The Whiteboard - Most Recent
Sysco's trust issues
Q. What? Sisqo’s having trouble in his private life?
A. No, I'm not referring to rap musicians who have no faith in others; I'm talking about the merger of two food distribution companies, Sysco and US Foods.
They're the two biggest firms in their industry, which means their merger is likely going to encounter the antitrust police.
Q. The antitrust police? What is this, "Minority Report?"
A. OK, they’re not really police. A bunch of regulators from the Federal Trade Commission are likely to examine this merger, to make sure that a Sysco/US Foods behemoth isn’t going to take over the whole food distribution business and cut everyone else out of the picture.
Q. That sounds fair. Is this standard operating procedure in a modern capitalist society?
A. Actually, antitrust law, also known as anti-monopoly law, has been around in some form since Roman times at least, and it’s used to make sure that the markets are places where both buyers and sellers can do business fairly. The idea is to make sure that smaller businesses won’t get unfairly squeezed out by a monopoly that’s cornered the market, and consumers won’t get gouged by a seller because there’s nowhere else to buy.
Q. Is this like my annual physical -- a quick process? Or more like open-heart surgery?
A. It depends. Sometimes the process is very quick, but the Sysco/US Foods merger could be under antitrust scrutiny for a while. The American Airlines/U.S. Airways merger, which formally happened today, spent several months under the regulatory microscope before it was cleared for takeoff, and Sysco’s CEO said he fully expects the FTC to scrutinize the deal.
Q. What are the chances of the deal going through?
A. Pretty good. The new company would have a 30-35 percent market share, but there are as many as 15,000 food distribution companies in the U.S., so the pie is still pretty big. Reuters spoke with several antitrust experts who said the FTC may insist Sysco sell some parts of its business before it gives the deal the green light.
Why Quiznos could go from toasty to just plain toast
Quiznos isn't making enough money to afford the interest payments on its debt.
QIP Holdings, as the company that runs Quiznos is formally known, bought some breathing room today, by coming to an agreement with its lenders, to whom it owes roughly $600 million. Those talks were sparked by Quiznos failure to make an interest payment on one of its loans, an event that could have led to those lenders calling its loan and taking possession of the business.
And unless Quiznos can find a way to keep current on its debt, the company could go under.
If that happens it won't be the first time. The company nearly went bust in 2012, and was only saved by the involvement of a private equity company and its lenders' willingness to take a haircut on their investment. Specifically, the lenders forgave $305 million of the company's debt, reducing it to $570 million from $875 million. And they only agreed on the condition that the company go through a turnaround process, with a new executive in charge.
But the turnaround hasn't worked. The Wall Street Journal reports that the company has whiffed on a number of performance targets, also known as covenants. The company's lenders could put the company into bankruptcy, if they wanted to, but bankruptcy is a messy business, involving all sorts of lawyers and judges and court reporters, all of which can get very expensive.
So Quiznos gets to soldier on, but with the odds stacked against it. It's competitors' sandwiches are often cheaper; it's franchises fail at a high rate; and that hudge debt burden has to be serviced every month. That's a lot of money going out the door before anything else can be paid for.
Some of the investors in this deal must be thinking Quiznos is toast.
Explainer: Paul Volcker's rule
Banks are bracing themselves. Next Tuesday we may finally witness the rollout of the completed Volcker Rule ... and so ...
Q. What’s the Volcker Rule, again?
Back in 2010, former Fed Chairman Paul Volcker proposed curbing excessive risk-taking by banks by banning proprietary trading. Nice and simple, he thought: A policy that should be about four-pages long.
Q. 2010? That’s nearly four years ago! Why hasn't it happened yet?
Today, the Volcker Rule looks a bit like a neutered dog: It has swollen to a tremendous size – nearly 1,000 pages covering 400 regulations – and it has lost almost all its aggression against the banks. Almost everyone complains that the rule doesn’t define two key terms: Hedging or market-making. This effectively means that there is a giant loophole in the law, through which any half-decent banking lawyer will be able to drive a battle tank.
Q. Hedging and market-making? What are they? And why are they so important?
Hedging and market-making are two key functions performed by banks of all sizes all over the world.
A hedge is essentially an insurance contract: In the same way that I make an investment (paid monthly to an insurance company) to protect myself if something goes wrong with my car (like if it gets stolen); so too do banks insure themselves by making investments (say, buying ...
Crocs and the PIPE
No, Crocs is not on crack: It needs money.
The PIPE is a way of raising cash, in what's called a private investment in public equity.
Q. Sounds complicated. What does it mean?
It means a private equity fund - Blackstone, in this case - buys shares in a public company - like Crocs.
Q. Where do those shares come from?
They're shares owned by the company. When a company "goes public" in an IPO, it doesn't put all its stock on the market. A big chunk of shares are held by the company's officers, and maybe by the company itself.
Q. So if the company needs money, why doesn't it sell its shares on the open market?
It could, but that would take a long time. If it dumped all the shares it wanted to sell on the market in one go, that could send the price sinking, which would kind-of defeat the point. It could also sell the block of shares in what’s called a secondary offering. But that takes a long time -- it’s a lot like an IPO, where you hire an investment bank, go on a roadshow and jump through all sorts of regulatory hoops.
Q. So a PIPE is quicker. But is it cheaper?
Probably not. In exchange for doing the deal quickly, the private equity company usually buys the shares at a discount to their trading price.
Q. But what about Crocs. I like my plastic shoes and know lots of folks do too. So why does Crocs need the money?
The company’s not saying, but word is they’re raising the cash to buy back a bunch of their own stock.
