Glossary of Hostile Takeover Terms with Discussion







  • Shoham   Jun 17, 2016 at 08:37: AM
Hi everyone:

With Valeant hitting a new low yesterday, and a slew of hostile media and analysts reports, I thought I'd drop another line; even though, to readers of this thread, there really isn't anything new or unanticipated in the news.

But before Valeant, a quick status on my take on Allergan: Basically, everything is on hold for the Teva deal to close. My earlier concerns that Teva might want to look for an excuse to bail have been mostly laid to rest. Most of the risks in this transaction are behind us, and what remains are mostly the mechanics of getting to the finish line. Allergan, which last month dropped as low as about $200 after the failed Pfizer deal, has recovered to almost $250 this month as the Teva deal seems more assured. It is now at $237. I continue to think that there is still a bit of a risk-penalty baked into the Allergan share prices that will go away when the deal closes. What will Saunders do with the money he gets from Teva? (Technically, that money is used to pay down debt; but it frees up the balance sheet to support significant new borrowing) -- that's of course anyone's guess. Will he go on an acquisition spree? Will Wall Street like his decisions? To some extent, the price of Allergan today also bakes in some level of expectation with regards to that particular future. Me, I think B&L is lurking out there as a future Allergan company.

Which brings us back to Valeant.

As a reminder, for the past 2 years, on this thread, I have been asserting that Valeant is unsustainable (Actually, David Pyott made this assertion first; I was just agreeing and adding details). They were buying companies and product lines at fantastically high prices (higher than anyone else was willing to pay), financing the acquisitions with junk bond debt, cutting expenses to the bones and then some by shutting down R&D as well as many other functions that sustainable pharma companies consider vital, and raising prices faster than any competition could arise. All the expenses of buying and restructuring their acquisitions were dismissed as "one-time" and "good-will" accounting artifacts, pretending that they aren't real; whereas the short term increase in cashflow -- from reduced expenses and increased prices, before the inevitability of new competition and an organization too stripped to be able to respond becomes reality -- was presented as proof of the genius of the technique. Unsustainable or not, the increased cash flow was used as the backing for making ever larger acquisition, thus masking the decline of assets acquired previously. At $50B, I speculated, Allergan was to have been the last acquisition before the insiders jump off the pyramid scheme and leave the other shareholders (to include, substantially, the would-have-been former Allergan shareholders who would have traded their shares for Valeant in the envisioned transaction) holding the bag. It didn't happen this way, of course. Allergan defended well, found a white knight, and the Valeant insiders were the ones to still be in the inverted pyramid as it tipped. (Serve them right).

So where are we now? The one man who was Valeant in every sense of the word, Michael Pearson, is disgracefully out (but not without a nice golden parachute); I still think he will end up in prison, but only after the election and the final demise of Valeant. So is most of the old Valeant board of Directors and other top financial executive (CFO, controller). Bill Ackman, with his fund taking epic losses on Valeant, has magically transformed himself from being (a big) part of the problem into the one everyone is looking to be the bringer of a solution. For that purpose, he brought over new Joe CEO Papa (who left a mess at his prior company, Perrigo) to replace Pearson.

Papa was brought in by Ackman to execute a strategy I consider impossible here -- affect a corporate turnaround. As if Valeant is still a viable entity (or ever was), and it's original story of "platform company" (meaning that it is more valuable than the sum of its parts) is still valid once various blemishes and missteps are cleaned out. Much of the media, investors, and debtors communities felt obliged to at least give Papa a short breathing period to get a good handle on the situation and put forth a workable plan. Overriding my own human inclination to do likewise, on these pages I wrote that I am not. The mess he left at Perrigo is huge, and the fact that Ackman brought him to execute a plan that based on his continued failure to realize that Valeant can't, and shouldn't, be saved; were enough for me to skip the honeymoon. There is only one thing that can be done with Valeant: Orderly liquidation, and hope there will be something left for the shareholders after the debt-holders are satisfied. Every month that passes without doing so, will make the inevitable liquidation less orderly.

