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PPH - Pushpay Holdings Limited

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Well my previous post was pretty accurate, a very strong full year, this business is demonstrating the flywheel effect, I wish I had bought more over the last 12 months. I think PPH has become one of those businesses where it always looks just a bit expensive - but keeps growing into that multiple. I think if you want to get in now you just have to bite the bullet and pay up.

If we could just get them to drop the nonsense of prattling on about EBITDAFI (bull**** earnings), then I would have even more conviction in the business.
 
Now that the May update has been released with no adverse surprises, I'll keep PPH on the reversal watchlist for a buy setup. I'm a bit wary of buying now when the sentiment for tech stock is low. I prefer to see that the market has tested the recent low.

 
Good luck, Pete!

Will be interesting to see where it goes from here. That was a pretty strong AR, I think you are probably right about the current general sentiment effecting the SP.
 
Pushpay to acquire Resi Media LLC, adding its market-leading streaming solutions to Pushpay’s product suite.



The price of PPH has been in a year long corrective structure (= drifting lower). I, like many others have been waiting for price to resume it's upward trajectory. Perhaps this news will help.
 
I am on the verge of selling PPH, the Resi Media deal is very concerning, PPH refuse to provide any financial details for Resi, seems to be verging on failing to meet their continuous disclosure duties. We have no idea what the value of Resi is as we have no idea what their earnings (if any) were, what FCF it generates (if any), debt, assets, etc.

The only information we have been given is that PPH paid $150m for Resi, that might be very cheap, or it might be horribly expensive. That sort of Capital allocation from a CEO with no track record and with an outgoing CFO borders on irresponsible.

I emailed IR to request some more detail on the acquisition and specifically some financial metrics that might allow shareholders to consider whether it is a value adding or value destroying deal. They did reply - linking me to the investor briefing and the presentation that both have none of the requested information in them!

I replied pointing out neither had any relevant information in them and again asking for details of the financials for Resi for the last reporting period. My decision on selling will be based on their reply, (if they even bother!)
 
Pushpay Holdings has confirmed that it has recently received unsolicited, non-binding and conditional expressions of interest or approaches from third parties looking to acquire the company.
 
Bugger, looks like PE interests are trying to buy out my little happy-clapper ticket clipper.
Up 15% today on the news.
 
galumay said:
Bugger, looks like PE interests are trying to buy out my little happy-clapper ticket clipper..
Click to expand...
And others obviously find the space interesting: from PE1
EQUITY CO-INVESTMENTS
​
We recently co-invested in Ministry Brands alongside Reverence Capital Partners. Founded in 2012 and headquartered in Lenoir City, Tennessee, Ministry Brands is the largest provider of core back-office software and payment solutions to faith-based organisations in North America. The company serves 96k+ FBOs, which represents ~24% of total FBOs in North America, and is the #1 provider in terms of both revenue and number of clients.

This investment was particularly attractive as it was an opportunity to acquire the market leader in the FBO software and solutions market where the continued shift from physical to digital payments, as well as the increasing adoption of FBO management software, is expected to cause the market to grow at a ~15% CAGR. Additionally, the company operates in a recession-resistant market and has strong recurring and predictable revenues (~80% of the company’s revenues are from contractually recurring software subscriptions or payment processing for recurring giving, and ~17% from re-occurring usage-based fees for background checks). Finally, there are significant operational improvement opportunities as there was limited hands-on involvement with the company by the prior owner and we believe that Reverence, who has significant payment and carve-out experience, is the right sponsor to succeed in making those improvements..
 
Trading halt this morning for my little happy clapper, ticket clipper. Is this the end?
 
Normally they say what it is e.g. Capital Raising etc. This one is elusive, but could be materially significant... ?

 
Rumours of a take over have been round for months, so thats quite likely. Just not sure that it would be such a short TH for that. (expected to lift later today.)
 
