Archive for the ‘Seahawk Drilling (NASDAQ: HAWK)’ Category

Seahawk Drilling Inc (NASDAQ:HAWK) President and CEO Randy Stilley presented to the Barclays Capital CEO Energy-Power Conference on Thursday. I’ve been following HAWK closely (see the post archive here). It’s a deeply undervalued asset turnaround play with a bad case of seconditis. Once Stilley finds the person sticking the pins in the HAWK voodoo doll, HAWK should do fine. Here’s Stilley discussing HAWK’s current liquidation value (at around the 14:30 minute mark):

The other thing that is almost ridiculous to talk about in some ways, but if you think about the underlying asset values of the fleet, if you look at our current market cap less working capital, you end up with a value per rig of about $3-and-a-half million. We just had – within the last couple of months – a third party fleet value established that came out to $313 million, which is over $15 million per rig. And the book value of course is about $20 million per rig.

And the other way to think about that is, Hercules sold a less-capable mat. slot rig earlier this year for $5 million that had no drilling equipment on it, and it was a rig that had been stacked for 10 years. So, if you think about that, and you think about that we had rigs that have all worked with the past few years that are in better condition than that, it’s obvious that our rigs are worth more than $3 million. And if we were to just start cutting them up, you could, over time, sell the drilling equipment of a rig to generate $6 to $8 million in income by doing that. Now, I’m not saying we’re going to do that today, but we’re certainly going to think about it.

Here’s the relevant slide:

Listen to the Barclays Capital Presentation.

Long HAWK.

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Carl Icahn’s former lieutenant Mark Rachesky has opened a position in Seahawk Drilling Inc (NASDAQ:HAWK), a stock I’ve covered in some detail (see the post archive here). Rachesky holds the position in his investment vehicle, MHR Fund Management LLC. Rachesky’s most recent 13F filing indicates he picked up around 1.2M shares for around $11.4M, which implies an average purchase price of about $9.72 per share. According to Business Insider:

Rachesky, 49, spent six years working for Icahn, including serving as a senior investment officer and chief investment advisor for his last three years at Icahn Holding Corporation. He left Icahn in 1996 and opened his own New York-based firm, MHR Fund Management, for which he still serves as president.

Rachesky is perhaps best known for his position in Lions Gate:

He first took a 5.9% stake in Lionsgate in August 2005, but he boosted his ownership to 14.1% as of last July and has rapidly increased the size of his position over the past two months—at the same time Icahn enhanced his own stake—after Lionsgate reported its disastrous third-quarter earnings. Up until last week, Rachesky’s investment in Lionsgate was passive, meaning he didn’t seek to influence the company’s operations. But now he’s an active investor in the studio.

The $11.4M holding in HAWK represents around 0.8% of Rachesky’s $1.4B fund.

Hat tip JG.

Long HAWK.

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I’ve recently run a few posts on Seahawk Drilling Inc (NASDAQ:HAWK) (see the post archive here). One of the major issues for HAWK is its Mexican tax dispute. It is a thorny, technical issue for which very few are adequately qualified to comment. Fortunately for holders of HAWK, I have found a practicing tax lawyer willing to provide some color to the matter. Andrew is an honors graduate of Harvard Law School currently practicing tax law in New York. He has over ten years of investment experience and is an avid reader of the value blogosphere and investment publications. His views are solely his own, do not constitute legal, tax or investment advice, and do not necessarily represent the views of any other person or organization.  Andrew welcomes comments and criticism and can be contacted at andrew48912 [at] gmail [dot] com.

Here’s Andrew’s take on HAWK:

Seahawk Drilling Inc. (HAWK) is a ~$100m company spun off from Pride International last year that has attracted considerable attention among value investors. HAWK’s business centers on renting out shallow-water jackup rigs, twelve of which are currently “cold-stacked” (inactive), to various drillers in the Gulf of Mexico and (when business is good) the Mexican coast.

Rather than analyze liquidation value, which Greenbackd did in multiple incisive posts, or discuss the company’s numerous challenges and opportunities, I examined tax issues discussed in HAWK’s recent filings. As a tax lawyer, I’m drawn to special situations involving complex tax issues.

Although there are tax issues with the CEO and directors’ stock compensation, and various tax assets and liabilities, these issues seem dwarfed by Mexican tax disputes.  Numerous posts have alluded to these disputes, but no one has tried to dig deeper (at least publicly) into how they may affect the company. I spent some time reading HAWK’s filings and exhibits in search of clues, and what I found surprised me.

