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Merged: APA QANTAS Bid and Macquarie Bank: Where's ASIC?

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Merged: APA QANTAS Bid and Macquarie Bank: Where's ASIC?

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Old 29th Sep 2007, 00:20
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macQantas

The closeness of Dixon (and it might appear some members of the board as well) to the APA deal made this nothing short of a management buyout and good corporate governance should have lead to full disclosure of the company's performance and perhaps a caretaker management structure until it was finalised (one way or the other).

The rising cost of credit was always going to be a risk to the APA deal had it gone through - imagine the QANTAS deal makers trying to refinance their corporate paper in todays or future debt markets. The rising cost of credit is here to stay even if todays sharemarket are seeing it as a blip.

It's sobering to think that jobs could have been on the line for the sake of a deal which was designed to turn shareholders equity into fees, breakup capital and interest payments only for the benefit of a few.

Thankfully a few (very brave) fund managers saw the deal for what it was - poor value for all concerned but a few!
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Old 30th Sep 2007, 12:07
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QFI will a change of government later this year ,improve the hearing of some of the recalcitrants ?
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Old 1st Oct 2007, 11:01
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I hope so Max. Am informed there is a deal of interest in elements of this transaction.

It is worth investigation, it should not be down to a change of government.
I understand there are a few journos sifting throught the rubble of the deal. Not TT/Current Affair type of investigation either..So we can only live in hope.


FOG
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Old 4th Oct 2007, 20:31
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I would like to suggest that Qantas has the best corporate lobbying connections in the country, bar none.

There will be no investigation under Liberal or Labor Federal Governments. The network of connections is just too deep and on so many levels to allow one to proceed.

Simply look at the current and previous Directors and their known "connections" and "exploits" and you will see what I mean. Interesting things happen in the Chairmans lounge, and I've personally had to sort out one resulting corporate debacle.
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Old 5th Oct 2007, 07:59
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Thumbs up

I've personally had to sort out one resulting corporate debacle
If you saved the entire show then you deserve national recognition.

Orders of Australia have been given out for much less...
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Old 7th Oct 2007, 12:31
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Thank you to Paul Fianni and Andrew Sisson.
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Old 7th Oct 2007, 22:53
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It would seem to me that if Qantas senior management knew about the profit upgrades and didn't pass on the information to the shareholders (as would seem likely) - then they were/are corrupt. If they didn't know about it, then quite simply they were/are incompetent!
Certainly questions should be asked at the AGM, however the institutions that can only see dollar signs will ensure that nothing is done.
WHERE ARE YOU ASIC !!!!
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Old 9th Oct 2007, 21:44
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I put this in another topic, but just as relevant...Don't know if it occurred, but this was lifted from Wikipedia. Am confirming with a source or two..

We can only hope!

"After the failed Qantas takeover bid in December 2006, and on the back of growing concern of Qantas' future due to the A380 debacle, an independent review of the board of directors by the shareholder's representative group found irregularities and serious shortcomings in the current leadership. The outcome was a vote of no confidence in Mr. Dixon's continuing leadership; as well as that of Peter Gregg (CFO) and John Borghetti (GM) and a recommendation to call a new board election. This is expected to occur towards the end of the year".

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Old 9th Oct 2007, 21:46
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Sunfish, you can't fool all the people all the time. The federal government is pondering this phenomena at the present time!!

This came from Wikipedia, am trying to source it.
We can live in hope...

"After the failed Qantas takeover bid in December 2006, and on the back of growing concern of Qantas' future due to the A380 debacle, an independent review of the board of directors by the shareholder's representative group found irregularities and serious shortcomings in the current leadership. The outcome was a vote of no confidence in Mr. Dixon's continuing leadership; as well as that of Peter Gregg (CFO) and John Borghetti (GM) and a recommendation to call a new board election. This is expected to occur towards the end of the year".
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Old 20th Feb 2008, 06:22
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Allco's RAT of a year

NAB in talks with Allco on execs' loan

As Allco remains mired in negotiations with its bankers with scant hope of emerging from suspension in one piece, one of its assets, Rubicon America Trust, picked up a 'speeding ticket'.

That's market vernacular for a notice from the stock exchange asking ``please explain why your stock price is rampaging in the absence of any news''. It is akin to the regulator saying, ``we smell a rat''. Indeed RAT (Rubicon America Trust) had risen from 15.5 cents to as high as 27.5 cents last Friday. Today, it slid back to 22 cents.

