Focus on Smaller Cap Value Names, Altay Capital

Altay Capital

Focus on Smaller Cap Value Names

Long time value investor. Long/Short portfolio that’s always net long (between 30-80%). I have extensive experience in the video game industry as I founded a leading media company in the space, which I have since exited after an acquisition. Gaming companies only make up ~15% of my portfolio, but its a sector where I believe I have an edge. A newsletter about value investing! Mostly focus on smaller cap value names that aren't widely covered.

Thematic (Sector/Industry)

<ul><li>I initially began my cheap Japanese basket in March 2023 and now that 2023 has come to an end, let’s take a look at how everything worked out.</li><li>But first, a quick summary of the themes in my basket and why I’m broadly still bullish on deep value Japan.</li><li>Within my basket of cheap Japanese companies, there are 3 broad themes: higher quality businesses with better RoEs and P/TBV closer to 0.7x, dirt cheap deep value net nets with P/TBV of 0.2-0.4x, and deeply discounted companies with underappreciated land assets</li></ul>

I initially began my cheap Japanese basket in March 2023 and now that 2023 has come to an end, let’s take a look at how everything worked out.But first, a quick summary of the themes in my basket and why I’m broadly still bullish on deep value Japan.Within my basket of cheap Japanese companies, there are 3 broad themes: higher quality businesses with better RoEs and P/TBV closer to 0.7x, dirt cheap deep value net nets with P/TBV of 0.2-0.4x, and deeply discounted companies with underappreciated land assets

The Cheap Japanese Basket: Year-End Portfolio Review and Reasons Why I Remain Bullish

<ul><li>Dynam Japan is the largest operator of Pachinko halls in Japan.</li><li>The company has been profitable for the past15 years, though profits have been in decline.</li><li>Their halls are mostly located in suburban areas with less competition, but they do have some in big cities. </li></ul>

Dynam Japan is the largest operator of Pachinko halls in Japan.The company has been profitable for the past15 years, though profits have been in decline.Their halls are mostly located in suburban areas with less competition, but they do have some in big cities. 

Updated Thoughts on Some of My Biggest Positions In The Cheap Japanese Basket and Some New Positions

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<p><a href="https://www.smartkarma.com/entities/hitachi-ltd" target="_blank" data-smartkarma-citation="entities:7797:1" rel="noopener"><strong>Hitachi Ltd (6501 JP)</strong></a> has, for over a decade, been restructuring itself - selling subsidiaries here and buying them in there. There are two remaining after the recent sale of <strong><a href="https://www.smartkarma.com/entities/hitachi-chemical-co-ltd" target="_blank" data-smartkarma-citation="entities:14457:1" rel="noopener">Hitachi Chemical (4217 JP)</a></strong>, de-consolidation of <strong><a href="https://www.smartkarma.com/entities/hitachi-capital-corp" target="_blank" data-smartkarma-citation="entities:14410:1" rel="noopener">Hitachi Capital (8586 JP)</a></strong>, and buy-in of <strong><a href="https://www.smartkarma.com/entities/hitachi-high-tech-corporation" target="_blank" data-smartkarma-citation="entities:7046:1" rel="noopener">Hitachi High-Tech (8036 JP)</a></strong>. </p><p>The earnings call in May occasioned another presentation - that of the <span>update on </span><a href="http://www.hitachi.com/New/cnews/month/2020/05/200529a.html" target="_blank" rel="noopener">Progress of the Mid-Term Management Plan</a><span> (with a webcast and a </span><a href="http://www.hitachi.com/New/cnews/month/2020/05/200529a/f_200529apre.pdf" target="_blank" rel="noopener">presentation deck</a><span>), where the CEO responded to a question thusly:</span></p><div><blockquote>
<p><strong>QUESTION: </strong> Next question is regarding the, against the backdrop of COVID-19, is this going to have an impact on the reorganisation of the listed subsidiaries?</p>
<p><strong>ANSWER BY CEO HIGASHIHARA:  </strong>Regarding the listed subsidiary answer. <strong>Hitachi Construction Machinery</strong> and <strong>Hitachi Metals</strong> remain. And what we are telling the top management is that, in the time frame of fiscal year 2021 to 2024, we have to make sure these companies are able to compete globally. They are now evaluating this. It is not just a matter of COVID-19. Mid- to long-term growth strategy will be emphasised so the reorganisation strategy for the listed subsidiaries will not be impacted by COVID-19.</p>
</blockquote></div><div>
<p>FY 2021 to FY 2024 is a three year window starting next April, with FY2021 ending in March 2022 and FY2024 ending in March 2025.</p>
<div>
<p>That was May 29, less than five months ago and the situation was discussed in <a href="https://www.smartkarma.com/insights/hitachi-s-capital-case-liquidating-land-policy-holdings-what-about-the-subs" target="_blank" data-smartkarma-citation="insights:39920" rel="noopener">Hitachi's Capital Case - Liquidating Land &amp; Policy Holdings? What About the Subs?</a>.</p>
<p>Friday saw an article out of the Nikkei suggesting <strong>Hitachi</strong> might sell half its stake in <strong><a href="https://www.smartkarma.com/entities/hitachi-construction-machinery" target="_blank" data-smartkarma-citation="entities:19433:1" rel="noopener">Hitachi Construction Machinery (6305 JP)</a></strong> ("HCM") to a third party, at a discount, and that it might start a sale process on <a href="https://www.smartkarma.com/entities/hitachi-metals-ltd" target="_blank" data-smartkarma-citation="entities:8561:1" rel="noopener"><strong>Hitachi Metals (5486 JP</strong>)</a> "this month."</p>
</div>
<div>
<p>It strikes me as unlikely <strong>Hitachi</strong> would <em>themselves</em> be throwing in the towel 5 months later before the start of the time frame in which top management of the two subsidiaries are supposed to be able to compete globally. All of this is likely getting done with the will and direction of the subsidiaries themselves. This strikes me as some kind of agreement with management of <strong>HCM</strong> that they would not be averse to receiving expert help from outside while remaining listed. </p>
<p>This changes things.</p>
<p><strong>Hitachi</strong> becomes a different animal. It becomes a <em>non-stub trade</em> (parent vs significant value of listed short-able subs) for the first time in a very long time. And the optics change quite a bit.</p>
</div>
</div>

