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exposing folly on the scale of our prior report on Mellanox Technologies, Ltd. (NASDAQ:MLNX) in September 2012 when the firms shares were trading at a shocking $119/share.
Infitialis Track Record of Exposing Fraud and Folly is Unmatched Symbol Market Publication Price on Date Subsequent Low QWTR OTCBB 08/08/12 $1.54 $0.06 CHMR Halted by SEC 08/13/12 $1.83 $0.01 NVMN OTCBB 08/13/12 $1.36 $0.03 MLNX NASDAQ 09/04/12 $119.00 $39.71 CLSR OTCBB 09/24/12 $6.06 $2.20 ZERO OTCBB 09/25/12 $1.89 $0.48 PRTN OTCBB 09/26/12 $0.47 $0.001 PWEI Pink Sheet 10/16/12 $0.69 $0.13 BNNY NASDAQ 11/09/12 $41.00 $32.06 OSGIQ Pink Sheet 11/26/12 $0.91 $0.63 CYBX NASDAQ 01/23/13 $47.10 $42.31 MJNA OTCBB 02/15/13 $0.44 $0.19
% Decline -96% -99% -98% -67% -64% -75% -99% -81% -22% -31% -10% -57%
high-density
mainline railway network. Thus, the two main divers of railway profitability/cash-flow are carload volumes and cost controls, both of which are intended to be maximized through the economies of scale in the mainline business model. In addition, the railroading business in general has high sustaining capital intensity, as both the physical track and the rolling stock (locomotives and rail cars) require frequent maintenance and replacement to sustain efficient and safe operations. Canadian Pacifics potential economies-of-scale are significantly limited relative to its peers because the Company operates a significantly smaller network of only 14,400 miles of track through predominately rural areas with approximately 55% of the geographic footprint in Canada and the remainder in the United States. For comparison, Canadian National Railway 2 Infitialis Research Collective Report on Canadian Pacific (NYSE/TSX: CP)
operates the largest rail network and the only transcontinental network in North America with over 20,600 route miles of track. Moreover, from an operational perspective, Canadian Pacific is less competitive than its peers as it has a higher average track grades because of its Canadian Rockies crossings (estimated 2-3%) which significantly increases its fuel costs (with limited pass-through ability to customers), has less United States connectivity, is more northerly, and has a higher mileage concentration in Western Canada (~40% of volumes). The latter two factors drive increased winter network outages due to snow, flooding, and landslides. Moreover, the steeper average track grades and mountainous geographic footprint increases the capital intensity of the business relative to its peers and makes it more difficult for even the most talented management teams to effect operational improvements, such as average train velocities and locomotive dwell times. Recently, Canadian Pacific was subject to a proxy battle (publicly launched 10/28/11 when shares were trading at $60.62/share) which was initiated by Mr. William Ackman of Pershing Square Capital Management, L.P. of New York (Pershing Square). Pershing Square believed Canadian Pacific was ineffectively operating the railway and successfully removed the prior Csuite management team as well as several sympathetic board members. Pershing Square then was able to select Mr. E. Hunter Harrison as the new Chairman of the Board and CEO for Canadian Pacific on 06/28/12. Mr. E. Hunter Harrison is best known for his prior leadership of the Canadian National Railway Company and Illinois Central Railroad Company, but his recent track-record is of more concern with the $4bn bankruptcy of Dynegy Inc. and the independent finding of a fraudulent conveyance of certain of the firms key assets while he served as Chairman and CEO. Pershing Square owns 24.2mm shares of CP, approximately 13.9% as of 12/31/12, for a current market value of ~$3.1bn, or >30% of Pershing Squares total AUM. Interestingly, Mr. William Ackmans subsequent activist campaign on Herbalife (NYSE: HLF), which utilized the same techniques as his CP battle including a massive conference 3 Infitialis Research Collective Report on Canadian Pacific (NYSE/TSX: CP)
presentation and extensive media engagement, almost immediately blew-up in his face as the market quickly poked significant holes in his thesis and took a countervailing position, driving the share price above the level before Pershing Squares presentation. While this dynamic may take longer to play out for the CP situation, it seems the market could quickly revert once these and other flaws are exposed in the Pershing Square investment rational for the Company.