The acquisition of Rubicon Asset Management was the last deal of any significance struck by Allco, and paid for, before the dramatic events of the past month tipped the structured financier into suspension. It was a desperate deal. And now Allco's bankers are staring at another $100 million loss.

While they dissect the labyrinthine Allco accounts to get a view on asset values, Allco's latest purchase will come under the microscope. Unfortunately, it won't bring much joy.

For $330 million in scrip and cash, Allco had acquired precisely what it didn't need two months ago: another highly-leveraged financial engineering company. Moreover, it acquired the business from two of its own directors, David Coe and Gordon Fell. Opposition to the deal was high - top governance advisor RiskMetrics (formerly ISS) was telling funds managers to vote against it - and the price was higher still.

Pitched at some 27 times earnings, before Allco bowed to public pressure and repriced the deal from $330 million to $264 million, still a handsome result for Rubicon's owners, Coe, Fell and Matthew Cooper.

The earnings multiple may as well be infinity though. Just like Allco, there is too much debt, too much aggressive accounting, too many fees, and too little transparency.

Rubicon Asset manages three listed property trusts, Rubicon America (RAT), Rubicon Europe (REU) and Rubicon Japan (RJT).

While Allco itself is suspended, the Rubicon trio are trading: at 22 cents, 24 cents and 49 cents, respectively. They were all floated for $1 a unit over the past three years. At the time Allco announced it would buy Rubicon last October, they were 98 cents, 85 cents and 86 cents. But Rubicon was doing a share buyback then which helped prop up the stock price.

The deal was completed at December 20. The buy-back notices to the ASX dried up two days later and the three Rubicon trusts have been tanking ever since.

Until this week's inexplicable ''speeding ticket,'' that is, after RAT had gone for a scurry.

"Operating profit before abnormal items...will be lower than the previous financial year by between 35% and 45%'' conceded Rubicon in response to the ASX. That was thanks to ``hedging derivative portfolio'' and writedowns on a bunch of US commercial property loans which Rubicon had brazenly bought, and then written up in value, at the peak of the market.

That Allco had acquired Rubicon after the market had peaked, for an excessive multiple, and from its own directors, can only mean it was desperate to do a deal, any deal to keep confidence alive.

The value, however, is simply not there.

Although RAT's accounts for the June half had recorded a profit of $57 million, the underlying result is more like a loss of $8.6 million.

Clouding the picture was a $72 million uplift in unrealised property gains and another $20.4 million from unrealised forex gains. Strip out a $22 million deferred tax benefit and there is simply $69 million in net property income against $45 million in finance costs.

Net property running income, after costs and fees, was just $18.7 million. Allowing for $27.3 million in capitalised costs and there is the loss.

It is this kind of aggressive accounting which shapes the profit figures of the entire Allco stable. Not to mention the fees and the leverage.

RAT alone is toting $1.5 billion in debt. Its market cap has slipped beneath $100 million.

But at least RAT is still trading. Allco's $6 billion in visible debt (such is the financial engineering that it is impossible to know the entire obligation) presents its bankers with a dilemma. If they recapitalise it, they cannot rely on equity investors to drive the share price.

All of Allco's satellites have performed poorly so their earnings stream from originating more Allco product (spin-offs and funds) is finished.

A select asset sale to cherry-pickers such as Macquarie would leave angry investors with a maze of vehicles and structures but no assets. And a capital injection from a white knight, if it could happen, would have to be struck at such a discount that the dilution could kill the deal.

It is a quandary indeed, and one which is not solved by the performance of the three Rubicon trusts.

True, Allco is merely the manager but Rubicon unitholders are hardly going to throw good money after bad.

Allco used to own 20% of Rubicon and picked up the rest when the transaction was completed in December.

The original terms were $64 million cash plus 24 million Allco shares with the prevailing Allco share price at $8.50. The effective value of this transaction, after a repricing in the face of market distaste, was $268 million.

The terms were revised to $24 million cash plus 20 million Allco shares. The effect was to reduce the transaction value by around $20 million.

This week, with Allco shares suspended on a last trading price of $3, the value on the acquisition of 80% of Rubicon is $136 million.

Besides its unlisted assets, Rubicon itself owns owns 46 million RAT units, 46 million REU units and 50 million RJT units. The total investment was a cost of $150 million. The value of these units is now $46 million. While the purchase of this stock obviously supported the unit prices it resulted in a loss of over $100 million.

In the year to June 2007 alone, Rubicon Management charged $78 million in fees to the Trusts, comprising management fees and procuration fees according to the expert's report from Grant Samuel which okayed the Allco/Rubicon deal.

