Preferred sh value if proposal rejectedI have tried estimating what the preferred shares would be worth if management’s proposal is rejected.
Various valuation methods are available, but the one I prefer in this case is a form of decision tree analysis. In a decision tree valuation, you set various possible value outcomes and assign a probability to each.
The beauty of this method is that anyone can tailor it to suit their own particular set of assumptions. Below, I look at two examples.
In the examples, I consider what price the preferred shares will be six months after a rejection of the proposal or upon the completion of a successful management follow-up offer, whichever comes sooner.
First, I estimate the likelihood of various price outcomes from $0.00 to $2.00/sh in increments of $0.25. Then I estimate a probability for each price point and calculate the value by multiplying each price point by the estimated chance of that price.
To me, these probability assignments seem reasonable, although erring on the high side. I am estimating a 50/50 chance that there will or will not be a follow-up offer if this first management proposal is rejected. And within that 50% chance of there being an offer, I am estimating that it is 50/50 whether the offer will be slightly improved versus a 50% or more improvement in the offer price. The 1% chance of the price being zero represents my estimate of the stock being either delisted for some regulatory failure or the company voluntarily delisting the preferred shares (to save listing fees).
I do think my assumptions here are probably too optimistic. In the above analysis, I have given a value of $0.25 per preferred share if the proposal is rejected but there is not a follow-up proposal. In fact, I think the price is much more likely to settle to around $0.15 if there is no revised, follow-up offer; however, to stay within my $0.25 increments, I just went with a post-rejection price of $0.25 instead of what I think is a more realistic $0.15/sh. Had I gone with a 49% chance of $0.15/sh, then the final, risk-adjusted value would be about $0.43/sh instead of $0.48.
I you want to try this yourself, you might use increments of $0.10 to get a more refined estimate.
Of course, you can use this same pricing model with wildly different assumptions, ones that would get a very different result. This time I use $5.00 increments from $0.00 to $25.00/sh. It should go without saying that I reject the outcome of this second value analysis because I reject the assumptions.
This extremely blue sky scenario assumes there will definitely be a follow-up offer is the management’s proposal is rejected, and that it will likely be between $10-20. The 10% chance of an offer at $25 is possibility that the company has completely unexpected windfall profits in the near term which the board decides to pass along to the preferred shareholders through an offer of full face value, a signing bonus, and one dividend payment before the buyout. This dream scenario gives a projected risk-adjusted value of $15 per preferred share, if management's current proposal is rejected.
That said, I myself obviously reject this blue sky figure--as management, in my opinion will not jumping from a $0.50 bid to a $20.00 one for reasons that I have given earlier.
I consider that, overall, the collective market wisdom must share my assumptions. Afterall, no one is even bidding the shares up to $1.00 let alone $15-20.