If HP Investors Are Exasperated Now, Wait Till They See That Bond Sale
Investors in Hewlett-Packard are “exasperated” about that company’s pending $10 billion acquisition of the British software firm Autonomy, but there’s probably not much they can do about it, says the analyst Toni Sacconaghi of Bernstein Research in a research note to clients issued yesterday.
In a scathing assessment from an analyst who’s rarely so negative on HP, Sacconaghi argues that investors are universally opposed to the Autonomy deal based primarily on the high price that HP is paying, which works out to 11 times sales, versus the option of using HP’s precious cash reserves elsewhere.
Unhappy HP investors have little recourse, Sacconaghi writes, and Autonomy shareholders seem especially eager to get the deal done. As the Financial Times reported yesterday, the fact that 42 percent of shareholders signed on to the deal so early in the tender process gives an indication of their opinion that the price HP is paying is a favorable one that’s not likely to be met by another bidder. It’s also an unusually high response rate this early in the process.
And there’s little if any chance that HP shareholders could stop the deal now even if a majority of them wanted to, he says. By paying cash for Autonomy, HP doesn’t need shareholder approval, and according to the terms of the deal, HP has to follow through absent a “material adverse change,” such as new negative information about Autonomy (like a major legal problem or something on that scale).
There’s certainly plenty to dislike about the deal. As Bloomberg News reported, HP sold $4.6 billion worth of bonds in order to help pay for the deal, though with yields on corporate bonds near record lows the timing to take on debt could be worse.
But even with corporate bond rates at relatively low levels, HP is paying more to finance its debt than its peers. Compare, for example the five-year fixed-rate bonds that HP issued yesterday with a coupon rate of 3 percent. In July, IBM issued five-year fixed-rate bonds at a coupon rate of 1.95 percent. I’m not exactly an expert on corporate bonds, but the way I understand it is like this: If you think of bonds like a credit card, HP is paying more than 1.5 times the interest on its debt than IBM is. That block of five-year bonds represents $1.3 billion worth of the $4.6 billion offering, making it the biggest portion of the debt offering disclosed in an HP regulatory filing yesterday.
Separately, two securities law firms said today they have launched investigations of HP and its board of directors. The Briscoe Law Firm, headed by former Securities and Exchange Commission attorney William Briscoe, and Powers Taylor LLP announced they’re investigating what they call “potentially misleading statements” by HP between Nov. 22 and and August 18. During that period, the firms allege that HP executives and directors made false statements or failed to disclose material information about the TouchPad tablet and the webOS operating system running on it. HP, they say, “lacked a reasonable basis for their positive statements,” and thus caused HP shares to trade at artificially high prices, peaking at $48.99 on Feb. 16. HP shares were nowhere near that high today, closing at $22.93, up 23 cents.