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The Week’s Best at VIN

Here are the week’s top stories at Value Investing News

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Buying More Dow Chemical for A Better Deal Than Warren Got

So, after the news of the past couple days, I have added to the position in Dow Chemical (DOW)

At prices averaging $32 even we tripled the position in Dow yesterday and today.

Current yield, 5.25% and rock solid safe. Think about it, Berkshire Hathaway’s (BRK.a) Warren Buffett only got 8.5% on his $3 billion convertible and it is underwater if shares are under $41 and change (28% higher than today) in 5 years ($41 is the conversion price).

Now, Warren’s 8.5% is stagnant. My dividend will grow and I will also gain the additional 28% price appreciation of the shares if they sit at $41 when Warren converts at no gain other than the interest he has received.

Dow has increased the dividend 18% over the past three years. Assuming a consistent growth, three years from now the dividend will be $1.94 for a yield on my investment of 6%. Again given the same growth, I will get $2.17 a share when Warren converts his shares and I will be yielding 6.8% on my initial investment.

The dividend growth enjoyed by shareholders may just turn out to be a conservative growth rate that I am using for comps. The reality may very well be far better than that but is very unlikely to be anything less than the current yield given the company’s history. Even were the dividend to stay flat for 5 years (again, very unlikely scenario), the common at these prices offers superior appreciation prospects.

When you add the 28% share price growth I will get in order for shares to get to $41, right now, common share buyers today are getting a better deal than Warren. He will receive interest totaling a 42.5% over the five years and if the dividend on the common stays the same for 5 five years, I will receive 26.25% plus the 28% appreciation in the shares for a total return of 54.25%. Should the dividend grow as is has, the return on my invested cash goes to 58% plus.

Chances do not come around very often to get a better deal than Warren….grab it.

Disclosure (“none” means no position):Long DOW, None

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Liveris's Guarantee

You all know how I feel about CEO’s who make guarantees. Dow Chemical’s (DOW) Andrew Liveris has done it. Here is the thing, based on his track record, there is absolutely no reason to doubt it will be accomplished.

First, a brief review of today’s posts on the subject (follow the links).

Says Liveris:
“We will deliver on these synergies, we will deliver on our new earnings profile. We have walked our talk with every single step we have taken. This is not yesterday’s Dow Chemical, it is tomorrow’s Dow Chemical, an advanced technology – high margin company that is now in pace with the Rohm & Haas deal. So frankly, a great opportunity at these numbers (Liveris was referring to the stock price).

Watch the video:

What to think? Liveris is as straight to the point as they come. There are few people out there with a BS radar as good as Buffett’s. The fact that Buffett wanted to do a deal (without having anything specific in front of him) after meeting Liveris can’t speak large enough volumes to the type of people Liveris is.

That being said it is time for value investors to start getting into Dow.

Disclosure (“none” means no position):Long Dow

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Liveris’s Guarantee

You all know how I feel about CEO’s who make guarantees. Dow Chemical’s (DOW) Andrew Liveris has done it. Here is the thing, based on his track record, there is absolutely no reason to doubt it will be accomplished.

First, a brief review of today’s posts on the subject (follow the links).

Says Liveris:
“We will deliver on these synergies, we will deliver on our new earnings profile. We have walked our talk with every single step we have taken. This is not yesterday’s Dow Chemical, it is tomorrow’s Dow Chemical, an advanced technology – high margin company that is now in pace with the Rohm & Haas deal. So frankly, a great opportunity at these numbers (Liveris was referring to the stock price).

Watch the video:

What to think? Liveris is as straight to the point as they come. There are few people out there with a BS radar as good as Buffett’s. The fact that Buffett wanted to do a deal (without having anything specific in front of him) after meeting Liveris can’t speak large enough volumes to the type of people Liveris is.

That being said it is time for value investors to start getting into Dow.

