BERAL, INC.
Andrew Racz
Director of Research
300 East 54 Street, Suite 26C
New York, NY 10022
Phone: (212) 319-6949
Fax: (212) 753-1944
E-mail: mlikar@aol.com

MF Holdings Ltd.

April 7, 2010

(MF - NYSE)

Price:

$9.00

Price range, 52 weeks:

$4.66 - $8.97

Revenues:

$1.80 billion

Revenue per share:

$14.61

Share outstanding:

121.55M

A potential change happened when
Governor John Corzine became Chairman and CEO less than two weeks ago.
He was chairman of Goldman Sachs.
Christopher Flowers, whose investment bank owns 15% of MF. Mr. Flowers was Mr. Corzine's partner at Goldman Sachs.

MF Global is basically a sophisticated international financial transaction company. Evaluation of the market cap and the per-share value of the stock is the subject of a questionable guessing game.

Historically the company was a subsidiary of the giant London-based Mann Group which at some stage was considered the largest hedge fund company in the world. The so-called transaction company which was MF Global Ltd., was domiciled in Bermuda and was spun off from Mann Group about two years ago. Subsequently, the headquarters was transferred to New York City and the result was a diversified custom-based finance company. The description of Global by product, services, markets and clientele is best described by a diagram which we illustrate in the table below.

Exchange Rankings by Trade Volume
MF Global is a leader by volume on many of the world's largest exchanges.

North America

Europe

Asia Pacific

CBOT           #1

Liffe              #1

SFI            #1

CME            #1

iCE Futures        
Europe          #3

SGX           #7

COMEX        #1

Eurex            #8

 

NYMEX        #1

 

 

The analytical evaluation of the basic business, as illustrated above, are the numbers we present for the fiscal periods.

KEY FINANCIAL METRICS

in millions except per share data

Adjusted

3Q10
(Dec.)
($)

2Q10
(Sept.)
($)

Change
(%)

Net Revenues

251.0

252.0

-

Compensation Expense

150.4

162.9

(8)

Interest expense on borrowings

94.7

88.2

7

Non-Compensation Expense

9.9

10.0

(1)

Pretax Income

(4.0)

(9.0)

56

Pretax Margin

(1.6%)

(3.6%)

2

 

 

 

 

Net income applicable to common shareholders

1.4

1.5

5

 

 

 

 

Shares

173.5

172.9

-

EPS

0.01

0.01

-

EBITDA

27.8

24.6

13

EBITDA Martin

11.1%

9.7%

1.3

Comp Expense % of net revenue

59.9%

64.6%

(5)

Tax rate

38.0%

46.0%

(8)

Qualitatively the company claims that its business is client driven. It has a leading market position in 13 countries and 70 stock markets. It has a singular access to and liquidity in the wide range of products and in the geographic markets mentioned above. MF claims that it provides a clear transaction-oriented market activity and leading research in the products and the geographic positions in which it functions.

The company is basically trading in derivatives, foreign currencies, and various finance instruments. In many respects, the activities of MF Global, following the tremendous growth in international commodity trading which has taken place in the last five to ten years. Commodity brokerage, of course, is much larger in numbers than finance instruments. Comparison between the shares outstanding and the market cap between MF Global and the New York Mercantile Exchange.

New York Mercantile Exchange
Type
Component of CME Group
Founded
1882
Headquarters
New York
Website

The New York Mercantile Exchange (NYMEX) is the world's largest physical commodity futures exchange, located in New York City. Its two principal divisions are the New York Mercantile Exchange and Commodity Exchange, Inc (COMEX) which were once separate but are now merged. The parent company of the New York Mercantile Exchange, Inc., NYMEX Holdings, Inc. became listed on the New York Stock Exchange on November 17, 2006, under the ticker symbol NMX.

The New York Mercantile Exchange handles billions of dollars worth of energy products, metals, and other commodities being bought and sold on the trading floor and the overnight electronic trading computer systems. The prices quoted for transactions on the exchange are the basis for prices that people pay for various commodities throughout the world.

The future attraction of MF Global is based on the following hypotheses:

  1. The company can raise money easily for its future activities and growth.
  2. Its basic position in 70 stock markets in a number of countries, which could go to 20 by the end of 2015 or 2016, is permitting MF Global to increase its business.
  3. The increase of basic business, as highlighted above, is likely to be attained by conventional growth, using the current market capitalization and market position and size as the base for MF Global to become a much greater financial entity in three to six years.
  4. De-leveraging is key to the future. Financial stability is a necessity internationally.
Continuing to De-lever the Capital Structure

($ millions )

?