Valuation Multiples 4/1/2013 $126.96 173.9 2.1 $22,351.1 (333.0) 4,690.0 $26,708.1 (2) Bloomberg $mm; Consensus Est 2012A EBITDA 2013E EBITDA 2014E EBITDA 2012A Net Income 2013E Net Income 2014E Net Income
(2)
Figure Multiple CNI Comp $1,806.0 14.8x 10.6x 2,306.0 2,657.0 $690.7 $1,077.0 $1,325.0 11.6x 10.1x 32.4x 20.8x 16.9x 9.8x 9.1x 15.9x 16.3x 14.8x
Interestingly, during the proxy contest, one of the purported failures highlighted by Pershing Square of the prior management team of Canadian Pacific was its 10/30/08 acquisition of the Dakota, Minnesota & Eastern Railroad Corporation (DM&E) for ~$1.8bn at an 18.0X LTM EBIT multiple. Astute investors would note that because of the recent run-up in Canadian Pacifics share price, the Company is currently valued at a shocking three full turns higher at 21.1x LTM EBIT.
limited partner redemptions following their bolloxing of the Herbalife situation coupled with a purported SEC investigation into Pershing Squares trading activity. The current irrational market behavior appears to exist because many investors have been blindly riding the coat-tails of Pershing Squares pre-2012 success on such names as MBIA Inc.(NYSE:MBI) and General Growth Properties Inc. (NYSE:GGP); which conveniently overlooks Ackmans prior implosion of Gotham Partners and failed activist investments in Borders and Target. These primarily Canadian-based individuals, funds and sell-side analysts are largely playing a momentum trade, not a fundamental investment, in CP shares. Further, in their blind following of Bill Ackman, it seems that they are quick to forget that Pershing Squares position has been completely illiquid to date, due to the size of the position and reputation risks of selling shortly after installing their own management team. Finally, the risk of a merger takeout, long rumored, seems extremely diminished at this point in time because of the exceedingly rich valuation of CP relative to is peers and anti-trust regulatory concerns Canada and the United States.
Of particular note, the market seems to believe CP can transition from a bottom decile OR performer to a market-leading firm in less than four years. Moreover, CP Management and sellside estimates earnings estimates are paired with exceedingly aggressive CAPEX intensity targets, as forecasted CAPEX spend is to be below both CP and CNI precedents. Simply put, in railroading, it is difficult to increase operational efficiency without sustained investment in new equipment and technology to both capture incremental efficiency improvements in new technologies and avoid equipment malfunctions and delays associated with service outages and delays.
Because of some current pipeline capacity constraints in moving liquids out of Alberta and North Dakota, the crude oil pricing differential to PADD III (Gulf Coast) has been ~$30/barrel, making rail-transport a price-competitive alternative at this time. However, as the Keystone XL, Northern Gateway, and TransMountain pipeline expansion projects move closer to fruition, astute investors should remember that, on a mile-for-mile basis, pipeline transport of crude is roughly half the cost of transport via rail and is significantly safer with lower probability of catastrophic spills or leaks. Moreover, the pricing dislocation between crude and natural gas has significantly crimped demand for coal, further limiting CPs potential for consolidated volume and revenue growth. Just last week on 03/27/13, CP demonstrated the significant dangers of shipping crude oil via rail when 14 cars on its 94-car train heading for the Chicago area crashed off the CP tracks approximately 150 miles northwest of Minneapolis near the town of Parkers Prairie. The
derailed crude tanks released a gusher of more than 30,000 gallons of untreated crude oil onto the prairie, shutting the rail line for an estimated 2-3 days, and requiring a massive remediation effort to clean up the literal river of crude oil. Luckily, the derailing happened in a relatively rural area and the spilled crude did not combust, but this is a poignant example of the potential risks of shipping highly volatile cargos on relatively old tracks. Moreover, it reiterates the importance of the continuous CAPEX investment required to ensure tracks and trains remain in safe and efficient operating condition.
CP March 27, 2013 Railcar Derailment in Minnesota >30,000 Gallons of Crude Spilled
As an analogy to the current oil-on-rails mania, investors would be well-served to review CPs disastrous 10/30/08 acquisition of the Dakota, Minnesota & Eastern Railroad Corporation (DM&E) for ~$1.8bn at an 18.0X LTM EBIT multiple. At the time of the acquisition, bullish investors were excited about CPs possibly to start hauling Powder River Basin (PRB) coal and capture a portion of the rich dark-spread pricing differential between natural gas and coal commodities at the time. Moreover, DM&Es 70% OR at the time of acquisition was supposed to be accretive to CPs operating statistics. However, CP paid this significant premium to
become the 3rd rail provider in the PRC basin, a relatively weak strategic position in freight negotiations with potential customers. In 4q12, CP announced it was indefinitely deferring plans complete the expansion of its rail network within the PRB region and was forced to take a $180mm impairment on construction and land option expenses.