Well, the media and investors' honeymoon is now over too. One analyst after another are now pointing out exactly the same thing -- cashflow is right on the cusp of breaking covenant (and forcing early payment of principle, which Valeant can't do; hence bankruptcy and the bond holders taking over the company, wiping out the shareholders). The (recently renegotiated) covenant requires Valeant to keep a debt-coverage-ratio (ratio between cashflow and debt service requirement; the higher the DCR, the less likely the company is to default on a loan) of 2.75. Under their recently released lowered guidance for the rest of 2016, they will be just a few basis points (hundredth of a percent) above that level (they would have already breached it, but for the renegotiated deal). And, if cashflow doesn't start to seriously rocket upward (it's been going down the last few quarters), then by 2017 the covenant would be breached by a mile. If Valeant was largely "fixed" already, then a close brush with insolvency would represent the low point in their trajectory; but there are still some huge and expensive issues that haven't been addressed -- drug prices that are supposed to go down to mollify insurers and politicians, huge good will write-downs that haven't been affected yet, inventory bloat throughout Eastern Europe, liabilities for the Philidor fiasco, new generic competition against the biggest revenue products, empty pipeline, multiple investigations by Federal and State Attorneys General, SEC crackdown, morale issues with the remaining sales force, loss of trust among many constituencies, insurers dropping coverage level for Valeant products, and the overall brand damage.

There is now, as before, only one path; and Papa's most recent words implies that he is, ever so slowly, coming around to realizing it (much to Ackman's live-TV chagrin): Orderly liquidation of all assets (not just "non-core" -- whatever that means for a company with no core).

Before I close, for your reading pleasure, I assembled a few articles from the past week and a half substantiating my assertion that the media and analysts are coming around to seeing that there is no fix for Valeant:

Debt-Burdened Valeant Must Shed Assets, Analysts Say
https://www.thestreet.com/story/136...sets-analysts-say.html?puc=yahoo&cm_ven=YAHOO

Valeant Falls As Barclays Sees 'No Short-Term Fix'
http://www.investopedia.com/article...-no-shortterm-fix-vrx-wba.asp?partner=YahooSA

http://blogs.barrons.com/stockstowa...-no-short-term-fix/?mod=yahoobarrons&ru=yahoo


Cramer on Valeant: New CEO, but it's still rotten at the core
http://www.cnbc.com/2016/06/15/cram...adline|headline|story&par=yahoo&doc=103718462

A few random shareholders just made the Valeant CEO sound stumped in less than 20 minutes
http://finance.yahoo.com/news/few-random-shareholders-just-made-151352895.html

Things can always get worse: Valeant analyst
http://www.cnbc.com/2016/06/08/thin...adline|headline|story&par=yahoo&doc=103700096


Hope everyone is doing great!

Dan.
 


















Dan,

Always enjoy your writings, but there is a fly in the ointment of your last post... Ackman. He owns no bonds and will do everything he can to ensure that an orderly liquidation doesn't happen because he knows that will wipe out common. He's got a slew of people back at PSC ready to write up reports and presentations showing the board that one off sales will not protect shareholders. He'll push for the hail mary play or will let the company die trying - which gets him the same result as he would have had in a sell off. He brought in Papa to do this specifically. I think Papa is floating the idea of larger sales in the event that someone will make some decent offers, but the Bloomberg article (http://www.bloomberg.com/news/artic...ire-morgan-stanley-to-sell-dermatology-assets) shows that any sales will be drastically lower than their purchase prices and will hasten the debt problem and probably force PWC to issue the dreaded "going concern" opinion. I think most buyers are waiting for the BK filing to pick up assets on the cheap and they are right to do it. Many of these brands are in serious decline or the numbers being reported are not trustworthy so the BK prices will afford the buyers a margin of safety that they can get their board to sign off on.

Just my two cents.
 