Hitachi Ltd (6501 JP) has, for over a decade, been restructuring itself - selling subsidiaries here and buying them in there. There are two remaining after the recent sale of Hitachi Chemical (4217 JP), de-consolidation of Hitachi Capital (8586 JP), and buy-in of Hitachi High-Tech (8036 JP). The earnings call in May occasioned another presentation - that of the update on Progress of the Mid-Term Management Plan (with a webcast and a presentation deck), where the CEO responded to a question thusly:
QUESTION:  Next question is regarding the, against the backdrop of COVID-19, is this going to have an impact on the reorganisation of the listed subsidiaries?
ANSWER BY CEO HIGASHIHARA:  Regarding the listed subsidiary answer. Hitachi Construction Machinery and Hitachi Metals remain. And what we are telling the top management is that, in the time frame of fiscal year 2021 to 2024, we have to make sure these companies are able to compete globally. They are now evaluating this. It is not just a matter of COVID-19. Mid- to long-term growth strategy will be emphasised so the reorganisation strategy for the listed subsidiaries will not be impacted by COVID-19.

FY 2021 to FY 2024 is a three year window starting next April, with FY2021 ending in March 2022 and FY2024 ending in March 2025.

That was May 29, less than five months ago and the situation was discussed in Hitachi's Capital Case - Liquidating Land &amp; Policy Holdings? What About the Subs?.
Friday saw an article out of the Nikkei suggesting Hitachi might sell half its stake in Hitachi Construction Machinery (6305 JP) ("HCM") to a third party, at a discount, and that it might start a sale process on Hitachi Metals (5486 JP) "this month."


It strikes me as unlikely Hitachi would themselves be throwing in the towel 5 months later before the start of the time frame in which top management of the two subsidiaries are supposed to be able to compete globally. All of this is likely getting done with the will and direction of the subsidiaries themselves. This strikes me as some kind of agreement with management of HCM that they would not be averse to receiving expert help from outside while remaining listed. 
This changes things.
Hitachi becomes a different animal. It becomes a non-stub trade (parent vs significant value of listed short-able subs) for the first time in a very long time. And the optics change quite a bit.



