I'm saying that AMA's legacy board (most egregiously then Chairman Anthony Day, ex-Suncorp) along with Suncorp (CEO Steve Johnston) likely committed FRAUD against AMA's shareholders when they, during the fog of COVID in April 2020,
massively altered the terms of the 25-year contract that governed the CapitalSmart JV that AMA had paid $400 mil. for 90% of just a few months prior in October 2019, and
did not tell AMA shareholders of the game-changing consequences of that alteration until an investor day on May 31, 2022 (the stock immediately plummeted on that little revelation from $0.1833 on May 30, 2022 to $0.125 on June 7, 2022 (-32% in a week)) . I also believe that the change in the contract terms which occured in April 2020 was so unconscionnable as to constitute an act of
corporate waste and is thus voidable from the start based on the legal doctrine of unconscionability
https://en.wikipedia.org/wiki/Unconscionability . AMA should thus be able to sue to get their money back, the entire $400 mil. + subsequent losses I estimate at $50 mil., as Suncorp is a 10% owner of the JV, and has fiduciary obligations to act in good faith and in the best interests of that JV.
When AMA paid up for CapitalSmart ($400 mil. 20x EBITDA), the high price was justified by not just expected synergies, but by a rock-solid 25-year contract (the MRSA) with Suncorp (which retained 10% of the JV, and thus was bound to act in good faith for the JV's interest) that was supposed to produce an annuity-like and growing stream of cash flow for AMA. The contract featured
annual price reviews and
protections against adverse selection. These key features were crowed about in the deal presentation and other documents. These features would have made the contract a haven during COVID and the aftermath, had they remained in place, instead they were secretly scuttled in April 2020. See page 25 of the Ocotber 1, 2019 presentation: "Ability to renegotiate MRSA terms due to changes in market through a formal
annual review process."
https://wcsecure.weblink.com.au/pdf/AMA/02154035.pdfSept. 10, 2021 AMA raises $150 mil. in stock (at $0.375 per share) and convertible bonds, but still no mention of the 3-year fixed-price CapitalSmart contract change-up (which occured more than one year prior in April 2020) in the entire 38 page presentation. Why not tell shareholders then? Because the stock would have collapsed before they could raise the funds.
https://wcsecure.weblink.com.au/pdf/AMA/02420006.pdf Meanwhile, Suncorp's CEO Steve Johnston was bragging on conference calls about how "contract pricing" was allowing Suncorp to sail through the otherwise inflationary spike without the slightest scrape to their combined ratio (while auto insurers in the US took major hits to their combined ratios as they paid up accross the board to their collision repair partners, which US insurers treated as true partners, despite not being paid $400 mil. upfront to do so!). AMA's losses and capital raises paid for Suncorp's wrongfully-obtained above-average results during that period.
3) Suncorp had a chance to make amends in advance of the July 1, 2023 repricing (after 3 years of making outrageous returns at AMA's expense), but they choose rather to keep AMA on a starvation diet, forcing yet another capital raise. AMA, either not realizing their legal recourse, or perhaps too scared to try it, simply lays down and accepts the ongoing abuse. By not alllowing AMA to make a reasonable return on its CapitalSmart investment, even after 3-years in which Suncorp massively over-earned on that contract, showed Suncorp has no intent of ever being a good partner to AMA. It was a lie from the start.
I didn't hear anything in Matt Cooper's first conference call as CEO that made me think he will be any more successful at "negotiating" with Suncorp. He didn't mention any of the history, no targeting of normal margins, no big picture strategy unveiled as to how to right all the wrongs that got AMA to this point. It was an entirely weak and uninspiring debut for AMA's new CEO, maybe better than Carl's BS and pie in the sky promises, but Matt did not reveal any vision or plan to inspire confidence or details (even KPIs that Carl used to show were no longer in the presentation). Didn't even mention the stock price. Not even to commiserate for a moment.
Suncorp clearly thinks they can drive AMA, or at least the CapitalSmart JV, into bankruptcy and maybe buy it back for little then. I think only tough legal action from AMA, or one of its larger shareholders (like billionaire Alex Waislitz of Thorney Funds), will stop that. Suncorp has put AMA into a position of borderline insolvency (with help from AMA's inept and maybe conflicted prior Board) and indentured servitude, and AMA remains barely able to pay its bills while Suncorp strings it along, providing just enough to keep them alive but just barely. I don't see this changing unless AMA fights Suncorp in court to undo the original sin of April 2020, the secret destruction of a $400 mil. contract, to the vast benefit of Suncorp, all at the expense of AMA's shareholders.