Disputes with the Hacienda

HAWK’s most recent 10-Q states that the company is embroiled in several disputes with the Hacienda (the Mexican IRS), including:

a) Six disputes relating to tax years 2001 through 2003 totaling $97m.

b) Two disputes relating to tax years 2004 and 2006 totaling $42m.

c) Two Pride disputes relating to tax year 2003 totaling $5m, and

d) Several expected tax disputes for more recent years estimated to total $85m.

This represents estimated exposure of $229m, give or take foreign currency movements and any additional disputes.  $229m is a huge “scare” number, dwarfing the company’s reported cash of $48m as of 6/30 and ~$100m market cap, and so it seems likely to weigh on investor perceptions. But does it tell the whole story? I’m not so sure.

I have no special ability to predict the results of Mexican tax disputes,[1] and unfortunately the filings do not provide more guidance on the exact nature of the disputes, but there are more moving parts here. Before the spinoff, Pride and HAWK signed a Tax Sharing Agreement. The Agreement is included as an exhibit to the Form 10, and it addresses tax contests directly. More on that below.

The Tax Sharing Agreement

Under Section 2.1(b), Pride must compensate Seahawk for tax benefits allocated to Seahawk that Pride uses if such benefits arise from a pre-spin year and are used (a) to reduce Pride’s taxes in a post-spin year or (b) in the case of a tax contest or other dispute, to reduce Pride’s taxes in a pre-spin year. In a helpful move, the tax counsel set out an example of this compensation mechanic. This is great drafting, and I often wonder why more lawyers don’t do this.

The example says that if Seahawk has to pay Mexico as a result of a tax dispute attributable to the Seahawk business, Pride must amend its U.S. tax returns to the extent necessary to claim a foreign tax credit,[2] and must compensate Seahawk to the extent the credit is usable, either immediately if the credit can be used now or carried back, or, as it appears from the Agreement, in the future if the credit is used in a future year.

The foreign tax credit rules are very complex, and it’s not obvious whether the Mexican taxes at issue are creditable under U.S. law, or even if payments for a given year would generate tax credits that would be usable by Pride. However, the fact that Pride’s advisors chose to create a special provision for tax benefits attributable to tax contests and wrote an example to specifically illustrate this possibility as applied to a Mexican tax dispute is particularly striking. Agreements aren’t written in a vacuum – clients and lawyers discuss what should and shouldn’t be covered.

Why Things May Not Be As Bad As They Seem

Generally, foreign tax credits can be carried back one year and forward ten years (two and five for pre-2005 tax years), and refund claims must generally be made within ten years of the year to which the foreign tax payment relates.  If Pride can’t immediately use a credit, the present value of the credit is diminished, but this mechanism seems a potential way of mitigating the hit to HAWK of some of the Mexican judgments in a worst-case scenario.

In the absolute “best-case version” of this worst-case scenario, if credits were immediately usable by Pride and were allocated to Seahawk under the Agreement, requiring payments from Pride to Seahawk, payments to the Mexican tax authority for certain disputes could theoretically be “free” because the payments were offset one-to-one by immediately usable tax credits.[3] Moreover, the anticipation of needing to make a payment for which a compensating tax benefit payment by Pride may not arise until a future date could theoretically serve as a catalyst to dispose of less desirable rigs to provide interim liquidity. Such a sale could potentially generate taxable income to utilize tax benefits and put optimistic assessments of liquidation value to the ultimate test.

But what if HAWK wins?

Alternatively, there are scenarios in which the Mexican judgments could be a non-issue. HAWK could conceivably win some or all (as they appear to have done at a lower court in one dispute currently in appeals) of the cases. As another possibility, because the 10-K states that certain disputes are against subsidiaries that lack net assets or material operations, it appears conceivable that Mexico could be unable to collect in certain cases even if it does win (though query whether this could create politically-sensitive issues with respect to future rig business from state-owned Pemex).

With all these moving parts, it’s surprising that there is no direct discussion in HAWK’s filings that tax payments in the Mexican disputes could yield offsetting tax benefits. Rather, the 10-Q simply sets out the estimated maximum gross exposure without its connection to the Agreement, and only separately points out that the Agreement requires each party to reimburse the other in the event of a tax benefit arising from a tax dispute. I think it is unlikely that many people have taken the time to parse the interaction between the Agreement and the ongoing disputes, and I wonder if many investors are overweighting the disputes in their valuation of the company.


Taxes alone should (almost) never be the catalyst for an investment.  Without higher rig utilization, a favorable liquidation, or an asset sale, the cash burn could overwhelm the company, and potential tax benefits generally can’t save a firm if the underlying business model is unsustainable. HAWK is a highly risky play in a sea (or Gulf) of question marks, but one for which the risk may be justified by margin of safety and possibly significant upside, if one can stomach the volatility.

