Disclaimer

The articles in the blog are intended for informational purposes only, with the aim of encouraging thoughtful discussions. The articles should not be relied upon as financial advice. Please read the important disclaimer at the bottom of the page before proceeding.

Valuing CapitaLand Post-Restructuring


 

I wrote about CapitaLand’s restructuring awhile back, taking a more qualitative approach to understand CapitaLand Investment Management’s (“CLIM”) business. This follow up post discusses how I would value CLIM, based on a sum of the parts (“SOTP”) analysis of its three main revenue sources – 1) Value CLIM’s stake in its REITs and Private Funds, 2) Value of Investment Properties, and 3) Value of Investment Management and Property Management Platform.

The SOTP analysis would give us the implied intrinsic value of CLIM, and if we were to compare that against the deal on the table now, which includes CICT shares as well as a cash portion, we can then decide whether it presents a compelling opportunity.

Capital Structure of CLIM



Firstly, based on the restructuring announcement in March, I estimated the level of debt CLIM is expected to carry. The announcement noted that CLIM would hold c.23.4 billion of assets, while the NAV of CLIM would be 14.7 billion. Working backwards, we would arrive at a debt level of 8.7 billion, in order to reconcile the amount of assets and net asset value. Of course, there would be a certain amount of net working capital (cash, receivables, payables etc), but we would exclude that for now as this information is unavailable.

Value of CLIM’s stake in its REITs and Private Funds




As the investment manager of these public and private funds, CLIM holds sizeable stakes in these funds, so that they have skin in the game and the interests of the manager and unitholders are aligned. The value of CLIM’s stakes in the REITs can be easily calculated based on the latest share prices of these REITs. For the Private Funds, we would have to use the value provided in March – 7.8 billion, and I adjusted that to reflect the same 1.5% decrease in value as its REITs. Note that post-restructuring, because of the units of CICT distributed, CLIM would hold 22.9% of CICT.

Value of CLIM’s Investment Properties

The restructuring involves the transfer of a number of investment properties to CLIM, which includes both commercial, retail and business park properties, with the view of eventually injection these assets into the REITs or selling them off to third party buyers. The value of these investment properties was stated to be 10.1 billion in the restructuring announcement. Given that the value of these properties we as of 31 Dec 2020, I believe an appropriate approximation would be to look at the price to book rations of comparable public REITs, and apply that to CLIM’s investment properties.



I computed the latest P/B ratios of Singapore listed REITs in similar sectors and arrived at an average P/B ratio of 0.92x. Do note that if we apply this P/B multiple to CLIM’s investment properties, we would we using a conservative estimate, as the P/B of the REITs are applied on NAV, whereas we would be applying the P/B multiple to the asset value of CLIM’s investment properties (without debt).

Value of CLIM’s Investment Management & Property Management Platform

CAPL currently has funds under management (“FUM”) of 79.2 billion as of Mar 2021, with a 100 billion FUM target by 2024. The acquisition of Ascendas Singbridge in 2019 provided a substantial boost to FUM. Going forward, CAPL has just announced its registration as a PE fund manager in China, which would allow it to further grow its FUM in China.



Valuing this business segment is probably the most subjective, yet it is the most lucrative segment of CLIM. In fact, one of the key reasons for the restructuring process was because CAPL’s management believes that the market does not realise the true value of the Investment Management platform, which is asset light, highly scalable and delivers a predictable stream of income. Currently, CAPL reports income from its fund management and property management/service residence platform separately, but going forward, CLIM would consolidate these figures for reporting, as “Total Fee Income”. The fund management platform has an average EBITDA margin of c.56% from 2017 to 2020, which indicates strong profitability and even rivals that of top tech companies. Given that there would be little depreciation and amortization for an asset light business segment, I estimated that the net profit margin for the investment management platform (Fund Management, Property Management and Serviced Residence) would be 25%.