?

?

?

?

 

Revolver

 

 

  

  

 June 2012

 

   Initial

300.0

500.0

L +200

2.4

 

Paid down $200 million in Dec. '09

   Additional Draw

14.25

142.5

L +200

1.1

 

 

   Senior Convertible, par

205.0

205.0

9.00%

4.6

June 2013

 

Total Debt

647.5

847.5

  

 

 

 

Interest on borrowings

 

 

 

9.9

 

 

Preferred Shares

 

 

 

 

 

 

   Equity

1,224.3

1,224.9

 

 

 

 

Total equity and preferred shares

1,448.5

1,449.1

 

 

 

 

Total Capital

2,096.0

2,296.6

 

 

 

 

The recent changes

In late March, 2010, there was a dramatic change in the corporate history and future of MF Global. The former chairman of Goldman Sachs, who recently terminated his position as Governor of New Jersey, became chairman and a large stockholder of MF Global. See announcement.

 

"MF Global is a firm with tremendous potential and excellent talent," said Mr. Corzine. "I see a substantial opportunity for the firm to expand its leadership position in serving clients globally in cash and derivatives markets. I look forward to working with MF Global's team to set a strategic path that will take the firm to new levels of growth, profitability and reputation. We will continue to provide the highest level of service to our clients, create new opportunities for employees and grow shareholder value. Profitability and responsibility must go hand in hand with growing our franchise.

"Mr. Corzine brings more than three decades of leadership and expertise to MF Global. He served as governor of the state of New Jersey from 2006 to 2010, and in the United States Senate from 2001 to 2006. Prior to entering public service, Mr. Corzine was chairman and senior partner of Goldman Sachs, where he served for 24 years. During his tenure, Mr. Corzine led Goldman's fixed income division, worked to build the firm's significant footprint in Asia and served as its chief financial officer. He became senior partner of Goldman Sachs in one of its most difficult periods in 1994, and quickly re-established the firm's position of profitability and reputation, ultimately taking the company public in 1999.

March 2010

A former associate of Goldman Sachs, Mr. John Corzine is 15% owner of MF Global. His private equity firm, J.C. Flowers and Co., is in financial services. It was funded in 2001. Christopher Flowers was a former partner and close associate of John Corzine. J.C. Flowers manages two private equity funds, the J.C. Flowers ILP, which was closed in 2002 with $900 million committed capital, and J.C. Flowers Two LLP closed in 2006 with $7 billion in committed capital. The basic business of the company includes large investments in financial services companies, a sample illustrated in the following tables.

J.C. Flowers & Co

Type

Private

Industry

Private equity, financial services

Founded

2001

Founder(s)

J. Christopher Flowers

Headquarters

New York, NY

Products

Leveraged buyout, growth capital

Total assets

$7.9 billion

Divisions

J.C. Flowers I L.P. and J.C. Flowers II L.P.

Website

www.jcfco.com

 

INVESTMENTS

J.C. Flowers' most notable investments include such financial services companies as:

* Enstar Group
* Shinsei Bank
* NIBC Bank N.V.
* Hypo Real Estate Group (Germany) (24.9% offer)
* HSH Nordbank (Germany) (26.6%)
* Crump Group

 

OTHER NOTABLE ACTIVITY

J.C. Flowers has also been active in a number of high profile contemplated transactions that did not occur.

In mid-2007, an investor group led by J.C. Flowers signed an agreement to purchase Sallie Mae for approximately $25 billion (USD), giving J.C. Flowers and Friedman Fleischer & Lowe 50.2 percent of the company. This deal fell through, however].

In late 2007, J.C. Flowers was one of the many companies bidding for the troubled British Bank, Northern Rock. They pulled out of the bidding in December.

On January 21, 2008, J.C. Flowers made an informal bid of £4 billion for Friends Provident. A revised bid of £3.5 billion was rejected. On March 14, 2008, J.C. Flowers was reported to be in talks to buy troubled US investment bank Bear Stearns. On April 16, 2008, J.C. Flowers issued an offer to buy 24.9% of the shares of Hypo Real Estate Group at a price of 22.50 per share.

Upon information and belief, we understand that one of the key factors J.C. Flowers employs is putting or inviting leading industry experts into the companies they acquired and build the companies with modern techniques and imaginative financing.

J.C. Flowers is not a traditional private equity fund and has pulled back from the purchase of large companies such as the leading British mortgage bank, Northern Rock, for $5 billion, and actually at some stage was bidding for the now merged Bear Stearns.

The approach of combining the activities of Governor John Corzine in MF Global and J.C. Flowers & Co. is going to be decisive for MF's future.