Like the CPs strategic position in the PRB for coal, CP is also competing with BNSF and CNI for oil on rail shipments, both of whom arguably have better and faster network connections with the Bakken field and PADD II/III refineries. With CP currently trading at 21.1x LTM EBIT, investors should consider purchasing the Company at the current market valuation is a replay similar to the DM&E acquisition disaster.
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Richard C. Kelly Board of Directors and Chairman of the Audit Committee, Finance Mr. Kelly was President and Chief Executive Officer of NRG Energy, Inc. (NRG), a former subsidiary of Xcel Energy Inc. from June 6, 2002 to May 14, 2003, and a director of NRG from June 2000 to May 14, 2003. In May 2003, NRG and certain of NRGs affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code to restructure their debt, wiping out equity holders. The Hon. John P. Manley Board of Directors, Audit and Finance Committee Mr. Manley was a director of Nortel Networks Corporation and Nortel
Networks Limited (collectively, the Nortel Companies) when the Nortel Companies applied for and were granted creditor protection under the Companies Creditors Arrangement Act on January 14, 2009, wiping out equity holders. In addition, as a result of the announcement in May 2004 by Nortel Companies of the need to restate certain of their previously reported financial results, the Ontario Securities Commission made a final order on May 31, 2004 prohibiting all trading by directors, officers and certain current and former employees including J.P. Manley. William A. Ackman Board of Directors, Corporate Governance and Finance Committee William A. Ackman is the Founder and Chief Square Executive Capital Officer of Pershing L.P.
Management,
Pershing Square Capital Management had an economic exposure to more than 40% of the stock of Borders Group, Inc. (Borders) via 11 Infitialis Research Collective Report on Canadian Pacific (NYSE/TSX: CP)
a combination of common shares and cash-settled total return swaps at the time of the companys Chapter 11 of the U.S. Bankruptcy Code filing on 06/16/11, which wiped out all equity holders as the firm was liquidated. It is estimated that Pershing Square investors lost in excess of $200mm on its investment in Borders. Paul C. Hilal Board of Directors, Finance and Compensation Committee Paul C. Hilal is a Partner at Pershing Square Capital Management, L.P..
Pershing Square Capital Management had an economic exposure to more than 40% of the stock of Borders Group, Inc. (Borders) via a combination of common shares and cash-settled total return swaps at the time of the companys Chapter 11 of the U.S. Bankruptcy Code filing on 06/16/11. It is estimated that Pershing Square investors lost in excess of
$200mm on its investment in Borders. Rebecca MacDonald Board of Directors, Finance and Compensation Committee Rebecca MacDonald is the Founder and Executive Chairman of Just Energy
Group Inc., an independent marketer of deregulated gas and electricity, and previously founded Energy Marketing, Inc. Just Energy has hit the skids over the last year, with its shares down 48.1% on an LTM basis and allegations of accounting fraud circling.
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redemptions will require Pershing Square to liquidate its long positions, such as its largest holding CP. Finally, based on the SEC FOIA response in Appendix 1, it appears the United States Securities and Exchange Commission is now investigating Pershing Square and William Ackmans trading regarding Herbalife. association with Ackman and CP. It is also important to review the differences in the background and perspective of the notable self-made investor Carl Icahn, who grew his net worth inch by inch over decades with investment acumen, as opposed to Bill Ackman, who primarily grew rich from management fees on billions of others people money under management. Moreover, Ackman appears to have taken an inordinate sizing risk as the trading volume of CP indicates that Pershing Square's position is way too large for a dynamic capital fund should he face any redemptions in the future. This will also likely cause LPs to reconsider their
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Precedent Transaction Multiples and Canadian Resource Protectionism Limits Take-Over Risk
Below are ALL the significant railroad mergers in North America in the last 20 years with a transaction value great than $1bn. Please note this is also the same comparable transactions peer-set Evercore utilized in its fairness opinion for the BNSF acquisition by Berkshire Hathaway.
