Professional Documents
Culture Documents
July 2015
BAKER STREET CAPITAL MANAGEMENT
info@bakerstreetcapital.com
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2
CONFIDENTIAL
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Overview
3
CONFIDENTIAL
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CONFIDENTIAL
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Ideally positioned to
underwrite and originate
higher margin, non-conforming
(subprime) loans when
market returns
Subscription-like, high
margin, revenue stream for
life of loan with no credit risk
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BAKER STREET CAPITAL MANAGEMENT
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Transformation
Subservicing, for us, is the core to a capital-light, fee-forservice, high-multiple kind of business (1)
(1) Denmar Dixon, Walter Vice Chairman & Chief Investment Officer, Bank of America Merrill Lynch Investment Conference, November 2013
CONFIDENTIAL
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Sub-servicing Model
Balance Sheet
Growth
Valuation
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11
Principal, interest
Servicer
Borrowers
owns MSR
on B/S
present
future
Loan Owner
Servicing fee
present
WAC
Sub-servicer
future
(asset-light)
Borrowers
Sub-servicing,
asset management
fees
Loan Owner
WCO REIT
owns MSR
on B/S
CONFIDENTIAL
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BAKER STREET CAPITAL MANAGEMENT
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CONFIDENTIAL
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14
BAKER STREET CAPITAL MANAGEMENT
CONFIDENTIAL
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Today
Next 6
Months
WCO acquires MSR from WACs origination volume as well as in the market
Next 12-24 WCO raises additional capital via IPO and debt markets, grows asset base
Months WCO acquires WACs remaining owned MSR assets for cash at book value
Mgmt. comments indicate WAC is open to monetizing its entire MSR asset
Outcome
CONFIDENTIAL
WAC is left with no MSR asset on its B/S, becomes purely asset-light
Total servicing platform scale enhanced from $250bn to over $350bn
WAC earns between 3.5bps and 5.5bps pretax between its sub-servicing
fees and asset management (recurring + incentive) income
WCO owns MSR and servicing advances, achieving ~12% ROE
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16
$3,000
$2,714mil
$578mil
$2,500
$234mil
$2,000
$328mil
$1,335mil
$1,500
$1,000
$2.47bn
$500
$239mil
$0
EV Today
Asset Sales
Servicer
Advances
MSR Sale
EV in 2 Years
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Valuation
18
CONFIDENTIAL
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19
$ mil
$ mil
$ mil
$2,715
$2,466
$249
Consolidated EBITDA
Pro Forma EV/EBITDA
$ mil
$264
0.94x
Year 1
Year 2
Year 3
Comments
$ bn
$ bn
$ bn
$ bn
$176
$47
$37
$260
$155
$42
$107
$305
$0 Owned MSR is sold to WCO in Year 3, WAC transitions to pure subservicer over next 2 years
$38 Existing subservicing book (not capitalized on balance sheet) in runoff
$297 WCO acquires MSR externally + WAC originations, then acquires WAC MSR in Year 3
$335
Consumer Originations
Correspondent Originations
$ bn
$ bn
$7.5
$16.5
$7.9
$17.3
$8.3 Growing 5% from 2015 guidance midpoint - no upside from HARP or return of subprime
$18.2 Growing 5% from 2015 guidance midpoint - no upside from HARP or return of subprime
Servicing EBITDA
Subservicing EBITDA
Originations EBITDA
Other EBITDA
Consolidated EBITDA
$ mil
$ mil
$ mil
$ mil
$ mil
$326
$50
$45
$63
$483
$287
$78
$47
$67
$478
$0
$160
$33
$71
$264
Servicing income goes to $0 after Year 2 as MSR is sold to WCO, WAC become capital-light
Subservicing grows as WCO grows via external MSR purchases and purchase of WAC's MSR
100-120bps margin on consumer, 15bps on correspondent, $70mil fixed SG&A. Assume no subprime
$15-25mil EBITDA Reverse, $8mil Residual NIM, $40mil company cost savings (announced)
Consolidated EBITDA declines through Year 3 but becomes entirely capital light
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Scenario 2: WAC sells MSR to WCO in Year 3, uses proceeds for special dividend
WAC grows its sub-servicing and asset management income as WCO acquires MSR
After two years WCO acquires remainder of WACs owned MSR and servicing advances
WAC uses cash proceeds to pay a special dividend, becomes entirely asset-light
