De-listed, De-lightful, and De-Lovely?

(With apologies to Cole Porter!)

There has been a lot of wailing and running in circles on the possible news that Nortel shares might no longer qualify for listing on the New York Stock Exchange (NYSE.) It certainly sounds like a negative event, but maybe Nortel might not want to fight all that hard to keep (and pay for) a listing that probably doesn’t do them a whole lot of good these days.

Before I go on, I need to point out that I am not talking about being delisted from all public stock exchanges. That would be a Very Bad Thing indeed and would strand existing shareholders – only very weak companies are totally delisted.

But as long as Nortel retains its TSX listing, there will be a globally recognized market where Nortel shareholders can buy and sell. And, for better or worse, the TSX is not as hung up about trading under a dollar as the NYSE is. Actually, they aren’t hung up at all – there is no minimum share price in order to maintain a TSX listing!

What are the benefits of Nortel acquiescing in being delisted? First, they’d save some money: NYSE listing fees for Nortel look to be about $300k per year. Second, they’d save some more money: preparing both Canadian and US GAAP financial must cost them millions of dollars. Third, getting out of the continuous spotlight might help the company as it struggles to turn itself around. Fourth, they wouldn’t need to do another share consolidation.

Every stock trader in the world knows that almost every company that does a consolidation sees its share price post-consolidation fall between 20-40%. If NT did a 20 for 1 reverse split and got back up to US$10, the shares would most likely drop to $6-8 (or $0.15-0.20 pre-consolidation) in the months following the move.

What is the downside? It would be perceived as further weakness of course. But I think that’s like falling into the ocean and then worrying about it starting to rain – you’re already as wet as you’re going to get, and Nortel’s stock market cred is already pretty eroded!

There are probably some current Nortel shareholders who are only allowed to own the stock if it is NYSE listed…but there can’t be many of those left, as Nortel’s credit rating and market cap have already disqualified it from being owned by most US institutions.

Maybe there are other drawbacks I don’t know about (maybe they have to maintain an NYSE listing in order to get certain contracts in the US, or it is part of their debt agreements, or taxes, or something) but otherwise I think being TSX-only is not the end of the world.

Here’s how I look at it. Imagine a quarterback who started in Canada and then made it big for the New York Giants. But due to injuries he can’t keep up and gets released. Nobody in the NFL wants him, and he gets signed by the Riders. He ain’t making nearly as much money…but then again his lower salary still gets him a nice house in Regina. And the opposing players aren’t quite as likely to succeed in ripping his head off.

Not great for his ego – but all in all not a bad way to stay in the game and hope for another comeback – and maybe another appearance in the big show.

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  • joremero

    I completely agree with you, unless there's something we don't know that force them to stay listed in NYSE, it seems that they would save a lot of time, money and worries if they simply stayed in TSX.
    NYSE hasn't reacted to the crisis as Nasdaq has done….

  • TongueInCheek

    Thanks for the information Duncan. One thing I'm curious about but haven't yet found an example is related to currency used on their books.

    Assuming that Nortel trades on the TSX only, would they need to change their reporting currency to Canadian funds even though they are a multinational?

  • GrabYourNeck

    It really doesn't matter if Nortel is listed or de-listed. 99% of people have lost confidence in Nortel. For those who still holds some of the Nortel stocks that they have accumualted many years ago, I suspect that they would decide to sell off all of their remaining Nortel stocks to claim for captial loss for this year. When no one is buying Nortel stocks, who cares if Nortel is listed or de-listed? Not a concern at all, I think.

  • arthur_n82

    it was a 10 X 1 reverse split, not 20 X 1

  • http://nortelinsider.wordpress.com/ Desk Jockey

    Thanks for the post Duncan. As always, fair and balanced. Very true that delisting would not negatively affect NT right now, but pretty much only because there's not too much left to negatively affect right now.

  • duncan_stewart

    No — there are other Canadian companies that trade only on the TSX but whose reporting currency is US$. Any company who has the vast majority of their revenues transact in US$ can reasonably choose to report in US$ in order to avoid having goofy reported earnings due to currency swings.

