Wheelin’ and dealin’ with McGraw-Hill

Just what is a stock worth?

The obvious answer, of course, is what someone will pay for it. And that depends on a host of factors, including the company’s business prospects, the appetite investors have for risk, regulatory challenges and the possibility of big change at the company. Pricing stocks is a gamble with as many variables as a roulette wheel.

So it’s amusing when a self-interested investor group pegs a value for a stock, insisting that’s what it should fetch if only company managers do what the group wants them to do. Just such a group has done this now with the McGraw-Hill Cos., my hard-pressed former employer. Some will laugh while others, including shareholders such as myself, surely hope the group is close to right.

Jana Partners and the Ontario Teachers’ Pension Plan, which recently bought up some 5.2% of MHP’s stock, say the outfit is worth $65 a share. But it will take a breakup to unlock that value and lift the stock out of its mire at around $40, the JOT group suggests. JOT is pushing its vision on chief executive officer Terry McGraw, urging him to take a cleaver to an operation his family has run since 1888. The group, whose holdings top those of the McGraw family’s now, aims to jumpstart an ongoing internal strategic review the methodical McGraw has been undertaking.

JOT offers an elaborate argument to arrive at its $65 valuation. Its presentation, replete with Power Point slides filed with the SEC, includes graphs like that above that spell out in precise detail what the value of the stock would be if such elements as the conglomerate discount and the cost of management overhead were factored out. The bar on the right represents the $65 mark; the one on the left, a depressed recent price. It’s all very tidy and scientific.

Of course, it’s all wishful thinking, despite the veneer of sophistication and precise calculation. JOT, for instance, figures that investors knock $11 off the share price just because the company is a conglomerate. It pegs the cost of the corporate cost structure at $6 a share. Once those millstones disappear — poof! — the stock rises, right?. And it says a buyback of stock, together with enhanced profit margins equaling those of peers, would push up share value another $7.50. Voila, $65.

Despite the numbers, there’s really nothing new about JOT’s thinking. The view that McGraw-Hill is worth more in pieces than as a single, un-synergistic, unit is as old as the company’s diversification. Critics have long carped that Standard & Poor’s has nothing in common with the textbook division. Even within a single division, the information and media services unit, there has been little synergy: before BusinessWeek was sold in 2009 and became Bloomberg Businessweek, it had nothing in common with a group of TV stations MHP put on the market some months ago. As long ago as July 2010, I rooted for a deal of some sort myself to sort out MHP’s challenges.

The difference now, though, is the environment. S&P has been set back on its heels by a Justice Department probe of its Pollyanna ratings — terribly flawed in hindsight — of mortgage securities prior to the housing crash. News of this investigation broke just after S&P downgraded U.S. Treasury debt to AA+, an unpopular move that has riled Congressional critics. Furthermore, recently enacted law, if not changed, will strip away requirements that securities carry ratings by S&P and its competitors. No wonder the stock plunged to about $35 in early August and rival Fitch Ratings downgraded MHP’s debt a notch to A. It all threatens S&P, which is why the outfit has brought in a fix-it man from Citigroup, Douglas Peterson, to take charge.

Then, on the textbook side, hard-pressed states aren’t buying many books for students these days. And the Net is making pricey hardbacks look antediluvian, oh so pre-Kindle. Kids will always need learnin’ but they might not need to pay so much for it, at least not to textbook companies. This is an existential challenge to the company.

All these pressures, I’m sure, have pinned MHP’s shares to the floor. Oh, don’t we all pine for the days when the stock rocketed to $71, back in mid-2007. Why would it ever be worth less? Why only $65 post-breakup now? Those Canadian teachers and their buds at Jana have talked up the value a bit, adding $5 a share so far with their lushly detailed charts and sharp calculations. Thorough coverage by the Wall Street Journal has helped, too.

But the real value of McGraw-Hill won’t be set by chalk-wielding Ontario-dwellers or hedge fund speculators. The market will rule. I’m sure hoping it rules well. Anybody think MHP is worth $100 a share to some savvy buyer? Do I hear $125?

Cojones at Standard & Poor’s

You’ve got to hand it to the folks at Standard & Poor’s. It took cojones to stand up to the Treasury Department and give an honest assessment of U.S. debt and the problems of dysfunctional government. The downgrade to AA+ doesn’t make up for the misses the outfit was guilty of in the financial crisis and doesn’t atone for its seemingly willing blindness to the fool’s paradise we were living in. But its clear-eyed view of the shadows on our horizon now is worth a bundle.

