Author Topic: LILA - Liberty Global Latin America tracker  (Read 98882 times)

giofranchi

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Re: LILA - Liberty Global Latin America tracker
« Reply #100 on: November 08, 2015, 11:40:40 PM »
That's one of the niceties of investing with Malone: You really can trust him doing stuff like this in an efficient way. There are great opportunities to create or destroy value for shareholders through acquisitions. He really has proven to be a guy who creates value through financial transactions.

+1

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rpadebet

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Re: LILA - Liberty Global Latin America tracker
« Reply #101 on: November 09, 2015, 07:17:03 AM »
Does IRS wash sale rule apply if I swap LILA for LILAK?
You can't connect the dots looking forward you can only connect them looking backwards. So you have to trust that the dots will somehow connect in your future. You have to trust in something: your gut, destiny, life, karma, whatever.
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muscleman

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Re: LILA - Liberty Global Latin America tracker
« Reply #102 on: November 09, 2015, 08:39:39 AM »
CWC's 2015 first 6 months EBITDA: 427 M dollars. Let's assume 850 Mn per year EBITDA.
Current long term debt: 2.8 bn.
If acquired at 5 bn market cap, the EV/EBITDA ratio is 9.17x.

LILA's current market cap is 1.6 bn. Debt: 2.3 bn. EBITDA is not able to be found. Adjusted OIBDA number is $127 per quarter, so about 500 mn per year. My understanding is that adjusted OIBDA is somewhat equivalent to adjusted EBITDA. Please let me know if I am wrong.
So the EV/EBITDA ratio is approximately 8x.

I would argue that this may be a somewhat fair value deal with CWC. We won't know until we see the offer terms.

Let's say we use your 500 mn EBITDA figure. You left out 238.2 mn cash and 63 mn fair value of derivatives in the LiLAC Group, so EV/EBITDA is about 7.3.

You are right......
I looked at CWC's cash position. It is only 151 mn, so that only adjusts the EV/EBITDA to 9x. Using LILA at 7.3x to acquire CWC at 9x is definitely a dilution for currently LILA shareholders. In addition, I noticed that CWC's cable and broadband revenue isn't that strong, basically just in the Caribbean. In all other areas, this revenue figure is either pretty small or none. Therefore, it is kind of like acquiring a teleco at 9x instead of a cable business at 9x. I wonder what's your thought on this? Maybe we will have huge cable growth from here and it would be ok? I am a bit concerned here.

Munger_Disciple

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Re: LILA - Liberty Global Latin America tracker
« Reply #103 on: November 09, 2015, 10:03:20 AM »
According to CWC's web site, they have 3.7M mobile customers and 388K broadband customers. So it looks more like a merger of LILA's cable business with CWC's wireless business. They also have sub-sea and over the land fiber to support future internal growth as well as B2B, wholesale business.

mevsemt

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Re: LILA - Liberty Global Latin America tracker
« Reply #104 on: November 09, 2015, 11:38:22 AM »
When thinking about how a potential deal could be structured, don't forget CWC's tax assets ($5+ billion of UK capital losses and $3+ billion of US trading losses).  Now, these assets are currently "stranded" at CWC since they have no UK/US operations.  LiLAC wouldn't be able to use these assets either... at least not directly. 

But remember, LiLAC is a tracker, so I suppose it's possible for LBTY to send cash over to LiLAC to help fund the deal, and then immediately after the deal is closed LiLAC could send the UK tax asset over to LBTY.  Essentially, this would "un-strand" the CWC UK tax asset since LBTY would be able to use it...

ni-co

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Re: LILA - Liberty Global Latin America tracker
« Reply #105 on: November 09, 2015, 12:12:39 PM »
When thinking about how a potential deal could be structured, don't forget CWC's tax assets ($5+ billion of UK capital losses and $3+ billion of US trading losses).  Now, these assets are currently "stranded" at CWC since they have no UK/US operations.  LiLAC wouldn't be able to use these assets either... at least not directly. 

But remember, LiLAC is a tracker, so I suppose it's possible for LBTY to send cash over to LiLAC to help fund the deal, and then immediately after the deal is closed LiLAC could send the UK tax asset over to LBTY.  Essentially, this would "un-strand" the CWC UK tax asset since LBTY would be able to use it...

Thanks, mevsemt, this is a great point. Shifting tax-losses is one of the main advantages Malone once mentioned when comparing tracking stocks to spin-offs, so it's highly probable that this will work which makes the whole deal even more attractive.