<p>Today after the close, <a href="https://www.smartkarma.com/entities/honda-motor-co-ltd" target="_blank" data-smartkarma-citation="entities:154:1" rel="noopener">Honda Motor (7267 JP)</a> announced the successful completion of the three tender offers for subsidiary/affiliates <a href="https://www.smartkarma.com/entities/keihin-corp" target="_blank" data-smartkarma-citation="entities:15395:1" rel="noopener">Keihin Corp (7251 JP)</a>, <a href="https://www.smartkarma.com/entities/showa-corp" target="_blank" data-smartkarma-citation="entities:15079:1" rel="noopener">Showa Corp (7274 JP)</a>, and <a href="https://www.smartkarma.com/entities/nissin-kogyo-co-ltd" target="_blank" data-smartkarma-citation="entities:20362:1" rel="noopener">Nissin Kogyo (7230 JP)</a>.</p>
<p>The resulting ownership changes are as follows:</p>
<table class="table table-striped">
<tbody>
<tr>
<td colspan="7" style="width: 641.714px;">
<h2>The State of the Honda Sub Residuals</h2>
</td>
<td style="width: 58.8571px;"></td>
</tr>
<tr>
<td style="width: 118.286px;"><strong>Stock</strong></td>
<td style="text-align: center; width: 96px;">
<strong>Announcement <br></strong>(click on the ogre to read the doc)</td>
<td style="text-align: center; width: 61.7143px;"><strong>Tender Doc</strong></td>
<td style="text-align: right; width: 56px;"><strong>TOB Price</strong></td>
<td style="text-align: right; width: 65.7143px;">
<strong>Pre-Tender</strong><br><strong>Ownership</strong>
</td>
<td style="text-align: right; width: 68.5714px;">
<strong>Post-Tender</strong><br><strong>Ownership</strong>
</td>
<td style="text-align: right; width: 52px;"><strong>Fast-Track<br>Delisting</strong></td>
<td style="text-align: right; width: 58.8571px;"><strong>Residual</strong></td>
</tr>
<tr>
<td style="width: 118.286px;">Keihin (7251)</td>
<td style="text-align: center; width: 96px;">
<h3><a href="https://global.honda/content/dam/site/global/investors/cq_img/library/filings/CY2020_20201016_TSEfiling_e_1.pdf" target="_blank" rel="noopener">👹</a></h3>
</td>
<td style="text-align: center; width: 61.7143px;">
<h3><a href="https://www.keihin-corp.co.jp/en/ir/pdf/annualreport/annualreport2018.pdf" target="_blank" rel="noopener">👹</a></h3>
</td>
<td style="text-align: right; width: 56px;">¥2600/shr</td>
<td style="text-align: right; width: 65.7143px;">25.30%</td>
<td style="text-align: right; width: 68.5714px;">93.57%</td>
<td style="text-align: right; width: 52px;">
<p>Yes</p>
</td>
<td style="text-align: right; width: 58.8571px;">¥12.36bn</td>
</tr>
<tr>
<td style="width: 118.286px;">Showa Corp (7274)</td>
<td style="text-align: center; width: 96px;">
<h3><a href="https://global.honda/content/dam/site/global/investors/cq_img/library/filings/CY2020_20201016_TSEfiling_e_2.pdf" target="_blank" rel="noopener">👹</a></h3>
</td>
<td style="text-align: center; width: 61.7143px;">
<h3><a href="https://global.honda/content/dam/site/global/investors/cq_img/library/filings/CY2020_20200901_TSEfiling_e_2.pdf" target="_blank" rel="noopener">👹</a></h3>
</td>
<td style="text-align: right; width: 56px;">¥2300/shr</td>
<td style="text-align: right; width: 65.7143px;">33.14%</td>
<td style="text-align: right; width: 68.5714px;">92.13%</td>
<td style="text-align: right; width: 52px;">Yes</td>
<td style="text-align: right; width: 58.8571px;">¥13.75bn</td>
</tr>
<tr>
<td style="width: 118.286px;">Nissin Kogyo (7230)</td>
<td style="text-align: center; width: 96px;">
<h3><a href="https://global.honda/content/dam/site/global/investors/cq_img/library/filings/CY2020_20201016_TSEfiling_e_3.pdf" target="_blank" rel="noopener">👹</a></h3>
</td>
<td style="text-align: center; width: 61.7143px;">
<h3><a href="https://global.honda/content/dam/site/global/investors/cq_img/library/filings/CY2020_20200901_TSEfiling_e_3.pdf" target="_blank" rel="noopener">👹</a></h3>
</td>
<td style="text-align: right; width: 56px;">¥2250/shr</td>
<td style="text-align: right; width: 65.7143px;">31.61%</td>
<td style="text-align: right; width: 68.5714px;">92.44%</td>
<td style="text-align: right; width: 52px;">Yes</td>
<td style="text-align: right; width: 58.8571px;">¥11.07bn</td>
</tr>
</tbody>
</table>
<p>The results are a little surprising in that all the names managed to get to 92+%. This indicates that some of the passive-tracking TOPIX holders sold into the tender, or their shares were tendered by being borrowed. </p>
<p>This leaves a setup trade.</p>

