Wow! A shocking transaction that, along with the IGT/GTECH transactions, should transform the industry.
- Immediately accretive to cash flow and EPS
- Deal was done in 3 weeks and 1 day
- Expect to close transaction quickly - early 2015
- EBITDA multiple: 10.2x excluding synergies; with synergies, 6.8x LTM multiple
- 80% of $220m cost synergies will be achieved by end of 1st year
- $220m breakout
- COGS: $33m
- R&D: $43m
- SG&A: $144m
- Financing with 3 banks: BofA, JPM, and DB
- Pro-forma combined rev (LTM ending 3/31/2014): SGMS: $1.649bn, BYI $1.363bn
- Pro-forma EBITDA: SGMS $544m (not including $73m unrealized WMS synergies) BYI: $466m adjusted EBITDA (not including $30m from Shuffle Masters acquisition)
- Combined pro-forma EBITDA $1.366bn EBITDA
- $25m on capex synergies on an annual basis in 2nd yr after completion of deal
- Over $1bn in cash flow
- Tax benefits: SGMS has large net operating losses. Can shelter $144m in US taxes by fully utilizing its NOLs.
- BYI will realize full $30m synergies by end of June period
Q & A
- SGMS: approached BYI and they agreed
- Disagree that number of suppliers shrinking. Industry getting broader and broader. Consolidation doesn't affect landscape. Plenty of competition.
- Leverage: would like to return leverage ratio in the mid 4s
- Comfortable with debt maturities
- $220m synergies doesn't include the WMS synergies
- Capex: area of opportunity
- SGMS will report 2Q earnings on Tuesday.
- Possible revenue synergies: social gaming content across WMS, SciGames, and BYI. Lottery systems and BYI systems integration opportunities.
- SGMS and BYI: excellent standing with regulators; not concerned with potential issues with SEC
- SGMS+BYI market share still not as big as IGT
- IGT/GTECH: synergies complementary with SGMS/WMS deal
- SGMS/BYI: more overlap than IGT/GTECH
- No changes with bond covenants
- Intend to keep all the brands
- Will file a 8k merger agreement shortly
- Current Sales force: one for slots, one for lottery systems
Client Talking Points
The phase transition in volatility (from bearish to bullish TREND) was already manifesting (11.94 was our TREND breakout signal line), so now we’ll get the immediate-term TRADE overbought volatility signal (see our Q3 Macro Theme of #VolatilityAsymmetry for longer-term context).
The Russell 2000 is down -3.7% year-to-date (and down -7.2% since the VIX bottomed July 7th) - this correction in U.S. growth expectations is real. Yesterday’s PMI print of 52.6 JUL (vs 62.6 JUN) was a friendly reminder that its not Q2 GDP that matters - #Q3Slowing does.
The bullish to bearish TREND reversals across all of the major European indices continues this morning – DAX down hard -1.9% remains bearish TREND – Portugal -3.3% continues to lead losers as it moves towards -10% year-to-date.
|FIXED INCOME||26%||INTL CURRENCIES||10%|
Top Long Ideas
Hologic is emerging from an extremely tough period which has left investors wary of further missteps. In our view, Hologic and its new management are set to show solid growth over the next several years. We have built two survey tools to track and forecast the two critical elements that will drive this acceleration. The first survey tool measures 3-D Mammography placements every month. Recently we have detected acceleration in month over month placements. When Hologic finally receives a reimbursement code from Medicare, placements will accelerate further, perhaps even sooner. With our survey, we'll see it real time. In addition to our mammography survey. We've been running a monthly survey of OB/GYNs asking them questions to help us forecast the rest of Hologic's businesses, some of which have been faced with significant headwinds. Based on our survey, we think those headwinds are fading. If the Affordable Care Act actually manages to reduce the number of uninsured, Hologic is one of the best positioned companies.
Construction activity remains cyclically depressed, but has likely begun the long process of recovery. A large multi-year rebound in construction should provide a tailwind to OC shares that the market appears to be underestimating. Both residential and nonresidential construction in the U.S. would need to roughly double to reach post-war demographic norms. As credit returns to the market and government funded construction begins to rebound, construction markets should make steady gains in coming years, quarterly weather aside, supporting OC’s revenue and capacity utilization.
Legg Mason reported its month ending asset-under-management for April at the beginning of the week with a very positive result in its fixed income segment. The firm cited “significant” bond inflows for the month which we calculated to be over $2.3 billion. To contextualize this inflow amount we note that the entire U.S. mutual fund industry had total bond fund inflows of just $8.4 billion in April according to the Investment Company Institute, which provides an indication of the strong win rate for Legg alone last month. We also point out on a forward looking basis that the emerging trends in the mutual fund marketplace are starting to favor fixed income which should translate into accelerating positive trends at leading bond fund managers. Fixed income inflow is outpacing equities thus far in the second quarter of 2014 for the first time in 9 months which reflects the emerging defensive nature of global markets which is a good environment for leading fixed income houses including Legg Mason.
