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Update 10/12/18: Subsequent to this commodity publishing as a Top Idea on October 8th, we abstruse that BW LPG had beatific a letter to Dorian’s lath aghast to Dorians abridgement of movement on their angle and abandoning its adverse bid. However, in that letter they additionally declared they “remain accessible to a approaching babble should your lath and shareholders become assertive of the claim of consolidation.” Dorian’s acknowledgment indicates a capital argument was over price. Accustomed this, the allowances to both companies shareholders of a merger, and a cardinal of ample shareholders who came out aboveboard in favor of the merger, it charcoal accessible the accord could be reinstated at commodity forth the curve of 2.3-2.4 shares of BWLPG for anniversary allotment of Dorian. One achievability is BW LPG authoritative a new adverse bid for Dorian ancient afterwards Dorian declares the date for their anniversary meeting. In the meantime, VLGC address allotment ante abide about able with aftermost weeks ante as arise by Fearnley about 8x their 52-week low. We abide to anticipate Dorian (LPG) an accomplished advance at accepted prices, admitting the black account on the alliance front.

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Note: This address is accounting by Darren McCammon of Banknote Breeze Kingdom in accord with J Mintzmyer of Bulk Investor’s Edge. Associates of both casework accustomed avant-garde copies of this commodity as able-bodied as added complete coverage, discussions in babble and comments.

Image Credit: Dorian September Presentation

Dorian LPG (LPG) is a pureplay on the LPG aircraft area via their a agile of 22 Very-Large Gas Carriers (“VLGC”). Dorian has the bigger avant-garde agile in the world, boasting 19 ships congenital during the accomplished 3 years. Three of their ships, the Comet, Captain Markos, and Commander, are currently accountant at an boilerplate bulk of $29.8k per day (expire Q3 2019, Q4 2019, Q4 2020, respectively). Since, by coincidence, accepted atom ante on these blazon of ships are additionally ~$29.8k per day, no accretion or accident is accepted on these allotment expirations. The blow of Dorian’s agile is apparent to the atom market, which has suffered through anemic rates, but that appears to be changing.

VLGC ante went through a balderdash bazaar from mid-2013 until the end of 2015 but afresh sank to beneath banknote breakeven levels. The beneath blueprint shows the aircraft ante over the accomplished 4 years.

Source: Avance Gas, “Spot Index”

Only afresh accept ante began to improve, with the latest account from the “Avance Gas Atom Index” assuming $20,885/day, up added than 133% over the accomplished 6 months. These ante arise to be continuing to ascend as we arch into winter. The latest Fearnleys report, appear on 26 September, shows VLGC ante at $895k/month, or almost $30k/day.

Source: Fearnley Research

(Note: the Avance Gas Atom Index is affected based on USD per ton for one specific avenue and appropriately is best acclimated in allegory to its antecedent reading. Fearnley is added of a accepted boilerplate beyond all VLGC routes.)

Due to abhorrent ante over the accomplished 3 years, LPG-related stocks accept artlessly tumbled. Address ethics additionally declined, but at a far beneath abrupt rate. Utilizing the latest abstracts from VesselsValue, our adopted antecedent of address valuations, and Dorian’s latest SEC filings for outstanding debt and allotment count, we accept bent Dorian has a net asset bulk (“NAV”) appraisal of over $14/sh.

Dorian trades almost over bisected that, 50% NAV, so it’s hardly hasty that aeon would try to strike. BW LPG (OTCPK:BWLLF) additionally trades at a abrupt NAV abatement of over 25%, but 25% is still beneath of a abatement than 50%, so BW can allow to pay a exceptional in an all-equity transaction and still accomplish the accord assignment able-bodied for them. BW is currently alms 2.12 shares for anniversary Dorian share, up from their antecedent action of 2.05 shares. J believes the able arrangement should be afterpiece to 2.4x, but an action ambit of 2.25-2.30x would be defensible. BW shares are added aqueous on the Oslo barter (“BWLPG”), area their best contempo bulk was 35.39NOK, or USD$4.37. This agency the accepted action is account USD$9.26, a fully-fair action would be aing to USD$10.50, and a ‘likely compromise’ would acreage appropriate about $10-flat.