Needless to say, Grant Samuel did not make much of the fact that Rubicon is in the habit of paying distributions from capital.

In any case, expect banks and investors to scrutinise every last asset evaluation when Allco finally announces its earnings, delayed possibly until next week.
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Old 22nd Feb 2008, 22:19
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Thank you GB for that forensic analysis on a business that has earned itrself some space in a rubbish bin at the Longreach museum.

Now there are a few other threads that urgently need your diligence and insight.

How about an analysis of the muddled interactions between AIPA, AFAP and jet*?

Perhaps too hard. Then what about an analysis of the internal functioning of AIPA and the sour relationship within the executive and any transactions between that executive, the rest of AIPA COM and the general AIPA membership, with special emphasis on the transparency and truth of such transactions. These are core issues for any business including Allco and AIPA.
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Old 25th Feb 2008, 10:30
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SMH stories (25 Feb 08):

It's all over at Allco

Allco's future is out of its hands

... and this is the pack of genii that were big players in last year's tilt at the Rat.

Should have seen it - something as fanciful and far-fetched as that bid - typical top-of-the-market stuff.

Couldn't happen to a better wunch of bankers.
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Old 25th Feb 2008, 17:04
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it's not quite over yet, as Allco is not in receivership, but the stories do indicate the quality of the APA bid, which as I said at the time smelled to high heaven, and by implication, so does the Board and Senior Management of QF.

The Board should have sent APA away with a flea in their ear the minute they knew Allco was involved, because one of the functions of a Board (and a reason that there are so many well connected people with multiple Board seats) is to examine and do due diligence on the quality of companies who want to do business with you - and I don't mean a Dun and Bradstreet check!

To put it another way, there are always shonky operators who want to do business with well known institutions, or attach themselves to your good name one way or another. Then they drag you down into the mud with them. Quite a few tried it on me at one time.

I rest my case.

Last edited by Sunfish; 25th Feb 2008 at 19:24.
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Old 25th Feb 2008, 18:23
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Sunfish, its not looking good.
Deadlines could doom Allco

Related Coverage
  • Scott Rochfort and Stuart Washington
  • February 26, 2008
ALLCO Finance Group concealed for more than two months the nature of its exposure to a $900 million debt, which it has finally admitted could sink the company.

The gravity of Allco's situation was laid bare yesterday with the further disclosure that the structured finance company had understated its current liabilities across the group by $2 billion in last year's annual report.

After postponing its half-year results twice, Allco's reporting of a 10 per cent fall in net profit to $83.94 million appeared of little consequence after the auditor KPMG raised doubts about the company's future.
"The group is dependent on the ongoing debt facilities provided by its financiers to continue to operate as a going concern," KPMG said in the accounts.

Allco's chief executive, David Clarke, tried to put a positive spin on the situation in a phone hook-up with the media, declaring his desire to "rebuild" the company. His plan would involve repaying Allco's debts to "comfortable" levels via the sale of some assets by June 2009.

Mr Clarke also announced the group would exit its capital-hungry infrastructure and "financial assets" operations, to focus on its core activities of leasing planes, ships, trains and real estate.
But this appeared to fall on deaf ears. Allco shares plunged $1.94, or 64 per cent, to $1.11 after coming off a two-week trading halt. Allco added it could be forced to write down the bulk of its $1.3 billion in goodwill and $176 million in "intangible management rights" because of its impaired financial position and prospects.

There was also bad news for the listed vehicles managed by Allco, Allco HIT and Allco MAX. Mr Clarke conceded that Allco's exit from its "financial assets" operations could result in the funds being wound up.
Fuelling suspicions the company has tried to hide the true extent of its woes, Mr Clarke conceded a $900 million debt originally due to be refinanced in September next year could now be required to be repaid within 90 days.

This is on top of the $250 million it needs to refinance by May 1.
While bankers had not yet called in the debt, Mr Clarke conceded the dipping of the company's market capitalisation below $2 billion meant the clause in the loan agreement that could trigger the repayment requirement was in effect. Allco is worth $408 million.

Despite the company's value remaining below $2 billion since January 9, Mr Clarke said Allco was not obligated to reveal the situation to investors.
"The advice was clear; this was not an event that needed to be disclosed," he said.

Allco made no mention of this debt clause when it responded to a share price query from the ASX on January 21.
The company said there were "no developments with regard to Allco's business which require market announcement".