  • Shoham   Jun 17, 2016 at 08:36: PM
Dan,

Always enjoy your writings, but there is a fly in the ointment of your last post... Ackman. He owns no bonds and will do everything he can to ensure that an orderly liquidation doesn't happen because he knows that will wipe out common. He's got a slew of people back at PSC ready to write up reports and presentations showing the board that one off sales will not protect shareholders. He'll push for the hail mary play or will let the company die trying - which gets him the same result as he would have had in a sell off. He brought in Papa to do this specifically. I think Papa is floating the idea of larger sales in the event that someone will make some decent offers, but the Bloomberg article (http://www.bloomberg.com/news/artic...ire-morgan-stanley-to-sell-dermatology-assets) shows that any sales will be drastically lower than their purchase prices and will hasten the debt problem and probably force PWC to issue the dreaded "going concern" opinion. I think most buyers are waiting for the BK filing to pick up assets on the cheap and they are right to do it. Many of these brands are in serious decline or the numbers being reported are not trustworthy so the BK prices will afford the buyers a margin of safety that they can get their board to sign off on.

Just my two cents.

I totally agree with every word you said!

If it wasn't for Ackman putting in so much of his bandwidth and prestige to save the Valeant story, I think the orderly liquidation would have started 6 months ago -- and might have already been closed to finished by now. You are exactly right, that many shareholders -- particularly Ackman -- would rather gamble big and die trying than settle for maybe a few pennies on the dollar. Especially given that it is mostly the bondholders' money that they are gambling with. That's why the debt holders have their fingers on the trigger for the slightest covenant violations.

That said, if the last 2 years proved anything, the world does not bend to Ackman's wishes. Smooth talker, no magic. And, in this instance, even a shaman rainmaker couldn't, in my opinion, salvage Valeant; so his desire to keep the battle going may only last so long before it is swept away by reality.

Sadly, I do agree with you that value will be squandered by not doing an orderly liquidation while still technically solvent and ending up with a semi-chaotic one in bankruptcy court. While many buyers will rather get the lower prices a forced bankruptcy auction will produce, others may be willing to pay a bit more to be able to acquire choicer assets before they have further deteriorated.

I'd rather get last years outfits at the outlet mall -- paying a discounted price for a discounted good -- than wait another year and buy a damaged product at the penny store. But that's just me.

Dan.
 






To finish my previous thread, specifically on the AGN side of the conversation about goodwill and intangible assets, here's where we stand:

2014
goodwill = $21B
intangibles = $16B
LT debt = $$16B

2015 (the year the AGN acquisition was booked)
goodwill = $47B
intangibles = $68B (AGN patents and brand)
LT debt = $41B

So as I said, the Teva deal closing is huge because if we stay as a standalone company the proceeds allow AGN to have either cash on hand, or reduce LT debt. My guess is they will keep it as cash based on the LT debt structure being affordable. However the goodwill and intangibles are alarmingly high and point to the need to grow (big time) revenue on a continual basis in order to justify and slowly work off the large balance sheet entries we have. If we can't/don't grow at a high enough level then we can fall into the same VRX trap in terms of asset valuation (by no means are we close to the "other" VRX nastiness so I'm not implying that).

It is for these realities that I commented several posts ago that part of the reason I feel AGN is pushing for the PFE deal is to get away from the weight of this situation. While not strictly "going away" these entries now become part of the PFE plc behemoth and can be hand waved away with a company with the B/S and P&L they will have and a market cap of $270-$300+ billion. PFE gets to unlock their trapped cash, and gets to reverse accrued tax liabilities which can be an offset (the tax liability that is) to the high goodwill and intangibles. Note PFE has very similar levels of goodwill, intangibles and LT debt as AGN currently has - but in a business with much higher revenue and profit it can be more easily supported. Without the PFE deal, AGN has to work very hard...maybe impossibly hard.

As Dan rightly points out, the "value" I am describing here is dubious and is by no means value creating. It is not a justification to a shareholder to go through with a deal. Investors see through this and this is why the deal appears to have gone over poorly so far. But I think it is very much part of the equation if you are Brent Saunders. If the deal falls through then he needs to go out and acquire another company that hopefully has very little by the way of goodwill and LT debt and very high revenue potential at least. All pharma Co's have high intangibles - rightly so due to the obvious value of IP. By itself I think AGN will struggle to not drift into the danger zone, albeit not anywhere near the VRX redline!

