FFBW to delist!

Yup. Pretty much describes why I am looking at it in the first place. I’ll throw on that I am pretty cynical about things like this lawsuit. Not that I don’t feel for people that were injured, too, but overall I think after years of observing people and investors:

  • Investors walk away, overly, from these stories.
  • The media really plays them up, and incites negativity, too.
  • Corporations seem to always get their salvation in draggin stuff out for ~10 years and a bunch of appeals.
  • Eventually they will settle and structure a payout over a decade, while plaintiffs die and disappear, etc. Or they’ll plead bankruptcy and push a liability off to insurers, government rescues, etc.

It’s the combination of all of this…

Plus, as I understand it, this smaller company made the earplugs to the military’s specs and sold them to the military, who gave them out to their personnel. And, then the small company got bought by 3M, so how can “all of 3M” be at risk for buying a company that was led down this path by the U.S. military?

When you buy, you not only buy assets but liabilities too. Otherwise, you should buy only the assets in a bankruptcy. My understanding is that was not an asset purchase. I don’t care about the merits or lack of the lawsuit. I am merely looking at potential liability and associated uncertainty. When the dust settles this may be a great buying opportunity, but I am happy to wait for either some clarity or the price gets ridiculously low.

Patience grasshopper!!!

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Rob,

I always think those pro sports franchises are just dead men walking on the stock market. They’re usually not here for long. So I think BATRA is an interesting play. The Knicks is something of a different issue, given the management, but these things usually move off the market in not too long…

FFBW is now at its highest levels since going public.

Could BX just let those preferreds wither on the vine, though?

Otherwise, I’m just buying broadbased index funds for the moment. Just watching.

Best!

Jim

https://www.sec.gov/ix?doc=/Archives/edgar/data/0000866368/000086636823000007/pspprx-20221231.htm

Risks Related to Our Preferred Stock

Holders of depositary shares, each representing 1/1,000 of a share of our outstanding preferred stock, have dividend, liquidation and other rights that are senior to the rights of the holders of shares of our common stock.

Holders of our shares of preferred stock are entitled to cumulative dividends before any dividends may be declared or set aside on our common stock. Upon liquidation, before any payment is made to holders of our common stock, shares of our preferred stock are entitled to receive a liquidation preference of $25,000 per share (or $25.00 per depositary share) plus any accrued and unpaid distributions before any payment is made to the common stockholders. These preferences may limit the amount received by our common stockholders for ongoing distributions or upon liquidation. In addition, our preferred stockholders have the right to elect two additional directors to our Board whenever dividends are in arrears in an aggregate amount equivalent to six or more quarterly dividends, whether or not consecutive.

Preferred Stockholders are subject to certain risks.

Holders of our preferred stock have preference rights over our common stockholders with respect to liquidation and distributions, which give them some assurance of continued payment of their stated dividend rate, and receipt of their principal upon liquidation of the Company or redemption of their securities. However, holders of our preferred stock should consider the following risks:

  • The Company has in the past, and could in the future, issue or assume additional debt. Preferred stockholders would be subordinated to the interest and principal payments of such debt, which would increase the risk that there would not be sufficient funds to pay distributions or liquidation amounts to the preferred stockholders.

  • The Company has in the past, and could in the future, issue additional preferred stock that, while pari passu to the existing preferred stock, increases the risk that there would not be sufficient funds to pay distributions to the preferred stockholders.

  • If the Company were to lose its REIT status or no longer elect REIT status, it would no longer be required to distribute its taxable income to maintain REIT status. If, in such a circumstance, the Company ceased paying dividends, unpaid distributions to the preferred stockholders would continue to accumulate. The preferred stockholders would have the ability to elect two additional members to serve on our Board until the arrearage was cured. The preferred stockholders would not receive any compensation (such as interest) for the delay in the receipt of distributions, and it is possible that the arrearage could accumulate indefinitely.

Following the completion of the Tender Offer (as defined below), the Company delisted the Preferred Securities. As a result, preferred stockholders will not have the same protections afforded to stockholders of companies that are subject to NYSE requirements.

Following the completion of the Tender Offer, the Company delisted the Preferred Securities. Accordingly, preferred stockholders will not have the same protections afforded to stockholders of companies that are subject to the listing rules and corporate governance requirements of the NYSE.

We have delisted the Preferred Stock from the NYSE and deregistered the Preferred Stock under the Exchange Act, which could negatively affect the liquidity and trading prices of our Preferred Stock and will result in less disclosure about the Company.

We have delisted the Preferred Stock from the NYSE and deregistered the Preferred Stock under the Exchange Act. By delisting and deregistering, our obligation to file reports with the SEC (including periodic reports, proxy statements, and tender offer statements) has been suspended and we expect the liquidity of the Preferred Stock to be impaired. Although the Preferred Stock may be quoted on OTC Pink Market, we can provide no assurance that trading in the Preferred Stock will continue in the OTC Pink Market or in any other forum. Following the completion of the deregistration process, we ceased to be subject to the provisions of the Sarbanes-Oxley Act or the liability provisions of the Exchange Act. In addition, we are no longer required to meet the reporting requirements set forth under the Exchange Act.

