How Bill Ackman Scrambled To Acquire Over $3 Billion In Allergan Calls Knowing Valeant Would Submit A Bid

Tyler Durden's picture




 

In yet another page of the activist investor's sleaze book, last night Bill Ackman showed that when it comes to unethical way to generate "alpha" he truly may have no equal, when we learned that together with serial-acquirer and emplyee terminator Valeant, Ackman's Pershing Square would join in on a debt-funded (thank you ZIRP) acquisition of botox maker Allergan. Nothing about that is odd. Where the story, however, would becomes a near-criminal farce if the US actually had a regulator which itself was not an agency designed to promote and reward criminality (in hopes of getting a job there as a kickback), is that as Valeant was preparing to announce its bid, Pershing Square - well aware of what was coming - was buying, and buying, and buying Valeant stock. Actually, Akman scratch that - Ackman bought almost no stock: in fact he only bought some $76 million in AGN stock in late February. The balance: all call options, accumulated on an almost daily basis through March all the way until April 21, the day the news was leaked.

Bloomberg explains:

Ackman began buying Allergan stock Feb. 25 and then in March switched to over-the-counter call options to accumulate his stake, regulatory filings show. A buying pause April 9 and 10 helped lower the price, before Ackman resumed in earnest April 11, according to two people familiar with the matter.

 

Valeant was interested in the unusual arrangement with Ackman because the hedge fund could amass more of Allergan’s shares before making a public disclosure, said a person familiar with the matter. The shares rallied the most since 2009 in the six days before the stake and bid were disclosed yesterday, soaring 22 percent, and trading volume last week approached the highest level in a year.

Why? Because Ackman had accumulated so many calls, it was in his interest at this point to leak the "news" about not his but Valeant's involvement, which is always happy to trade off its balance sheet and future growth prospects in exchange for a pop in the stock price here and now, even if that means firing thousands of workers, and actually cutting back even more on the company's own internal organic R&D spending.

Or said otherwise, if you know your "partner" is about to submit a takeover bid for a company, wouldn't you buy every call option you can find ahead of the announcement? That is precisely what Ackman did.

Here is what Ackman's furious call buying spree, which in turn pushed the stock price ever higher based on delta-hedging desks.

And this is the total amount of calls Ackman bought. Remember: he only bought $76 million in AGN stock on February 25 and 26.

But back to Ackman and why securities laws are there for some, but not for others.

U.S. securities law “allows a company like Pershing to get a running start as there is not disclosure of the intent to take over a firm” until 10 days after acquiring more than 5 percent of the target’s shares, said James Cox, a professor at Duke University School of Law.

It goes without saying that Valeant, which as noted previously has zero regard for its long-term futures and is delighted to saddle the company with epic amounts of debt if that means keeping shareholders friendly is a great match for an activist like Ackman:

Ackman is partnering with a voracious acquirer in Valeant Chief Executive Officer Mike Pearson, who took the helm at the Laval, Quebec-based company in 2008 and has since spent at least $19 billion buying more than 35 companies.

 

Rather than spend what Pearson says can be billions of dollars developing drugs from scratch, he buys companies with existing products, such as Bausch & Lomb for $8.7 billion last year, his biggest acquisition to date. That spending spree has left Valeant with debt of about $17 billion, according to data compiled by Bloomberg -- another reason a partnership on a deal this big makes sense.

And since Valeant's proposes to buy Allergan involves only $48.30/share in cash, with the balance of the implied $152.88/share acquisition price to be funded by debt, Valeant's debt load is about to get even more epic-er.

But that's only bad news for company employees. For activist shareholders, who will have used the company like a dirty rag, amassing enough shares, pardon, calls in under two months to make a killing, what happens to Valeant or Allergan or any other corporation in the US, none of this matters - only the daily P&L (courtesy of the Fed's zero cost debt policy) does.

Source: 13-D

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Tue, 04/22/2014 - 09:33 | 4682328 Battleaxe
Battleaxe's picture

I'm sure the SEC will be all over this one! (Hah!)

Tue, 04/22/2014 - 09:35 | 4682335 Mark Carney
Mark Carney's picture

I'm truly devastated.  Here I was thinking that Ackman made his money honestly./SARC

Tue, 04/22/2014 - 09:43 | 4682365 max2205
max2205's picture

How the fuck is this legal?  One day the last straw will be put on the camel...wtf!