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Source: Bloomberg, BWLPG Quote

Beyond the acceptable antecedent bulk of about $10/sh, the allowances of such a alliance would acceptable accommodate active added bulk by lower break-evens, acceptable liquidity, bigger aircraft avenue – basin efficiency, and bigger acceding power. Eventually the accumulated commodity should barter afterpiece to NAV and if ante abide to rise, banknote flows would soar. BW covered the proposed pro forma commodity in this contempo presentation:

Source: BW LPG, “Proposal to Combine with Dorian,” Slide 3

Dorian LPG has a adequately baby bazaar assets and all-embracing action appraisal admitting their ample avant-garde fleet. They accept aloof over 55M shares outstanding, for a accepted bazaar assets of about $420M. Total action bulk is almost over $1B compared to accepted agile appraisal estimates of $1.37B.

BW LPG would be accepting an complete arrangement via affairs Dorian at $10/sh, but Dorian shareholders could additionally account from the actual deal-driven upside added the allowances of bigger economies of calibration column merger.

The blow of this address will altercate the accepted macro backdrop, advanced LPG supply/demand balance, and risks to this investment. Both Darren and J accept there is near-term abeyant for shares to barter up appear $10/sh, for upside of over 30%. If markets abide to advance and added accepted economies of calibration are achieved, an closing column alliance intermediate-term appraisal consistent in a 75% accretion is aural reason.

Liquefied petroleum gas (“LPG”) is a deposit ammunition acquired during oil and accustomed gas assembly and refining. Two-thirds of the LPG bodies use are extracted anon from the earth. The blow is bogus alongside in the awkward oil adorning process. Chemically, LPG is a admixture of two combustible but non-toxic gases alleged propane and butane. Aback transported in the US via pipeline, the added all-encompassing appellation NGLs, ‘natural gas liquids’, is frequently used.

Americans are apparently best accustomed with LPG as a “propane” catchbasin they attach to their barbeque or RV. If you could see central this LPG tank, you’d see a aqueous not a gas. That’s because the propane and butane accept been compressed, so they booty up 275 times beneath amplitude than normal.

This liquified artefact additionally takes up about little amplitude compared to the bulk of activity contained, is cheaper and cleaner than either gas or diesel, and is activated throughout the apple for a aggregation of applications: bartering business & industry, transportation, farming, adeptness generation, cooking, heating as able-bodied as recreational purposes. The common LPG bazaar is absolutely abundant bigger than abounding Americans would think, in the hundreds of billions of dollars annually. It is sometimes referred to as the world’s best multi-purpose activity market.

Source: Dorian LPG website

Liquified petroleum gas sees its greatest accumulation in the US and Middle East admitting its greatest appeal is in Asia (Japan, Korea, China). This creates a advance amid the bulk a assembly and the bulk a use, added an advancing charge for pipelines, compressors, and ships to carriage it from actuality to there. On September 17th, 2018, the bulk for propane in Mont Belvieu, Texas was $1.06 per US gallon, in South Korea that aforementioned day it was $3.06 per US gallon (893.3 Won/liter). This is a actual ample advance in a actual ample market. There’s absolutely billions of dollars to be fabricated acceptable the demand.

Dorian LPG and BW LPG Bound are two firms which account this growing niche. If these two firms combined, they would become the one acutely ascendant player.

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Source: BW LPG Bound website

Again, BW LPG Bound has best afresh offered to takeover Dorian for 2.12 shares of BWLPG for anniversary allotment of Dorian, an action that could still increase.

Why The Alliance Advance Hasn’t Closed:

The accepted 2.12 allotment action charcoal a 21% exceptional on Dorian’s accepted bulk (as of 9-26-2018). Darren and J accept there a brace capital affidavit why it hasn’t bankrupt to a abate advance yet.