P551

For those who read my post a few months ago, check out the article on SA. Be prepared, this article is lengthy and full of charts and graphs, so you'll need a big cup of coffee to make it through.

http://seekingalpha.com/article/398...ting-inflate-sales-growth-boost-nols-reinvent

The article highlights in gory detail what I was stating. AGN as a company NEEDS deals in order to survive. I grow increasingly anxious as each day goes by about the Teva closure, as this is essential at this point. If/when this closes (based on all the divestitures of late, I have to assume it's a when not if scenario) Brent has to either act like a classic CEO or continue the deal parade. With Icahn on board now, there will not be a lot of breathing room. He and AGN will be scrutinized like almost no other pharma. Because AGN is a hedge fund hotel, like VRX, it will stay propped up from a Wall St point of view. They will be a darling until they prove unworthy. If they are proven unworthy, because of hedge fund investor influence, the stock will plummet. Frankly, I'm worried about the future. I don't turn to analysts for comfort, as they are all lemmings. IMO Saunders needs to make a large, high quality deal by the end of 2016 or else Oz will be exposed. By quality deal I mean a Biogen, Abbvie, Amgen deal, not little deals to acquire a single niche product. As an AGN family member I think there should be seat belts given out for the wild ride to come.

Happy reading

P551
 






For those who read my post a few months ago, check out the article on SA. Be prepared, this article is lengthy and full of charts and graphs, so you'll need a big cup of coffee to make it through.

http://seekingalpha.com/article/398...ting-inflate-sales-growth-boost-nols-reinvent

The article highlights in gory detail what I was stating. AGN as a company NEEDS deals in order to survive. I grow increasingly anxious as each day goes by about the Teva closure, as this is essential at this point. If/when this closes (based on all the divestitures of late, I have to assume it's a when not if scenario) Brent has to either act like a classic CEO or continue the deal parade. With Icahn on board now, there will not be a lot of breathing room. He and AGN will be scrutinized like almost no other pharma. Because AGN is a hedge fund hotel, like VRX, it will stay propped up from a Wall St point of view. They will be a darling until they prove unworthy. If they are proven unworthy, because of hedge fund investor influence, the stock will plummet. Frankly, I'm worried about the future. I don't turn to analysts for comfort, as they are all lemmings. IMO Saunders needs to make a large, high quality deal by the end of 2016 or else Oz will be exposed. By quality deal I mean a Biogen, Abbvie, Amgen deal, not little deals to acquire a single niche product. As an AGN family member I think there should be seat belts given out for the wild ride to come.

Happy reading

P551
Thank You 551. I have the same concerns regarding the intangibles. In the event that the Teva deal does not close, what will be the impact on the company? Would you expect a different sell off? Keeping fingers crossed!
 






Initial reports had mentioned that teva need to do divestiture worth 2 Billion dollars to satisfy FTC. Till date news has come out on only four deals: IMPAX ($586 million); Sagent ($40 million); dr reddy ($350 million) and Zydus (undisclosed sum but I think it will be around $30-40 million at most since teh market for those ANDA is around $200 million...same as for the Sagent products).

this adds up to a total of 1.016 Billion....so basically another billion to go ....:).

I am betting big time the deal will not go thru...not because Teva CEO will have the moral courage to pull out, but because the FTC will make sure they make it hell for Saunders.

Imagine the idiocity of going live on CNBC and disparaging the American president (after the Pfizer deal got scuttled) on not following rules and regulations and other moral bullshit, when you yourself are completely shorn of any morals. At that moment itself i thought Obama is going to make sure he makes sure Saunders is shown his place......I dont know of an American president who would not be egoistic enough to let a wall street douche bag disparage him and not react.....

Brent Saunder's bullshit will come to light. think people have started to understand the screw up with Allergan balance sheet. I am not sure of any respectful "Pharma" company having to do anything with Allergan from now on. So dont think a Biogen / Amgen / Abbvie will be interested....they are real pharma companies not a bullshit like current Allergan which was a Watson....something just 4 years ago.
 






Thank You 551. I have the same concerns regarding the intangibles. In the event that the Teva deal does not close, what will be the impact on the company? Would you expect a different sell off? Keeping fingers crossed!