The Emerging Macro Economic Picture

It is obvious that with the emergence of what I call the old Goldman Sachs due and their potential contacts, it could have a multi-constructive effect on the future of MF Global.

  1. The $7 billion equity ownership of J.C. Flowers is obviously at least a financial backing to increase the equity of MF Global and expand some of the operations.
  2. J.C. Flowers can increase its position, which is the current philosophy of the private equity firm, and therefore with a greater presence it would be in a position to add divisions, contacts to the operation of the publicly-owned New York Stock Exchange listed MF Global.
  3. Governor John Corzine is intimately familiar with the brokerage business. It can lead its company into selective underwritings. The margin on big financial underwritings is very large. First of all, the size of such transactions goes at least to $100 million and at a 3% margin, it creates a net income of $3 million which is 1.5 cents per share for MF Global. If there is some ten transactions a year which MF Global leads, each $200 million, the earnings picture for the publicly-owned finance company will change dramatically.
  4. Even though MF will not become an investment house for derivatives or currencies or international bonds, even though it would be only on the sidelines of this potential field, it would represent a new source of income for MF Global which would simply add to the bottom line. After all, the basic structure of the company distribution is already there, and any of these modified investment banking deals are a nice addition to net income.
  5. Governor Corzine has a direct contact with America's largest investment house, Goldman Sachs. Goldman Sachs participates in almost every major underwriting, and like an investment banking firm of first class coverage, it always needs additional distribution. It is likely that some business relationship would develop between Goldman Sachs and MF Global, or between the other investment banking houses which are friends of both Governor Corzine and Christopher Flowers, leading to a more diversified business for MF Global.
  6. Last but not least, the original current MF Global business is getting contacts, business associations with all the leading international banking companies such as Barclays, Royal Bank of Scotland, and Deutsche Bank. These were the original contacts of the two newly emerged executives, and it is almost impossible to see a picture where MF Global did not to get involved with companies, to expand and diversify the business accordingly.

MF Global is in transition. Like many other medium-sized firms, it had two choices, either to be merged into another company and disappear, or strengthen its balance sheet, strengthen its management and expand its vision.

MF Global acquired the necessary talent, contacts financial backing, by having Governor Corzine and a potential team join the company and hopefully utilize J.C. Flowers & Co.'s contacts and financial backing for further growth. The interesting point is that the possibilities are very great for this medium-sized company whose market cap today is only about a billion dollars. The business is available, the capital is available, the contacts are available, and the basic business serves the purpose in the international field.

This is possible because of the time we live in. First of all, we live in an international world. Second, we live in a world where capital and contacts and experience counts. Three, we live in a world where product lines, markets, businesses can be expanded on a phenomenal scale. The emergence of China, Brazil, Singapore, Dubai, and Saudi Arabia is creating opportunities as well as challenges for the financial participants of our time. If we simply quote the names, Governor Corzine, the former chairman of Goldman Sachs, Christopher Flowers, a former partner of Goldman Sachs, the various financial companies partially or fully owned by J.C. Flowers, which we list in an appendix.

The original base that 70 stock markets in certain countries represented today, when brought together with a new group of players, the possibility emerges that we are seeing today a new company, MF Global, which could be a leading player in foreign exchange transactions, in interest rate products, in international bonds, marketing and underwriting. Nevertheless, while the scope in the future cannot be analyzed except forecast, it is our considered opinion that a new company would emerge that over the years will make a major contribution to the financial transactions of the world we are going to live in.

Disclaimer

Information contained herein is based on data obtained from recognized statistical services, issuers reports or communications or other sources believed to be reliable. However, such information has not been verified by us and we do not make any representation to its accuracy or completeness. Any statement non-factual in nature constitutes only current opinions which are subject to change. BERAL INC. or their officers, directors, analysts or employees may have positions in the securities or commodities referred to herein, and may as principal or agent buy and sell such securities or commodities. An employee, analyst, officer or a director of BERAL INC. may serve as a director for companies mentioned in this report. Neither the information nor any comment expressed shall constitute an offer to sell or a solicitation of an offer to buy any securities or commodities mentioned herein. There may be instances when fundamental, technical and competitive opinions may not be in concert. This firm may from time to time perform investment banking or other services for or which investment banking or other businesses from any company mentioned in this report.

 

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Andrew Racz. 300 East 54 Street, Suite 26C, New York, NY 10022
Phone: (212) 319-6949 Fax: (212) 753-1944. E-mail: mlikar@aol.com

Copyright © 2011 Andrew Racz. All Rights Reserved.

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