Disclosure (“none” means no position):Long Dow

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Dow Chemical's Liveris Comments on Rohm & Hass and Buffett

Let’s look closer at the Dow Chemical (DOW), Rohm & Haas (RHM) deal

First the video’s. Dow CEO Andrew Liveris on CNBC

Part 1:

Part 2:

Important things to note:

– Buffett wanted an investment in Dow Chemical BEFORE this deal came to the table after meeting Liveris and hearing about what is happening at Dow.
– The $3 billion convertible Berkshire (BRK.A) converts in 5 years.
– The deal, in keeping with Liveris’s stated acquisition criteria is accredive withing two years.

Rohm & Hass (ROH):
Is the world’s largest producer of acrylic paint ingredients and also makes chemicals used in adhesives, packaging materials and personal-care products. Dow said the unit that will include Rohm & Haas’s business will have annual revenue of about $13 billion. Dow had $53.5 billion in sales last year.

The purchase will have pretax cost synergies of at least $800 million per year from increased purchasing power for raw materials, supply chain improvements and the elimination of redundant corporate services and governance, Dow said.

With the collective impact of these two deals, performance products and advanced materials will represent 69 percent of Dow’s total sales, on a 2007 pro forma basis, compared with 51 percent prior to these transactions. EDBITDA will change from 51% performance to 62%.

Debt to equity will remain under 40% after the deal. Note: Some of the proceed from the Kuwait deal will pay off initial debt used for the transaction so the 40% number is a post both transactions number. Dow has $1.6 billion in cash as of the last quarter and $9.5 billion coming. $4 billion will come from Berkshire and Kuwait meaning even without any additional pure (convertible aside) debt, Dow would retain $1 billion in cash on its books post deal.

Bottom line, Dow retains tremendous financial flexibility post deal. Look at it this way, do we really think Buffett would pony up $3 billion for a convertible that would convert flat or at a loss? Would he put up the cash of he thought the deal would cripple Dow or its earning power? Think about it… Clearly Buffett sees tremendous upside for both a Dow with and without Rohm & Hass.

In March of this year I said:

“Berkshire’s (BRK.A) Warren Buffett has always said that “price is what you pay, value is what you get”. It is one of my personal favorites because it reminds us that the price of a stock and what you are getting for that price are not always commensurate. There are times you pay in excess of what you are receiving in value and times you pay far less.

This is one of those times.

I have no idea what the price of Dow’s stock will be in the future. I do know that, buying the stock at its current levels, yielding a growing 4.5% is a wise move long term. With earnings expectations above $3.50 for 2010 (the next expected trough), Dow currently sits at about 10 times those earnings. Should Liveris’s “well north” mean $3.90 a share or higher, then we have a 4.5% yielding company sitting at 8 to 9 times earnings…

All this does not take into account the endless possibilities of $9.5 billion coming into the bank this year….”

It would appear Warren agrees….

Now, much is being said today about the premium Dow is paying. Let’s look closer.
The deal is only a 47.9% premium to Rohm and Haas 60-day average price and a 28.7% premium to its 2008 closing high. Liveris did point out the the share price of Rohm dropped 16% during the month the deal came together. If it had just stayed flat, the “premium wretching” we have been hearing about would be nil. With Rohm & Haas, Dow is now committing to industry trough (2010-2011) EPS of $4 a share, up 14% from the previous $3.50 a share announced earlier this year. Let’s not forget the EPS for the trough is an “in the bag” estimate, expect superior results.

View Dow pdf. presentation on the deal:

View Dow Press Release

Disclosure (“none” means no position):Long Dow, none

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Dow Chemical’s Liveris Comments on Rohm & Hass and Buffett

Let’s look closer at the Dow Chemical (DOW), Rohm & Haas (RHM) deal

First the video’s. Dow CEO Andrew Liveris on CNBC

Part 1:

Part 2:

Important things to note:

– Buffett wanted an investment in Dow Chemical BEFORE this deal came to the table after meeting Liveris and hearing about what is happening at Dow.
– The $3 billion convertible Berkshire (BRK.A) converts in 5 years.
– The deal, in keeping with Liveris’s stated acquisition criteria is accredive withing two years.

Rohm & Hass (ROH):
Is the world’s largest producer of acrylic paint ingredients and also makes chemicals used in adhesives, packaging materials and personal-care products. Dow said the unit that will include Rohm & Haas’s business will have annual revenue of about $13 billion. Dow had $53.5 billion in sales last year.

The purchase will have pretax cost synergies of at least $800 million per year from increased purchasing power for raw materials, supply chain improvements and the elimination of redundant corporate services and governance, Dow said.

With the collective impact of these two deals, performance products and advanced materials will represent 69 percent of Dow’s total sales, on a 2007 pro forma basis, compared with 51 percent prior to these transactions. EDBITDA will change from 51% performance to 62%.

Debt to equity will remain under 40% after the deal. Note: Some of the proceed from the Kuwait deal will pay off initial debt used for the transaction so the 40% number is a post both transactions number. Dow has $1.6 billion in cash as of the last quarter and $9.5 billion coming. $4 billion will come from Berkshire and Kuwait meaning even without any additional pure (convertible aside) debt, Dow would retain $1 billion in cash on its books post deal.

Bottom line, Dow retains tremendous financial flexibility post deal. Look at it this way, do we really think Buffett would pony up $3 billion for a convertible that would convert flat or at a loss? Would he put up the cash of he thought the deal would cripple Dow or its earning power? Think about it… Clearly Buffett sees tremendous upside for both a Dow with and without Rohm & Hass.

In March of this year I said:

“Berkshire’s (BRK.A) Warren Buffett has always said that “price is what you pay, value is what you get”. It is one of my personal favorites because it reminds us that the price of a stock and what you are getting for that price are not always commensurate. There are times you pay in excess of what you are receiving in value and times you pay far less.

This is one of those times.

I have no idea what the price of Dow’s stock will be in the future. I do know that, buying the stock at its current levels, yielding a growing 4.5% is a wise move long term. With earnings expectations above $3.50 for 2010 (the next expected trough), Dow currently sits at about 10 times those earnings. Should Liveris’s “well north” mean $3.90 a share or higher, then we have a 4.5% yielding company sitting at 8 to 9 times earnings…

All this does not take into account the endless possibilities of $9.5 billion coming into the bank this year….”

It would appear Warren agrees….

Now, much is being said today about the premium Dow is paying. Let’s look closer.
The deal is only a 47.9% premium to Rohm and Haas 60-day average price and a 28.7% premium to its 2008 closing high. Liveris did point out the the share price of Rohm dropped 16% during the month the deal came together. If it had just stayed flat, the “premium wretching” we have been hearing about would be nil. With Rohm & Haas, Dow is now committing to industry trough (2010-2011) EPS of $4 a share, up 14% from the previous $3.50 a share announced earlier this year. Let’s not forget the EPS for the trough is an “in the bag” estimate, expect superior results.

View Dow pdf. presentation on the deal:

View Dow Press Release

Disclosure (“none” means no position):Long Dow, none

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Buffett Invests in Dow Chemical (DOW)

Berkshire’s (BRK.A) Warren Buffett finally sees the light!!!

Dow Chemical (DOW) said today that it has agreed to buy Rohm and Haas (ROH), the specialty chemical maker, for about $18.8 billion in cash with the help of Buffett.

Dow will pay $78 a share in cash, a 74 percent premium over Rohm and Haas’s closing price on Wednesday. Rohm and Haas will continue to do business under its own name, and it will maintain its headquarters in Philadelphia.

The new company will be the nation’s largest makers of specialty chemicals, and helps both companies gain scale at a time when commodities prices are still rising.

The deal is an all-cash one. In addition to debt financing from Citigroup (C), Merrill Lynch (MER) and Morgan Stanley (MS),Dow received an equity investment from Berkshire Hathaway and the Kuwait Investment Authority paid $3 billion and $1 billion respectively for convertible preferred securities.