I think the share price currently reflects a big portion of risk already, but if the Teva deal officially gets cancelled or nixed, then I think there will be some pain. It will cause a real question about the attractiveness of AGN as a sizable partner to do deals with, not to mention the questions around debt, goodwill, GAAP vs non-GAAP, etc.

The killing of the PFE deal took value away from AGN because inversions are off the table for now and this was a big value add to AGN as a target. Without this as an option, the picture is not as rosy.

Operationally, AGN now has to integrate as an operating company and from what I hear from employees, this is an oil and water company right now. Brent has no real long term experience running a smooth, integrated company; perhaps his SP and Merck time. He has played musical chairs and has banked on the music never stopping. It takes a different leader to rally troops, bring a cohesive approach together, support best practices, etc. I don't see that at all. Of course Wall St doesn't care about this, so the jury will sit with investors as to how the react.

My concern is that the watering hole is poisoned by many other bad actors (like VRX), so if the shine comes off AGN, at all, it could be a falling knife - inappropriately perhaps, but still nonetheless.

I think Teva closes so long as FTC doesn't stop it. The companies will find a buyer for the assets. If June becomes July for the close - which looks about 99% likely at this point, there will be more risks and uncertainty concerns around the stock. I expect a 10% bump in price in total based on the deal...but 10% from today looks less appealing than 2 weeks ago when the stock ran up to $250.

P551
 






For those who read my post a few months ago, check out the article on SA. Be prepared, this article is lengthy and full of charts and graphs, so you'll need a big cup of coffee to make it through.

http://seekingalpha.com/article/398...ting-inflate-sales-growth-boost-nols-reinvent

The article highlights in gory detail what I was stating. AGN as a company NEEDS deals in order to survive. I grow increasingly anxious as each day goes by about the Teva closure, as this is essential at this point. If/when this closes (based on all the divestitures of late, I have to assume it's a when not if scenario) Brent has to either act like a classic CEO or continue the deal parade. With Icahn on board now, there will not be a lot of breathing room. He and AGN will be scrutinized like almost no other pharma. Because AGN is a hedge fund hotel, like VRX, it will stay propped up from a Wall St point of view. They will be a darling until they prove unworthy. If they are proven unworthy, because of hedge fund investor influence, the stock will plummet. Frankly, I'm worried about the future. I don't turn to analysts for comfort, as they are all lemmings. IMO Saunders needs to make a large, high quality deal by the end of 2016 or else Oz will be exposed. By quality deal I mean a Biogen, Abbvie, Amgen deal, not little deals to acquire a single niche product. As an AGN family member I think there should be seat belts given out for the wild ride to come.

Happy reading

P551
I think we are all holding our breath hoping for the other shoe not to drop. As time passes each day the quietness of Agn and Teva is unnerving. The seekingalpha article appears to say that AGN will self destruct within short time period of a few short years. That is scary for all of us. Is there a saving grace from that or is it as he suggests that it will inevitably end in a demise as nonther options remain for it to hide as it could with Pfizer? How I wish I had sold anyear ago....the thought that it could worsen is devastating.
 






I think we are all holding our breath hoping for the other shoe not to drop. As time passes each day the quietness of Agn and Teva is unnerving. The seekingalpha article appears to say that AGN will self destruct within short time period of a few short years. That is scary for all of us. Is there a saving grace from that or is it as he suggests that it will inevitably end in a demise as nonther options remain for it to hide as it could with Pfizer? How I wish I had sold anyear ago....the thought that it could worsen is devastating.

Of course none of know what will really happen, but I don't think the situation is as dire as the SA article indicates. These articles are often written with a purpose and this one might well be to define a short sell thesis. There are some very smart people involved here, and for now Wall St does seem to find Brent credible. If Teva closes there is breathing room to rewrite the script. If it doesn't it totally changes the story and "growth" pharma looks alot like a fiction novel.

The "glory days" of AGN being valued at $340 and a PFE deal at a supposed $380 are long gone. They were likely never real in the first place and in the current environment there is less than zero chance we get there again for a long time.