    US GAAP is a separate matter, of course.

  • http://nortelinsider.wordpress.com/ Desk Jockey

    Duncan did not say that NT did a 20-1 reverse split in the past, he was speculating on what might happen if NT did a 20-1 reverse split following this current crisis.

  • duncan_stewart

    I know the LAST consolidation was 10 for 1. But if they did another one in order to stay on the NYSE, 10 for 1 only gets them to US$4.00. For a variety of reasons, most companies that do reverse splits try to get their share price to about $10 (more or less.)

    So my 20 for 1 conjecture relates to a future consolidation, not the Dec 1, 2006 event.

  • psychiatrist

    that would leave Nortel with 25m shares outstanding,if we thought manipulation was bad now then what could we expect with only 25 m shares of a company the size of Nortel?

    Duncan,

    Also-what do you think of the possibillity of the CDN Gov providing a line of credit to Nortel in 2010 should it appear that they may need it,or at least until Nortel can stabilize their cost structure relative to decreased revenue outlook,last I checked Nortel was expected to produce OM of 1.25 basis points over 2007 for an average of about 4.95 percent for 2008-doesn't this equate to about $500 million in operating profits before the usual restructuring charges,Interest expense and taxes on about $10b revenue?

    Most analysts estimate that Nortel will burn through $800m-$1B in cash in 2009,thus leaving them with about $1.4 B at the end of 2009 if they finish 2008 with about $2.4 B according to their Q3 CC,but nowhere do any of the analysts account for any operating profits that Nortel will generate in 2009,if they averaged 4.95 percent OM in 2008,then can't we assume that they will at least reach that level especially since they announced their latest restructuring which is expected to save the company about $400m in 2009?

    It is expected that Nortel has enough liquidity to maintain their operations over the next 12-18 months,I assume this is the worst case scenario being that they can't get operating costs in line with declining revenues,furthermore this estimate of sufficient liquidity for the next 12-18 months doesn't include the possible sale of MEN or any other Nortel unit,so I would think that if Nortel's cash situation becomes very tight,the CDN gov can provide them a line of credit until they can monitize their MEN division.

    One more thing that seems to be often overlooked is the fact that they have seen interest from other parties looking at the MEN business but that the offers were not “acceptable” now if Nortel considered these offers as unacceptable,does this mean that they are confident that they can get better value at a later date,or maybe they don't feel desperate enough to sell at the price they were offered-after all they may have turned down $500m because they were expecting a figure closer to $1B,(*$500 m may be enough of a cushion for another year of tight spending)now if they can manage to get a line of credit from the CDN gov,the gov could stipulate a time frame for repayment and if Nortel can't repay it from their operating cash flow,then they would be forced to sell the MEN unit at a price lower than what they had hoped for and repay the line of credit or loan from the proceeds of the MEN sale.Who knows if it is 2010 and Nortel finds that revenues are stabilizing and even growing slightly they might get better value by waiting to sell the MEN unit in 18 months time,after all they do have enough cash to sustain themselves for at least another year.

    what are your thoughts on this Duncan?

    sorry for the long post

  • duncan_stewart

    That IS a long post — and I have to make my kids dinner in a while, so forgive my relatively brief reply!

    The short version is that most analysts (myself included) are not expecting Nortel to achieve that ~5% operating margin in 2009 (nor is that likley to be the number for full year 2008!) Not because we hate Nortel or are biased against them, but because the current global economy and the current telecom equipment markets are not what they were even 6 months ago.

    As we've already seen from NT's Q3 results (and Alcatel etc) the spending slowdown was sudden and deep. Nortel's Q3 op margin was only 0.7%, and Q4 will almost certainly be quite a bit worse. One only need look at Cisco and their guidance to understand that this is hitting the entire industry.

    Given what we know, Q4 OM is likely to be negative – maybe even negative 5-10%? Q1 is a historically weak quarter, and I expect OM to be more or less the same as Q4. Most economist say Q2 will still be weak. Q3 tends to be seasonally weak as well, even if the global economy is recovering by then. Even if Q4 is decent +5%?) the first three quarters will have produced enough negative OM that the full year 2009 OM is likely to be a negative, and not by a little. All of this includes potential cost savings from Nortel's restructuring.