Three for the Road
TWEET OF THE DAY
Long-Bond $TLT +11.6% YTD vs Russell 2000 -3.7% YTD #timestamped
QUOTE OF THE DAY
It's the price of leadership to do the thing you believe has to be done at the time it must be done.
-Lyndon B. Johnson
STAT OF THE DAY
Five year changes in the following; Live Cattle is up +88%, and Lean Hogs are up +115%.
the macro show
what smart investors watch to win
Hosted by Hedgeye CEO Keith McCullough at 9:00am ET, this special online broadcast offers smart investors and traders of all stripes the sharpest insights and clearest market analysis available on Wall Street.
Tickers: SGMS/BYI, CCL, RCL
- Aug 1:
- BYI/SGMS call 8:30am: , pw: SGMS
- HLT 2Q call 10am: , pw: 67361605
- Aug 5:
- BEE 2Q call 10am:
- RHP 2Q call 10am
- MGM 2Q call11am: , pw: 1985444
SGMS/BYI– SciGames will acquire Bally for $83.30 in cash per share or $5.1 billion in transaction value, including refi of ~$1.8bn of existing Bally net debt. The combined company expect to realize $220m in annual cost synergies and $25m of annual capex savings by end of 2nd year following closing of transaction. Scientific Games anticipates incurring $75 million of investment to achieve the cost synergies and $40 million in capital costs to complete the integration of the companies. Upon closing of the transaction, Gavin Isaacs will continue as President and CEO of SGMS, and it is anticipated that Mr. Haddrill and David Robbins, Chairman of the Board of Directors of BYI, will join the board of directors of SGMS, with Mr. Haddrill anticipated to serve as Vice Chairman.
Takeaway: What a deal! After hearing about consolidation since the 90s, two giants now control the North American slot space - GTECH/IGT and BYI/WMS/SGMS?
CCL- Princess Cruises reached an agreement with Fincantieri to build a ship to enter service in 2017. The 143,000gt vessel will be built at an all-in cost of €600m. It will have 3,560 lower berths, and features the design platform introduced by sister ships Royal Princess in 2013 and Regal Princess, which entered service in May. The €600m translates into $804m or $226,000 per berth.
Takeaway: Similiar to recent new ship deals from its competitors, the per berth is a little higher than previous years' orders, including the Regal/Royal Princess orders in 2010 (~$202k per berth).
- RCL – Royal Caribbean is bringing back two very popular sales starting August 1, 2014: Buy One, Get One 50% off or Third and Fourth passengers sail free. The new sales are good for bookings made between August 1 and September 15, 2014 on all ships excluding Quantum of the Seas and Anthem of the Seas. The deal applies to all sailings departing on or after October 15, 2014, excluding all sailings between December 15-31, 2014
Macau GGR (DSEC) – July GGR was down 3.6% YoY to 28.415 BN MOP (27.587 BN HKD, 3.56 BN USD).
Takeaway: We estimate the last 4 days saw table revenue growth close to 15% in line with our expectations.
Russians (Macau Business) – Reuters says representatives of Russian banks have had meetings with potential investors in Macau, Hong Kong and Singapore about issuing bonds denominated in yuan. But it quotes international bankers and authorities on the finance industry as saying banks and investors in Asia are reluctant to get involved.
Takeaway: Macau as a last resort financing destination
Packer (Macau Daily Times) – Australian casino operator James Packer is in supposed talks to develop a Las Vegas Strip resort on land once occupied by the New Frontier Hotel & Casino. Packer bought a piece of a loan backed by the property and is negotiating a potential deal with other creditors including Oaktree Capital Group LLC. Oaktree purchased the debt at a discount after plans by Israeli businessmen Nochi Dankner and Yitzhak Tshuva to build a Plaza casino resort there stalled.
Takeaway: Packer has failed before, he will try try again. Las Vegas gaming metrics have been healthy lately.
Light Rail Terminal (Macau News) – Macau’s long-delayed Light Rail Transit (LRT) system will only be fully ready in 2022 said Transportation Infrastructure Office (GIT) Deputy Director Andre Ritchie
Takeaway: It's a shame how long this project has taken.
Iowa – Gaming commission says no new casinos for 3 years
Takeaway: You can't blame them. The regional markets are too saturated.
