Pershing Square Holdings: First Annual Report

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Mar 25, 2015

Pershing Square 2014 Letter, PORTFOLIO UPDATE

Allergan, Inc. (AGN, Financial)

In February of 2014, Pershing Square formed a joint venture with Valeant Pharmaceuticals Intl Inc(VRX, Financial),Ă‚ Pharmaceuticals International, to pursue a merger between Valeant and Allergan. Allergan is a leading specialty drug company in aesthetics, dermatology and ophthalmology. Over the course of two months, the Pershing Square/Valeant joint venture acquired a 9.7% stake in Allergan at an average cost of $128 per share, which we deemed to be a fair price for the business, assuming no improvement in operations or a transaction.

Allergan had a strong track record of organic growth driven by a portfolio of market-leading products, including the fast-growing Botox franchise but was not known to allocate capital efficiently or run its business cost effectively. Given the strategic overlap between Valeant and Allergan’s product portfolios, along with Valeant’s superior cost structure, operating model and capital allocation strategy, we believed that a merger between Valeant and Allergan had the potential to create enormous shareholder value.

On April 22, Valeant and Pershing Square announced an unsolicited offer to acquire Allergan for $161 per share, a 38% premium to Allergan’s unaffected stock price, and a takeover battle ensued with two price increases, litigation, two proxy contests, a war of words and ultimately a transaction.

On November 17, Allergan announced a merger with Actavis PLCĂ‚ (ACT, Financial) for cash and stock valued at ~$240 per share when the transaction closed on March 17t. Prior to closing, we hedged a substantial portion of the Actavis shares we would have received while electing to retain 1.35 million shares (held across all funds, ~500,000 are held in PSH) in the newly merged company which we consider to be undervalued and well managed.

Herbalife Ltd. (HLF, Financial) Short

We remain confident in our short thesis that HLF is an illegal pyramid scheme that will collapse or otherwise be shut down by regulators. The company’s business has continued to deteriorate as reflected by its substantially reduced forward earnings guidance for 2015.

Herbalife is doing its best to attack the messenger with a public relations campaign against Pershing Square. Ultimately, the facts will drive the outcome. We expect continued substantial business deterioration as the company is forced to reform its highly abusive and deceptive practices, or is shut down.

Air Products and Chemicals, Inc. (APD, Financial)

Air Products and Chemicals, Inc. has made meaningful progress since Seifi Ghasemi became CEO on July 1, 2014. We believe that Seifi is the ideal leader to transform Air Products, and we applaud the Air Products Board for hiring Seifi as Chairman/CEO and supporting him in his efforts to improve the company.

Seifi’s announced goals are to increase EBIT margins from ~16% to ~22.5%, comparable to that of industry leader Praxair, Inc. (PX, Financial) Inc. Air Products expects that half of this 650 basis point improvement will come from SG&A and overhead, and half from gains in productivity and operational efficiencies. Air Products was at the top of the industry two decades ago, and Seifi has stated that he believes there are no structural issues that should prevent the company from regaining its industry-leading performance.

Early results, including earnings announcements in October 2014 and January 2015, have been impressive. Earnings per share (EPS) have increased 13% and 16%, respectively in Seifi’s first two quarters as CEO. Operating margins are at the highest levels in nearly a decade, driven partially by reductions in SG&A of ~8% in the most recent quarter. With operating margins now at ~17.5%, Air Products has closed 150 basis points of its margin gap versus Praxair with remarkable rapidity. Air Products’ fiscal year 2015 guidance calls for EPS of $6.30-6.55, which represents growth of 10-13% despite foreign exchange headwinds.

Canadian Pacific Railway Limited (CP, Financial)

The remarkable transformation of Canadian Pacific continues under the leadership of Hunter Harrison and the reconstituted CP Board in 2014. Full-year EPS grew 32%, in spite of severe winter weather conditions in the first quarter of the year. In 2014, CP achieved an operating ratio of 64.7%, besting its four-year 65% operating ratio target just two years into the operating plan. On an annual basis, CP has risen from the least efficient Class I railroad to the third-best, and the improvements are continuing. This progress has been achieved while maintaining industry-leading safety performance. The drive to operational excellence is enhancing service and reliability, while lowering CP’s cost to serve its customers.

