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华尔街日报 转自双语阅读
Icahn Offers $2.75 Billion For Lear
Battered auto-parts makers are suddenly looking like hot plays for some of Wall Street's biggest investors.
Yesterday, billionaire Carl Icahn offered to buy interior and seat maker Lear Corp. for $36 a share, or about $2.75 billion, boosting Lear stock 11.5% to $38.64, its highest close since August 2005.
Mr. Icahn said the beaten-down share prices of auto suppliers have made them attractive values. 'What's exciting is when you buy them when no one wants them. That's when the fortunes are made,' Mr. Icahn said in an interview.
Other investors in fact believe there's much more upside than Mr. Icahn's bid indicates. In response to his offer, Pzena Investment Management LLC, Lear's third-largest shareholder, called on the Southfield, Mich., company's independent directors to oppose the bid, saying Lear has long-term value of $60 a share.
Mr. Icahn's offer 'is far below the value of the company,' Pzena said, adding that it intends to vote against it. Pzena, a fund that manages $27 billion in investments, owns 7.87 million shares, or more than 10% of outstanding shares. In an interview, Richard Pzena, the fund's co-chief investment officer, said he has no intention of leading an alternate bid for Lear in its entirety.
Mr. Icahn's bid comes amid a turbulent time for the U.S. auto-parts business, which has been seen many of its largest companies file for Chapter 11 federal bankruptcy protection as large customers like Ford Motor Co. and General Motors Corp. cut production and buy more parts from lower-cost countries like China.
Many private-equity and hedge funds have been buying into the auto-supplier sector in the past two years, sensing an opportunity amid the chaos.
They have bought into or pursued stakes in large suppliers under bankruptcy protection such Delphi Corp., often snapping up suppliers at low prices and then closing plants, negotiating new labor contracts and seeking price increases from the auto makers.
Lear itself has entered into joint ventures with financier Wilbur Ross to hand over control of Lear's multibillion-dollar plastics-interiors business, which makes parts such as instrument panels. Mr. Ross didn't respond to an email seeking his thoughts on Mr. Icahn's offer.
Mr. Pzena noted Lear and other suppliers have been hurt by recent spikes in the prices of steel and petroleum-based plastic resins. But at some point well-managed suppliers will return to past levels of profitability, he said.
'You can't find valuations this cheap in any other sector,' Mr. Pzena said in an interview. 'There aren't a whole lot of businesses that are underearning their norms.'
Lear said in a statement that its board is expected to formally consider the acquisition. Lear also said that Icahn's proposal has the company's chairman and chief executive, Robert Rossiter, remaining with Lear.
Mr. Pzena said he supports Mr. Rossiter, but his firm's letter asked independent directors to review the offer without management's involvement because 'preserving their jobs and/or enriching themselves can come at the expense of shareholders. '
Mr. Icahn issued his bid through his American Real Estate Partners LP unit. The offer represented a slim 3.8% premium over Friday's closing price.
David Sowerby, chief market strategist at Loomis Sayles, agreed that Mr. Icahn is offering an unusually low price for Lear. Mr. Sowerby, who doesn't own Lear shares, said that most buyout offers typically carry a 20% premium.
Mr. Icahn, who in October agreed to increase his stake in Lear to 16% for $200 million and took a seat on the board the next month, is known for taking big positions in undervalued companies and then trying to force a change in management or strategy. Mr. Icahn has been active in the auto-parts sector, investing in Dana Corp. and Federal-Mogul Corp., both of which are operating under bankruptcy protection.
Mr. Icahn first publicly signaled interest in Lear last May, when he disclosed a 4% stake in the company. The stock was trading at about $26 at the time. Earlier in the year, Lear's stock was pummeled after it reported a massive net loss for 2005 and the bankruptcy filing by Dana prompted concerns about liquidity in the sector.
The stock has rebounded from a low of $15.60 in March amid optimism about a $1 billion refinancing, progress in efforts to restructure its struggling interiors business and improving financial results.
The Ross interiors venture is expected to close in March.
Morgan Stanley auto analyst Jonathan Steinmetz said in a note that 'it would not surprise us to see additional bids, either public or private,' for Lear.
Lear posted earnings of 12 cents a share for 2006, minus a litany of charges related to restructuring activities and other items, according to Lear spokeswoman Andrea Puchalsky. In 2006, full-year cash flow was $115.7 million.