    In terms of an MEN sale, anything is possible. Maybe not selling now will turn out to be a good decision. But that requires that the economy and the M&A markets get better (which is not guaranteed) and that MEN performs strongly even though it is up for sale and linked to a company with some PR perception issues around long term survival.

    your final question, about getting money from the Canadian government is a good one. We already know that this is the time for bailouts, and in my view Canadian jobs and future prosperity would be as well served by giving aid to Nortel as they would be by giving money to the auto sector. Cheaper too — Nortel doesn't need nearly as much dough as GM, Chrysler and Ford do!

    I hope this helps — I am off to go make salad!

  • Nortel watcher

    Psychiatrist,

    You forgot to consider NT's pension benefit of around $1.2B. It would be very altruistic of the Canadian govt. to offer a bridge loan to NT in 2010 when $1B in bonds are due. The one force that can propel that is the Canadian taxpayer; however, if they are not behind it, then I doubt it will happen.

    One thing the Canadian taxpayer will ponder is why should they believe in NT's future when the executive leadership does not show it through share purchases. If the executive leadership doesn't put their money where their mouth is, what gives?

  • MrReal

    Mark, I don't think delisting on the NYSE means no more US GAAP accounting. If you are a US company (as NNL is) you have to cough up the dough for the accountants, imho. So some savings yes, but millions of dollars – probably not. Negative is . . . many investors will not be able to participate, i mean, gamble in this casino.

  • MrReal

    I meant Duncan, not Mark :)

  • MrReal

    Duncan, I don't think delisting from NYSE means saving millions on accountants, i think you'll still need US GAAP accounting as long as you are a US corp, like NNL certainly is. If they restructure completely and abandon the NNL, then maybe, but i don't see that happening.
    Your other points are very valid, thanks for a good post.

  • MrReal

    Duncan, I don't think delisting from NYSE means saving millions on accountants, i think you'll still need US GAAP accounting as long as you are a US corp, as NNL certainly is. If they restructure completely and abandon the NNL entity, then maybe, but i don't see that happening.
    Your other points are very valid, thanks for a good post.

  • protosphere

    I in that agree the monetary value at 4 cents presplit is hardly beneficial when they diluted 100M shares a year at a by far higher value only a few years ago. This was under their claim “to keep good people”, At 6 or 7 or 8 dollars a share presplit, that is an awful lot of money, over half a billion a year. Needless to say, hardly worth diluting into these days at 4 cents presplit. Heck, they printed Nortel paper to pay $575M cash portion in the fraud settlement so did fraud pay given they diluted more than this! I have questioned and surprisingly heard no comment from anyone about this to date over the last few years!

    Aging CDMA accounted for 80-90% of their EBT (almost all of their earnings!) analysts called their “cash cow” and “gravy train”, now “going out to pasture”. Add CDMA's recent steep decline in favor of GMS, after already losing money for a decade that they resorted to high interest printing paper to further burden an already negative cash flow and selling assets to live another day in their struggle. Now they can not even sell this key asset to ill afford for more ongoing payoffs for layoffs, as their traditional future aspirations vaporize in contradiction, etc., I think the bottleneck has finally choked them with no way out with their stock price posing further burden.

    I should also think their image will take a major hit with customers seeing them delisted on such a large and liquid NYSE. Perhaps eliciting more fear in that they simply won't be around soon catalyzing their decline. What cash or business will be left after this perfect storm settles.

    Given increased competition, how much core business is left after CDMA to bank on even after throwing in the towel.

    Will NT burn their relatively little cash remianing to make restructuring under bankruptcy protection unviable. Dare I question if this might alleviate even more exposure to their plagued numbers even the lenient SEC finally monitored. How will the trustee deal with these long extended repair of numbers to determining remaining assets when almost a year and a thousand accountants couldn't get it right straight, followed by downplayed estimates that doubled, worse every time counted, by the week.