“The acquisition of Rohm and Haas is a defining step in our transformational strategy to shape the ‘Dow of Tomorrow’ – a high value, diversified chemicals and materials company, creating the largest specialty chemicals company in the United States with a leading global position in performance products and advanced materials,” Andrew N. Liveris, Dow’s chairman and chief executive, said in a statement.

More on this later…

Disclosure (“none” means no position):long Dow,C, none

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So, Selling Assets Isn’t The Same as "Raising Capital"?

Is anyone going to call Merrill Lynch’s (MER) John Thain out on this one?

first we need to go back to April when Merrill CEO Thain first made the statement that Merrill would “not need to raise additional capital”.

Then, in May he inexplicably followed it up again.

Reuters is reporting:
“A blind trust run by New York City Mayor Michael Bloomberg is willing to pay between $4.5 billion and $5 billion to buy Merrill Lynch & Co’s (MER) 20% stake in financial news and data provider Bloomberg LP, the New York Post reported, citing sources.

Discussions are still under way, and a deal could fall apart as Merrill aims to sell its minority stake in the privately held company ahead of its second-quarter earnings call set for July 17, the paper said.

Merrill is also looking to sell part of its 49 percent stake in money manager BlackRock Inc (BLK), which may be sold to multiple parties, the paper said.”

So, this isn’t “capital raising”?

Back in May I wote:
““We deliberately raised more capital than we lost last year … we believe that will allow us to not have to go back to the equity market in the foreseeable future,” Merrill Lynch (MER) CEO John Thain.

What does Thain gain with the proclamation? Nothing. No one believes what comes out of banker’s mouths today anyway, why say it?

It get’s even worse when just hours later he clarified the statement to mean “raise additional cash through equity”. Super, nice job John. Close the door and then go back and open it up a crack.

Now he either will be forced to take a bad deal on a debt offering or asset sale to raise cash if necessary in order to save face. If he does another equity or preferred sale, his reputation at the bank and with shareholders is crushed even before it has a chance to grow. Let’s say he is right? So what? That and $5 will get him a latte’ and Starbucks (SBUX). Had Merrill be forced to tap equity markets again, it would have been bad but now if they do, Thain will most likely be getting his resume updated.

Thain had absolutely nothing to gain by making the proclamation…….nothing. He now has created an atmosphere in which those so inclined (CNBC’s Charlie Gasparino) are going to make sport out predicting when Merrill will need more cash and how they will get it.

I always thought rule #1 was “under promise and over deliver”. Thain ought to see the example set by Berkshire’s (BRK.A) Warren Buffett.”

So, Thain can play semantics here and say he is not raising it through equity. But, isn’t selling very profitable assets hurting the equity? I mean he is taking future earnings from the shareholders through the sale and therefore depressing the future earnings power of the equity holders. Right? One could make the argument that selling assets is a permanent impairment of earnings power while a equity offering isn’t as those shares could be repurchased down the road while the assets continue to become even more profitable than they are now.

It is one thing to shed non-performing assets, this is not what Thain is doing. He is dumping the good stuff.

Once again, shut up and stop making promises you aren’t 1000% sure you can deliver on.

Capital raising is capital raising, I do not care how you do it, equity offering, debt, asset sales, whatever. This is all a bit like saying a high priced escort is not a prostitute because she does not walk the streets, yes she is…

Disclosure (“none” means no position):None

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So, Selling Assets Isn't The Same as "Raising Capital"?

Is anyone going to call Merrill Lynch’s (MER) John Thain out on this one?

first we need to go back to April when Merrill CEO Thain first made the statement that Merrill would “not need to raise additional capital”.

Then, in May he inexplicably followed it up again.

Reuters is reporting:
“A blind trust run by New York City Mayor Michael Bloomberg is willing to pay between $4.5 billion and $5 billion to buy Merrill Lynch & Co’s (MER) 20% stake in financial news and data provider Bloomberg LP, the New York Post reported, citing sources.