The author is currently long HAWK.

This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security

[1] It should be noted that the most recent 10-Q of Hercules Offshore, a competitor of HAWK’s, reports that Hercules settled multiple Mexican tax disputes for approximately $10.8m. Although both Hercules’ and HAWK’s filings mention that the disputes involve Mexican tax deductions, the extent of any issue overlap is unclear.

[2] In general, and with considerable limitations, a U.S. taxpayer may claim a foreign tax credit for foreign taxes paid with respect to activities carried out in a foreign branch, and may claim an “indirect” foreign tax credit upon repatriation of earnings from a foreign subsidiary in which it holds sufficient ownership.

[3] It should be noted, however, that Pride reported $25.5m in foreign tax credits of its own on its last 10-K which begin to expire in 2017. Therefore, it is unclear whether any tax benefits would be immediately usable by Pride for the tax year in which the benefit ultimately relates, or even during the carryback or carryforward period allowed under U.S. tax law, but the fact that Pride does not record a valuation allowance against its existing U.S. deferred tax assets suggests that Pride expects future profitability to allow it to use its tax benefits at some point.

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Further to my Seahawk Drilling, Inc. (NASDAQ:HAWK) liquidation value post, I set out below the slightly more optimistic valuation of HAWK’s rigs if they can be sold as operating rigs. Here is a guide to the second-hand market for rigs (click to enlarge):

I’ve combined it with the list of HAWK’s rigs and their operating status from the July 2 Drilling Fleet Status Report to calculate the approximate second-hand market value of HAWK’s rigs:


Although a handful of HAWK’s rigs were built prior to 1980, I’ve assumed that the recent upgrades make the rigs saleable in the second-hand market. There is no market value for the 300′ MC (mat cantilever). 250′ MCs sell for around half the market price of 250′ ICs, so I’ve assumed that 300′  MCs might sell for half the price of 300′ ICs, which is $60M. I’ve also assumed that most of the cold-stacked rigs can be made operational with little expense, as Randy Stiller indicated in the presentation to the Macquarie Securities Small and Mid-Cap Conference. Stiller mentioned that two rigs require significant cap ex to be returned to operational status, although it isn’t clear which two or what “significant” means in practice. I’ve assumed that the 80′ MC is saleable only for scrap at $5M.


I calculated that HAWK was worth around $154M in the more dour liquidation scenario, assuming that the rig value was $230M. This valuation suggests HAWK could be worth another ~$150M in rig value if most of the rigs can be sold as operational, which implies a liquidation value around $300M or around $25 per share. The risks are the cash burn and the Mexican tax issue, both of which I’ll examine in detail at a later date.

Hat tip John.

[Full Disclosure: I hold HAWK. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]

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Seahawk Drilling, Inc. (NASDAQ:HAWK), which I’ve posted about before, has taken a pounding over the last few days, down over 11% just yesterday to close at $9.61. It seems crazy to me. HAWK is cheap as a going concern, but with its market capitalization at $113M, it’s now at a hefty discount to its liquidation value. Here’s how I figure it:

Here’s a list of HAWK’s rigs and their operating status from the June 9 Drilling Fleet Status Report:

There are two possible liquidation values for HAWK rigs. In the slightly more optimistic scenario, HAWK’s rigs are sold off as operating rigs to other drillers in the Gulf of Mexico. In the other more dour scenario, some of HAWK’s rigs are sold for scrap. HAWK is trading at a discount to both values.

Rig resale values

In March and April this year, ENSCO Plc (NYSE:ESV) sold three 300′ ILC rigs from the same vintage as HAWK’s rigs for ~$48M a piece (see press releases here and here). These are clearly higher specification and therefore more valuable than HAWK’s rigs, but the sales do provide some insight into recent market conditions. Here’s a chart from HAWK’s presentation (.pdf) to the Macquarie Securities Small and Mid-Cap Conference on June 15 and 16 showing comparable sales since 2004:

When 300′ ILCs have sold in the past for ~$48M, rigs comparable to HAWK’s have sold for around $15M each. HAWK is presently trading as if its rigs are worth only $6M each. Retired rigs have sold recently for between $5M and more. Hercules Offshore, Inc.’s (NASDAQ:HERO) 31 December, 2009 10K is illustrative:

Additionally, the Company recently entered into an agreement to sell our retired jackups Hercules 191 and Hercules 255 for $5.0 million each.