Scenario 3: WAC grows sub-servicing, runs off owned MSR, uses cash for buybacks
WAC grows its sub-servicing and asset management income as WCO acquires MSR
WACs owned MSR and servicing advances are run off and convert to cash over time
WAC uses all free cash flow to repurchase shares while maintaining constant leverage at 3.25x
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CONFIDENTIAL
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Year 2
Year 3
Year 4
Year 5
Year 6
Comments
$ bn
$ bn
$ bn
$ bn
$176
$47
$37
$260
$155
$42
$107
$305
$0
$38
$297
$335
$0
$34
$320
$354
$0
$31
$343
$374
$0 Owned MSR is sold to WCO in Year 3, WAC transitions to pure subservicer over next 2 years
$28 Existing subservicing book (not capitalized on balance sheet) in runoff
$367 WCO acquires MSR externally + WAC originations, then acquires WAC MSR in Year 3
$395
Consumer Originations
Correspondent Originations
$ bn
$ bn
$7.5
$16.5
$7.9
$17.3
$8.3
$18.2
$8.7
$19.1
$9.1
$20.1
$9.6 Growing 5% from 2015 guidance midpoint - no upside from HARP or return of subprime
$21.1 Growing 5% from 2015 guidance midpoint - no upside from HARP or return of subprime
Servicing EBITDA
Subservicing EBITDA
Originations EBITDA
Other EBITDA
Consolidated EBITDA
$ mil
$ mil
$ mil
$ mil
$ mil
$326
$50
$45
$63
$483
$287
$78
$47
$67
$478
$0
$160
$33
$71
$264
$0
$168
$34
$70
$272
$0
$176
$36
$68
$281
$0
$185
$38
$67
$290
D&A
Interest Expense
Tax Expense
Net Income
Shares O/S at Year End
EPS on Ending O/S Shares
$ mil
$ mil
$ mil
$ mil
mil
$ / share
($227)
($135)
($46)
$75
37.7
$1.99
($202)
($107)
($65)
$105
37.7
$2.79
($20)
($76)
($64)
$104
17.3
$6.03
($20)
($57)
($74)
$121
15.8
$7.67
($20)
($58)
($77)
$125
14.6
$8.60
($20)
($60)
($80)
$130
13.5
$9.66
$ mil
$ mil
$ mil
$ mil
$ / share
$ mil
$ mil
$2,012
$541
$541
$0
$1,470
$336
$336
$0
$0
$1,470
$0
$1,134
$1,134
$1,707
$276
$1,431
$70
$0
$858
$858
$135
($27)
$162
$108
$0
$884
$884
$140
($28)
$168
$138
$0
$912
$912
$144
($30)
$174
$155
$0
$942
Servicing income goes to $0 after Year 2 as MSR is sold to WCO, WAC become capital-light
Subservicing grows as WCO grows via external MSR purchases and purchase of WAC's MSR
100bps margin on consumer, 15bps on correspondent, $70mil fixed SG&A. Assume no subprime
$15-25mil EBITDA Reverse, $8mil Residual NIM, $40mil company cost savings (announced)
Consolidated EBITDA declines through Year 3 but becomes entirely capital light
Owned MSR amortization at 92bps of UPB, CPR of 12%, $20mil corporate D&A
Interest Expense decreases as WAC delevers to 3.25x Debt/EBITDA
38% Tax Rate
Net Income grows with capital light transition as MSR D&A goes away, interest expense decreases
Tender in Year 3 @ $70 with excess cash proceeds from MSR sale to WCO
Cash generated from operations, asset sales, MSR sales, servicer advance working capital release
Assumes paydown at par, debt increases Year 4 to maintain leverage at 3.25x Debt/EBITDA
Significant capacity for capital return (tender or special dividend) when WAC MSR sold to WCO
Tender in Year 3 at $70, then repurchase shares at 18x prior year EPS
Debt paid down to get to 3.25x Net Debt/EBITDA
-22-
Year 2
Year 3
Year 4
Year 5
Year 6
Comments
$ bn
$ bn
$ bn
$ bn
$176
$47
$37
$260
$155
$42
$107
$305
$0
$38
$297
$335
$0
$34
$320
$354
$0
$31
$343
$374
$0 Owned MSR runs off at CPR of 12% for 2 years, then 10%
$28 Legacy subservicing book in runoff
$367 WCO acquires MSR externally + WAC originations, then acquires WAC MSR in Year 3
$395
Consumer Originations
Correspondent Originations
$ bn
$ bn
$7.5
$16.5
$7.9
$17.3
$8.3
$18.2
$8.7
$19.1
$9.1
$20.1
$9.6 Growing 5% from 2015 guidance midpoint - no upside from HARP or return of subprime
$21.1 Growing 5% from 2015 guidance midpoint - no upside from HARP or return of subprime
Servicing EBITDA
Subservicing EBITDA
Originations EBITDA
Other EBITDA
Consolidated EBITDA
$ mil
$ mil
$ mil
$ mil
$ mil
$326
$50
$45
$63
$483
$287
$78
$47
$67
$478
$0
$160
$33
$71
$264
$0
$168
$34
$70
$272
$0
$176
$36
$68
$281
$0
$185
$38
$67
$290
D&A
Interest Expense
Tax Expense
Net Income
Shares Outstanding at Year End
EPS on Ending Shares O/S
$ mil
$ mil
$ mil
$ mil
mil
$ / share
($227)
($135)
($46)
$75
37.7
$1.99
($202)
($107)
($65)
$105
37.7
$2.79
($20)
($76)
($64)
$104
37.7
$2.76
($20)
($57)
($74)
$121
34.5
$3.52
($20)
($58)
($77)
$125
31.8
$3.94
($20)
($60)
($80)
$130
29.4
$4.43
$ mil
$ mil
$ mil
$ mil
$ / share
$ mil
$ mil
$2,012
$541
