geoff@gannononinvesting.com.
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Geoff Gannon
http://www.gannononinvesting.com
Mueller Water Products "A" Shares and "B" Shares are Mispriced
Some smart investors see value in Mueller Water Products
(MWA). They're probably right; but, Mueller isn't the kind
of situation that jumps out at me as a clear bargain I can
understand. However, there is something peculiar about this
situation that makes it worth writing about.
A or B?
There are two shares of Mueller Water Products common stock
? Series A common stock and Series B common stock. There
are roughly three times as many B shares as A shares. The A
shares and B shares have identical economic rights. So,
ownership of all of the B shares would provide a roughly
75% economic interest while ownership of all of the A
shares would provide a roughly 25% economic interest.
Here's where things get interesting. "Shares of Series A
common stock and Series B common stock generally have
identical rights in all material respects except Series B
shares have eight votes and each Series A share has one
vote per share."
So, what's the premium on the B shares? There is none. The
last trade on Mueller A shares (MWA) was at $13.98; the
last trade on Mueller B shares (MWA.B) was at $13.64.
Buyers of the A shares are currently paying $0.34 a share
more to reduce their voting power by 87.5%.
You can't convert A shares into B shares or B shares into A
shares. If you could, there would be a profit in simply
buying, converting, and selling. Unfortunately, you can't
do that. So, there's no "manual" arbitrage opportunity
here. Obviously, you can bet that the discount on the B
shares will be eliminated ? but, the market has to close
the gap for you.
Regardless, there is a nonsensical discrepancy in price
between the A shares and the B shares.
Anyone looking to make a new investment in Mueller should
buy the B shares. There's no reason to even think about
touching the A shares until they are trading at a discount
to the B shares.
Owners of Mueller A shares who currently hold those shares
in a manner that would cost them less than $0.34 a share to
sell should immediately begin selling their A shares and
putting the proceeds into the B shares. Doing so would
slightly increase their economic interest in Mueller's
business (because they would end up with more shares),
greatly increase their voting power ? and, over the
long-term, possibly provide additional appreciation in the
share price, if and when the B shares consistently trade at
a premium to the A shares.
Do the B shares have to trade at a premium to the A shares?
Technically ? no. But, in the future, it's possible that
circumstances may make the B shares far more attractive to
certain investors. The A shares are extremely unattractive
to any large shareholder who isn't committed to complete
passivity as nearly 96% of the votes are tied to the B
shares ? the A shares are essentially non-voting shares.
Furthermore, there are fewer A shares, so it would be more
difficult for a large investor to acquire a meaningful
economic interest via the A shares without moving the price
of those shares.
While some investors might have very good reasons for
buying the B shares when they trade at a higher price than
the A shares ? no one has a good reason for buying the A
shares when they trade at a higher price than the B shares.
Right now, the choice seems simple ? dump the A shares; buy
the B shares.
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Geoff Gannon writes a daily value investing blog and
produces a value investing podcast at:
http://www.gannononinvesting.com