In June 2009, the Company entered into an agreement to sell its Hercules 100 and Hercules 110 jackup drilling rigs for a total purchase price of $12.0 million. The Hercules 100 was classified as “retired” and was stacked in Sabine Pass, Texas, and the Hercules 110 was cold-stacked in Trinidad. The closing of the sale of the Hercules 100 and Hercules 110 occurred in August 2009 and the net proceeds of $11.8 million from the sale were used to repay a portion of the Company’s term loan facility. The Company realized approximately $26.9 million ($13.1 million, net of tax) of impairment charges related to the write-down of the Hercules 110 to fair value less costs to sell during the second quarter of 2009 (See Note 12). The financial information for the Hercules 100 has historically been reported as part of the Domestic Offshore Segment and the Hercules 110 financial information has been reported as part of the International Offshore Segment. In addition, the assets associated with the Hercules 100 and Hercules 110 are included in Assets Held for Sale on the Consolidated Balance Sheet at December 31, 2008.

During the second quarter of 2008, the Company sold Hercules 256 for gross proceeds of $8.5 million, which approximated the carrying value of this asset.

The rigs have a resale value well beyond the price implied by the company’s stock. Not convinced they can all be sold as operating rigs? How about as scrap?

Scrap value

In this audio of the presentation to the Macquarie Securities Small and Mid-Cap Conference, Randy Stilley, the President and CEO of HAWK, says in relation to the slide below, that the value of the scrap steel and equipment on HAWK’s rigs is worth roughly $8M to $9M each:

Randy Stilley (at about 21 minutes into the presentation):

This is something that is just kind of amazing in a way. If you look at the underlying asset value of our rigs: five million dollars. The scrap value of a jackup is about eight or nine [million dollars], and that’s assuming that you get almost nothing for the steel and you just start taking stuff off of there; mud pumps, engines, top drives, cranes, draw works. If you start adding all that up, that alone is worth more than our current asset values based on our equity.

Now you can also say, “Well, if they’re not working, they’re not worth much,” and we’re not likely to just start cutting them up for scrap, but I think that’s kind of an interesting reference point that you don’t want to forget about because we’re trading at a very low value today.


If the ten cold stacked rigs are worth $80M in scrap, and the ten other operating rigs are worth $150M ($15M each), HAWK has $230M in rig value. Add HAWK’s $88M in cash and receivables, and deduct HAWK’s $164M in total liabilities, and HAWK is worth $154M in the most dour liquidation scenario. With a market capitalization of $113m, HAWK is trading at a hefty discount to this value, and HAWK is too cheap. It’s burning cash, it’s got a chunky payable to Pride and some Mexican tax issues, but subliquidation value never materializes without hair.

Hat tip BB.

[Full Disclosure: I hold HAWK. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]

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Update: Links to Ben’s post have been fixed.

In September last year Ben Bortner provided a guest post on Seahawk Drilling (NASDAQ: HAWK). I said at the time that HAWK was not a typical Greenbackd stock, but it warranted consideration at a discount to Ben’s estimate of liquidation value. HAWK has been cut in half since Ben’s post for reasons unforeseeable at the time (see Ben’s excellent September post for the background) and it seems to be living in interesting times, which makes it a typical Greenbackd stock, to wit:

HAWK was cheapish before BP filled the Gulf of Mexico with oil and golf balls (to paraphrase Wyatt Cenac on The Daily Show, BP’s challenge now is to remove the impurities from the Gulf, namely the dead shrimp and the seawater). Prior to the spill, low natural gas prices and the credit crunch led to reduced fleet utilization and day rates that had hurt drillers in the Gulf of Mexico generally. Several problems specific to HAWK – a largish Mexican tax dispute and older jackup rigs in an environment where a slew of new rigs are in production – made it cheaper still. BP’s oil spill and the accompanying regulatory uncertainty have caused a perfect storm for HAWK, which may lead to a liquidity crisis. In short, that’s why I like it. The mere absence of bad luck should see this stock trade higher.

It looks very interesting at a big discount to liquidation value. At its $12 close yesterday HAWK has a market capitalization of $142M, which is 30% of its $443M or $36.6 per share in tangible book value as at March 31. It’s got $6.5M in debt and $73M in cash and short term investments. Cash burn is around $10M per quarter if demand for the rigs doesn’t pick up. The moratorium on drilling applies to deep-water drillers, and HAWK’s rigs are shallow water rigs, so permitting is not the reason for the cash burn – it’s insurance and overcapacity. That said, it seems that demand for HAWK’s rigs is improving.

On the other hand, here’s the bear case from August last year on HAWK’s prospects in less interesting times.

[Full Disclosure: I hold HAWK. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]

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