Opinion: Sweetened offer from HBC a better alternative than allowing the buyout deal to fall apart - The Globe and Mail | Canada News Media
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Opinion: Sweetened offer from HBC a better alternative than allowing the buyout deal to fall apart – The Globe and Mail

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The sweetened offer from Hudson’s Bay Co. executive chairman Richard Baker to the retailer’s minority shareholders looks set to end a stalemate that was sure to bring pain to all sides.

Catalyst Capital Group Inc.’s hardball tactics in the battle for Canada’s oldest corporation paid off. The Toronto-based private-equity fund led by financier Newton Glassman had a 17.5-per-cent stake in HBC and became the loudest critic of the buyout first announced in early June. The agreed-upon bid price – although far below what dissident investors have contended HBC is worth – prevents further erosion in the shares as the department-store sector struggles against online competition.

Late Friday, Catalyst pledged its support for an $11-a-share bid from Mr. Baker and his fellow controlling shareholders. That is 70 cents higher than the previous offer that minority shareholders spurned despite the HBC board’s recommendation. It is also the price Catalyst itself had previously proposed to offer for the owner of the Hudson’s Bay and Saks Fifth Avenue banners.

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The offer, at more than $1-billion, is no windfall for shareholders including Catalyst, which will sell its shares for 8.8 per cent more than it bought most of its interest, said Julian Klymochko, veteran arbitrageur and chief executive of Accelerate Financial Technology Inc. But it is a better alternative than the deal falling apart.

“The worst-case scenario is to end up in that purgatory where the stock tanks 50 per cent and there’s really no hope for public shareholders. So it is a small win here,” Mr. Klymochko said.

Before taxes, Catalyst will make a profit of about $16.5-million on the 18.5 million shares it bought in a mini-tender last summer at $10.11 each. It has not disclosed the price it paid for the other 13.7-million shares it bought previously, but proceeds will likely be much higher.

None of the players involved in the deal would comment on Sunday about what led to the break in the acrimony.

Catalyst’s stake, along with that of other minority shareholders, was enough to block the bid by Mr. Baker and his allies, which include Rhone Capital LLC, Hanover Investments (Luxembourg) SA and Abrams Capital Management LP. Although the Baker group collectively controlled 57 per cent of HBC shares, a majority of minority shareholders had to vote in favour for a buyout to be successful.

Catalyst opposed the Baker group on several fronts, including launching a complaint with the Ontario Securities Commission that resulted in HBC having to postpone the shareholder vote. It appeared the bid was set to fail anyway, as minority holders stuck to their view that the value of the offer did not reflect the worth of HBC’s real estate.

A major point of debate is the flagship Saks store in Manhattan. In 2014, it was valued by a lender at $4.1-billion. This fall, real estate appraisers pegged it at $2.1-billion – with $1.64-billion in debt. HBC argued that the deteriorating retail landscape, especially on that New York strip, had hurt the value. Investors did not buy the explanation, which was part of the calculation that HBC’s real estate was worth $8.75 of the last offer.

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Mr. Baker wants to restructure HBC away from the public spotlight, and the prospect of the takeover battle dragging on would only hurt those efforts. The stock has weakened despite several asset sales and store closings, as the business environment has worsened. The shares traded at nearly $29 in 2015, but had fallen to $6.22 just before Mr. Baker announced his privatization plan.

Not all minority shareholders are enamoured with the 6.8-per-cent increase in the bid. Sandpiper Group, a real estate private equity company, said HBC is worth significantly more but added, “it is a good outcome to arrive at given the controlling shareholder group involved.” Alyssa Barry, Sandpiper’s vice-president of capital markets, declined to say if the firm now will vote in favour of the bid.

Another dissident, Ortelius Advisors LP, will proceed with a lawsuit against HBC and Mr. Baker, according to a spokesman. The New York activist hedge fund is seeking an injunction against the deal, arguing that HBC is understating the true value of the property and presenting “misleading negative views” of the company’s prospects.

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Transat AT reports $39.9M Q3 loss compared with $57.3M profit a year earlier

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MONTREAL – Travel company Transat AT Inc. reported a loss in its latest quarter compared with a profit a year earlier as its revenue edged lower.

The parent company of Air Transat says it lost $39.9 million or $1.03 per diluted share in its quarter ended July 31.

The result compared with a profit of $57.3 million or $1.49 per diluted share a year earlier.

Revenue in what was the company’s third quarter totalled $736.2 million, down from $746.3 million in the same quarter last year.

On an adjusted basis, Transat says it lost $1.10 per share in its latest quarter compared with an adjusted profit of $1.10 per share a year earlier.

Transat chief executive Annick Guérard says demand for leisure travel remains healthy, as evidenced by higher traffic, but consumers are increasingly price conscious given the current economic uncertainty.

This report by The Canadian Press was first published Sept. 12, 2024.