Trump (New York Post) – If Trump wins the bid to buy NFL Buffalo Bills for over $1 billion, he will sell his minority stake in Trump Entertainment. Trump has effectively been out of the casino business for several years as financial restructurings have left him with just a small percentage of Trump Entertainment.
Takeaway: The sale might just be enough to fund new uniforms...
Hedgeye remains negative on consumer spending and believes in more inflation. Following a great call on rising housing prices, the Hedgeye
Macro/Financials team is turning decidedly less positive.
Takeaway: We’ve found housing prices to be the single most significant factor in driving gaming revenues over the past 20 years in virtually all gaming markets across the US.
This note was originally published at 8am on July 18, 2014 for Hedgeye subscribers.
“A remarkable aspect of your mental life is that you are rarely stumped.”
Lightning struck over 3,000 times in less than 2 hours in the UK last night. Thank God I got out of London in the morning! As I landed in New York, US stock market fear was crashing to the upside (VIX +41% < 2 weeks). Perma stock market bulls on my contra-stream (Twitter) were stumped.
The aforementioned quote comes from one of the forefathers of #behavioral finance (Kahneman wrote Thinking Fast, And Slow) and it’s cited in a book I was reading on the plane by Chip & Dan Heath called Decisive. It’s all about #process and how you make risk managed decisions.
Did you buy Gold Bond before your recent overseas flight? Did you sell the momentum stocks on the June bounce like you should have at the beginning of the year? Everything we do in both business and in life is a decision. It’s a lot easier to read about fighting your emotions and confirmation biases than it is to implement it in your risk management process. But neither life, nor this profession, is easy.
Back to the Global Macro Grind…
Decisive is a relatively new book, but the risk management concepts in it don’t deviate much from how we roll here at Hedgeye. In Chapter 3, the Heath’s introduce the strategy of “multi-tracking.”
“When you consider multiple options simultaneously, you learn the shape of the problem.” (pg 67)
In other words, widen your scope. As I was reading this I realized this is the number one thing that has improved my #process since starting the firm. The more macro I’ve gone, and the more research analysts we hire, the more options I have. There are always bull and bear markets somewhere.
From a risk management perspective, I call our #process multi-factor, multi-duration. This stops me from naval gazing at US equities on a simple moving average, 1-factor (price), chart. It also helps me get bullish when I’m right bearish on US growth – bullish on Gold and Bonds, that is…
In addition to the rip in the VIX yesterday (see our recent Q3 Macro Deck on Volatility’s Asymmetry):
- Gold and Silver ripped +1.5-1.7%, compounding their absolute and relative 2014 gains
- Long-term Treasuries (TLT) had a +1.1% day, hitting fresh YTD highs as bond yields re-tested YTD lows
- Inflation Protection (TIP) had another up-day, moving to +5.1% YTD
Beats being long the Russell growth index.
But the relative (and absolute losses) in the Russell 2000 for 2014 YTD shouldn’t surprise anyone who is reading my rants. While it took 62 trading days to give the SP500 a -1% down day (longest streak since 1995), the Russell has already lost -6.2% since July 7th and is -2% YTD.
Consensus Macro can blame the weather, trains, planes, and automobiles at this point … but the reality is that it’s almost August now and excuse making is not where the performance is.
If the only reason why the US stock market was down yesterday was a Malaysian plane crashing in the Ukraine, why did both Chinese and Indian stocks close UP on the session overnight?
Other than the Down Bond Yields, Down Russell, Up Gold move, what else happened yesterday?
- Housing Stocks (ITB) -2.5% after a horrendous week of housing data (mortgage purchase applications continue to crash)
- Bank Stocks (KRE) -2.3% as the lead indicator for net interest margin (Yield Spread) collapsed to YTD lows
- Biotech Stocks (IBB) -2.2% after the entire edifice of the social-no-earnings thing made lower-bubble-highs vs FEB 2014 peaks
Put another way, what worked and didn’t work yesterday was pretty much the same thing that’s leading and lagging on the 2014 scorecard. If you are bearish on rates, the US consumer, US housing, and high-multiple-bubble stocks with no earnings, you’ve been rarely stumped.
Our immediate-term Global Macro Risk ranges are now:
UST 10yr Yield 2.46-2.55%
BSE Sensex 25201-26159
WTI Oil 102.01-104.83
Best of luck out there today,
Keith R. McCullough
Chief Executive Officer
Get The Macro Show and the Early Look now for only $29.95/month – a savings of 57% – with the Hedgeye Student Discount! In addition to those daily macro insights, you'll receive exclusive content tailor-made to augment what you learn in the classroom. Must be a current college or university student to qualify.