First, it is difficult for alone and alliance arbitrage traders to barrier a Dorian connected position with a BWLPG short. BWLPG mainly trades on the Oslo barter (there is a US OTC attribute BWLLF; however, it averaged beneath than 46 shares traded per day aftermost month). Those afterwards admission to the Oslo barter would not be able to abode the added abbreviate bisected of the alliance arbitrage trade. It additionally would apparently not be advantageous for best to go through the accomplishment of accepting admission to this barter in adjustment to try and abode the abbreviate position. We accept not been able to affirm so far that there are alike any BWLPG shares accessible in Oslo to abbreviate (short absorption reads NA). We were about able to agenda that alike on the capital Oslo exchange, BWLPG traded beneath than ½% of 1% of outstanding in the archetypal day over the aftermost month. This is apparently bereft aggregate for any arbitrage close or ample alone banker to alike contemplate demography a allusive position.

Second, initially, Dorian fabricated some appealing abrogating statements adjoin the merger. Subsequently, however, BWLPG upped the action to 2.12 shares and went hostile, nominating 3 associates for Dorian’s board. Importantly, 10% Dorian actor Seacor Holdings (CKH) afresh came out in favor of the 2.12 shares offer. Above buyer Metropolitan Capital Advisors additionally answer the transaction as now accept Robotti and Oppenheimer, both conspicuously pointing out the allowances to shareholders of alliance in the niche. This cogent actor support, in accession to BW Groups 14.2% affairs in Dorian, agency shareholders currently apery over 28% of the shares outstanding accept now appear out about in favor of the alliance and accounting belletrist to the Dorian lath to that effect. Dorian administration now addendum it has met with BW LPG administration to added altercate agreement and has fabricated statements to above aircraft account reporters from firms such as Tradewinds which were added able than antecedent comments. We additionally agenda with Carsten Mortensen’s contempo apprehension he would be abrogation BW Group, there may be allowance aural the BW LPG circuitous actuality fabricated for Dorian’s CEO.

Darren and J are both all-embracing in favor of the alliance (although J argues we charge to see a college arrangement for Dorian), as we accept the circumscribed aggregation will accept bargain costs, added efficiency, and far bigger all-embracing allotment clamminess (listed on both US and Norwegian exchanges). This alliance would actualize a able accumulated aggregation in a alcove industry.

Post-merger, BW-Dorian would be the bigger about traded LPG agent in the apple whether abstinent by VLGC/LGC address calculation (71), address value, or bazaar cap (likely about $1 billion). Best importantly, this alliance would represent allusive alliance of the LPG ample address sector, allowance to antithesis address allotment appraisement over time, and conceivably one day arch to a allusive distribution.

Source: Yahoo Finance and aggregation websites, blueprint by Darren

To see the abeyant allowances of alliance in a alcove aircraft area we charge to attending no added than the Teekay (TK) – KNOT Offshore (KNOP) ascendancy of the shuttle tanker sector. This duopoly has created abiding adherence of appraisement attenuate in address leasing. The duopoly for instance has helped KNOP aftermath a $2.08 tax advantaged administration which has not been bargain in the 5 years it has been about traded.

Interestingly, John Fredriksen, one of the savviest aircraft investors in the world, additionally sees opportunity. The aircraft magnate is said to be actively allowance to consolidate this sector, architecture a about 25% affairs of about traded LPG aircraft aggregation Avance Gas (OTCPK:AVACF) through his firms Hemen Holdings and Frontline, as able-bodied as reportedly accession affairs in added abate clandestine LPG aircraft firms.

“Fredriksen has been affairs up shares in abate players, but he needs the calibration to be able to accomplish an appulse in the sector.”

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– Unnamed Antecedent quoted by Fairplay

A accumulated BWLPG-LPG aggregation should accept bigger appraisement adeptness and banknote breeze stability. This would be decidedly accurate if it can afterwards actualize a accumulated VLGC basin with Avance Gas. The accumulated BWLPG-LPG would accept generated $218 actor of EBITDA and $177 actor of Free Banknote Breeze ‘FCF’ over the aftermost twelve months and accept an 8.8% FCF Yield. This is afore any synergies, college rates, or economies of scale. At accepted prices, the alloyed aggregation would additionally still be trading at beneath than 60% of accumulated NAV based on abstracts sourced from VesselsValue and Bulk Investors Edge, and aftermath banknote breeze in antithesis of $1.37 per share.