Mr Clarke said yesterday that Allco had appointed Caliburn Partnership to advise on the restructuring of the group's operations in December. "Caliburn were hired at end of last year to turn us into an organisation that can put itself forward as a simplified organisation," he said.

The Australian Securities Exchange said it was investigating whether Allco had breached disclosure rules. "We are looking at it very closely and assessing whether it's in compliance with their obligations," said an ASX spokesman, Matthew Gibbs.

Adding further instability, the position of two lenders including National Australia Bank on a margin loan over more than 50 million Allco shares - to an investment vehicle largely owned by senior Allco employees - was thrown into doubt.

This was despite an earlier announcement of an apparently concrete standstill agreement. It emerged that the standstill agreement had not actually been reached.

On January 29, the Allco Principals Investments director Christopher West said it had "concluded a heads of agreement providing for a standstill agreement with its two remaining margin lenders".

The supposed agreement was to stop any forced sales of 23.7 million Allco shares held by Allco Principals Investments until after the release of Allco's full-year financial results later this year. But as the share price plunged yesterday the heads of agreement vanished.

Allco Hybrid Investment Trust asked for an extension of its suspension from trading because the standstill agreement "has not yet been formally documented and agreed".
Source SMH

Is there any chance that Qantas was going to somehow "acquire" this $2 billion of Allco debt? Was that the whole intention - get Allco out of the hole, and macback a fee bonanza? Then throw the debt laden carcass to the public via an IPO.

Last edited by Launch_code_Harry; 25th Feb 2008 at 18:37.
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Old 25th Feb 2008, 19:34
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But of course LCH! And they said it at the time! Albeit in a language that the punters were not supposed to understand.

Qantas has an enormous cash flow - all airlines do. Once you get your hands on that cash flow there is no end of wonderfully creative things you can do with it! Furthermore, the banks are not going to be too picky about a privatized QF (or its investors) if they want a share of their business.

Then of course there is the fact that all that money is in different currencies, and there is this delightfully non -transparent clearing house in Montreal where airlines exchange interline tickets and money. I wonder if the ATO ever got onto that? The best, most secret way of moving money around the globe.

Then of course there is the QF advertising budget... do you think the SMH would be running stories today on Allco if it's Chairman was on the Board of QF? Think again.

A successful APA bid would have fireproofed Allco.

It's an old tactic. When you know your business is shonky, try and buy a good business and then hide behind it. Allan Bond tried that three times. (Lonrho, Bell Corporation and Channel Nine)
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Old 25th Feb 2008, 19:44
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By the way, for those of you who doubt the sagacity and wisdom of Sunfish, I refer you to post number two on this thread (August 2007):

My interest is now on what is the next large asset that the Sydney push will try for.

They've had a go at Qantas.

They've had a go at the Snowy scheme, but may try for all the water in the rivers if Howards water scheme gets up.

Not sure if they can buy the air we breath.

Maybe Telstra? I can't think of anything else big enough for them to want to chew on.
We have our answer - The NSW Electricity System, although I guess this time Allco won't be a player.
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Old 26th Feb 2008, 08:03
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Just wondering when we'll hear from some of the other APA apologists who were on these boards last April/May telling us how great the APA 'partners' all were...
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Old 27th Feb 2008, 10:22
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Am I having a very serious senior moment, when I heard GD on lateline (the elderly don't need much sleep) saying "when we decided not to let the takeover go ahead" tell me if I am totally losing it, but did the takeover not go ahead not because of GD and Marg, but because of a yank late shareholder stuffup? Was not GD and Marg skipping around estatically as they were both about to pocket about 190 million between the two of them for flogging the company to these mob of carpetbaggers? Was it also not the pressure from the general public who fed up with the sale of Aussie icons such as The Rat made it very plain they were not amused? Was I the only one who heard it? Time to book myself into "Dunrootin" home for retired airline pilots I think.
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Old 27th Feb 2008, 10:45
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I can’t remember the exact timing but there was an initial offer put in by the Mac consortium that was rejected by the board. It was the next offer that was so overwhelmingly accepted by the board and Darth.-
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Old 27th Feb 2008, 20:32
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How many times have we heard corporate giants telling us the damage that unions and employee attitudes do to the bottom line of their company's.

It seems to me that they have a very selective memory as seen with TG's post and now we see just how precarious the financial position of one of the failed take over partners is.

At times I doubt some of these people could lie straight in bed but of course it's not their fault that the wheels fall off but the employees and the evil unions....

By the way, does anyone want to buy a few child/day care facilities.I hear that a few are about to go very cheaply......
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