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Fernbank Partners LLC

www.fernbankpartners.com
info@fernbankpartners.com

May 18, 2011

VIA ELECTRONIC MAIL & MEDIA/PRESS

European Union Citizens, Member States & Institutions

RE: ONE TIME OPPORTUNITY TO RECEIVE APPROXIMATELY 10% (€11,500,000,000) OF GREECE’S


OUTSTANDING €110,000,000,000 DEBT FROM 2010, INSTEAD OF 1% (€1,400,000,000)

Dear European Union Citizens, Member States & Institutions:

In this letter, we offer a solution, which will go a long way in helping prevent a likely Greek sovereign default. It is not a
comprehensive solution, but a strong start to a daunting circumstance. Please kindly give it your consideration.

We are long-term stakeholders in a partially state-owned Greek company, the Greek Organization of Football Prognostics
(“OPAP”). We recognize and understand the demands upon the Hellenic Republic of Greece’s Government (“Greece” or
“Greek(s)”) to sell its interest in certain assets, including its approximate 34% ownership interest in OPAP. Generally, these
asset sales by Greece are appropriate as it must generate additional funds before requesting further assistance from the
European Union (“EU”) and Greece’s creditors (“Creditors”). However, in the case of OPAP, the EU and Creditors may
be leaving about €10,000,000,000 on the table, which can be used to repay an additional 9% of Greece’s €110,000,000,000
debt owed to Creditors. By negotiating several requirements regarding OPAP with Greece, the EU and Creditors can assist
Greece in realizing significantly larger proceeds from a sale of OPAP, and hence a substantially larger repayment from
Greece. If the EU, Creditors and Greece are patient and act sensibly through cooperation, the careful handling of OPAP
will provide Greece an opportunity to pay down at least 10% of the €110,000,000,000 funds borrowed in 2010. We
recommend and set forth these “Required Actions” (three of which are already up for discussion – items 1, 2 & 4):

1) ACTION: Greece extending OPAP’s license as the sole operator of lottery and sports betting until at least
2041.
EFFECT: OPAP’s value immediately increases substantially because of how it is valued. We believe that the
best manner to value OPAP is a conservative annuity calculation based on the life of the government gaming
contract with a terminal value of zero. Currently, the gaming contract has a remaining life of nine years; we are
proposing adding twenty-one years to the life of this contract, which significantly raises the value of the annuity
calculation.

2) ACTION: Greece legalizing and selling OPAP an exclusive contract to operate its online gaming market until at
least 2041 (currently, online gaming is illegal in Greece and it is estimated that 50% of all gaming in Greece is
done through illegal online gaming).
EFFECT: Properly implemented, Greece should be able to reduce illegal online gaming to 25% of the online
market with OPAP retaining the 75% balance. Under such conditions, we estimate that, OPAP would
immediately increase annual revenues from €5,100,000,000 to about €8,400,000,000. Annual income would

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similarly increase from €576,000,000 to about €1,000,000,000. The following is a conservative three-year
estimate. Our present value calculation above assumes a base net income figure of €1,250,000,000, which is the
estimated net income of OPAP in 2013 after the Required Actions are taken (almost certain to be understated)
and is adjusted for inflation going forward.

3) ACTION: Agree, for a future acquirer’s benefit, not to change OPAP’s tax status/rates/structure until at least
2041.
EFFECT: A future acquirer of Greece’s OPAP stake will factor into the price paid the likelihood that Greece
will raise taxes on OPAP once it disposes of its interest.

4) ACTION: The EU settling the European Court of Justice case between Stanleybet International and OPAP,
allowing Greece to govern their sovereign gaming industry.
EFFECT: This provides certainty of OPAP’s future earnings, which should be reflected in an increased market
price. Meanwhile, a future sale of Greece’s OPAP interest to an EU-based gaming company or companies,
subject to Greek regulatory oversight, may obviate this legal issue and further foster a single market in the
European Union.

5) ACTION: Labor requirements for OPAP’s future acquirer ensuring the Greek employees of OPAP their jobs
and reasonable wages.
EFFECT: Resolving some of the concerns of Greek public-sector employees and citizens regarding the impact
of privatization on employment matters.