The SA article at a minimum highlights that there is more (or less I suppose if you think about it) to the story than what you read from the headlines or from what Jim Cramer says. I wouldn't hit a panic button on the stock yet, but if there are people out there holding on to sell when the stock "gets back" to where it was before, I would read the SA article and ask yourself if you think that's really a good bet. If you are able to wait a year or two then you can count on some kind of stock movement - up or down will hinge alot on Teva closing and what the ripple effect is.

P551
 






  • Shoham   Jun 23, 2016 at 06:19: AM
For those who read my post a few months ago, check out the article on SA. Be prepared, this article is lengthy and full of charts and graphs, so you'll need a big cup of coffee to make it through.

http://seekingalpha.com/article/398...ting-inflate-sales-growth-boost-nols-reinvent

[...]

Happy reading

P551

Wow, some long article -- 99 pages. I didn't read it all, but I tried to understand most of the charts and some of the tables. It would have been nice to have a 1-2 pages long executive summary that could stand on its own and deliver the message (the non-quantitative 6 bullets summary doesn't count).

Anyway, here is what I gathered the message to be: Allergan is just another Valeant in the making. It has been going from acquisition to acquisition, building up huge balance sheet black holes that will inevitably catch up with it (as happened with Valeant). The Teva deal sells the portfolio for double what it's worth (which will give Allergan a lot of breathing room, until Saunders starts using the money to do more of the same; and will sink Teva because they are overpaying). He also does some math of what he thinks AGN is really worth and comes up with numbers in the $120-170 range -- well below current share price.

While I agree that the Allergan of today has a lot more financial engineering and deal making enthusiasm than legacy Allergan; its still a long distance to being as bad as Valeant. Valeant was never a company -- just a bizarre portfolio of unrelated healthcare products, whose only association with each other was the happenstance of Pearson deal-making schedule. Add on top of that a corrupt accounting organization, short-sighted price hikes, insurance fraud, rubber stamp board and hedge fund investors, and the whole Philidor fiasco. Allergan is none of those. It is a real company, with real quality products that are synergistic with each other -- therapeutic Botox uses the same R&D and production infrastructure as aesthetic Botox; and aesthetic Botox uses the same brand and marketing organization as other aesthetic products. That's the difference between a real company (the products have something to do with each other) and a portfolio of assets (they don't).

The Teva deal will unwind a lot of the financial engineering that currently clouds Allergan. Will the freed money be used to create even more engineering than it unwinds? -- well, that's anyone's guess. I think I'm not alone in expecting that Saunders would want to use at least some of this money to buy some new toys, but he will have the benefit of doing so in the currently depressed valuations plaguing the pharma industry; to say nothing of Valeant (and quite a few others) that have distressed assets on the block (did anyone say Bausch and Lambs?).

Unless Teva walks away (which I was concerned about before, but as the transaction is approaching completion, this concern is dissipating), I see a mostly positive intermediate future for Allergan. Having learned his lesson with Pfizer, I think Saunders will only do deals that are guaranteed to be crowd-pleasers (the "crowd" being the hedge fund investors and Wall Street in general). And, when this crowd is pleased, stock price benefits.

So, bottom line, I am reasonably positive about Allergan for the mid-term.

Dan.
 






  • Shoham   Jun 23, 2016 at 01:20: PM
Hey everyone:

A bit of home news to share.

After 4 years, my wife left Allergan this week. She just started a great new job. Even without her continued employment at Allergan, I plan to continue hanging out here. I value the community that has gathered around this thread too much to walk away.

Her new job is at SENTÉ. The press release below announces her appointment.

http://finance.yahoo.com/news/sent-appoints-virginia-l-vega-160000090.html

-- Hey, you go baby! Proud of you every day!

Dan.
 






Hey everyone:

A bit of home news to share.

After 4 years, my wife left Allergan this week. She just started a great new job. Even without her continued employment at Allergan, I plan to continue hanging out here. I value the community that has gathered around this thread too much to walk away.

Her new job is at SENTÉ. The press release below announces her appointment.

http://finance.yahoo.com/news/sent-appoints-virginia-l-vega-160000090.html

-- Hey, you go baby! Proud of you every day!