Acquirer Berkshire Hathaway Canadian Pacific Railway Limited BNSF (transaction blocked by US Surface Transportation Board) Canadian National Railway Company CSX Corporation Target BNSF DM&E Canadian National Railway Company Illinois Central Corporation Consolidated Rail Corporation Chicago & North Western Transportation Santa Fe Pacific Corporation Minimum Mean Median Maximum Announcement 11/03/09 09/05/07 12/20/99 Transaction Value $35,767 $1,500 $13,209 LTM FV/Revenue 3.0x NA 2.9x LTM FV/EBITDA 8.8x NA 7.7x LTM FV/EBIT 12.5x 18.0x NM
02/10/98 04/08/97
$2,374 $4,300
4.3x 2.8x
9.7x 9.8x
11.3x 14.0x
03/10/95
$1,107
1.4x
5.2x
6.9x
06/30/94
$3,397
1.4x
6.3x
10.1x
Based on these precedent transaction multiples, it seems difficult to believe that even if the United States and Canadian anti-trust regulators would approve further consolidation within the industry, that a strategic acquirer could afford to pay more than 7-10x CPs LTM EBITDA, or $47.63-$78.78/share. In addition, the Brookfield Asset Management and Caisse de dpt et placement du Qubec buyout consortium that purported expressed a preliminary indication of interest in CP back in 2007 would be unable stump up the >$30bn premium enterprise value 14 Infitialis Research Collective Report on Canadian Pacific (NYSE/TSX: CP)
check and limited capacity for additional leverage, which is more than double the enterprise value of CP back in 2007 when rumors started to circulate within the marketplace. Moreover, because of the recent displays of Canadian resource nationalism and protectionism, it seems unlikely that Canadian anti-trust regulators would allow one of its two remaining Class 1 railroads be acquired by foreign firm or merged into another railroad. First, on 04/10/08, the Canadian Government blocked the proposed $1.3bn sale of Canadian aerospace and information technology firm MacDonald Dettwiler & Associates Ltd. to U.S. defense company Alliant Techsystems Inc. on national security grounds under the Investment Canada Act, which is rather ironic considering Canada has never been invaded! Under the Investment Canada Act, rulings are made by the industry minister, a politician, and require only that the proposed transaction show a net benefit to Canada, a largely subjective assessment. Second, on
11/02/10, Canadian Government again utilized the Investment Canada Act to block the proposed $38.6bn purchase of Potash Corporation, a Saskatchewan fertilizer miner and producer, by BHP Billiton, a large Australian mining company. Most recently, on 03/20/12,
Gencore International PLC was required to make several adverse deal structure concessions, such as divesting assets which comprise a majority of the Canadian operations segments to Agrium Inc. and Richardson International Ltd., to ensure regulatory approval for its $6.1bn acquisition of Viterra Inc., a global grain and logistics business that was headquartered in Saskatchewan. In addition, Canadian protectionism concerns have been raised in the Nexen and Progress oil/gas transactions as foreign acquirers have pursed companies listed in Canada (never mind the fact that a majority of the respective target companies assets were outside Canada). Thus, based on these recent poignant examples of Canadian resource nationalism and protectionism being utilized to derail merger agreements with compelling industrial logic, it
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seems unlikely any rational railroad peer would attempt a take-over or merger run at Canadian Pacific in light of its extremely rich valuation metrics and the adverse geopolitical environment.
While a pair-trade introduces some basis and tracking risk to the investment thesis, it seems to be an appropriate macro hedge in light of increased interest in infrastructure investing and potential bulk commodity demand volatility.
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Conclusion
Like our prior report on Mellanox Technologies, Ltd. (NASDAQ:MLNX) in September 2012 when the firms shares were trading at a shocking $119/share, Canadian Pacific Railway Limited (NYSE/TSX: CP) is an overvalued company with limited potential upside. Below are the top five reasons why long investors should consider selling their position in CP or why aggressive traders should consider entering into a short-sale position: 1. After rallying over 67% over the last twelve months and outperforming all peers, CP shares have entered unsustainable levels based on irrational market assumptions regarding the timing and feasibility of the Companys operational improvement plan 2. Potential business growth for crude oil via rail transport has been overplayed and is detrimental to more important coal transport 3. Sub-optimal corporate governance structure and the Board of Directors composition raises serious concerns about prior risk tolerances, accounting issues, and bankruptcy filings at such issuers as Dynegy, NRG, Nortel, Borders, and Just Energy. 4. After bolloxing their JCP and HLF trades and under investigation by the SEC, Pershing Square may be required to begin selling down a significant portion their oversized CP position, which has been completely illiquid to date, in order to meet investor redemptions and reduce portfolio risk exposures 5. Pair-trade with Canadian National Railway Company (NYSE: CNI)(TSX: CNR) can be utilized to reduce macro risk exposure
Disclaimer
The author of this report is short CP.
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