In October, CP held an analyst day to outline its revised multi-year plan. The company’s new four-year targets call for $10 billion of revenue by 2018, representing a 10.5% compound annual growth rate. This impressive revenue growth is driven by efficiencies and service-level improvements that permit CP to win business for which it historically could not compete.

CP’s announced revenue and margin goals translate into about $20 per share in earnings in 2018 including the impact of projected share repurchases. At the inception of our investment in 2011, CP earned $3.15 per share. The achievement of $20 per share in earnings would represent more than a six- fold increase in the earnings power of the business following the proxy contest and Hunter Harrison’s appointment as CEO. We believe CP remains an attractive investment led by a superlative management team.

Restaurant Brands International Inc. (QSR)

At the end of August, Burger King Worldwide Inc announced that it would acquire Tim Hortons (THI), Canada’s leading quick- service restaurant company, for $12 billion forming the newly renamed Restaurant Brands International. The transaction closed in December of 2014. Tim Hortons operates a 100% franchised business model with ~4,500 units. In Canada, where 80% of Tim Hortons’ restaurants are located, the company commands a market share which RBI estimates to be more than 40% of total QSR traffic and nearly 75% of QSR caffeinated beverages sales.

We believe the acquisition of Tim Hortons will create significant long-term value for RBI shareholders as executed by the company’s controlling shareholder, 3G Capital, which has an extremely strong track record of successful business transformations. In the four years that 3G has owned a controlling stake in RBI, the company has dramatically improved its operations, reduced its capital intensity, significantly grown its number of restaurants, and put in place an improved capital structure.

We believe the improvements that 3G has enacted at Burger King will serve as a template to create value in the Tim Hortons transaction. We believe there is substantial unit growth opportunity outside of Canada, and that under 3G’s leadership, Tim Hortons is well positioned to identify meaningful operations and capital efficiencies. The acquisition enhances Restaurant Brands’ medium and long-term EPS growth rate, and long-term shareholder value.

Platform Specialty Products Corporation (PAH, Financial)

We believe that Platform Specialty Products has the opportunity to invest large amounts of capital at a high rate of return by acquiring a portfolio of specialty chemicals businesses that can operate more efficiently as part of a larger industry platform.

Platform’s business model of investment in asset-light, high-touch specialty chemical businesses is characterized by high margins, low capital intensity, and high switching costs. Platform’s management team has a demonstrated record of value creation which benefits by an environment which is favorable for M&A activity.

In 2014, the company announced $5 billion in acquisitions in the agricultural chemicals industry by acquiring Chemtura AgroSolutions, Agriphar and Arysta LifeScience Limited. Agricultural chemicals are vital to increased food production, and are a key input to growing crop output to meet the rising demand for food worldwide. Agricultural chemicals have high barriers to entry, both from the need for intensive (and lengthy) research programs and the high hurdle of regulatory approval associated with any input in the food chain. With these acquisitions, we believe that Platform has assembled a leading global crop solutions business that offers a full product portfolio and diversity across crop varieties and geographies.

Zoetis Inc. (ZTS, Financial)

In November, Pershing Square announced an 8.5% stake in Zoetis, the world leader in branded animal healthcare products. Until 2013, Zoetis was a non-core subsidiary of Pfizer, whose primary business is human healthcare products. In January 2013, Pfizer completed an initial public offering of a 20% stake in Zoetis. The separation from Pfizer was completed in June 2013, when Pfizer split off its remaining 80% ownership to its shareholders.

The separation resulted in the creation of the only large, independent, publicly traded animal health company in the world. The company has a market capitalization of ~$24 billion and ~$5 billion in revenue.

Zoetis’ business model passes our high bar for business quality. Zoetis participates in markets with strong secular growth, driven by global increases in protein consumption, pet ownership, and the use of medicines to treat pets and livestock. As a result, the global animal health market has grown at an average of about 4% since 2008 and has experienced positive volume growth every year since 2003. Historically, Zoetis’ organic growth has exceeded the industry average.

Part Two : http://www.gurufocus.com/news/326046