Due to Writser for pointing me to this concept
Rubicon Expertise (RBCN) ($36MM market cap) is primarily an NOL money shell with a small $4MM income, roughly break-even, industrial sapphire enterprise. RBCN was beforehand buying and selling under internet present asset worth till 7/5 when Janel Company (JANL) provided to tender for 45% of the shares at $20/share. Following the tender, Rubicon will distribute a $11/share particular dividend (roughly their extra money) to all shareholders together with Janel and in addition delist from the NASDAQ together with suspending their SEC reporting necessities (“go darkish”). If everybody totally participates within the tender supply (which they need to, however is unlikely, in all probability just a few forgotten shares on the market), RBCN shareholders will obtain a complete of $15.05 in money per share (45% x $20 + 55% x $11) within the subsequent couple months, plus a darkish NOL stub. The shares roughly commerce for the $15.05 money consideration quantity at the moment.
To completely entry the NOLs, Janel will then be incentivized to make one other tender supply on that residual stub in three years (IRS required ready interval to protect the NOL) to get their possession stage above 80% to allow them to consolidate the monetary statements. Janel spells out that potential second step of their schedule 13D:
The aim of the supply is for Janel to accumulate a big possession curiosity in Rubicon, along with illustration on Rubicon’s Board, in an try and (i) rejuvenate, reposition and restructure Rubicon’s enterprise and model by specializing in its worthwhile enterprise line and implementing a decrease price construction to realize profitability and (ii) permit Janel to be ready to probably extra simply purchase such variety of extra Shares of Rubicon three or extra years thereafter that will, after which, ought to such transaction happen, allow Janel to consolidate the monetary statements of Rubicon’s with its personal, thereby permitting Janel to learn from Rubicon’s vital internet working loss (“NOL”) carry-forward belongings. Beneath federal tax legal guidelines, Janel would then be capable to carry ahead and use these NOLs to cut back its future U.S. taxable earnings and tax liabilities till such NOLs expire in accordance with the Inside Income Code of 1986, as amended.
Because the firm is not money circulation optimistic, they at the moment have a full valuation allowance towards the ~$65MM in tax belongings:
Whereas the entire tax asset is $65MM, about $39.5MM is federal which is probably going extra helpful and simply transferrable than the $13.3MM in state taxes (IL and IN), I am guessing Janel may additionally take full benefit of the $6.75MM of capital loss carryforwards too. Let’s take away the state tax belongings and name it $46.25 in worth or $19/share (plus no matter you worth the remaining enterprise for) that Janel is paying $9/share ($20 minus the $11 particular dividend). You’ve got received a while worth of cash in there since they will want to attend 3 years for the following tender, and through that point a number of the NOL will expire (it began expiring in 2021, however I do not know the amortization schedule of the NOL). Feels like probably an incredible deal for either side given RBCN traded for $9.00-$9.25 previous to the announcement.
I do not know a lot about Janel Corp, it’s a $37MM market cap firm traded OTC that’s 42% owned by Oaxaca Group. It seems to be a holding firm of smallish operations in logistics, manufacturing and a few well being care. We’re taking some counterparty threat right here in each the deal being accomplished efficiently and Janel finally having the ability and keen to buyout the remaining stub in 3+ years. They’ve dedicated financing already from the enlargement of their established credit score line with Santander (needn’t go to the syndicated or personal debt markets like FRG/KSS for instance). Santander can also be offering them with a bridge mortgage whereas they anticipate the particular dividend to receives a commission out. The opposite minimal situation is 35% of holders tendering, 4 main shareholders together with names folks studying this weblog would acknowledge personal 27% of the shares have already agreed to tender, in order that ought to be no drawback both.
I travel in my head on what worth to ascribe to the stub place. Put up tender it is going to nonetheless have the identical $19/share (or roughly that, once more undecided how a lot will expire) in tax belongings, Janel will probably be located as the one bidder but in addition they will have a sunk price of buying 45% of it, we may be underneath a special company tax regime, will probably be instantly useable so no low cost for the time worth or threat from their perspective that they will not get entry to the NOL. I do not see why the bottom case should not be $9 once more, however I might be too optimistic in that view, the nice factor right here is it does not matter a lot as it is a free roll as soon as the deal closes.
- Why is it low-cost? Put up tender and particular dividend, it is going to go darkish and be a small stub with a catalyst 3+ years out, that does not attraction to many traders, notably within the present setting when time horizons are shrinking as individuals are frightened of the financial system. It’s a CVR like asset, you’ve got received some counterparty threat with JANL, it must have the flexibility and want to accumulate the remaining stub in 3 years. Many traders are down for the 12 months (me included!), probably behind their benchmarks and do not need to put money into one thing the place you are simply going to get your a reimbursement in 2022, and have this illiquid arduous to worth darkish safety after that we cannot know the true worth for 3 years.
- I like this higher than different NOL shells, it’s a higher construction for present shareholders, because it does not depend on new administration to make acquisitions at a time when there’s nonetheless loads of SPACs and busted biotechs taking a look at reverse merger model offers.
- RBCN bought some uncooked land in Batavia, IL. The sale hasn’t closed but, however the firm expects to internet $600k in money, or roughly $0.25/share. The corporate additionally owns their present industrial facility in Bensenville, IL which they purchased for $2.3MM (or simply underneath $1/share) in September 2018. Even after the particular dividend, there ought to be some residual liquidation worth left within the working enterprise and presumably extra if they’ll flip it round.
- Undecided but of the tax implications of this concept, may be greatest to play it in a tax deferred accounts or given it’s 2022 and a variety of us have tax losses, won’t be so dangerous in a taxable account both.
- There’s at the moment not an odd-lot precedence provision, I am assuming that’s on goal by the 4 massive fund shareholders, they don’t want folks piling in to the odd-lot provision and find yourself transferring worth to small shareholders taking part in that arb recreation. There’s additionally no cancel provision primarily based on a drop within the over market both like we have seen in different tender provides.
- In case you have entry to the skilled market, may be price watching this one after the particular dividend, particularly if I am proper that the second step will not be completed at an enormous low cost.
Disclosure: I personal shares of RBCN