$541
$0
$1,470
$336
$336
$0
$1,134
$1,707
$276
$0
$0
$1,470
$0
$1,134
$1,431
$858
$858
$135
($27)
$162
$50
$0
$884
$884
$140
($28)
$168
$63
$0
$912
$912
$144
($30)
$174
$71
$0
$942
Cash generated from operations, asset sales, MSR sales, servicer advance working capital
Assumes paydown at par, maintain leverage at 3.25x Debt/EBITDA
Use generated cash to reduce net debt, then use all available FCF to repurchase shares
Repurchase shares at 18x prior year EPS
Debt paid down to get to 3.25x Net Debt/EBITDA
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Year 2
Year 3
Year 4
Year 5
Year 6
Comments
$ bn
$ bn
$ bn
$ bn
$187
$50
$0
$237
$165
$45
$74
$284
$145
$40
$140
$326
$131
$36
$178
$345
$118
$33
$214
$364
$106 Owned MSR runs off at CPR of 12% for 2 years, then 10%
$29 Legacy subservicing book in runoff
$249 WCO acquires MSR externally, $150 bn for the first 2 years, then ~$50 bn per year
$384
Consumer Originations
Correspondent Originations
$ bn
$ bn
$7.5
$16.5
$7.9
$17.3
$8.3
$18.2
$8.7
$19.1
$9.1
$20.1
$9.6 Growing 5% from 2015 guidance midpoint - no upside from HARP or return of subprime
$21.1 Growing 5% from 2015 guidance midpoint - no upside from HARP or return of subprime
Servicing EBITDA
Subservicing EBITDA
Originations EBITDA
Other EBITDA
Consolidated EBITDA
$ mil
$ mil
$ mil
$ mil
$ mil
$326
$50
$45
$63
$483
$287
$78
$47
$67
$478
$255
$98
$33
$71
$457
$229
$112
$34
$70
$446
$207
$126
$36
$68
$437
$186
$140
$38
$67
$431
D&A
Interest Expense
Tax Expense
Net Income
Shares Outstanding at Year End
EPS on Ending Shares O/S
$ mil
$ mil
$ mil
$ mil
mil
$ / share
($227)
($138)
($45)
$73
34.5
$2.12
($202)
($124)
($58)
$95
26.3
$3.60
($153)
($110)
($74)
$120
22.9
$5.24
($140)
($95)
($80)
$130
20.2
$6.44
($128)
($93)
($82)
$134
18.1
$7.39
($117)
($92)
($84)
$137
16.2
$8.47
$ mil
$ mil
$ mil
$ mil
$ / share
$ mil
$2,012
$539
$441
$98
$30
$1,570
$1,570
$326
$15
$310
$38
$1,555
$1,555
$293
$70
$223
$65
$1,485
$1,485
$288
$36
$252
$94
$1,449
$1,449
$277
$28
$249
$116
$1,420
$1,420
$268
$21
$247
$133
$1,400
Cash generated from operations, asset sales, MSR sales, servicer advance working capital
Maintain leverage at 3.25x Debt/EBITDA
Free cash flow goes toward share repurchases
Repurchase shares at 18x prior year EPS
Debt paid down to get to 3.25x the lowest Debt/EBITDA
-24-
Whats important when you think about our balance sheet is, if you just
tookand you know weve had this conversation with several other
investorsthe fair market value of our main asset, the MSR and the equity
that weve got in advances, if sold, that we could, basically, at todays mark,
retire all our debt.
-25-
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-27-
-28-
$ mil
$ mil
$ mil
$ mil
WAC
$226
$400
$162
$134
NSM
$287
$386
$249
$126
-29-
Mid
High
3.5bp
$4.60
12.0x
$55.20
4.5bp
$6.03
12.0x
$72.33
5.5bp
$7.78
12.0x
$93.31
Discount Rate
WAC Fair Value Today
10.0%
$41.48
10.0%
$54.34
10.0%
$70.11
30
CONFIDENTIAL
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Largest DIY auto parts retailer, with very high incremental ROIC and minimal cash reinvestment needs
From 2001 to 2015, EBITDA has only grown 3.4x, while the stock price appreciated ~24x
Share count shrank 72% by consistently returning free cash flow to shareholders via buybacks
With Lamperts influence, majority of value creation has come from serial share repurchases
WAC has an opportunity to achieve similar compounding over time, as its business
should also effectively require no capital to grow and will generate significant FCF
CONFIDENTIAL
-31-
Shares (mil)
8.68
7.10
4.93
3.87
3.01
2.71
2.69
0.55
0.32
33.8
% of O/S
23.0%
18.8%
13.1%
10.3%
8.0%
7.2%
7.1%
1.4%
0.8%
89.7%
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CONFIDENTIAL
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35
CONFIDENTIAL
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In other words, the stocks are very cheap but it doesnt matter,
with no mention of the upcoming transition to asset-light via WCO
36
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Summary
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CONFIDENTIAL
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Balance
Sheet
Growth
Valuation
Consensus View
Our View
CONFIDENTIAL
-42-
Summary
WACs high business quality, imminent catalysts, and very cheap
valuation make it a very asymmetric risk/reward at todays prices
CONFIDENTIAL