Tue, 04/22/2014 - 09:52 | 4682388 Divided States ...
Divided States of America's picture

If you are a wealthy jewish hf manager, its legal...ask Steven A Cohen, Bill Ackman, Carl Icahn...otherwise its illegal.

 

btw, Valeant will be one of the best short candidates out there when TSTF moment starts. This thing may go single digits as its debt eats it inside out.

 

Tue, 04/22/2014 - 09:54 | 4682403 jbvtme
jbvtme's picture

i'm beginning to lose confidence in this system...

Tue, 04/22/2014 - 10:15 | 4682472 NoDebt
NoDebt's picture

They system is working exactly as intended.  It's fucking you over.  Have faith in that, you will never be disappointed.

Tue, 04/22/2014 - 10:23 | 4682493 jbvtme
jbvtme's picture

can anyone recommend an effective homeopathic remedy for anti-semitism?

Tue, 04/22/2014 - 10:48 | 4682561 Indian_Goldsmith
Indian_Goldsmith's picture

LoL, homeopathic? is that intentional @jbvtme ?

 

 

Tue, 04/22/2014 - 10:55 | 4682592 jbvtme
jbvtme's picture

headache, nausea, upset stomach....all the symptoms

Tue, 04/22/2014 - 11:26 | 4682674 knukles
knukles's picture

Watch this!

The DoJ is investigating algos for insider trading, which it is not, it's front running, so no thing bad to be found.
Ackman's calls will be investigated for filing a suspicious AKC record for his pet snake, which likewise has nothing to do with this, which is clearly insider trading on material, confidential, non-public informaition.

No wonder Chinee citizens are beating their crooked police to death.  They're even angry about the SEC's inactivity... best I can guess...

See that linkage is clearly derived from the modern findings of Quantum Mechancis, that everything is interrelated, so Hiesenberg's question to Schrodinger is "Who let the fucking cat out of the box?"

Tue, 04/22/2014 - 11:28 | 4682700 Almost Solvent
Almost Solvent's picture

"such as Bausch & Lomb for $8.7 billion last year"

 

Valeant promptly laid off the top (as usual) at B&L as soon as they closed BUT ALSO cut off the R&D after the dust settled:

 

"The jobs are mostly from areas like research and development, quality and engineering"

 

This company is like that bitch from the movie Slither : Full of debt and ready to burst at the seams the minute anything goes wrong.

Tue, 04/22/2014 - 11:32 | 4682716 overmedicatedun...
overmedicatedundersexed's picture

OT, but again points to problems our MSM and for some reason .gov wants no part of:

Hollywood executives Garth Ancier, David Neuman and Gary Goddard have been accused of sexually abusing teenage boys in lawsuits filed Monday in Hawaii federal court.

“I would not wish on my worst enemies what I went through,” declared plaintiff Michael Egan at a Monday news conference at the Four Seasons in Beverly Hills.

Ancier is the former president of BBC Worldwide America and also served as head of programming for Fox, NBC and the WB. He’s also the head of year-old Quad Media Partners, formed to launch four fully curated linear TV networks, “each built around a modern decade in broadcast and cable network television.”

Neuman, the former president of Disney TV, previously worked for Digital Entertainment Network, which was headed by Marc Collins-Rector, who was cited as being involved in the sexual activity at the heart of Egan’s original lawsuit against director Bryan Singer.

Goddard heads a design firm in Los Angeles that has created theme park attractions for Universal Studios. He also heads The Goddard Group, which has produced live shows on and off Broadway

seems a reason hollywood is right be-hind the homosexual agenda, ok now back to bashing banksters.

Tue, 04/22/2014 - 10:56 | 4682591 666
666's picture

"If you are a wealthy jewish hf manager, its legal...ask Steven A Cohen, Bill Ackman, Carl Icahn...otherwise its illegal."

You also forgot to mention it's legal for Congress as well.

Sigh.

Tue, 04/22/2014 - 11:21 | 4682669 samwell
samwell's picture

when jews get called out for their criminal, miscreant behavior, they always gotta play the "anti-semite" card.  just keep crying wolf buddy.  Getting pretty tireseome.  bunch of moral degenerates. just anti-asshole!

Tue, 04/22/2014 - 11:14 | 4682644 sleigher
sleigher's picture

https://www.youtube.com/watch?v=XuzkLbHb1Q8

 

yep, exactly as designed.

