European High Yield Bond Spreads Return to Lows

SpreadsChart

 If your company qualifies for raising high yield debt, the European market may be a receptive market.

The spreads on European high yield debt are approaching the lows seen before the financial turmoil in 2008.

This may prompt European companies which had pursued a conservative strategy over the last 5 years to become more expansive with the availability of lower cost capital.

Similarly, low cost capital may spark an increase in acquisitions by both companies and private equity groups.

Click here to go to the website of the Federal Reserve Bank of St. Louis for background on the BofA Merrill Lynch data.

Covenant-lite Loan Volume Doubles

By Dennis McCarthy – (213) 222-8260 – dennis@mbsecurities.com –

If your company hasn’t already refinanced into a covenant-lite loan, you should consider refinancing now.  

Not all borrowers will qualify for a covenant-lite loan but, if you can obtain one, a covenant-lite loan is typically easier for a borrower. 

A borrower with a covenant-lite loan will likely spend less time managing to loan covenants and certainly less money on obtaining waivers of covenant terms.

Recently,  Standard & Poor’s reported that the volume of covenant-lite loans so far this year (through Aug 8th) is double that of all of last year.

So far in 2013, more than half the leveraged loans to come to market have been covenant-lite vs. roughly 22% of loans to this point in 2012.

In addition, S&P reports that even smaller loan sizes, $200 million and under, are getting covenant-lite treatment.

Covenant-lite does not mean covenant free. 

Covenant-lite generally means that the loan does not have maintenance covenants, such as a minimum ratio of cash flow to interest, known as an interest coverage test. 

If your company has a loan outstanding, it probably has several of these maintenance covenants set as a relatively tight “trip wire” to alert your lender at the first sign that your company’s results are diverging from its projections.

While covenant-lite loans don’t have maintenance covenants, they often have other types such as negative covenants and incurrence tests. For example, a negative covenant might limit the amount of dividends that a company could pay to its equity or an incurrence test might limit the amount of debt a company could take on.

These covenants restrict a company’s actions but leave a company plenty of flexibility.

What’s prompting lenders to offer covenant-lite loans? 

The increase in covenant-lite loans is largely attributable to the large size and dispersed ownership of leveraged loans today.  As loans have gotten larger in size, the ownership has gotten fragmented.  Many leveraged loans now are widely held by a large number of banks and special purpose hedge funds, or collateralized loan funds. 

These large groups of lenders find it difficult to manage a loan with tight maintenance covenants.  The reaction, therefore, is to eliminate maintenance covenants in favor of other types of covenants.

Recent history has shown that companies with covenant-lite loans have performed comparatively well. 

Lenders in covenant-lite loans have recovered slightly more of their loan, in the event of trouble, than lenders in loans with maintenance covenants.  The sample involved, however, is small and the history short and may be biased by the limited historical availability of covenant-lite loans to larger, better credits. 

Despite the positive historical statistics, some credit agencies are sounding the alarm at the increase in covenant-lite loans predicting that lenders will have less control should there be economic trouble ahead.

So, while the credit market is still receptive to covenant-lite loans, this is the time for your company to consider refinancing. 

I’ve provided links to several interesting articles below.

Please contact me to help your company to refinance its debt or to complete any capital market transaction.

http://www.forbes.com/sites/spleverage/2013/08/14/covenant-lite-leveraged-loan-volume-soars-to-new-record/

http://blogs.reuters.com/felix-salmon/2013/05/31/dont-worry-about-cov-lite-loans/

http://www.loomissayles.com/internet/internetdata.nsf/0/0BF67A378755F21085257B5000566A43/$FILE/CovenantLitePaper.pdf

http://www.pehub.com/2013/09/05/covenant-lite-issuance-more-doubles-2013/#!

manbreakschain  Google

China Financing Market

If your company is currently doing or plans to do business in China, this is a valuable webinar from PNC, the global bank.

The increasing use of the RMB in trade and capital market financing is changing the game, fundamentally.

Please click on the title image below or copy and paste the link into your browser. Registration is required.

TitleImage

http://event.on24.com/r.htm?e=596229&s=1&k=197B190412AC863B54D3AAFE0D084163

Venture Loan Terms

By Dennis McCarthy – (213) 222-8260 – dennis@mbsecurities.com –

The law firm, Latham & Watkins, has been a great source for valuable webinars. Recently, I highlighted one on preparing for the 2013 proxy season (link).  This time, however, Latham produced a useful print article on venture loans.

 A venture loan is a niche loan used by private companies, often venture-backed, to get capital which is less expensive than equity.

In the article, the authors provide a list of deal terms and valuable commentary as to what is most common, in their experience.

I was surprised to learn about a “change in management default”, apparently a frequent term.  But the article covers many issues including typical loan maturities, covenants, collateral, prepayment provisions, etc.

Again, thanks to Latham & Watkins for continuing to provide helpful materials on the capital markets.

As always, please contact me to help your company to complete any capital market project.

Link to article: Checklist of Venture Loan Terms with Commentary
Google

Credit Bid Requirement Affirmed

 Dennis McCarthy – (213) 222-8260 – dennis@monarchbayassociates.com

The US Supreme Court has ruled on an issue important to bankruptcy professionals and secured lenders.

This US Supreme Court ruling clears up a split among US circuit courts and clarifies the rights of secured lenders.  In my opinion, it gives them greater leverage in bankruptcy.

The ruling involves what is known in bankruptcy practice as a “credit bid” by a secured lender.   In a credit bid, a secured lender can bid to buy the asset securing the loan by using the amount of the lender’s bankruptcy claim as if it was cash.

The US Supreme Court ruled that, in most instances, in order for a debtor to sell an asset securing a loan free and clear without a lien, the debtor is required to permit a secured lender to credit bid to buy the asset if the secured lender wishes.

A buyer of assets from a bankrupt business typically wants to buy the assets free and clear of any liens from the bankrupt business.  Therefore, the debtor effectively has to permit the secured lender to “credit bid” if he wishes.

For more information on the topic and the ruling, please see the two articles linked below.

 As always, please contact me to help you raise equity or debt or complete M&A transactions. 

Sheppard Article: http://www.bankruptcylawblog.com/other-nationally-significant-cases-canonized-creditbidding-the-supreme-court-unanimously-affirms-secured-creditors-right-to-creditbid-at-free-and-clear-sale-in-plan.html?utm_source=twitterfeed&utm_medium=twitter

Fulbright Article: http://www.fulbright.com/index.cfm?fuseaction=publications.detail&pub_id=5540&site_id=494&detail=yes

Interest Rate Risk – “Preaching to the Choir”

Dennis McCarthy – (213) 222-8260 – dennismccarthy@ariesmgmt.com

“Preaching to the choir”.  In this case, the choir is me.  It seems that every commercial banker I meet, tells me to advise my clients, or anyone who’ll listen, to lock in today’s low interest rates.

When I ask, “what’s the risk?”, I get a lecture that we’re in an interest rate bubble and that despite the Fed’s announcement about the Fed Funds rate, business loan rates will likely rise, especially after the election.

When I confess that I not only believe them but share their concern, I ask “what should a company do to lock in these low rates?” 

Since most companies have floating rate business loans, the bankers’ most common recommendation is to enter into a swap arrangement to fix the rate.

The cost of the swap, especially after tax, is considered very low cost insurance relative to the risk of a rise in interest rates.

A swap is not the only way, however.  Some bankers recommended fixed rate term loans or even public bond issues if the financing is large enough. 

One of my clients raised its first high yield bond last week so I’m doing my best to help companies to reduce interest rate risk.  My banker friends would be pleased that their preaching paid off.

I can help your company to lock in low current interest rates.  Please contact me.  Thank you.

Visual Interest Rate History

On Youtube, next to my posts about interest rate risk such as “Behind the Headlines on Interest Rates” were a series of videos which visually chronicle the history of US Treasury interest rates along the maturity curve for the last 50 years with commentary by Dr. Donald R. van Deventer, founder of Kamakura Corporation. Displayed above is one of the videos entitled, “50 Years of Forward Rate Movements”.