Companies in this story: (TSX:TRZ)

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Dollarama keeping an eye on competitors as Loblaw launches new ultra-discount chain

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Dollarama Inc.’s food aisles may have expanded far beyond sweet treats or piles of gum by the checkout counter in recent years, but its chief executive maintains his company is “not in the grocery business,” even if it’s keeping an eye on the sector.

“It’s just one small part of our store,” Neil Rossy told analysts on a Wednesday call, where he was questioned about the company’s food merchandise and rivals playing in the same space.

“We will keep an eye on all retailers — like all retailers keep an eye on us — to make sure that we’re competitive and we understand what’s out there.”

Over the last decade and as consumers have more recently sought deals, Dollarama’s food merchandise has expanded to include bread and pantry staples like cereal, rice and pasta sold at prices on par or below supermarkets.

However, the competition in the discount segment of the market Dollarama operates in intensified recently when the country’s biggest grocery chain began piloting a new ultra-discount store.

The No Name stores being tested by Loblaw Cos. Ltd. in Windsor, St. Catharines and Brockville, Ont., are billed as 20 per cent cheaper than discount retail competitors including No Frills. The grocery giant is able to offer such cost savings by relying on a smaller store footprint, fewer chilled products and a hearty range of No Name merchandise.

Though Rossy brushed off notions that his company is a supermarket challenger, grocers aren’t off his radar.

“All retailers in Canada are realistic about the fact that everyone is everyone’s competition on any given item or category,” he said.

Rossy declined to reveal how much of the chain’s sales would overlap with Loblaw or the food category, arguing the vast variety of items Dollarama sells is its strength rather than its grocery products alone.

“What makes Dollarama Dollarama is a very wide assortment of different departments that somewhat represent the old five-and-dime local convenience store,” he said.

The breadth of Dollarama’s offerings helped carry the company to a second-quarter profit of $285.9 million, up from $245.8 million in the same quarter last year as its sales rose 7.4 per cent.

The retailer said Wednesday the profit amounted to $1.02 per diluted share for the 13-week period ended July 28, up from 86 cents per diluted share a year earlier.

The period the quarter covers includes the start of summer, when Rossy said the weather was “terrible.”

“The weather got slightly better towards the end of the summer and our sales certainly increased, but not enough to make up for the season’s horrible start,” he said.

Sales totalled $1.56 billion for the quarter, up from $1.46 billion in the same quarter last year.

Comparable store sales, a key metric for retailers, increased 4.7 per cent, while the average transaction was down2.2 per cent and traffic was up seven per cent, RBC analyst Irene Nattel pointed out.

She told investors in a note that the numbers reflect “solid demand as cautious consumers focus on core consumables and everyday essentials.”

Analysts have attributed such behaviour to interest rates that have been slow to drop and high prices of key consumer goods, which are weighing on household budgets.

To cope, many Canadians have spent more time seeking deals, trading down to more affordable brands and forgoing small luxuries they would treat themselves to in better economic times.

“When people feel squeezed, they tend to shy away from discretionary, focus on the basics,” Rossy said. “When people are feeling good about their wallet, they tend to be more lax about the basics and more willing to spend on discretionary.”

The current economic situation has drawn in not just the average Canadian looking to save a buck or two, but also wealthier consumers.

“When the entire economy is feeling slightly squeezed, we get more consumers who might not have to or want to shop at a Dollarama generally or who enjoy shopping at a Dollarama but have the luxury of not having to worry about the price in some other store that they happen to be standing in that has those goods,” Rossy said.

“Well, when times are tougher, they’ll consider the extra five minutes to go to the store next door.”

This report by The Canadian Press was first published Sept. 11, 2024.

Companies in this story: (TSX:DOL)

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U.S. regulator fines TD Bank US$28M for faulty consumer reports

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TORONTO – The U.S. Consumer Financial Protection Bureau has ordered TD Bank Group to pay US$28 million for repeatedly sharing inaccurate, negative information about its customers to consumer reporting companies.

The agency says TD has to pay US$7.76 million in total to tens of thousands of victims of its illegal actions, along with a US$20 million civil penalty.

It says TD shared information that contained systemic errors about credit card and bank deposit accounts to consumer reporting companies, which can include credit reports as well as screening reports for tenants and employees and other background checks.

CFPB director Rohit Chopra says in a statement that TD threatened the consumer reports of customers with fraudulent information then “barely lifted a finger to fix it,” and that regulators will need to “focus major attention” on TD Bank to change its course.

TD says in a statement it self-identified these issues and proactively worked to improve its practices, and that it is committed to delivering on its responsibilities to its customers.

The bank also faces scrutiny in the U.S. over its anti-money laundering program where it expects to pay more than US$3 billion in monetary penalties to resolve.

This report by The Canadian Press was first published Sept. 11, 2024.

Companies in this story: (TSX:TD)

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