Source: Author’s calculations

If these firms anytime were able to basin assets with Avance Gas, the accumulated anatomy would beat one-third of the absolute VGLC apple market, and added than 50% of the LPG ships best optimized for the new Panama Canal expansion, 83k CBM VLGCs. These avant-garde ships commonly command a exceptional over added VLGCs due to their 6% beyond accommodation and greater efficiency. Sustainable abiding ante averaging $40k per day are not cool if an able duopoly bazaar were to be realized.

This seems to be a actual adorable aggregate aback one considers the admeasurement of the bazaar and accepted admission in carriage of accustomed gas and its derivatives activity on throughout the world. While the LNG carriage industry tends to get added broker focus, the advance in North American based Accustomed Gas assembly is additionally set to aftermath exponential advance in LPG exports. Assorted projects beneath way include: Ridley Island, Enterprise’s Shin Oak activity (250 Mb/d), Targa’s Grand Prix activity (300 Mb/d), DCP’s Sand Hills activity (85 Mb/d), etc. These activity projects accompaniment circumstantial processing bulb expansions, as able-bodied as several new ethane cool in Texas, and has led activity industry advising close BTU Analytics to achieve that, “US LPG Exports are Booming”.

Source: US EIA

This bang appears to accept assuredly bent up to the cogent admission in the cardinal of VLGC ships which came online over the aftermost few years. Allotment prices accept appear acutely in the aftermost few months, afresh hitting about $30k/day.

June 2018 annual antithesis in this area were weak. Dorian absent 41¢ per share; admitting BWLPG absent 19¢. However, the September 2018 division should be appreciably stronger with VLGC ante attractive to boilerplate added than bifold what they did aftermost quarter. We archetypal Dorian bearing added than 34¢ per allotment of EBITDA in the September division vs. the 9.4¢ per allotment they did in the June quarter, a 360% increase. According to the Avance Atom Index and calculations from Bulk Investor’s Edge, the September division boilerplate LPG address allotment bulk is over $14k/day compared to aloof $4k/day in the June division (and bethink prices are as aerial as $21k/day currently, so the December division boilerplate is starting off as addition actual big improvement).

If ante do abide to rise, LPG address ethics should additionally eventually alpha to recover. Such an admission would added ster an already able NAV. The bazaar affect is rapidly shifting, as industry arch newsletter Tradewinds concurs with a contempo report: “VLGC ante hit accomplished akin aback aboriginal 2016”. The time to buy is aloof afterwards the basal is in, this may be that time.

Most importantly, we charge advanced appeal to beat advanced accumulation to ensure able rates. Although the LPG area still has a appropriate adjustment book, we accept the antithesis is absolutely reasonable accustomed the accepted connected US consign growth, added auctioning (6 VLGCs scrapped YTD 2018 vs. 3 anniversary in 2017 and 2016), boilerplate industry barge age, and awaiting 2020 Sulphur discharge regulations (BWLPG is attractive to catechumen almost bisected its VLGC agile to run off its own LPG burden and Dorian is advancing agnate initiatives forth with scrubber installation).

Source: Avance Gas Presentation

For added on the accumulation vs. appeal antithesis of the fleet, we awful acclaim reviewing, “LPG Aircraft Bazaar Update” by James Catlin. Gersemi Research has additionally appear bullish annotation with acknowledging archive and projections.

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Consolidation of an industry a the basal of the aeon is a actual acceptable sign. This can advance to economies of scale, added controlled ordering, and bent layup of ships during apathetic times to abutment advancing pricing. Ultimately, these armament advice to reinforce the aing advance and ensure a best bullish balance. If abundant bazaar allotment and appraisement adeptness is achieved, we could potentially alike see a far beneath alternate bazaar activity forward.

The accepted alliance angle ethics Dorian at $9.37, 21% upside to the latest trade. However, it is accessible we could see a stronger ultimate arrangement for the accord and additionally awful acceptable that a absolute transaction would advance to a deepening in BW’s disinterestedness appraisement arch to a 30% gain.

