Cliffs Natural Resources (CLF) a cautionary tale for activist investors
âThat's a very painful subject.â
Donald Drapkin has enjoyed a storied career as a Wall Street dealmaker, but, admittedly, Casablanca Capitalâs activist campaign in Cliffs Natural Resources (CLF) has not been his finest hour. When Casablanca announced its 5.2% stake in and turnaround plan for Cliffs in January 2014, the stock was trading in excess of $20 per share. Despite the firm successfully driving a major shakeup of the United Statesâ largest miner of iron ore, today CLF shares trade for less than $3.
The following Episode Feature appears in the September 27, 2015 issue of the Wall Street Week Newsletter. Subscribe â itâs free.
In a world of convergent monetary policy and high correlations, investors have increasingly turned to activist strategies in search of alpha. Despite the growing popularity of activism, the plight of Cliffs is a stark reminder that nothing in the investment world is guaranteed and outcomes sometimes escape even the savviest managerâs control.
When identifying targets, an activist investor looks for companies with hidden value that could be unlocked through management changes and corporate restructuring. Prior to amassing a large position in a company, the manager may also analyze the odds of being able to effect change within the board of directors. When both conditions are present, the investor initiates the activist campaign under the premise that by exerting a greater degree of control over the investment, the odds of making money are higher than with a passive investment stake.
Casablancaâs master plan with Cliffs included recommendations to massively cut costs, spin out international assets, double the dividend and convert U.S. assets into an MLP. If the company did that, Casablanca said, shares should be valued at $53.00, a 2.5 times premium to the current price. The endeavor started positively for Casablanca, which after a six-month proxy fight successfully gained full control of the board and installed a management team with successful turnaround experience.
âWe are one of only, I think, two companies in history with 8% of the company [ownership] that got 100% of the board and the vote. That's the good news,â Drapkin said. âThe good news is we ran all our models and we brought in a guy named Lourenco Goncalves, who used to run Metals Inc. for Leon Black, and made 20 times their money.â
In the case of Cliffs Natural Resources, the primary conditions for an activist target were met, but an unforeseen circumstance prevented the company from being able to effectively service its high debt load: plummeting commodity prices. The most attractive activist targets fall in a range of reasonably predictable outcomes, but the reality is the most important assumptions underlying commodity-related investments rely largely on guesses. Bullish commodity prices following the financial crisis created the illusion of stability in an asset class exposed to a wide range of volatile factors.
Due to large amounts of leverage taken on by the company during the commodities boom, Cliffsâ management has been in a race against the clock to divest money-losing assets for pennies on the dollar in order to continue operations. It recently sold the âRing of Fireâ chromite mine near Thunder Bay, Ontario, originally purchased for $550 million, for a mere $20 million. The company spent $6 billion over the last three years developing its Bloom Lake, Quebec iron ore mine, acquired in 2011 for $4.3 billion, with no profits to show for it. After unsuccessfully seeking a buyer for the mine, the company âring fencedâ the asset in February, relieving itself of all liabilities from the project, such as cleanup costs that could run as high as $700 million, under the Companiesâ Creditors Arrangement Act (CCAA). At the time, Goncalves likened Bloom Lake to a cancerous limb that simply had to be amputated after chemotherapy was unsuccessful.
âCliffs is a perfectly well-run humming machine. [Goncalves] got rid of the $6 billion noose around their neck. He's reduced debt. He's reduced expenses. He's reduced lifting costs. And he's okay for a couple of years,â Drapkin said. âBut when the price of iron ore goes from $140 a ton, and you get BHP [Billiton] and other producers that can produce down at the $45 level, you're a commodities business. There is just nothing you can do about it. Â Now, will anything bad long-term happen to Cliffs? I don't believe so. But you have to ride out the commodity cycle, and I wish I knew how long that was going to be.â
In the last 18 months investors have learned the valuable, and in many cases painful, lesson: avoid concentrated exposures dependent on a single, unpredictable asset class. The company has made positive changes, but the 60% decline in iron ore prices since Casablanca initiated the position was too much for Cliffs to withstand. While an agreement to refinance more than $1 billion worth of junk bonds earlier this year triggered a transitory spike of more than 12% in the stock, the prevailing trend remains a downward spiral. Only a dramatic comeback in iron ore prices over the next two years would likely rescue the company from bankruptcy.















