acquisition

well $11.6 b put to use

https://www.berkshirehathaway.com/news/mar2122.pdf

Berkshire Hathaway to Acquire Alleghany Corporation for $848.02 Per Share in $11.6 Billion Transaction
? All-cash transaction provides significant premium, delivering substantial and certain value for Alleghany stockholders
? Strong strategic fit between Berkshire Hathaway and Alleghany
? Alleghany and its subsidiaries will continue to operate as an independent entity with increased
capital strength and support from Berkshire Hathaway

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Interesting circle back to Berkshire for Joe Brandon. Will he take over insurance operations for Berkshire in the future?

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"The acquisition price represents a multiple of 1.26 times Alleghany’s book value at December 31, 2021…

If he’s paying 1.3x book for Alleghany, wouldn’t he pay 1.5x book for his own “masterpiece”?

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A Century of Wealth Creation with Weston Hicks, CEO of Alleghany Corporation (NYSE: Y)
https://www.youtube.com/watch?v=ENYOKKjGIQ8

"Interview with Weston Hicks, the CEO of Alleghany Corporation. Alleghany is a Fortune 500, $9.3B market cap company that focuses primarily on the insurance and re-insurance industry. Weston became CEO all the way back in late 2004 and since then, the company has grown its book value significantly and, like a mini-Berkshire Hathaway, has built up an interesting portfolio of non-insurance businesses that includes everything from a machine tool company to a toy company. And the Berkshire parallels don’t end there. Weston is a value investor at heart and is well known for his eclectic shareholder letters where he dives deep into the insurance industry and the capital markets as a whole.

Weston was a key driver of the company’s 2011 transformational merger with TransRe, a deal that established Alleghany as a global insurance powerhouse.

After close to 20 years with the company, Weston will be retiring at the end of this year. So, I thought it would be a great opportunity to talk to Weston before he officially leaves the CEO seat and get his insights and perspectives, on a variety of topics, including:

- His thoughts on what makes a compounder
- The benefits and the setbacks associated with the merger with TransRe
- How to compensate people and establish a competitive advantage within the insurance industry
- The emergence of ESG and how that impacts a company that underwrites catastrophe risks

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Interesting circle back to Berkshire for Joe Brandon. Will he take over insurance operations for Berkshire in the future?

Would not surprise me in the least. I believe at one-time (20 years ago or so) Joe was rumored to be “the name in the envelope” to eventually take over for Warren but then the fiasco at Gen Re happened and he was forced to step down.
Warren and Charlie used to speak glowingly about him.
It wouldn’t surprise me at all if he eventually became heir apparent to Ajit.

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I continue to be amazed by Buffett. What kind of 91-year-old says things like this?

'. . . I am particularly delighted that I will once again work together with my long-time
friend, Joe Brandon.’ said Warren E. Buffett, Berkshire Hathaway’s Chairman and Chief Executive
Officer.

Does anyone have any thoughts on what Buffett sees in Alleghany? It appears to have some similarities with Berkshire, with Alleghany Capital owning a handful of non-financial subsidiaries. However, unlike Berkshire, its investment portfolio leans much more heavily toward bonds than equities according to the latest annual report: “The portfolio included $16.5 billion of fixed income securities and loans (72% of the investment portfolio), common equities of $3.7 billion (16%), other invested assets of $558 million (3%) and cash and short-term securities of $2.1 billion (9%).” And its growth appears to have been a good bit lower than Berkshire’s in recent years–for example, if I’m reading the annual report correctly, it’s 5-year CAGR in book value per share has been only 6.5%.

https://s24.q4cdn.com/857140222/files/doc_financials/2021/q4…

Perhaps Buffett sees better days on the horizon for insurers and/or is betting on higher interest rates. Or maybe he really wants to “acquire” Joe Brandon, who, as BandonDunes points out, could become heir apparent to Ajit.

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How much float coming with the deal?

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Here’s what Munger had to say about Brandon, the year he resigned from General Re:

Q: Joe Brandon?
A: Can’t talk specifics in the midst of an on-going investigation. But I can say we stand behind every nice word we’ve said and written in the past few years about Joe. (Strong applause from scattered members of the audience. I’m guessing not many attendees knew the background on this question.)

And here’s what the WSJ said about Brandon, in an editorial after his resignation:

Eliot Spitzer is no longer on the prosecuting side of the criminal justice system. But his brand of extrajudicial punishment is alive and well among U.S. Attorneys. Take the case of former Gen Re CEO Joseph Brandon, who was forced to resign on Monday although he has not been charged with any crime and was by all accounts a superb manager.