The EU, Creditors and Greece can quickly implement the “Required Actions” listed above. Items 1, 2 &4 are being
discussed and contemplated in Greece, with final details forthcoming. Items 3 & 5 are newer ideas, which Greece can write
into law. To further address the concerns of the EU and Creditors, Greece can readily offer additional guarantees regarding
OPAP: (a) to pay all dividends received from OPAP to debt service payments and (b) set a timetable for the Republic’s sale
of its OPAP stake once the Required Actions are taken. Please note that OPAP currently pays approximately 85% of its net
income in dividends on a biannual basis.

How do we arrive at the figure of €11,500,000,000? Assuming the Required Actions we recommend regarding OPAP are
promptly implemented, we just need to add up the numbers to arrive at an estimate of the net valuation effect of the
Required Actions. We calculate that OPAP’s present value after the Required Actions are taken will be about
€34,000,000,000. This is based on an annuity calculation for the next thirty years (until 2041) and on the above mentioned
2011 – 2013 projected numbers once the Required Actions are taken. Under this scenario, Greece’s approximately 34%
stake would be worth €11,662,000,000, (we rounded down to €11,500,000,000).

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FERNBANK PARTNERS LLC

Annuity

Options Terms Realizable Value (34% of “Realizable Value”)

annuity pays €576 million annually (adjusted for inflation) for


Annuity Option (1) €6,000,000,000 €2,040,000,000
the next 9 years

annuity pays €1250 million annually (adjusted for inflation) for


Annuity Option (2) €34,300,000,000 €11,662,000,000
the next 30 years

Privatization

Options Terms Realizable Value (34% of “Realizable Value”)

OPAP Privatization Immediate Privatization without imposing the "Required


€4,300,000,000* €1,462,000,000
Option (1) Actions"

OPAP Privatization
Imposing the "Required Actions" then Privatize €34,300,000,000 €11,662,000,000
Option (2)
*The difference from the Realizable Value in Annuity Option(1), we believe, to be from the cloud of uncertainty looming over OPAP.

In a letter to the Greek Finance Minister dated December 30, 2010, we explained how OPAP could be made more
profitable through two steps: (1) extending OPAP’s license agreement beyond 2020 and (2) legalizing online gaming and
selling OPAP the exclusive license. Our letter was intended to increase Greece’s revenues in order to improve its debt
servicing abilities in light of the financial assistance it received in 2010. Based on Greece’s actions regarding OPAP since
our letter was sent, it appears that the relevant authorities have realized the merit of our recommendations.

Our recommended approach would dramatically increase the value of OPAP and thus Greece’s 34% stake. Under our
approach, when sold by Greece, this stake would produce a significant repayment from Greece to its Creditors.
Implementing the Required Actions only needs finalization of three Required Actions and cooperative negotiation of the
other two items. Failing to implement the above proposal and forcing the Hellenic Republic to sell OPAP, without taking
the Required Actions, could forever destroy the chance to recover an additional €10,000,000,000 (difference between
€11,560,000,000 and €1,400,000,000, rounded down) for the Creditors. This would be a terrible error for all parties
involved.

Why would this be a dreadful blunder? A sale without implementing our Required Actions does not benefit any party privy
to this issue, including but not limited to, the EU, Creditors, Greece’s government and economy, Greek employees and
independent operating agents of OPAP, nor OPAP’s shareholders. Such a move will reduce Greece’s revenues and thus its
long-term debt servicing abilities, increasing the likelihood of future defaults. Furthermore, under the current economic and
media climate Greece is likely to fetch a sale price substantially lower for its stake in OPAP than at a future opportune time
after the business value has been increased through the implementation of the Required Actions. It is important to note
that OPAP currently has a low P/E ratio, especially when compared to other gaming companies in Europe; this is largely due
to the uncertainty surrounding OPAP’s future. It is possible that the mere announcement of implementation of our
recommended Required Actions might change the market’s outlook on OPAP and adjustment to a P/E Ratio more in line
with other companies in OPAP’s industry, which will in turn raise OPAP’s market price and Greece’s value of its holding.

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FERNBANK PARTNERS LLC
OPAP’s current numbers:
Market Price: €4,300,000,000
Greek Stake: €1,462,000,000
Revenues: €5,140,000,000
Net Income: € 576,000,000
Long-Term Debt: € 0
P/E Ratio: 7.5

Do the Creditors want to receive today a mere €1,462,000,000 to put towards repayment of the Republic’s debt? Or would
the Creditors rather receive about €11,500,000,000 in the near future (plus dividend income until the sale)?