As suspected, management selling out. Very frustrating, second business this year the board have given up and sold out in my portfolio. Oh well, I guess an 80%+ return over 4 years is some consolation.

 
Ok, looks like a significant number of PPH shareholders believe the company would be better off not accepting the SoA, and forcing the BoD & Management to continue running the business, even though they dont want to! Lets see how that works out for you! When it trades again, <$1 I reckon. This is self-destruction of capital madness.
 
PPH management have managed to wrangle a new offer for most shareholders that is 6% higher at $1.42. While I will be a material beneficiary of the new SoA, I am still annoyed that a small block of shareholders voted the original SoA down, as there was a very real risk the deal would not have been renegotiated and we all would have suffered significant capital loss.

Although it will go to another vote its now certain to get up as the recalcitrant shareholders from the first vote have already indicated their support for this one. Small arbitrage opportunity for anyone interested, shares trading at $1.30 today with a certain $1.42 in a few weeks.
 
Whoops! Prices for SoA are NZD, so basically trading at NZ$1.42 and no arb opp.
 
this is interesting ... take that (or most of it)

Pushpay gone, and for some offshore hedge funds, for less than hoped​

May 5, 2023 – 3.32pm

Here’s an under-the-radar development hedge funds won’t want to miss.

The takeover of dual-listed church payments company Pushpay sailed through a shareholder vote last week, handing control to the Sixth Street and BGH Capital consortium.

But the fine print of the deal shows that while most shareholders are set to receive $NZ1.42 ($1.33) per share, a smaller group of “specified shareholders” – profiled as 10 professional offshore event-driven hedge fund investors controlling 10.3 per cent of the stock – agreed to accept $NZ1.34 per share.

That was the original bid Sixth Street-BGH Capital lobbed at Pushpay last year which was later rejected by shareholders. The consortium came back a few weeks later with an increased price but caught the market’s attention with the addition of the two-tier pricing terms.

The natural question is why. Sources said the hedge funds committed to the original offer price. This was subsequently put up for vote via a scheme of arrangement and rejected, despite Pushpay directors and the proxy advisers blessing the deal. When the consortium came back with a revised offer, they couldn’t demand the higher price.

Further, if they pushed back, they risked the deal falling over and the share price tanking. Better to take $NZ1.34 and get out than be stuck in a strategic reset with very little liquidity in the stock. In short, they agreed to a lower price to get the deal across the line.

On a question of fairness, it’s worth noting Pushpay went out of its way to stress the group were “highly sophisticated professional hedge fund investors whose primary business is event-driven risk arbitrage” and agreed to the carve-out in writing.

Sources, however, say the situation is highly unusual. Pushpay is registered in New Zealand and dual-listed on the NZX and the ASX. Takeovers are governed by New Zealand law which has its own peculiarities that would apply to companies such as Xero and A2 Milk.

Asked if a similar two-tier structure could occur in Australia, sources couldn’t rule it out, so long as the specific shareholders willingly agreed to the lower price and there were two classes of rights established.
The New Zealand takeovers panel has issued a “no objection” notice, which is a formality in takeovers and allows the scheme vote to go ahead. The final court meeting for the Pushpay scheme is May 8, although sources say it’s unlikely to make an objection given shareholder support.
 
I sold mine on market today, at $1.325, sure I pay a bit of brokerage, but the money is in the bank in 2 days, exchange rate is more favourable than its been recently and I can put this one behind me, 2 annoying cases this year of holdings where management suddenly decided they were too imcompetent to keep running the businesses and sold out at a poor price IMO. I guess its better than incompetent management running the business into the ground, but its bloody frustrating!
Return of about 72% over 5 years or CAGR 0f 11.5%
 
On May 19th, 2023, Pushpay Holdings Limited (PPH) was removed from the ASX's Official List in accordance with Listing Rule 17.11, following implementation of the scheme of arrangement between PPH and its shareholders in connection with the acquisition of all the issued capital in PPH by Pegasus Bidco Limited.
 
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