The “Total Fee Income” figures reported by CAPL is computed by including fee income from consolidated REITs before elimination at group level, which I understand it to be the total fee income that REIT unitholders pay on a 100% basis. However, CAPL’s proportionate stake would have to be eliminated at group level; for example, if CAPL owns 30% of the REITs’ units, then the “actual” total fee income would only be 70% of the reported “Total Fee Income” as 30% of that is a related party transaction.

Using the “Total Fee Income” reported in the 1Q 2021 Business Update, CAPL earned Total Fee Income of 186.7 million and 203.6 million for 1Q ’20 and 1Q 21 respectively. On a run rate basis, Total Fee Income for FY21 would then be 814 million. Given that CAPL’s average stake in its REITs is 28.5%, the net amount of “Total Fee Income” would be 582.3 million. Using the 25% net profit margin mentioned above, the Investment Management segment would generate a net profit of 145.6 million. The restructuring announcement noted that comparable Real Estate Investment Managers trade at an average forward P/E multiple of 19.4x, thus I applied a 20x P/E multiple to value CLIM’s investment management platform.

SOTP Valuation

Based on the individual valuations of the three business segments, I computed the SOTP valuation of CLIM, using both CAPL’s current share capital as well as the fully diluted share capital:


 


I then computed CAPL’s implied share price, which includes the distribution of CICT shares and the cash consideration:


 

Risks

This valuation of CAPL assumes that the restructuring would be approved by shareholders, and also that the scheme conditions are not breached - for example, the Material Adverse Change clause that I have written about

Conclusion

Based on the SOTP valuation of CLIM, we arrive at an implied target price of $4.46 (current share capital) and $4.31 (fully diluted share capital) for CAPL, indicating an upside of 21% and 17% respectively from the closing price of $3.68 on 25 Jun 21.  

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Disclaimer: This article is intended for informational and discussion purposes only, and do not constitute financial advice. When in doubt, please contact a licensed financial adviser.

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Should SPH Shareholders take Umbrage at the Proposed Restructuring?




Imagine you are running a company that has multiple lines of businesses. Most of your businesses are doing well, except for your restaurant business that has seen declining profitability. Due to changing consumer preferences, your restaurant has seen falling revenues over the past decade, but was still profitable all along. Recently, due to Covid-19, your restaurant has recorded its first-ever loss in FY2020.

Now, because you believe that your restaurant would continue to make losses in the future, you want to get rid of your restaurant business. You look around for potential buyers/takers, and I offer to take over your failing restaurant business.

What would be a fair price for this business?

Suppose I told you – firstly, you will had over your business to me. Additionally, I want you to give me $80 million in cash and $30 million in shares of your company and your subsidiary. I also want you to give me two buildings – the building that your restaurant operates in, and also the corporate office of your restaurant, worth a combined $147 million. All in, you have to give me around $250 million to take over your failing restaurant business.

What would you say?

You’d probably wonder why I’d even propose such a deal. You might even think I’m crazy.

But that’s the deal on the table for SPH shareholders as part of the restructuring exercise. Talk about taking umbrage!

The Public Reaction

When I first watched the clip of the CEO’s heated response to the journalist, I honestly found it hilarious. How dare you! But I did not expect this to blow up into such a sensational issue. A lot has been said about the competency of having retired generals taking up roles in the private sector. My view is that it all boils down to corporate experience and culture.

Take the example of Mr Chew Shouzi, the Singaporean who recently took over as the CEO of TikTok. Similar to our public sector scholars, Mr Chew has stellar academic credentials, earning his undergraduate degree at UCL, followed by a Havard MBA. Subsequently, his career path included a stint at Goldman Sachs as an investment banker in the Technology, Media & Telecommunications sector, followed by making partner at a leading Tech-focused venture capital fund. During his tenure as the CFO of Xiaomi, he led their IPO process in Hong Kong. In his most recent role, he was the CFO of ByteDance (Tik Tok’s parent company) before assuming the role of TikTok CEO. All round relevant experience in the Tech and Media sector.

Now, if you could choose, what profile would you pick to be the CEO of SPH?