Tue, 04/22/2014 - 10:33 | 4682523 Colonel Klink
Colonel Klink's picture

I lost it in 2008, and it's been gone ever since TARP was passed after 99% of the feedback from the citizens was against it.  That right there told the whole story about our political class and how representation is currently working.

Tue, 04/22/2014 - 11:45 | 4682751 Amish Hacker
Amish Hacker's picture

"Feedback from the citizens" is such a quaint notion, Colonel, another way of saying, "consent of the governed." This revolutionary concept, long ago abandoned in America, once made us the envy of the world. Now our rulers' power derives not from our consent, but from the very real threat of incarceration and/or extermination for any who complain about the new arrangement.

And your human "rights," once considered to be innate and inviolable, a gift from your Creator, are now conceded to you by your rulers, reluctantly if at all, and are subject to change without notice.

 

Wed, 04/23/2014 - 01:35 | 4685571 mkhs
mkhs's picture

Errr...Ahem... ah... Give me liberty or give me death?

Tue, 04/22/2014 - 10:44 | 4682553 Yancey Ward
Yancey Ward's picture

That's ok-the system has confidence in you.

Tue, 04/22/2014 - 10:56 | 4682593 overmedicatedun...
overmedicatedundersexed's picture

damn, if ackerman can do it so can us,just say'n, work hard, and you will get yours, you know like munger and buffett, just invest like they do,..seems a little chinese street justice would do us all well.

Tue, 04/22/2014 - 09:59 | 4682418 smlbizman
smlbizman's picture

this is why i am poor, so to say....cause i have to sleep at night......ive been in business my entire life, the honest way will not get u rich....u need to be a thieving pos to get to the top

Tue, 04/22/2014 - 10:04 | 4682440 Divided States ...
Divided States of America's picture

Just stay the course buddy. You will set an example for many when times turn tough, because you have become mentally tough and prepared for what is to come. Being poor and righteous may not look so good now, but when the citizens of this world is deprived of their liberties, it dont matter how rich you are because you have lost your sole reason for existence. Teach your kids the same path, thats all you can do.

Tue, 04/22/2014 - 10:20 | 4682487 citizen2084
citizen2084's picture

Well said Sir!  That is indeed the plan for now, the future and always.  I am raising tow children to understand that if the battle isn't won by gen, it will almost certainly fall on their shoulders.

peAce 

Tue, 04/22/2014 - 11:01 | 4682606 Oh regional Indian
Oh regional Indian's picture

Thumbs up to the smallbizman. Midas's curse has survived as a story for good reason.

Money has a cloying influence on the best of us and ours.

ori

http://aadivaahan.wordpress.com/2012/02/27/moneys-cloying-influence/

 

Tue, 04/22/2014 - 11:58 | 4682792 smlbizman
smlbizman's picture

i humbley thank you guys or gals ...

Tue, 04/22/2014 - 10:37 | 4682532 NuYawkFrankie
NuYawkFrankie's picture

re ...it dont matter how rich you are because you have lost your sole reason for existence.

...it dont matter how rich you are because you have lost your soul.

 

Tue, 04/22/2014 - 10:40 | 4682540 Divided States ...
Divided States of America's picture

Yup, I was gonna write "SOUL existence". But good that you mentioned it also. thx Frankie

Tue, 04/22/2014 - 12:50 | 4683033 Monty Burns
Monty Burns's picture

'If you are a wealthy jewish hf manager, its legal...'

 

That's the reason they're the Permanent Government at the SEC. Check it out.

Tue, 04/22/2014 - 09:54 | 4682405 slotmouth
slotmouth's picture

How is this more ethical than selling overpriced protein shakes to idiots?

Tue, 04/22/2014 - 09:59 | 4682422 LawsofPhysics
LawsofPhysics's picture

At least the protein shake contains calories (energy), allowing the person to actually go do something fucking productive.

 

Tue, 04/22/2014 - 10:07 | 4682445 Bangin7GramRocks
Bangin7GramRocks's picture

How the hell do you people think there are like 500 hedge fund billionaires? They all have inside information. Otherwise, they are guessing like everyone else and the rich would resist paying 2/20 fees.

Tue, 04/22/2014 - 10:22 | 4682494 TheReplacement
TheReplacement's picture

This is being allowed in order to concentrate wealth.  Once enough of it is in one or a handful of pockets it will be easier to confiscate in the name of the people. 

If socialism leads to communism then what does fascism lead to?  My bet is communism.