Without insisting on any grant of immunity, Mr. Brandon cooperated in an investigation of a fraudulent reinsurance transaction between Gen Re and AIG. That investigation resulted in the convictions of one AIG employee and six Gen Re executives. Prosecutors wanted to make it seven and named Mr. Brandon an unindicted co-conspirator. But instead of charging Mr. Brandon and having to convince a jury of his guilt, they made it clear to Warren Buffett, Chairman of Gen Re parent Berkshire Hathaway, that Mr. Brandon had to go, according to various media reports.

For those not familiar with the events that led to Brandon’s resignation, he was the CEO of General Re when they set up a reinsurance transaction with AIG, a failing insurance company, that was thought to be a sham:

According to the SEC’s complaint against Gen Re, filed in U.S. District Court for the Southern District of New York, a foreign subsidiary of Gen Re entered into two sham “reinsurance” transactions with AIG in 2000 to improperly allow AIG to reverse the declining reserve trend and falsely report additions to both loss reserves and premiums written. Senior officials at Gen Re helped AIG structure the two sham transactions. The contracts show reinsurance transactions that appeared to transfer risk to AIG, but the transactions did not transfer risk.

https://www.sec.gov/news/press/2010/2010-10.htm

I take it from Munger’s comments at the time, and the WSJ editorial, and now Buffett’s comments today, that they do not believe that Brandon was involved in setting up or approving this sham transaction at the company he led.

dtb

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If he’s paying 1.3x book for Alleghany, wouldn’t he pay 1.5x book for his own “masterpiece”?

It’s not really a meaningful comparison.
Price to book for one firm doesn’t mean the same valuation level as price to book for another firm.
Unless the two are very similarly structured in extremely similar businesses with comparable economics.
Berkshire is not sufficiently similar in structure to any other firm.

In general P/B is even a bit iffy comparing a firm to its past self, if the structure or economics have changed.
For Berkshire, it is almost a coincidence that the business mix and balance sheet haven’t changed enough to change the meaning of a given P/B for quite a while.

Jim

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Now do Fairfax and Markel.

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I like “all cash”.

“…will continue to operate as an independent entity”.
Yeah, sure.
I presume the investments will be managed from Omaha henceforth.

Jim

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Eliot Spitzer is no longer on the prosecuting side of the criminal justice system

I don’t know about the AIG-Gen Re investigation or the role of Joe Brandon. But I will not blindly believe in WEB and Munger’s endorsement of a senior executive. I remember how full throated they are in their support of WFC executives.

The notion that all these fraud’s/ wrongdoing are happening without managers explicit or implicit knowledge is questionable. I have seen enough to know, the executives find a way to maintain “deniability” but most often are fully aware of the situation and they play the odds that they are not going to be caught.

If anything, US criminal justice system goes after a street peddler for carrying 2 grams of cocaine and throws him for 20 or 30 years in jail, and the banking executives who helped to finance and launder drug money to the tune of billions fully knowing walk away free and are regarding in high esteem.

US criminal justice system is not punishing enough executives. The fact that he could be added to the indictment and yet continue to serve in Insurance industry is telling that the system is a failure.

I take it from Munger’s comments at the time

I have said this in the past and say it again, Munger is an idiot and a prime example of why people hate and distrust billionaires. His strong endorsement is more than enough for me to distrust this guy.

Joe may be a rainmaker for shareholders, but I have my suspicion in that process he may not bother himself too much if he has to break few rules.

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Alleghany Capital now puts Berkshire in the hotel business, among others:

https://alleghanycc.com/about-alleghany-capital/default.aspx…

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“How much float coming with the deal?”

UBS analyst Brian Meredith described the deal as “a good use of excess cash, accretive to earnings,” adds ~$14B of insurance float to Berkshire (BRK.B), and gives the company a high-quality specialty insurer and reinsurer.

https://seekingalpha.com/news/3815538-berkshire-hathaway-and…

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Alleghany Corporation Fourth Quarter Investor Presentation:

https://s24.q4cdn.com/857140222/files/doc_financials/2021/q4…

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<<I like “all cash”.>>

Think this way: Buffett uses $11b cash to get $22.6b of cash and investments.

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Think this way: Buffett uses $11b cash to get $22.6b of cash and investments.

Just think of what he could do if he was not old and senile.

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So Buffett “spent” $11b , but get back $16B of bond portfolio.

So after the deal he has more cash than before ?

And he got a good ceo who understands insurance, and more insurance businesses…

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Think this way: Buffett uses $11b cash to get $22.6b of cash and investments.

And the liabilities are…?

<<And the liabilities are…?>>

Isn’t the $11b spent all liability (float) too? :slight_smile:

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