Today after the close, Honda Motor (7267 JP) announced the successful completion of the three tender offers for subsidiary/affiliates Keihin Corp (7251 JP), Showa Corp (7274 JP), and Nissin Kogyo (7230 JP).
The resulting ownership changes are as follows:




The State of the Honda Sub Residuals




Stock

Announcement  (click on the ogre to read the doc)
Tender Doc
TOB Price

Pre-Tender Ownership


Post-Tender Ownership

Fast-Track Delisting
Residual


Keihin (7251)

👹


👹

¥2600/shr
25.30%
93.57%

Yes

¥12.36bn


Showa Corp (7274)

👹


👹

¥2300/shr
33.14%
92.13%
Yes
¥13.75bn


Nissin Kogyo (7230)

👹


👹

¥2250/shr
31.61%
92.44%
Yes
¥11.07bn



The results are a little surprising in that all the names managed to get to 92+%. This indicates that some of the passive-tracking TOPIX holders sold into the tender, or their shares were tendered by being borrowed. 
This leaves a setup trade.

Honda Tenders Done - Now For The Residuals

<p>This is a single insight for all three tender offers. The first insights at the end of October last year were:</p>
<ul>
<li>
<a href="https://www.smartkarma.com/insights/honda-tob-for-showa-7274-this-one-is-too-cheap" target="_blank" data-smartkarma-citation="insights:34083" rel="noopener">Honda TOB for Showa (7274) - THIS One Is Too Cheap</a> </li>
<li>
<a href="https://www.smartkarma.com/insights/honda-tob-for-keihin-7251-a-cheapish-buy-for-honda-but-it-gets-up" target="_blank" data-smartkarma-citation="insights:34084" rel="noopener">Honda TOB for Keihin (7251) - A Cheapish Buy For Honda But It Gets Up</a> </li>
<li>
<a href="https://www.smartkarma.com/insights/honda-tob-for-nissin-kogyo-7230-honda-gets-this-done-easily" target="_blank" data-smartkarma-citation="insights:34063" rel="noopener">Honda TOB for Nissin Kogyo (7230) - Honda Gets This Done Easily</a> </li>
</ul>
<p>They each had separate opinions. My basic opinion was that two of the three were done expensively but with regards to Showa (7274), I said <em>"The other two are cheapish. This one is objectionably low-priced." </em>One could have argued that it deserved the highest multiple of the three but on a capital to cash-flow multiple basis, it was the cheapest one. And really a bit offensively cheap. </p>
<p>It was also the most difficult to get done for Honda so had the most room for objection. However, as time went on, the covid-19 arrived, and sales dropped, the impetus for objection seemed to wane and I have not heard much complaint in months.</p>
<p>At the time, I also thought that the deals would get approved before they did and the tenders launched before expected. COVID-19 arrived and "expected" became "delayed" then there were re-filings of anti-trust applications so delayed became "delayed longer than expected."</p>
<h3>The New News</h3>
<p><a href="https://www.smartkarma.com/entities/honda-motor-co-ltd" target="_blank" data-smartkarma-citation="entities:154:1" rel="noopener">Honda Motor (7267 JP)</a> made the <a href="https://global.honda/content/dam/site/global/investors/cq_img/library/filings/CY2020_20200901_TSEfiling_e_2.pdf" target="_blank" rel="noopener"><strong>announcement</strong></a> today that the Tender Offers for the three subsidiaries will go through as planned, commencing 2 September. The background on this from a fundamental basis was discussed lightly in the three insights linked above, and also in two pieces by <a href="https://www.smartkarma.com/profiles/mio-kato" target="_blank" data-smartkarma-citation="accounts:713" rel="noopener">Mio Kato</a> both <a href="https://www.smartkarma.com/insights/hitachi-thoughts-on-the-honda-group-autoparts-merger" target="_blank" rel="noopener">at the time</a> and <a href="https://www.smartkarma.com/insights/are-hitachi-and-honda-following-the-toyota-group-s-j-quad-dynamics-jv" target="_blank" rel="noopener">a week later</a>. </p>
<p>All the details and a few comments below.</p>
<hr>
<p><em>For more information on Japanese M&amp;A Rules, Practices, Foibles, and all the Irksome Idiosyncrasies, please see the <a href="https://www.smartkarma.com/insights/quiddity-japan-m-a-guide-2019" target="_blank" data-smartkarma-citation="insights:28911" rel="noopener">Quiddity Japan M&amp;A Guide 2019</a> </em></p>

