When ADIA's $7.5 billion investment in Citigroup was announced and I saw how the transaction was depicted in mainstream media, I felt I had to blog it. MSMs portrayal of the deal was so off-base from an educated financial analyst's perspective that I almost put my fist through my computer screen. But before I did, I surfed around the high-end financial blogs I consume to see what, if anything, had been written. And to my great pleasure, I did find some stuff that began to shine a light on the true underpinnings of the deal, light-years better than anything that had been written in MSM. But there was also plenty of stuff in the blogosphere that wasn't so good and, in fact, was no better than the MSM hype machine. And to raise the "interesting bar" that much higher, one of the best pieces of analysis out there was from FT Alphaville, the blogging arm of a premier MSM publication, the Financial Times, but only after they suffered from a bad case of foot-in-mouth disease arising from some sensationalist rhetoric of their own.
So where does MSM end and the blogosphere begin? And how does one separate the good from the garbage? Not easy questions. My early conclusion is that the issues of trust and reputation have almost completely melded between online and offline media, with both sources showing the same characteristics and incidence of quality and hype. And as a consumer you've got to do your homework. Big brands, whether online or offline, don't necessarily guarantee quality. Only those who can understand quality can truly assess it, which is why the blogosphere is such a powerful medium for checks-and-balances not only when applied to mainstream media, but to the blogosphere itself.
Now on to my story. What was pretty interesting about the Citi/ADIA deal is that while I didn't totally agree with certain of bloggers' analysis, several did get the dialog going in the right direction and shine a bright light on the issue at hand: that the ADIA investment was neither stupid nor ill-conceived on Citigroup's part (In fact, I'd argue that it was a true win/win for both issuer and investor). And that I was able to reach out to these bloggers, add my two cents, and help further refine the analysis in order to get to the right answer.
For me, after frustration with MSMs depiction of the deal, I looked to Andrew Clavell over at Financial Crookery. He was the first I saw to raise the issue of optionality in the deal, and the fact that this needed to be taken into account when considering the differential between Citi's dividend rate and the coupon rate on the mandatory issued to ADIA. I was initially so euphoric that I posted a comment saying "thanks." Mick Weinstein, editor of Seeking Alpha, asked me for my view on the deal and I forwarded him Andrew's post. This really helped get the ball rolling online after Seeking Alpha posted Andrew's piece. After thinking about it a bit more I sent Andrew a clarifying note on the topic, as I felt his analysis was quite good but could have been explained more simply:
Andrew, after reading
the comments it might be easier to describe the structure from Citi's
perspective as a stock sale to ADIA at 31.83 and the purchase of a 31.83/37.24
call spread settled in Citi shares. Below 31.83, Citi has sold shares at a fixed
price. Between 31.83 and 37.24, Citi has sold shares at the price at which the
31.83 call is exercised. Above 37.24, Citi has sold shares at 37.24. The value
of the purchased call spread is what accounts for the difference between the
dividend rate and the coupon rate. As it relates to call spread valuation there
are issues certainly of volatility levels and skew between the strikes, expected
dividend rates (as one of your commenters properly raised), etc., but this is
the punch line. Hope this helps.
jck's post over at Alea cited Andrew's post and sought to correct some perceived
inaccuracies. Again, I thought jck's post was very good but also wasn't
quite right, so I felt compelled to drop him a note as well:
Hey, re: the citi deal,
Andrew was not quite correct and I sent a follow up note to him. This is a kind
of forward sale and a kind of a mandatory but there IS optionality, by
definition, since the number of final shares are unknown. This is the way I
think about the deal [then provided the same description I had provided to Andrew above].
Felix Salmon over at Portfolio.com then did a nice job in his post titled "Why Citi's 11% Coupon Doesn't Mean it's Paying Junk Rates," trying to convert Andrew's original post into english for a broader audience.
Then my friends over at FT Alphaville got into the act and added more color and analysis to a deal that still needed a little help, and especially some curative words after suffering from the same news-hype affliction as their MSM parent. One of the comments to the FT Alphaville post, from klandnyc, did an amazing job of making the point of my entire post:
As a major financial newspaper, you should have gotten it right the
first time that a comparison to junk bond wasn’t the right way to look
at a forward equity issuance. I think the most interesting thing about
the deal is actually the media coverage of it. Junk journalism (your
word, not mine) is being practiced en mass on both sides of the
Atlantic. WSJ has an equally “subprime” coverage comparing the deal to
junk bond. In that sense, financial journalists aren’t very different
from their counterparts covering political news. It’s all about
sensational headlines sans nuance with very little fact checking. The
picture is equally dismal in the blogger-sphere, with a few notable
exception. For me, this one little deal turns out to a revealing and
useful way to judge the quality and integrity of the hundred of
so-called experts who blog everyday about developing financial news and
deals. It differentiates those who know what they are talking about
from those who don’t but talk about them anyway. It’s really not rocket
science in this case. Anyone who was comparing the 11% yield to junk
bond in this deal should start with learning about the difference
between bond and equity - you know - the finance 101 stuff. Better
still, they should consider writing about something else other than
finance. Perhaps there is an opening in the political news department?
This comment really got me thinking. I had recently been called to the mat for writing a post based on a Wall Street Journal article that itself proved to be wrong (regarding alleged Merrill Lynch accounting trickery). This particularly harsh comment came from a reader who responded to my recent post describing my rage at MSM and the WSJ's shoddy reporting. From David Harper: