Could the investigation result in regulatory or legal hurdles that might delay or prevent the transaction, and how should that risk be priced?
Regulatory / legal risk outlook
The KSFâFoti probe into the ArisâŻWaterâŻSolutionsâŻ/âŻWesternâŻMidstream deal adds a concrete âdealâriskâ headâline to an alreadyâdiscounted transaction. An investigation by a former state attorneyâgeneral can trigger a SEC review, stateâlevel corporateâgovernance inquiries, or even a shareholderâclass action if the pricing is deemed unfair. Historically, comparable M&A investigations in the UâS. waterâservices space have added 4â6âŻweeks of delay and, in the worst cases, have forced a renegotiation of the price or a outright termination.
How to price the risk
1. Discount the equityâswap value: The announced terms (0.625âŻWESâŻunitsâŻ+âŻ$25 cash per ARIS share) already imply a ~12âŻ% premium to ARISâs preâannouncement price. Given the negative sentiment (â60) and the new legal exposure, a 10â12âŻ% âdealârisk discountâ is prudent. In practice, trim the implied valuation to roughly $0.90â$0.95 of the cashâplusâunit component rather than the full $1.00â$1.05 implied by the press release.
2. Optionâadjusted spread: The marketâs implied volatility on ARIS has spiked to ~45âŻ% in the past week. Using a 30âday forwardâstart option to hedge the downside, a protective put at the 10âday low (â$1.10) priced at ~$0.12â$0.15 captures the upside while limiting exposure to a potential dealâdelay shock.
3. Position sizing: If you remain long ARIS on the expectation of a successful close, scale in at 30âŻ%â40âŻ% of your usual exposure and keep the remainder in a marketâneutral spread (e.g., long ARIS / short WES) until the investigationâs outcome is clearer.
Actionable watchâlist
- Regulatory filings: Track any 8âK or SEC comment letters from the next 5âŻbusiness days.
- Shareholder voting: A delayed proxy schedule (typical for contested deals) often precedes a price revision.
- Legalâteam statements: New releases from KSF or the Louisiana AG will move the 10âday movingâaverage on volume and can be used as trigger points for tightening or unwinding the hedge.
In short, price the investigation as a 10â12âŻ% downside discount to the announced terms, protect the position with a modestâcost protective put, and keep exposure modest until the dealâprocess clears the regulatory hurdle.