Citigroup auto analyst Jon Rogers said in a note to investors that Lear's sizable free-cash-flow prospects may be a top motivation for Icahn's offer.
Pzena, the investment group that's opposing the Icahn offer, said that its analysis suggests that earnings per share are likely to grow to more than $4 per share over the next few years. Analysts surveyed by Thomson Financial, on average, peg earnings in 2007 at $1.97 per share, rising to $2.54 per share the following year.
Lear management has been aiming to boost margins in seating and electronics by a variety of moves. Like many auto suppliers, Lear is rushing to shift a portion of its manufacturing footprint to Asia, while focusing on winning business with non-U.S. auto makers.
While stock investors cheered the news of a possible takeover, bond investors weren't as optimistic.
Lear's 8.75% bonds due 2016 were down 1.375 to 98.75 in heavy trading, according to MarketAxess. Its 8.5% bonds due 2013 were off 1.75 to 99, while its 5.75% bonds due 2014 were unchanged at 88.125
According to Shelly Lombard, high-yield analyst at bond-market analysis firm GimmeCredit, Mr. Icahn could borrow $2 billion to buy the shares he doesn't own. She noted that it 'appears that there's enough room under the bond covenants to allow the company to borrow an additional $2 billion of debt.'
The additional borrowing would significantly increase Lear's leverage, 'and the higher leverage is not appealing,' Ms. Lombard said in a note.
Such a move could affect the credit rating at Lear, which already has about $1 billion in term loans.
惨淡经营的汽车零配件公司突然摇身一变，成为一些华尔街富豪眼中的香饽饽。
周一，亿万富翁卡尔•伊坎(Carl Icahn)向汽车内饰及座椅生产商Lear Corp.提出收购请求，报价为每股36美元，总值约为27.5亿美元。受此消息刺激，Lear股价上扬11.5%，至38.64美元，为2005年8月以来的最高收盘价。
伊坎在接受采访时表示，汽车零配件类股的持续下跌提供了诱人的投资机会；在别人都唯恐避之不及的公司中寻找投资价值是一件激动人心的事情，那才是赚大钱的机会。
事实上，另有投资者认为Lear的上涨空间远远大于伊坎的报价。Lear的第三大股东Pzena Investment Management LLC获悉伊坎的报价后呼吁Lear独立董事抵制他的收购，并称Lear股票的长期价值高达60美元。
Pzena的联席投资主管理查德•詹纳(Richard Pzena)指出，伊坎的报价大大低估了Lear的价值。詹纳扬言将对伊坎的收购投反对票。
伊坎此举正值美国汽车零部件行业跌宕起伏之际，由于福特汽车公司(Ford Motor Co.)、通用汽车公司(General Motors Corp.)等大客户减少汽车产量并将采购来源转向中国等成本低廉的国家，不少零部件行业的巨头纷纷申请破产保护。
Lear发表声明表示，公司董事会将会认真考虑伊坎的收购提议。Lear还表示，根据伊坎的提议，收购完成后公司董事长兼首席执行长罗伯特•罗西特(Robert Rossiter)将会留任。
詹纳对罗西特表示支持，但是Pzena致函Lear要求独立董事在评审收购提议的时候不要受到公司管理人员的干扰，因为管理人员出于保住位子和自利的动机可能会不惜牺牲股东的利益。
伊坎的收购提议经由其American Real Estate Partners LP发出。收购价格比Lear上周五收盘价小幅高出3.8%。
Loomis Sayles首席市场策略师大卫•索尔贝(David Sowerby)也认为，伊坎给Lear的报价过低。他指出，收购溢价一般在20%。索尔贝未持有Lear股票。
伊坎因擅于大量持有被低估公司股份并促成管理层或经营战略方面的变革而闻名遐迩。去年10月，他同意投资2亿美元将Lear的股份增持至16%，并在次月进入了该公司董事会。伊坎在汽车零配件行业的投资一直非常活跃，处于破产保护下的德纳公司(Dana Corp.)和Federal-Mogul Corp.这两家公司都有伊坎的投资。
去年5月，伊坎首次公开表示对投资Lear感兴趣，并宣布持有了该公司4%的股份，当时Lear的股价约为26美元。今年初，Lear 2005财年的巨额亏损和德纳公司破产保护带来的行业恐慌导致Lear股价大跌。 |
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发表于 2007-2-6 21:00:16