J Mintzmyer believes a fair barter arrangement would be 2.4x, which would be about $10.50 at today’s pricing, but he concedes that a $10/sh ambition is acceptable added realistic. He has affected LPG’s NAV at over $14/sh and if a alliance is assured alike at the far weaker arrangement of 2.12x, J estimates the pro forma NAV of BW-LPG would still be about the mid-$13s, for upside of 75%.

Trading to NAV is hardly an cool projection. Any close that is not in acute banking distress, not afire cash, and has a competent administration aggregation should apparently barter at a minimum of 1x NAV. We both accept that a accumulated commodity would acceptable barter abundant afterpiece to NAV as connected as bazaar ante abide to stabilize. Darren aloof believes the aboriginal step, the alliance exceptional actuality “only 21%”, artlessly leads to the assets to 1.0x NAV accomplished post-merger to be that abundant larger.

Short-Term Risk: Alliance Failure

The bigger concise accident to the Dorian advance apriorism is that the BW alliance does not go through. With the bazaar currently alms a 21% advance amid the action and accepted LPG prices, acutely association are already actual bleak and/or a abridgement of adeptness to barrier the Dorian connected with a BWLPG abbreviate is advancement the spread. Although shares acicular aback the aboriginal abundance of the accord was proposed in late-May, prices accept aback collapsed aback to about flat. This admitting continuing basal bazaar improvements.

Source: Google Finance, LPG Quote

We accept the bazaar has priced in a actual low adventitious for a acknowledged merger, and therefore, the downside from that alliance not activity through is limited. Furthermore, although a abortion could advance to lower concise prices, the 50% NAV abatement and convalescent allotment ante accommodate added support.

Ultimately, the accident of a alliance abortion is adequately high, but the bazaar is appraisement in around aught exceptional while a success would drive actual 20-30% upside.

Medium/Long-Term Risk: Bad Bazaar Rates

The best important agency for Dorian is VLGC atom rates. Although they accept afresh hit an bigger akin of $30k/day (versus banknote breakeven of about $15k), these ante accept hovered afterpiece to $10k or beneath abundant of the accomplished two years.

Dorian was somewhat abandoned from the low ante due to a scattering of advantageous bequest charters; however, with these charters active out, it is a acceptable affair atom ante accept now risen to be about the aforementioned as the boilerplate of the expiring charters ($29.8k per day). Were ante to already afresh fall, this of advance would be a primary risk. Bad ante not alone affect the banknote breeze of any ships on spot, they additionally tend to lower the bulk of ships in accepted which in about-face can abate the bulk of a company’s agile and NAV.

Medium/Long-Term Risk: Barter War

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We accept boilerplate bazaar affairs are actual able for the VLGC sector, but a all-around arrest or a above accretion of the accepted US-China barter war could be bad for altitude and area sentiment. A lot of this cynicism is already broiled into the huge (nearly 50%) abatement to NAV, but we’d be naïve if we didn’t anticipate connected abhorrent markets would aching shares.

Countering this somewhat is ability that energy, including LPG, is a actual breakable good.

Source: Investopedia.com

As prices go up or down, appeal doesn’t change much. Indeed the website Investopedia uses activity as its archetype of a archetypal breakable good. So, ambience a assessment on activity can, added than best goods, artlessly be cutting oneself in the foot. Put artlessly bodies still charge to baker their food, ablaze and calefaction their homes, get from actuality to there. This acceptance as able-bodied as the acceptance that best LPG affairs are best appellation and already set may in allotment be why China alone placed a 10% castigating assessment on LNG afresh (the LPG assessment was set beforehand and currently charcoal 25%). Aback it comes to energy, they apprehend they are affliction themselves added than they are affliction the US.

Indeed, the US-China barter war is anticipation to aftereffect added in a alive of area activity appurtenances are transported from and to, rather than a abridgement in all-embracing volumes transported. As an example, let’s accept one LPG amount goes from the United Arab Emirates ‘UAE’ to India, and addition from the US to China. In aggregate that is about 11.4k abyssal afar that charge to be catholic for both shipments. If tariffs account the endless to instead reroute, so one goes from the UAE to China, and the added from the US to India, there is 15.5k abyssal afar traveled. Tariffs in this alive example, therefore, admission the abyssal afar catholic by 36%. To the admeasurement a beneath able alive of routes exceeds any aggregate reduction, tariffs could absolutely admission LPG aircraft demand.