The big question, though, is whether it will make a difference. The U.S. will not default, no matter how keen the GOP pols are to use threats such as that. Investors know that and they won’t flee Treasury securities. Where would they go anyway? Investors have known the same things S&P has known for months and still the yields on Treasurys are at historic lows. Putting money into the government bonds is safer than any bank, and that won’t change anytime soon, as even our tut-tutting creditors in China know.

Still, the grand game of “chicken” will continue in D.C. for the rest of the year, at least, and the downgrade could make a difference in how the game is played. The Gang of 12 – the bipartisan panel that is supposed to decide our financial fate – will have S&P’s jaundiced judgment to bear in mind as they go through their ideological faceoff. As they try to resolve problems that should have been dealt with in recent weeks, the prospect of a continued low rating, or even a further downgrade, could focus their minds on the consequences of fiscal mismanagement and dithering. Their debate, too, could keep a dead hand on the markets.

Politics, and the prospects of ousting a President, will weigh heavily on those folks, no doubt. The temptation to deny President Obama a victory – a financial resolution that would serve the country well – will be just about irresistible for half the panel. Maybe S&P’s independent judgment will prove to be a bracing slap of cold water, a reminder that the bloodsport that politics has become does have real consequences outside the Beltway. Voters could make judgments about mismanagement similar to that S&P folks made and simply throw all the bums out.

But it is too easy to cast this drama as simply a matter of gaining political advantage. This is much more than just naked opportunism. This fight is over the real and yawning ideological gulf between the parties. It is all about the longstanding argument over the size and role of government that has colored every election since at least the Reagan days. The Californian shook up prevailing wisdom in D.C. and made people believe government was the problem, not the solution – a view that is echoed decades later by the likes of Rep. Eric Cantor and, of course, the Tea Party movement.

The “two different worldviews” that divide Washington are too far apart for anything more than an armistice, Cantor suggested in a Wall Street Journal piece today. The Virginia Republican argued that expanding the welfare state and redistributing income are the central plays in the Democratic playbook. “The assumption … is that there is some kind of perpetual engine of economic prosperity in America that is going to just continue,” Cantor said. “And therefore they are able to take from those who create and give to those who don’t. We just have a fundamentally different view.”

Beyond that is the Keynesian-supply-sider divide. Keynesians such as New York Times columnist and Princeton economist Paul Krugman say Obama and Washington aren’t doing enough to use government money to stimulate the lackluster economy. By contrast, the GOP leaders invoke economist Arthur Laffer’s dictum – the Laffer Curve – to argue that tax cuts would be far more effective than government spending, especially when so much of the government money is borrowed. Variations of this debate are as old as the Great Depression and economists still are split on whether the government pulled us out that 1930s slump or prolonged it with government programs.

These are serious disputes, and unresolved economic questions. It comes to a matter of faith, of whether you worship at the Church of Laffer or the Congregation of Krugman. And, lately, it comes to a matter of who has the power to either turn on the government spigot or choke it off and, in theory, let the economy heal itself. Problem is, with a 9.1% unemployment rate, an outrageous amount of debt and the never-ending political campaign that Washington has become, the power centers and the course are anything but clear.

That’s partly why we should tip our hat to S&P. The outfit, the economic engine of my former longtime employer, McGraw-Hill Cos., didn’t bow to what had to have been enormous pressure from Washington in coming to its judgment. We can only imagine the debates that raged at company headquarters: Will this downgrade lead to higher interest costs for all Americans? What are the consequences when the economy is so weak? And what of the unlikely possibility that vengeful government regulators could make life tougher for S&P and McGraw-Hill, especially at a time when McGraw-Hill is facing pressure to reorganize or sell itself?

In fact, it’s a remarkable thing about our system that Washington can’t dictate terms to S&P. One can’t imagine that kind of independence in some other major global economies. Wall Street and Washington intersect at crucial points but neither can dictate to the other. That’s a priceless strength of our system and it would have been a sorry statement if S&P had caved to Treasury.

It is fascinating, of course, to see these warring economic visions collide. But this is no classroom exercise, no parlor game. The entertainment value is far outweighed by the size of the stakes. What Washington does will affect the livelihoods of millions, the legacy our kids inherit, and the role of the U.S. in the world. It doesn’t get much more serious than that. It will take smart and independent people to help the pols to chart the way.