In a great example of a picture is worth a thousand words, or in this case, 12,300 days of data, one can quickly sense (i) historical levels of benchmark US Treasury interest rates, (ii) the variations from the expected or classical term rate structure (which is more common than one would think), and (iii) the amazing volatility in benchmark US Treasury rates.

As my post “Behind the Headlines on Interest Rates” explains, there’s more to what a company pays in interest rates than just the benchmark US Treasury rates but this reveals the variability in those benchmarks themselves.

My thanks to Kamakura Corporation for creating these videos.  The company’s Youtube channel is www.youtube.com/user/kamakuracorporation and its website is www.kamakuraco.com.

Behind The Headlines On Interest Rates

 

The Federal Reserve announced that economic factors “are likely to warrant exceptionally low levels for the federal funds rate at least through late 2014.”

This will, no doubt, influence interest rates through this period, but this is not the sole determinant of a company’s interest rate as noted in my post “Seems Smart Now“.

For example, the debt market for corporations, both large and small, is influenced by supply and demand factors in addition to the benchmark federal funds rate.  The predicted reduction in demand for corporate debt by collateralized loan obligation (CLO) funds suggests that companies may see higher new issue interest rates.  In contrast, any increase in demand by other lenders such as high yield bond and “relative value” investors may ease rates.

The recent post, “No Loan Left Behind“, by Randy Schwimmer of Churchill Middle Market Finance, now a unit of The Carlyle Group, describes these supply and demand forces at work on the larger size loan market (size above $100 million).

To support Randy’s view that high yield investors are supplying critical demand, this week one of my clients successfully priced its first high yield bond replacing other financing sources.

My message is that while Fed action gets the headlines, there are several other factors at work, behind the headlines, which influence a company’s debt rate.

Dennis McCarthy

(213) 222-8260

dennismccarthy@ariesmgmt.com

Short-term Debt Seems Smart Now

dennismccarthy@ariesmgmt.com

(213) 222-8260

With short-term interest rates at historically low levels, many small cap companies are funding all their capital needs with short-term debt.

Can you blame them?  Small cap companies are borrowing at 2 to 3% floating rates or a bit more if swapped to fixed rates.

Yes, it is a short maturity, one to three years, but the lenders will extend it when due.  They said they would.

 Yes, we all know that old maxim, fund long-term assets with long-term capital but companies are saving so much in interest by borrowing short-term.

What’s the risk, anyway? If rates start to rise, companies can refinance with long-term capital then.

I hear this a lot.  It worries me.  

Interest rates may rise unexpectedly and fast.  When the time comes to lock in long-term capital, there’ll likely be a rush to refinance.

First,  who lends for 5 to 10 years – insurance companies, specialty lenders, the public bond market?

There are limits to how much and how fast these markets can absorb new debt.

Second, what will happen to interest rates?  Spreads on corporate debt have already widened since this summer.  What do you think will happen to interest rates when there’s a rush to refinance?

I’ve been encouraging small cap companies to be prudent, to borrow some capital long-term.  Create a relationship with the long-term debt market now, before the rush.

In the rush to refinance, you’ll want your company to be the first in line because your company is already a known participant in the long-term debt market. 

Now, that’s a smart move.

Please contact me to discuss this or any of my posts. Thank you.

Offer Yield Securities – What Investors Want

dennismccarthy@ariesmgmt.com

(213) 222-8260

This is the second in a series of posts about how a company can best  respond to our current capital markets environment.

Frequently, our clients express their frustration that the equity market is so volatile now that investors seem reluctant to act.  Many investors are unsure whether they’ll get a positive return on their investment.

This has driven many to seek out securities with a yield, maybe interest on debt or a dividend on equity.

Seeing this, we’ve come up with a transaction which responds to investors’ current preferences.

We’ve advised companies to offer their common shareholders a new yield-oriented security in exchange for their common.

We’ve tailored the exchange offers to fit our client’s specific circumstances, there are a number of variations available.

The key is that our clients offer what is in great demand, a yield security, in exchange for what seems less in demand, plain common stock.

We’d be happy to discuss this idea with you to determine whether it works in your situation. 

Please call me or email me.  Thank you.

dennismccarthy@ariesmgmt.com

(213) 222-8260

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