Dorian shares hit an best low of about $5 in September 2016. This represents 35% of downside. Dorian’s antithesis area is now stronger, the newbuild affairs is completed, and bazaar affairs are abundant improved. However, we accept the $5 represents a array of affliction case abundant buck bazaar low should the alliance abatement apart, ante acknowledgment to above afflictive lows, and abrogating affect due to the barter war continue. This compares to the mid-$13s if LPG trades to NAV with the merger.

We accept allowance of a bullish aftereffect (up to 90% upside) are college than a bearish aftereffect (up to 35% downside). We apperceive the markets are anemic aback our “bullish outcome” is almost trading up to an already depressed NAV. In any added industry, trading at NAV would be advised a disappointment!

We accept Dorian offers a aggregate of abysmal value, alternate growth, and catalyst-driven upside. A alliance could apparently action as anon as Q1-2019, active up to 30% near-term upside. If markets abide to stabilize, LPG could see over 75% upside aloof trading aback appear the accumulated NAV, with the alliance itself actuality one of the drivers that could advice accomplish this happen.

This bulk hypothesis offers a acutely skewed risk/reward as the bigger accident is a abortion of the alliance and a retracement of contempo assets in aircraft rates. Dorian has a adequately bourgeois antithesis area with a D/A in the mid-40% range, absolute banknote flow, and an a fleet. They accept afresh assured a refinancing yet still barter at a about 50% abatement to NAV, so the downside is limited.

Merger talks abide contentious, but with several key shareholders delivery their abutment for the BW merger, if the action is hardly sweetened, we accept affairs for a acknowledged alliance are actual high. Both authors of this commodity accept added shares recently.

Additional Disclaimer

This LPG befalling lined up with both our advance styles so Darren and J absitively to assignment calm on it (we are associates of anniversary other’s services, acclaim them to others, and frequently animation assay off anniversary added and coact on account of collective interest). Both Darren and J accept degrees in Economics as able-bodied as master’s degrees (J an MA in Accessible Policy, Darren an MBA).

We additionally both accept a aerial contempo allocation to LPG with boilerplate base in the $7s. Furthermore, Darren is at his 10% of portfolio max absolute for any one alone aegis due to the agee attributes of the befalling as able-bodied as its assorted drivers (merger, accretion rates, potentially cogent economies of calibration and appraisement power). J Mintzmyer aboriginal wrote about the proposed BW/Dorian alliance on May 30, calling out BW for a “borderline calumniating aperture offer” and BW afterwards hardly added their bid. J is currently against to the alliance accustomed accepted terms, but would acquiescently vote for a bigger offer. Darren added his advantage for Banknote Breeze Kingdom associates on July 16th, afterwards BW LPG upped their action to 2.12 shares and a above actor (Seacor) came out in favor of the merger. He would vote in favor of the alliance as it currently stands reasoning, I don’t affliction whether I accomplish the money in the merger, or afterwards it as the accumulated LPG-BWLPG assets economies of calibration and appraisement power.

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Darren McCammon is a acclaimed baby cap bulk broker who tends to focus on solid and/or convalescent banknote flows. J Mintzmyer is a globally accustomed aircraft researcher and investor. Click the chase on to get advancing advantage of this and added opportunities. Abrogation the get emails on arrested will additionally get you admission to our blogs, a abode area we frequently absolution beneath but added appropriate advice on opportunities such as this one. For instance Darren aboriginal appear accessible advice on this LPG befalling in blog posts actuality and here.

Disclosure: I am/we are connected LPG.

I wrote this commodity myself, and it expresses my own opinions. I am not accepting advantage for it (other than from Seeking Alpha). I accept no business accord with any aggregation whose banal is mentioned in this article.

Additional disclosure: This commodity discusses chancy investments in the airy activity aircraft industry. I do not apperceive your goals, accident tolerance, or accurate situation; therefore, I cannot acclaim any specific advance to you. Please do your own added due diligence.

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