On the point of culture, in organisations where seniority takes absolute precedence, individuals in senor positions may be blindsided by issues on the ground, especially if their subordinates constantly seek to paint the best picture. Over time, one may be entrenched in such systems, and may find it difficult to adapt to roles which require innovation in competitive industries.

This is a systemic issue, and I came across an excellent article on Quora which discusses the issue.

https://www.quora.com/Do-you-think-an-overhaul-is-needed-in-the-Singapore-civil-service-in-how-we-select-our-leaders-government-scholarship

What’s Next for Shareholders?

Shareholders would have to vote on the proposed restructuring sometime in July/August 2021. Since it is and EGM, it probably requires the approval of 75% of shareholders for the restructuring to proceed. I spoke to an SPH shareholder, who somehow seems to think that the deal would definitely go through, as there are substantial shareholders who would definitely support the deal. However, this is not true, as under the Newspaper and Printing Press Act, nobody can become a substantial shareholder of SPH without the approval of the Minister. Hence, no shareholder controls more than 5% of SPH shares, and 99.9% of SPH shares are held by the public, as per its 2020 Annual Report.

I think some shareholders may have been confused with the management shares class that SPH issues. Basically, the management shares only have greater voting power (200 votes per share vs 1 vote per share for ordinary share) when it comes to issues such as appointing or dismissing directors or any member of the staff of the company. In all other situations, ordinary shares are entitled to the same voting rights (1 vote per share) as the management shares. Currently, there are 16.3 million management shares, compared to 609.3 million ordinary shares. Hence, the voting power during the EGM on the proposed restructuring lies in the hands of each and every SPH shareholder.

What are the potential scenarios?

1. As per the analogy described above, shareholders decide that the best choice would be to give away c.250 million in cash and kind, to get rid of the underperforming media business. The proposed restructuring gets approved.

2. Shareholders decide that giving away c.250 million to dispose the underperforming asset is ridiculous. Shareholders request that the management seek a better deal for them. Ideally, the CLG is seeded with cash from “private and public sources” first, which then buys over the media business from SPH on a willing buyer, willing seller basis. For a reference, Alibaba acquired the South China Morning Post for $266 million USD in December 2015, in an all cash deal. Alternatively, variations of the financial terms of the deal could be negotiated, for example, SPH pays less than $80 million, or SPH does not transfer SPH News Centre and Print Centre (worth a combined $147 million) but instead rents the building to the CLG, and continue to collect rental income. Finally, sometime down the road, the financial aspects of the become more acceptable to SPH shareholders, and they approve of the transaction.

3. The proposed restructuring is not approved by Shareholders, and SPH Media remains part of SPH for the foreseeable future. SPH Media is *expected* to make losses over the next few years. Do note that SPH Media has always been profitable pre-pandemic, and only recorded its first loss ever due to Covid-19. What I find interesting is that for companies that have always been making losses (Grab, WeWork etc), they always project some improvement to profitability in the future, no matter how far-fetched it may sound to some. Now, we’re seeing the exact opposite, where a business segment that has always been profitable, is expected to “incur losses and widen” over the next few years. My point being – what really happens in the future is really anyone’s guess.

Conclusion

Much of the debate has been around the issues of editorial integrity, advertiser interests, quality of journalism and the like, but the decision the SPH shareholders face is essentially a financial one. However, if we were to see SPH Media from the perspective of serving as a “public good”, as the provider of news and information to the public, then the issue becomes about who should bear the cost of providing public goods? Should it be the taxpayers, in the form of Government financing, or should it be the SPH shareholders (who are most likely taxpayers themselves too), who have already seen the value of the investments declined so drastically, and yet are expected fork out an additional $250 million? Tellingly, the SPH shareholder is the one with the power to decide, not the taxpayers.

There are definitely no easy answers, but I’m sure we would all be watching closely on how this plays out.

Disclaimer: This article is intended for informational and discussion purposes only, and do not constitute financial advice. When in doubt, please contact a licensed financial adviser.

Note: As of writing, I do not have a position in SPH. However, my positions may change from time to time without further any updates to this post. 

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