Available to Creditors Through Privatization


OPAP Privatization Value Realizable Value
(34% of “Realizable Value”)
Immediate €4,300,000,000 €1,462,000,000
After “Required Actions” €34,300,000,000 €11,662,000,000
Economic Benefit of “Required
€30,000,000,000 €10,200,000,000
Actions”

As of May 18, 2011, OPAP’s market value was approximately €4,300,000,000, of which €1,400,000,000 is potentially
available to Creditors through privatization (equivalent to Greece's 34% ownership interest in OPAP).  €1,400,000,000 is
only 1.3% of the €110,000,000,000 debt owed by Greece. The prompt implementation of our proposed "Required Actions"
would increase the realizable value of OPAP to about €34,000,000,000, of which €11,500,000,000 would be potentially
available to creditors through privatization (equivalent to Greece's 34% ownership interest in OPAP).  €11,500,000,000 is
about 10.5% of the €110,000,000,000 debt issued in last year’s bailout of Greece, enough to build some confidence and
repay a meaningful amount of Greece's outstanding debt.  

We remain ready and willing to discuss this matter in greater detail, to work with, advise and assist any and all interested and
relevant parties concerning our Required Actions for OPAP. Our contact information is provided on the letterhead. Please
contact us at your earliest convenience.

Best Regards,
Matthew C. Pauls & Alex Tabatabai, Esq. // Fernbank Partners LLC

Disclosure: Fernbank Partners LLC manages Fernbank LLC, which owns shares of OPAP as a long-term investment.

Cc: Financials Times (London) (Copy to: Lex Column); Wall Street Journal (New York) (Copy to: Jason Zweig) (Copy
to: Terence Roth) (Copy to: Costas Paris) (Copy to: Alkman Granitsas); International Times Herald (New York);
Bloomberg (New York); Naftemboriki (Athens); Imerisia (Athens); Kerdos (Athens); Isotimia (Athens); Express
(Athens); OPAP S.A. (Athens); Hellenic Republic of Greece’s Parliament (Athens); Prime Minister of the Hellenic
Republic, George Papandreou (Athens); Finance Minister of the Hellenic Republic of Greece, Giorgos
Papakonstantinou; Wolfgang Schäuble, German Finance Minister; Jörg Asmussen, German Finance Ministry state
secretary; Handelsblatt (Germany); Nihon Keizai Shimbun (Japan); Luxemburger Wort (Luxemburg); Washington
Post (Washington DC); Le Monde (France); Chicago Tribune (Chicago); Hong Kong Economic Times (Hong
Kong); Turkish Finance Minister, Mehmet Şimşek (Istanbul); Danish Minister of Finance, Claus Hjort Frederiksen
(Copenhagen); Chancellor of the Exchequer, George Osborne (London); Olli Rehn, European Monetary Affairs
Commissioner (Brussels); Jean-Claude Trichet, President of the ECB (Frankfurt); John Lipsky, First Deputy
Managing Director of the IMF (Washington DC)
Attachments: Fernbank Partners LLC letter to the Greek Finance Minister dated December 30, 2010.

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FERNBANK PARTNERS LLC

Appendix

“Required Action Summary Sheet”

Status ACTION EFFECT Notes:

Increases number of future


Cash Flows (Currently, the
gaming contract has a
remaining life of nine years,
Current Greece extending existing and licenses OPAP Privatization
1 we are proposing adding
(Revision Needed) until 2041 increase by €10B
twenty-one years to the life of
this contract, which
significantly raises the value of
the annuity calculation)

Greece selling OPAP an exclusive


Current Significantly Increases OPAP’s Revenue Increase: €3B
2 contract to operate its online gaming
(Revision Needed) Earning Power Income Increase: €500M
market

Agree, for a future acquirer’s benefit, not Ensures predictability of future


New 3 to change OPAP’s tax status/rates/ Cash Flow Stream for future
structure until at least 2041 acquirer

The EU settling the European Court of Strengthens predictability of


Current Justice case between Stanleybet future Cash Flow Stream,
4
(Closure Needed) International and OPAP, allowing Greece which makes OPAP more
to govern their sovereign gaming industry attractive for acquirer

Labor requirements for OPAP’s future Resolves some of the concerns


of the Greek public-sector
New 5 acquirer ensuring the Greek employees of
employees regarding
OPAP their jobs and reasonable wages privatization

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