I'm very curious how they are going to structure this deal in the end. I just can't see Malone realizing a huge taxable gain on his personal CWC stake and him accepting this "leakage". This is mostly independent from his role and interests in LBTYA/LILA. He wouldn't agree to that in an acquisition by a theoretical third party either and I don't think this transaction could go through without the consent of such a large CWC shareholder.

mevsemt

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Re: LILA - Liberty Global Latin America tracker
« Reply #106 on: November 09, 2015, 12:34:25 PM »
Well, hopefully they'll figure out a way to make the deal work... Another idea is they could offer both LiLAC AND LBTY shares in proportion to the relative values of CWC's operating assets and tax assets.   It's possible CWC shareholders will be given an all stock option (which will make it tax efficient for Malone) as well as a cash/stock option. 

BTW I wonder if LiLAC could use CWC's US tax asset to shield gains from selling their Puerto Rico business... Remember, the PR asset currently has potential synergies that can only be realized by a US company (i.e. CHTR). 

wisborough

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Re: LILA - Liberty Global Latin America tracker
« Reply #107 on: November 09, 2015, 01:53:28 PM »
CWC. March Year end. It will have about $2.6bn USD of debt. It has market cap currently of $4.8bn. and minorities worth about $1.5bn.  So its EV excl. tax losses is $8.9bn.   Its ebitda for fymarch 2016 is expected to be about $925mn.  EV/EBITDA is 9.6x  March 16.  This will not include the full rate of its cost synergies ($125mln target) from its merger with Columbus earlier in the year - add approx $100mln on to this - so its on about 8.7x March 2016 pro forma for the synergies.

It has a very inefficiently structured balance sheet. it has not tax relief on its debt.  So on interest bill of c.$210mln per annum currently.  As Liberty has taxable income in UK  it can save almost $50mln a year on the interest bill alone via tax relief.

so Malones entry into CWC was via selling his stake in Columbus to CWC. CWC was a struggling incumbent telco business  with hugely underinvested assets- i wonder why he did it this way when he could have purchased Columbus for Liberty Global a year ago and then picked up the the CWC scraps on the cheap.


loganc

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Re: LILA - Liberty Global Latin America tracker
« Reply #108 on: November 09, 2015, 11:36:20 PM »
When thinking about how a potential deal could be structured, don't forget CWC's tax assets ($5+ billion of UK capital losses and $3+ billion of US trading losses).  Now, these assets are currently "stranded" at CWC since they have no UK/US operations.  LiLAC wouldn't be able to use these assets either... at least not directly. 

But remember, LiLAC is a tracker, so I suppose it's possible for LBTY to send cash over to LiLAC to help fund the deal, and then immediately after the deal is closed LiLAC could send the UK tax asset over to LBTY.  Essentially, this would "un-strand" the CWC UK tax asset since LBTY would be able to use it...

I haven't done much diligence on CWC and apologize for my ignorance, but could you point to where the tax assets are disclosed in the public financial statements?  TYIA.

ni-co

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Re: LILA - Liberty Global Latin America tracker
« Reply #109 on: November 10, 2015, 01:56:39 AM »
When thinking about how a potential deal could be structured, don't forget CWC's tax assets ($5+ billion of UK capital losses and $3+ billion of US trading losses).  Now, these assets are currently "stranded" at CWC since they have no UK/US operations.  LiLAC wouldn't be able to use these assets either... at least not directly. 

But remember, LiLAC is a tracker, so I suppose it's possible for LBTY to send cash over to LiLAC to help fund the deal, and then immediately after the deal is closed LiLAC could send the UK tax asset over to LBTY.  Essentially, this would "un-strand" the CWC UK tax asset since LBTY would be able to use it...

I haven't done much diligence on CWC and apologize for my ignorance, but could you point to where the tax assets are disclosed in the public financial statements?  TYIA.

See note 2.7 (pages 111-112) in their annual report:

Quote
The US$7,339 million (31 March 2014 US$6,643 million) tax losses include UK capital losses of US$5,507 million (31 March 2014 US$5,421 million). Tax losses have not been recognised as there are insufficient taxable profits to utilise those losses in future periods.

Compare the sheer size of these losses with CWC's EV of ~$8bn. I think taxes could even be the main driver behind the transaction. Though usually capital losses can only be used to offset capital gains, CWC's losses can be of tremendous value for Liberty.

By the way, Malone is holding his shares through a LLC holding. I don't know enough about US corporate tax law but there might be a way to structure so that his holding can accept a (part) cash offer without paying tax on the gains.
« Last Edit: November 10, 2015, 05:49:58 AM by ni-co »