Tue, 04/22/2014 - 09:48 | 4682377 ArkansasAngie
ArkansasAngie's picture

Financialization is not productive.

Raping companies of their value and then letting them die under the debt load while the financiers take their ill gotten money to their bank is not an example of efficient markets.

 

Screw'em

Tue, 04/22/2014 - 09:56 | 4682412 LawsofPhysics
LawsofPhysics's picture

And what of those same financiers holding a gun to the taxpayer's head to cover their losses?

Can't pay your taxes?  off to the FEMA camp with you and your children...

At some point, you may need to return fire...

nothing changes otherwise.

Tue, 04/22/2014 - 10:02 | 4682435 ArkansasAngie
ArkansasAngie's picture

I am quite literally ready and willing to fire them all.

Remember ... voting is the preferred method of throwing the bums out.  Screw Krugman and his broken glass/war theories of economic stimulus.

Leave no incumbent in office.

Tue, 04/22/2014 - 10:17 | 4682457 LawsofPhysics
LawsofPhysics's picture

"Leave no incumbent in office."-

two questions for you;

1) What percentage of the population actually votes?

2) of those who do vote, how many are dependent upon government largesse/theft?

 

Although your optimism is appreciated, this kind of power and control is never willingly given up but hey we only lost 50% of our bees this year, so that's good, I guess.

Tue, 04/22/2014 - 13:02 | 4683097 Monty Burns
Monty Burns's picture

"of those who do vote, how many are dependent upon government largesse/theft?"

 

And that my friend is the nub of the problem and probably explains the otherwise inexplicable efforts to get additional members of the Free Shit Army enrolled even though the country is financially circling the drain.

Tue, 04/22/2014 - 10:18 | 4682484 Tom_333
Tom_333's picture

This is legal ? Have we finally done away with every pretense of legality ?

Tue, 04/22/2014 - 09:33 | 4682329 XenoFrog
XenoFrog's picture

Sounds like healthy market behavior. Do they even teach ethics in business school anymore?

Tue, 04/22/2014 - 09:40 | 4682352 Hippocratic Oaf
Hippocratic Oaf's picture

They acknowledge it, that's about it.

Tue, 04/22/2014 - 09:54 | 4682368 LawsofPhysics
LawsofPhysics's picture

correct, besides no one in finance actually goes to jail anymore...

 

Tue, 04/22/2014 - 10:07 | 4682446 Dr. Engali
Dr. Engali's picture

Incorrect. A person such as myself would be harassed by FINRA, fined, jailed, and had  our license revoked. Laws, like taxes, are for little people.

Tue, 04/22/2014 - 09:47 | 4682380 agstacks
agstacks's picture

"I CHOOSE BUSINESS ETHICS!"

Tue, 04/22/2014 - 09:34 | 4682331 The_Peeper
The_Peeper's picture

Its cash and stock.

Tue, 04/22/2014 - 09:34 | 4682334 cifo
cifo's picture

I guess that's legal.

Tue, 04/22/2014 - 09:37 | 4682338 Buckaroo Banzai
Buckaroo Banzai's picture

Honestly, who cares. At this point anyone still in the markets gets what they deserve. In the immortal words of Spinal Tap, "you know where you stand in a hellhole."

Tue, 04/22/2014 - 10:48 | 4682565 game theory
game theory's picture

You can't hold your money in banks (zirp), the markets are rigged, treasury rates are artificially suppressed, metals will be impacted for years by china's fake production numbers, houses are liabilities (taxes/maintenance). It seems everyone just needs to fend for themselves by picking the least worst option on that list (or just be so poor that you don't need to make decisions on where to put your money).

Tue, 04/22/2014 - 09:43 | 4682345 Dr. Engali
Dr. Engali's picture

Since we've been neutered as a nation we need couple thousand pissed off Nike wearing Chinese people to take care of our dirty work.

Tue, 04/22/2014 - 09:40 | 4682355 Oh regional Indian
Oh regional Indian's picture

What dumb, shitty names to begin with. Sound like Darth Vader owned/managed.

Funny Munny powerz!

 

Tue, 04/22/2014 - 09:42 | 4682363 LawsofPhysics
LawsofPhysics's picture

So apparently only politicians, and now Bill Ackman can trade on inside information...

Full faith and credit bitchez...

"Market" CONfidence?

no more faith means no more credit motherfuckers...

tick tock.

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