Dan.

I didn't know you were married to Vicki! She is a smart and wonderful woman. Congrats to her.
 






  • Shoham   Jun 23, 2016 at 04:23: PM
I didn't know you were married to Vicki! She is a smart and wonderful woman. Congrats to her.

Thanks.

While it was never a secret, I was careful never to mention her name or role on the thread to reduce the possibility of my posts impacting her professional interactions.

Dan.
 












Thanks.

While it was never a secret, I was careful never to mention her name or role on the thread to reduce the possibility of my posts impacting her professional interactions.

Dan.
Congratulations To you and your wife. It's sad for Allergan to lose such talent and I wish you both all the best. Much gratitude for your insighr as well!
 












  • Shoham   Jun 24, 2016 at 05:02: AM
Dan - Congrats to your wife and thank you for your continued insight.

Took a quick look at the article referenced regarding Allergan and noticed this at the bottom of the page "Valeant Rebound to 29 possible"

http://seekingalpha.com/article/3982941-valeant-rebound-29-possible


Not to sound too dismissive (ok, I'm dismissive), but at every stage of the epic Valeant implosion there were many who wrote seemingly logical explanations as to why a bottom has been reached and with Valeant cheaper than ever before, it's a bargain.

Here are a few points to keep in mind:
1. When trying to fathom what Valeant is worth, one needs to look at Enterprise Value (EV), not market capitalization. EV, as everyone here surely remembers, is the sum of market cap and debt (less cash). It is, effectively, the value that the market is assigning to the totality of the company assets. With a market cap of about $7.6B and $30.5B debt, Valeant EV is currently about $38B. While the stock price has declined by more than 90%, EV has "only" declined by about 70% (from about $125B to $38B). If it were to decline by another $7.6B (about 20% off the current EV), then shareholders will be wiped out completely. The Valeant assets are not worthless; but if they turn out to be worth less than $31B, then Valeant shares are worthless.

2. Whereas the Valeant assets are disconnected and generate no synergy whatsoever (it's just a portfolio, with no rhyme or reason); the opposite can be said about the problems. It's not just a "list of problems" that can be addressed one by one. There are so many, and they are so deep and severe that they exacerbate each other -- a sort of negative synergy. The doctors are mad so they take it out on the salespeople. The salespeople are demoralized, so the good ones (who can get a job anywhere) quit, while the mediocre ones (who can't) stay on. With all the knowledgeable people already out or turned apathetic, there is no one to mentor the inexperienced sales people. The payers are also mad, so they are declining a lot of prescriptions and dropping coverage. The already stripped organization has no one skilled and articulate to hold the payers hands through this and contain the damage. The politicians, regulators, prosecutors, employees, lenders, and shareholders are also mad. Each of these constituency is generating ongoing damage that handicaps the company's ability to address all the other constituencies. Even if the doctors suddenly stopped being mad, there are no remaining good sales people willing to go the extra mile to re-engage the doctors, and the payers are not ready to pay, and so on and so on. This is the stuff that death spirals are made of.

3. Traditional turn-around strategies won't work here. Traditional corporate turn-around revolves around a company that has many constituencies that have benefited from it in the past, that played by the rules, and has hit a rough time. The turn-around strategy is to go to each constituency and ask for a modest concession under the overall proposition that if every constituency made a small sacrifice, and the sacrifices were distributed widely (rather than asking just one constituency to bear the brunt of the turn-around cost), then the company will survive and everyone will benefit. So, for example, employees are asked to temporarily reverse the prior few years worth of pay raises; vendors are asked to give longer payment terms; bondholders are asked to accept interest-only payments; and so on. Even seemingly impeccable foes and immovable constituencies -- like plaintiffs in ongoing lawsuits, taxing authorities, regulators, and likewise -- often find it more in their interest to participate in the turn-around project than let the company fail. This won't work here. There is so much (justifiable) anger, so many constituencies that would rather the company just liquidate already, and so many constituencies that feel so cheated already that making a sacrifice to the benefit of Valeant's shareholders is the last thing on their mind.

Dan.