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The big news overnight and into this morning is that all parties that may be involved in a deal to acquire LO (directly or not) acknowledged through press releases that in fact the parties are underway in discussions yet noted that there is “no certainty that any deal will take place”.  This not-so-new-news (rumors have persisted since March of this year of a deal between RAI and LO), is bolting LO as high as 5%+ intraday (to $66) as of this writing.

We are riding out our long position in LO, which we initiated as a Best Idea Long on 2/26/14 at $47.74, to a price target of $80. We expect to see RAI and LO work closely to get this deal done, and attach an 85% probability that a deal in fact gets done.  Assuming yesterday’s (7/10) closing price of $63.09, we assume there’s an additional 26% upside to our target, and ~ 8% of downside to $58 should a deal not get done.

Facts Around a Deal:

  • British American Tobacco (BAT) owns 42% of RAI and would have to approve any merger. The company has indicated it wishes to maintain its existing stake
  • Imperial Tobacco Group may be a key buyer of select RAI brands to assuage any U.S. antitrust concerns.  As is, RAI+LO would command 67% of U.S. menthol market – definitely an antitrust flag, so we expect divestiture from RAI’s menthol properties
  • Imperial targets from RAI’s menthol brands could include Kool, Winston and Salem, or ~5% of its business. [For more on Imperial’s Positioning see Imperial Sweetens Potential RAI-LO Deal]
  • Whispers are Imperial may have $7B to spend – it’s interested in building out a U.S. business
  • We suspect that RAI’s new CEO Susan Cameron (announced in late April) was positioned by the board to get a deal done (and transform the company) rather than simply accept a buy-out from BAT


  • RAI+LO would have annual sales of $13B and market cap of $56B, or 42% share of U.S. tobacco, second to #1 MO at 51%
  • Per the chart below we expect LO’s blu business to propel the entire business to a higher growth rate over the next 5 years
  • The tobacco group (PM, MO, LO, RAI) is currently trading at a forward P/E of 16.8x vs 13.2x 5-YR historical average
  • Superior fundamentals of LO’s menthol business, leading share of e-cigarette category in blu (45% across all channels), and the synergies involved in a combined RAI+LO (estimated ~ $500-$600M) should command/propel a higher P/E multiple as tobacco moves into an even more tightly consolidate industry = additional pricing power to defend declining volume trends
  • We suggest LO should command a P/E of 17x to 18x
  • We expect LO to command at least $80/share. Below is a sensitivity chart to assess various ranges based on 5-yr forward EPS estimates and discount rate applied

Riding Out the LO Gravy Train! - z4

Howard Penney

Managing Director

Matt Hedrick


Fred Masotta