I could be over-confident, but my take is that BX tendered “again” last week trying to scoop these up cheap, but the final annual filing is quoted above saying that preferreds must get paid before any ordinary dividends can be paid out. I am making a bit of an assumption that with BX providing external management on this, they can only get paid up through their org, via the dividends, or else they’ll have to allow seats on the board of directors to be “outside people” representing the preferred holders. I believe they’ll continue to pay, continue to try and scoop up shares on the open market, from time to time, and eventually close them out by paying the $25 face when the quantity is small enough or they have an action they desire more than waiting.

Check with them on the dividends. There may be some obscure transfer of control or other clause that may let them not pay the dividend and force the buyout.

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It’s not the worst sign that they’re trying to buy them back on the cheap, because they could simply not buy them at all. I second Kingran’s suggestion here.

Jim

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Rob, I have mentioned CULL to you, right?

Jim

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No, but I see it is on your website as a 2nd step conversion in 2021.

Looking at seekingalpha.com’s Balance Sheet page, they show it’s ~9% under TBV? And has a 1% yield.

Looks like it was around $10.60/sh when they announced that. Not sure the volumes since then support the 550k shares being “done” already, so the ER this week or next will be something to read?

I checked with IR, here you go… At some level non-answer, but I am not expecting them to commit anything on continuing to pay the dividend, as that will be the decision of the board. The bigger takeaway is change of control didn’t change the terms of the preferred.

my email:

As part of PSB acquisition, the preferreds are currently no longer listed. It is not clear what the policy is going forward on the dividend? Will you continue to pay the dividend? Before the merger, the preferred’s had a condition whereby if the dividends are suspended on them, the common cannot issue dividends and the dividends are cumulative.

*Does the change of control change any of that? Specifically, are there any circumstances the dividends may be suspended other than business performing poorly or at loss. *

Thanks for your help.

The response

The terms of the preferred remain the same and were unaltered by the change in control.

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Hey, thanks for pursuing that directly, @Kingran . I went back and re-read the last filing, fwiw, and had come to the conclusion that at least “by not overtly stating that” that one didn’t exist, most likely.

(Especially since my read of the last filing was that they fully intended to “scare” people into tendering using whatever truths and vagaries they could, without lying.)

Did delisting free up FFBW to buyback shares faster? (Fewer blackout windows and restrictions?). FFBW is up again today, and I can’t really understand that unless it is the bank and/or insiders buying up everything at these prices.

Ordinary, non-insiders would presumably expect the share price to fall, eventually, versus rising after the delisting.

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Rob, I don’t see why the delisting would change any of their obligations on the buybacks. But perhaps others know better.

Jim

I put together a small list of thrifts mostly from your site, Jim and collected some metrics to describe them. Got any thoughts or comments on any of these?

Hey, Rob,

I like CULL and TCBC, in particular. But also WMPN and NECB. And let’s not forget BLFY, which has Seidman in their as an activist.

TCBC operates in Thomasville, GA, and north Florida, so good long-term demographics for those areas, and Florida banks are hot properties. 20+% equity/assets, profitable.

CULL was a two-step conversion, and took ~15 years to do the second step after the it initially went public. Given that management can control exactly when it goes fully public here, the fact that it did so suggests they may be looking to sell it in the near term. For a thrift, the bank was putting up decent numbers (7-8% RoE) as a first-step conversion. Also, 28% equity/assets, so highly highly capitalized.

As mentioned, BLFY now has Seidman on its back, and I like Larry a lot as an activist. Another with 20+% equity/assets.

Jim

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Pretty interesting, I have a number of small positions in banks, and with the “banking crisis” of the last few days, the only two I have which seem to be holding up better are CNNB and FFBW, which are the two that delisted recently. Perhaps they are less tied to the overall market than listed companies?

Who knows but a little interesting, I would have thought the low volume on the pink sheets would cause people to get out due to higher risk.

Randy

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10% repurchase authorization, follows one setup in February of 2023!

On February 17, 2023, the Company announced its fourth stock repurchase program, which became effective upon the completion of the Company’s third stock repurchase program and authorized the purchase of up to 698,312 shares. Under this previously announced program, 570,067 shares of common stock have been repurchased at a cost of $6,019,836, or $10.56 per share. As of May 4, 2023, there are 128,245 shares remaining to be repurchased under this existing program.

Hand over fist is the message…

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Exactly, Rob. After a series of 5% repos, they come out swinging with a 10%. 20% equity/assets, so well capitalized even after a nice buyback at a substantial discount to TBV. You love to see it.

Jim

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I suspect that FFBW has completed its 3% authorization. On May 25, 83k+ shares traded, and then on July 6, 81k+ shares traded. Normally this stocks trades 1,000 shares a day, often just a few hundred or even none.

Jim

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I wonder how that affects the shareholder proxy votes?

Price is creeping up as we head towards the annual meeting.