University Press
Publishers Since 1893
New York Chichester, West Sussex
cup.columbia.edu
Copyright 2018 Kate Welling and Mario Gabelli
All rights reserved
E-ISBN 978-0-231-54891-5
Library of Congress Cataloging-in-Publication Data
Names: Welling, Kate, author. | Gabelli, Mario, author.
Title: Merger masters : tales of arbitrage / Kate Welling and Mario Gabelli.
Description: New York : Columbia University Press, [2018] | Includes index.
Identifiers: LCCN 2018022551 (print) | LCCN 2018025255 (e-book) | ISBN 9780231548915 (e-book) | ISBN 9780231190428 (hardback : alk. paper)
Subjects: LCSH: ArbitrageCase studies. | Consolidation and merger of corporationsCase studies. | InvestmentsCase studies.
Classification: LCC HG4521 (e-book) | LCC HG4521 .W38765 2018 (print) | DDC 338.8/30922dc23
LC record available at https://lccn.loc.gov/2018022551
A Columbia University Press E-book.
CUP would be pleased to hear about your reading experience with this e-book at .
Cover design: Noah Arlow
Contents
KATE WELLING
THE IMPETUS AND inspiration for this book were all Mario J. Gabelli. The concept is Marios, he convinced me to write it, and he made sure that the not-inconsiderable resources of GAMCO Investors were behind my efforts. For the experience, Im forever in Marios debt. The principles of value investing are well known today, in large part because Warren Buffetts monumental success has emblazoned them in the zeitgeist. Think of this volume, as I do, as my old friend Marios way of highlighting the principles and practices of the other crucial arrow in his investment quiver, merger arbitrage, which has allowed him to translate Wall Streets addiction to deals, deals, and more deals into low-risk, consistent, and non-market-correlated compound returns for clients. The how, once shrouded in mystery, is today both accessible and pretty much infinitely adaptable, as these profiles illustrate. Opportunities are multiplying, even as I write.
This volume would not have been possible, whats more, without the generous cooperation of the arbitrageurs and industrialists profiled. All extraordinaryand extraordinarily differentindividuals, they took the time necessary to school me in their own perspectives on deal investing, and I thank them.
I also owe very special thanks to Regina Pitaro, for demystifying risk arbitrage; and to Paolo Vicinelli, Ralph Rocco, Willis Brucker, and the Gabelli merger-arb team for constant and congenial support. Also to Christopher P. Bloomstran, a great friend and better value investor, for constructive commentary on the manuscript.
If I know anything about the craft of financial journalism or the art of writing, its to the credit of my mentorcolumnist and editorthe incomparable Alan Abelson. Any mistakes are my own.
Finally, without the unwavering love and support of my husband of the past forty years, Don Boyle, and our sons, Brian and Tom, I doubt Id have penned a word.
10-K | annual corporate financial report filed with SEC |
10-Q | quarterly corporate financial report filed with SEC |
13D | SEC form that must be filed within 10 days by any person or group acquiring a beneficial interest in more than 5% of a companys securities. |
13F | SEC form required quarterly from institutional investment managers with discretion over $100 million or more of regulated securities, listing the names and sizes of holdings |
A$ | Australian dollars |
AUM | assets under management |
BA | Bachelor of Arts |
Basis point | one hundredth of one percent, used chiefly to describe differences in interest rates |
BC | Boston College |
Bear hug | an unsolicited and richly priced takeover bid that is potentially so irresistably attractive to the target companys shareholders that a management has little choice but to recommend that its shareholders accept it |
Big Board | nickname for the New York Stock Exchange |
Bips | Wall Street slang for basis points |
BKN AU | ticker symbol of Bradken, an Australian mining equipment supplier |
CEO | chief executive officer |
CFA | chartered financial analyst |
CFO | chief financial officer |
CIO | chief investment officer |
CLO | collateralized loan obligation. CLOs are derivatives, a form of securitization where payments from multiple middle sized and large business loans are pooled together and passed on to different classes of owners in various tranches. |
Convergence trade | A form of arbitrage. Buying one asset forward, for future delivery, and selling a similar asset forward for a higher price, in expectation of profiting from the eventual convergence of their prices. |
COO | chief operating officer |
DA | district attorney |
DIP Loan | debtor in possession financing typically granted during pendency of a bankruptcy case is usually considered senior to all other debt, equity, or other securities of a company. In other words, holders of DIP debt generally go to the front of the line when a bankrupt companys obligations are repaid or it is liquidated. |
DIY | do it yourself |
DJIA | Dow Jones Industrial Average, or the DOW, a somewhat dated shorthand for the market |
DLJ | Donaldson, Lufkin & Jenrette |
DOJ | Department of Justice |
EBITDA | earnings before tax interest, taxes, depreciation, and amortization |
ETE | Energy Transfer Equitys ticker symbol |
ETF | exchange traded fund |
EU | European Union |
FCC | Federal Communications Commission |
FDA | Food and Drug Administration |
Finco | financial company, a generic term for a corporate financial subsidiary |
FTC | Federal Trade Commission. Federal agency with oversight of many corporate transactions |
GAAP | generally accepted accounting principles, standardized accounting rules set out by the Financial Accounting Standards Board, invariably more stringent than anything a company reports as adjusted earnings |
Greenmail | Akin to blackmail, a premium a company pays to buy its own shares back from a potential hostile acquirer. |
GM | General Motors |
GMAC | General Motors Acceptance Corp. |
Highly confident letter | An aggressive financing tool invented by Drexel Burnham in 1983 to permit its corporate raider clients to launch LBO bids before their debt financing was fully in place. |
HNG | ticker symbol and nickname for Houston Natural Gas when it was a listed company. |
IFB | Ivan F. Boeskys IFB Managing Partnership |
IPO | initial public offering |
ISS | Institutional Shareholder Services, a proxy advisory firm |
JD | |