Q. Whoah, hold on! They’re selling stock to raise cash to buy stock? How does that make sense?
Companies buy back stock for a number of reasons. Sometimes it’s because they want more control of the company; sometimes it’s because they want to be sure the value of the shares remains high. In Crocs case, there’s talk of a restructuring, which Blackstone would help with. The company could be aiming at holding as many shares as it can afford to buy, to make that restructuring as smooth as possible.
Why 13 is a lucky number, economically-speaking
The Richmond Federal Reserve had some good news for us today: Its survey of industrial activity in November registered a 13. Now most folks might consider 13 to be an unlucky number, but in a month when most economists had expected the survey to score four, up from a score of one in October, 13 looks pretty good. So when you hear the news that the Richmond Federal Reserve rated the economy a 13, you probably have a couple of questions:
1. What? There’s a Federal Reserve bank in Richmond?
To most of us, the Federal Reserve is the nation’s central bank, and we really only pay attention to it when it’s pumping oodles of cash into our banking system, or fiddling with interest rates. But the Fed is more than just the house of Greenspan/Bernanke/Yellen. It's a network of 12 regional Federal Reserve Banks, located around the country, each of which has its own chair, its own area of responsibility, and tracks economic progress in its region. So while the quarterly announcements from the big ol' Fed give us a view on how the entire U.S. economy is doing, data from the regional Feds, of which Richmond is one, give us a much more focused view of how the economy is doing in certain areas.
2. So what does 13 mean?
Every month, the Richmond Fed surveys industry in Virginia, the Carolinas, Maryland, Washington, D.C. and West Virginia. It plugs all of that data into its abacus and comes up with an index. It’s a lot like the Dow Jones Industrial Average – a weighted average of data. So when you hear the Richmond Fed’s survey increased to 13, that’s a bit like hearing the Dow reached 16,000.
And given where we are in our economic recovery right now, 13 is a great number. So let’s consider ourselves lucky.
Lien times: The HELOC is back
If you've ever taken out a loan, whether to buy a car or a house or a new PlayStation, you've probably heard the term lien. "I'm putting a lien on your house," for instance.
That’s pretty standard: The bank who lends you the money puts a lien on your property. Fail to make those payments, and the bank gets the house or the car, or whatever.
But what about a second lien? It's pretty apparent, right? A second loan on the same property.
The rules for a second lien are similar to the first, and the net effect is the same: Fail to make a payment on the loan, and the lender can legally force the sale of the house, to get their money back. The only difference is that the second-lien lender has to wait in line: The main mortgage lender gets paid in full first, and only then will the second-lien lender get refunded.
In the U.S., second-lien loans on homes usually come in the form of a home equity line of credit, or HELOCs. If you recall, the HELOC was a key player in the financial crisis.
As home prices kept increasing, many Americans borrowed against their homes. But when the value of the property fell, they found themselves underwater on their mortgages: Owing more than the house was worth.
Small wonder that HELOCs fell out of favor over the last five years: Homeowners were scared of them, and lenders didn’t like that they risked not getting the full amount of their loans back as property values fell.
But now, it seems, the HELOC is back. Bloomberg News reports that HELOC originations could rise 16 percent this year and reach another five-year high in 2014.
Home prices are rising, and real estate watchers like Zillow reckon the number of underwater homeowners is falling sharply. Americans are once again taking advantage of rising real estate prices to pull money out of their homes.
We can hope that this time they’re doing it to renovate (as opposed to buying a jet ski), but the risks remain the same.
That HELOC may not seem like a lot of money compared the main mortgage, but fall behind on payments, and you’re in danger of losing the whole enchilada.
Today’s monetary forecast: Low rates through the summer
Three numbers out today are fodder for fiscal doves to argue that the economy is giving a green light to the Fed to keep buying bonds and pumping money into the economy:
Retail sales: Rose more than forecast in October. Translation: Low borrowing costs and rising home and stock values are juicing the economy. Keep pumping!
Existing home sales: Fell in October to the lowest level in four months as rising interest rates and limited supply crimped the market. Translation: The Fed needs to keep hammering at interest rates, to keep them low so that Americans can afford to buy homes. Keep pumping!
And the kicker, inflation: The Consumer Price Index fell for the first time in six months. Translation: The cost of living is falling, and inflation is still barely moving the needle. Keep pumping!
Add that to Ben Bernanke’s statement last night that the Fed will likely hold down its target interest rate after it stops its quantitative easing program, and possibly after unemployment falls below 6.5 percent, and you have a low interest rate environment that could last until next summer, at least.
Fiduciary duty, new rules for advisers and an explainer
You see those beads of sweat on the brow of your financial adviser? She’s rushing to get you to sign on the dotted line before the SEC creates a uniform fiduciary rule for brokers and advisers.
This could be a very big deal for the personal finance industry, but when I mentioned it to Kai Ryssdal, he said, “Sorry man, you lost me at uniform fiduciary rule.”
So if you’re confused about anything involving the word fiduciary consider yourself in good company. And consider yourself in need of this here explainer video:
So why is it a big deal? Because if the rule is written right, brokers and financial advisers will have to act as a fiduciary, which means they’ll have to act in the client’s best interest. That’s your best interest, not theirs. That means they won’t be allowed to sell you some dodgy mutual fund or insurance product that pays them a fat commission.
Hats off to the Consumer Federation of America, which drafted the proposal. The SEC’s Investor Advisory Committee is expected to vote on it Friday.
Here’s the nub, according to the subcommittee: That any fiduciary duty imposed by the SEC should provide "an enforceable, principles-based obligation to act in the best interest of the customer.”