Discussions are still under way, and a deal could fall apart as Merrill aims to sell its minority stake in the privately held company ahead of its second-quarter earnings call set for July 17, the paper said.

Merrill is also looking to sell part of its 49 percent stake in money manager BlackRock Inc (BLK), which may be sold to multiple parties, the paper said.”

So, this isn’t “capital raising”?

Back in May I wote:
““We deliberately raised more capital than we lost last year … we believe that will allow us to not have to go back to the equity market in the foreseeable future,” Merrill Lynch (MER) CEO John Thain.

What does Thain gain with the proclamation? Nothing. No one believes what comes out of banker’s mouths today anyway, why say it?

It get’s even worse when just hours later he clarified the statement to mean “raise additional cash through equity”. Super, nice job John. Close the door and then go back and open it up a crack.

Now he either will be forced to take a bad deal on a debt offering or asset sale to raise cash if necessary in order to save face. If he does another equity or preferred sale, his reputation at the bank and with shareholders is crushed even before it has a chance to grow. Let’s say he is right? So what? That and $5 will get him a latte’ and Starbucks (SBUX). Had Merrill be forced to tap equity markets again, it would have been bad but now if they do, Thain will most likely be getting his resume updated.

Thain had absolutely nothing to gain by making the proclamation…….nothing. He now has created an atmosphere in which those so inclined (CNBC’s Charlie Gasparino) are going to make sport out predicting when Merrill will need more cash and how they will get it.

I always thought rule #1 was “under promise and over deliver”. Thain ought to see the example set by Berkshire’s (BRK.A) Warren Buffett.”

So, Thain can play semantics here and say he is not raising it through equity. But, isn’t selling very profitable assets hurting the equity? I mean he is taking future earnings from the shareholders through the sale and therefore depressing the future earnings power of the equity holders. Right? One could make the argument that selling assets is a permanent impairment of earnings power while a equity offering isn’t as those shares could be repurchased down the road while the assets continue to become even more profitable than they are now.

It is one thing to shed non-performing assets, this is not what Thain is doing. He is dumping the good stuff.

Once again, shut up and stop making promises you aren’t 1000% sure you can deliver on.

Capital raising is capital raising, I do not care how you do it, equity offering, debt, asset sales, whatever. This is all a bit like saying a high priced escort is not a prostitute because she does not walk the streets, yes she is…

Disclosure (“none” means no position):None

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Wednesday’s Links

Congrats, 1440, Key words, Buffett

Congratulations to Jane

True

– Hard to get all these into investing posts

– It was only a matter of time before the next round of guessing games

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Wednesday's Links

Congrats, 1440, Key words, Buffett

Congratulations to Jane

True

– Hard to get all these into investing posts

– It was only a matter of time before the next round of guessing games

Todd Sullivan's- ValuePlays

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Buffett Talks About "Mistakes" (video)

This is interesting coming off Bill Miller’s recent interview.

From the inteveiw with Berkshire’s (BRK.A) Chairman,

“What is the biggest miss that you didn’t get in on that you wish you had?”

Warren responded, “Fannie Mae (FNE) early 1980s, Walmart (WMT) mid 1990s both of those deals could have made us as much as $10B”.

Disclosure (“none” means no position):None

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Bits and Pieces From the Week Away

Some tidbits…

– Starbucks finally decided to close some locations, 600 of them. Back in Feb. I said about the then announced plans, “100 US store closing just are not even the beginning of what is necessary”. Sorry folks….600…still not enough.

– Blockbuster (BBI) realized Circuit City (CC) sucks and 1 + 1 does not equal 3.

– Now that lead paint litigation is dying, Sherwin Williams (SHW) must look even more attractive to potential buyers.

– Berkshire Hathaway posted its worst first half in 18 years….has Buffett “lost it”? (please note sarcasm….)

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The Week's Best At VIN

A long list for the week away at Value Investing News

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The Week’s Best At VIN

A long list for the week away at Value Investing News

Todd Sullivan's- ValuePlays

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Visit the ValuePlays Bookstore for Great Investing Books