This is a single insight for all three tender offers. The first insights at the end of October last year were:


Honda TOB for Showa (7274) - THIS One Is Too Cheap 

Honda TOB for Keihin (7251) - A Cheapish Buy For Honda But It Gets Up 

Honda TOB for Nissin Kogyo (7230) - Honda Gets This Done Easily 

They each had separate opinions. My basic opinion was that two of the three were done expensively but with regards to Showa (7274), I said "The other two are cheapish. This one is objectionably low-priced." One could have argued that it deserved the highest multiple of the three but on a capital to cash-flow multiple basis, it was the cheapest one. And really a bit offensively cheap. 
It was also the most difficult to get done for Honda so had the most room for objection. However, as time went on, the covid-19 arrived, and sales dropped, the impetus for objection seemed to wane and I have not heard much complaint in months.
At the time, I also thought that the deals would get approved before they did and the tenders launched before expected. COVID-19 arrived and "expected" became "delayed" then there were re-filings of anti-trust applications so delayed became "delayed longer than expected."
The New News
Honda Motor (7267 JP) made the announcement today that the Tender Offers for the three subsidiaries will go through as planned, commencing 2 September. The background on this from a fundamental basis was discussed lightly in the three insights linked above, and also in two pieces by Mio Kato both at the time and a week later. 
All the details and a few comments below.

For more information on Japanese M&amp;A Rules, Practices, Foibles, and all the Irksome Idiosyncrasies, please see the Quiddity Japan M&amp;A Guide 2019 

The Honda TOBs: FINALLY. Tenders for Showa, Keihin, and Nissin Kogyo

Japan

KEIHIN CORPORATION (an affiliate of Honda Motor) manufactures parts for automobiles, motorcycles, ships, and machinery. The Company's products include fuel injection systems, carburetors, electronic control units, and Automotive Air Conditioning Systems. Keihin Corporation sells its products in Japan, the US Taiwan, Thailand,and the UK.

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Keihin Corp (7251 JP)

The Cheap Japanese Basket: Year-End Portfolio Review and Reasons Why I Remain Bullish

I initially began my cheap Japanese basket in March 2023 and now that 2023 has come to an end, let’s take a look at how everything worked out.

Altay Capital

Updated Thoughts on Some of My Biggest Positions In The Cheap Japanese Basket and Some New Positions

Dynam Japan is the largest operator of Pachinko halls in Japan. The company has been profitable for the past15 years, though profits have been in...

Altay Capital

The Right Trade May Be Hitachi

Hitachi is getting to the end of its Core vs Non-Core restructuring campaign. Two remaining subs have newsflow, and earnings announcements shortly....

Travis Lundy

Honda Tenders Done - Now For The Residuals

Honda secures 92-93% of each of its parts affiliates under Tender Offer. Expect a Delisting end-November or so, and cash payment early-mid Jan2021....

Travis Lundy

The Honda TOBs: FINALLY. Tenders for Showa, Keihin, and Nissin Kogyo

This is a single insight for all three tender offers. The first insights at the end of October last year were: Honda TOB for Showa (7274) - THIS...

Travis Lundy

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