    Researching bankruptcy followed a NYSE delisting notice must surely wreak havoc and do a number on their customers. This was followed by the desperate green CEO's primal scream to employees to try harder like they are slackers or something.

    They can not generate new business or stave off the decline in business beyond their control. Can't sell paper or assets and I doubt anyone will entertain a 20X reverse stock split at one of their kangaroo AGMs just to keep listed, for all the good it would do as you well illustrate.

  • duncan_stewart

    Mea culpa — I had forgotten about the NNL corporate entity. Most Canadian firms that were cross listed and delist from the NYSE are able to stop doing US GAAP, which does save them quite a bit. But I think you are right and Nortel wouldn't be able to do that. Great catch…

  • MrReal

    Mark, I don't think delisting on the NYSE means no more US GAAP accounting. If you are a US company (as NNL is) you have to cough up the dough for the accountants, imho. So some savings yes, but millions of dollars – probably not. Negative is . . . many investors will not be able to participate, i mean, gamble in this casino.

  • MrReal

    I meant Duncan, not Mark :)

  • MrReal

    Duncan, I don't think delisting from NYSE means saving millions on accountants, i think you'll still need US GAAP accounting as long as you are a US corp, like NNL certainly is. If they restructure completely and abandon the NNL, then maybe, but i don't see that happening.
    Your other points are very valid, thanks for a good post.

  • MrReal

    Duncan, I don't think delisting from NYSE means saving millions on accountants, i think you'll still need US GAAP accounting as long as you are a US corp, as NNL certainly is. If they restructure completely and abandon the NNL entity, then maybe, but i don't see that happening.
    Your other points are very valid, thanks for a good post.

  • protosphere

    I in that agree the monetary value at 4 cents presplit is hardly beneficial when they diluted 100M shares a year at a by far higher value only a few years ago. This was under their claim “to keep good people”, At 6 or 7 or 8 dollars a share presplit, that is an awful lot of money, over half a billion a year. Needless to say, hardly worth diluting into these days at 4 cents presplit. Heck, they printed Nortel paper to pay $575M cash portion in the fraud settlement so did fraud pay given they diluted more than this! I have questioned and surprisingly heard no comment from anyone about this to date over the last few years!

    Aging CDMA accounted for 80-90% of their EBT (almost all of their earnings!) analysts called their “cash cow” and “gravy train”, now “going out to pasture”. Add CDMA's recent steep decline in favor of GMS, after already losing money for a decade that they resorted to high interest printing paper to further burden an already negative cash flow and selling assets to live another day in their struggle. Now they can not even sell this key asset to ill afford for more ongoing payoffs for layoffs, as their traditional future aspirations vaporize in contradiction, etc., I think the bottleneck has finally choked them with no way out with their stock price posing further burden.

    I should also think their image will take a major hit with customers seeing them delisted on such a large and liquid NYSE. Perhaps eliciting more fear in that they simply won't be around soon catalyzing their decline. What cash or business will be left after this perfect storm settles.

    Given increased competition, how much core business is left after CDMA to bank on even after throwing in the towel.

    Will NT burn their relatively little cash remianing to make restructuring under bankruptcy protection unviable. Dare I question if this might alleviate even more exposure to their plagued numbers even the lenient SEC finally monitored. How will the trustee deal with these long extended repair of numbers to determining remaining assets when almost a year and a thousand accountants couldn't get it right straight, followed by downplayed estimates that doubled, worse every time counted, by the week.

    Researching bankruptcy followed a NYSE delisting notice must surely wreak havoc and do a number on their customers. This was followed by the desperate green CEO's primal scream to employees to try harder like they are slackers or something.

    They can not generate new business or stave off the decline in business beyond their control. Can't sell paper or assets and I doubt anyone will entertain a 20X reverse stock split at one of their kangaroo AGMs just to keep listed, for all the good it would do as you well illustrate.

  • duncan_stewart

    Mea culpa — I had forgotten about the NNL corporate entity. Most Canadian firms that were cross listed and delist from the NYSE are able to stop doing US GAAP, which does save them quite a bit. But I think you are right and Nortel wouldn't be able to do that. Great catch…

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