Contrarian Corpus
activist full deck initial thesis
2012-06-18 · 39 pages

Lazard Ltd LAZ

Lazard's premier advisory and asset-management franchise trades at a discount; executing the April 2012 plan to 25%+ margins, disciplined capital return, and stronger governance can nearly double the stock to ~$51.

N 4 Narrative
V 3 Visual
C 3 Craft
Original source ↗

Thesis

Trian, one of Lazard's largest shareholders, argues the stock at $23 is worth roughly $51 if management executes the strategic plan CEO Ken Jacobs unveiled on April 27, 2012. Lazard already owns a 157-year advisory franchise (#1 independent advisor, $992mm revenue, 241 clients paying >$1mm) and a high-growth asset manager ($157bn AUM, 6.8% organic flow growth — second only to Eaton Vance among peers), yet consolidated EBIT margins sit at just 16% versus peer-implied potential of 30%+. Trian endorses the plan's three pillars: (1) compensation ratio from 62% to 57% and non-comp from 22% to 18%, lifting 2014 EBIT to $531mm; (2) deploy all FCF plus $200mm surplus cash to dividends, buybacks exceeding RSU grants, and debt paydown (interest absorbs 29% of EBIT vs. 6% peer average); (3) two new independent directors, majority voting, and de-classified board. Mid-case 2014 EPS of $3.62 at 14x multiple equals $51 — roughly 120% upside.

SCQA

Situation

Lazard is a 157-year-old premier financial services firm — the largest independent advisor and a $157bn global/international asset manager with the sector's strongest organic fund flow growth.

Complication

Shares have fallen ~50% from their 2011 peak to $23 because consolidated EBIT margins of 16% run roughly half the peer-implied potential, and 29% of EBIT is consumed by interest expense while the share count has ballooned 36% since IPO.

Resolution

Back management's April 2012 plan: drive margins to at least 25% by 2014, return substantially all free cash flow plus $200mm surplus cash to shareholders, and tighten governance through new independent directors and majority voting.

Reward

Mid-case 2014 EPS reaches $3.62 at a 14x multiple — an implied $51 share price, roughly 120% upside from $23.09, with a 3.5% dividend yield paying investors to wait.

The three reasons

  1. 1

    Lazard trades below 10x EPS despite a 157-year franchise and best-in-class fund flows

  2. 2

    Cost structure is bloated: peer comps imply 30%+ EBIT margins vs. Lazard's 16%

  3. 3

    New April 2012 strategic plan can double EPS to ~$3.62 and the share price to ~$51

Primary demands

  • Achieve operating margin of at least 25% by 2014 (from 16% in 2011) via compensation and non-compensation cost discipline
  • Deploy $200mm of excess cash and substantially all free cash flow to dividends, buybacks, and debt pay-down
  • Ensure share repurchases exceed RSU grants so share count does not grow
  • Add two new independent directors and adopt majority voting; de-classify the board
  • Improve segment-level transparency and align compensation with long-term shareholder returns

KPIs cited

Consolidated EBIT margin
16% in 2011 vs. management target of 25%+ by 2014 and peer-implied 32%
Compensation expense ratio
62% in 2011 vs. 57% 2014 target; peer advisors average 56%, asset managers 37%
Non-compensation expense ratio
22% in 2011 vs. 18% target; peer average ~20%
Adjusted 2014 EPS
$2.97 base / $3.62 mid / $4.32 high vs. 2011 adjusted EPS of $1.31
Organic fund flow growth (FY07-11)
Lazard 6.8% — second only to Eaton Vance (10.1%) among peers; BlackRock 4.5%, Janus -1.5%
Advisory revenue per MD
$7.4mm at Lazard vs. $4.6mm Greenhill, $4.4mm Evercore
Interest expense as % of EBIT
29% at Lazard vs. 5.8% peer average
Share count growth since IPO
+36% from 100.0 at 2005 IPO to 135.5 fully diluted at 12/31/11
Capital returned to shareholders
$325mm average per annum 2010-2011 vs. $156mm 2006-2009
AUM growth
$110bn in 2006 to $157bn at 3/31/12, 7.0% CAGR
Global advisory fee share
Lazard ranked #6 with 9% of top-10 advisor fee pool
Stock performance
$23.09 on 6/15/12, ~50% below $46 peak of February 2011

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Precedents cited

  • 1995-2000 and 2003-2008 M&A cycle recoveries
  • Peer public advisors (Evercore, Greenhill) and asset managers (BlackRock, T. Rowe Price, Franklin Templeton, Eaton Vance) as margin/comp benchmarks

Notable slides (6)

Notes

Unusual activist posture: Trian explicitly endorses incumbent CEO Ken Jacobs and management's April 27, 2012 strategic plan rather than demanding change. No villain is named. Stake not disclosed as a specific percentage (deck only says 'one of the largest shareholders'). A Ken Jacobs Bloomberg quote is used to reinforce management alignment, not to contradict. Sum-of-parts appears on p.6 (asset management at 8x EBITDA implies advisory at 1.1x revenue vs. 2.7x for Evercore/Greenhill) rather than as a dedicated spread. The main quantified upside is multiple-comparison / peer-benchmarking math rather than a formal DCF.