Saturday, April 2, 2011
Being Made Whole in Bankruptcy
FV x (1 + kd) ^ N = FV x (1 – X) x (1 + kd + Y) ^ N
However, this assumes that you can break even with (or more accurately, catch up to) where your security would have been if the company had not defaulted to begin with. After playing with these numbers, however, it was quite clear that even with a small discount (say 20% discount), the spread Y had to be astronomically (unreasonably) higher in order to have any chance of being made whole relative to the standard debt, so I thought it would be unrealistic not to include a factor which accounts for the value lost:
FV x (1 + kd) ^ N = FV x (1 – X) x (1 + kd + Y) ^ N + Value Lost
In trying to understand what these numbers mean, I looked at Value Lost / FV as a proxy for the default rate of this type of security in distress which is obviously closely tied to the actual economic circumstances of the company. In the graph, it is reflected by the distance between the Standard Debt curve and the PIK (Realistic) curve.
Also, Y can probably be determined by looking at the spread between similar bonds with different credit ratings (dropping from BBB to C for instance).
X is reflective of the economic scenario (so if EV was 80 and Net Debt was 100, X would be 20%). It is also reflective of the negotiations, as well as considering a discount in order to liquidate the current assets of the company.
Another problem is also that once a company switches from PIK to cash sweep, its risk profile drops and it stops earning high yields, dropping the return on capital and therefore making it impossible to “catch up”. Also, a bank which was happy to finance your debt will not be interested in converting neither into a mezzanine structure better suited for hedge funds nor into equity.
This model is similar to the VC model of predicting the failure rate using the discount rate except in reverse. It is also similar to the interest rate parity (IRP) model and boot strapping by using compounding to determine where you would have / should have been otherwise as a benchmark for where you are going.
I guess the real lesson is that bankruptcy is really expensive and that being made whole in this scenario is difficult, regardless of the financial engineering and patience, although these two factors can be used to ease the pain.
Thursday, March 31, 2011
Managing Corporate Turnarounds - Part II
Often when things go wrong, people are inclined to fire the management. However, in the real world, things are hardly ever that simple. Firing management, like anything in turnarounds, is decided on whether or not this action will speed up or slow down the turnaround. Besides packages given to executives on exit, there is also a great deal of institutional knowledge that they take with them. There is a counter balance to understanding the value they bring through their experience versus the inertia they create against the changes required. This is particularly true in SMEs as well as family owned enterprises where the institutional knowledge is often not formalized (pricing mechanics, customer relationships etc.)
Also, with the separation of the chairman and CEO roles, it is possible that a power divide coupled with an inappropriate strategy may have smart people being told to chase bad strategies. One remedy which is often used is an immunity period: the idea that employees in a turnaround situation have a window of opportunity to identify any potential problems. This allows an honest analysis of problems without reprimand and realigns expectations (Are we going to make the numbers? Are our margins as good as we expect? Are we doing things right? Are we doing the right things?) Because a new team is put into place to fix previously created problems, it is not appropriate to assign current problems to new management. However, eventually, whether or not these issues were created by you initially you will inevitably begin to wear them if you don’t fix them soon enough or don’t manage expectations of the company and all stakeholders.
Thursday
Like in any business strategy, there are two major things to keep in mind in a restructuring: operations and financing. For operations, it is necessary to check if the overall business strategy works (are people buying your product and do you have a viable business) and if you are able to profitably deliver (are our margins good or are we chasing low quality customers). Also from a financing perspective, it is important to understand the liquidity constraints of the enterprise. For example, what is an appropriate financing structure to keep the company alive while providing adequate and appropriate protection and returns to current and new capital providers?
One such useful tool is the paid-in-kind (PIK) security. It is a type of mezzanine high yield debt that doesn’t pay a coupon. Typically, these types of securities return 14 to 17%. They return higher than senior debt because they are subordinated but they don’t require cash payments which allow the company to maintain its liquidity for short period of time when it’s heavily cash strapped. However, what usually happens is this is coupled with a cash sweep. To use a structure like this in this circumstance is tantamount to saying: “We understand you are strapped for cash now, so you don’t have to pay us immediately, but we want an appropriate return for taking this risk that’s more similar to equity if things recover. However, we still want to be paid sooner rather than later and when you have any excess cash, you will give us everything you have and we’ll consider you less risky and ratchet down your interest rate to reflect the change in risk.”
Tuesday, March 29, 2011
Managing Corporate Turnarounds
Sunday, January 30, 2011
Islamic Finance – Executive 3 Day Program
With the rise of Islamic finance, I’ve had some interesting conversations with people I’ve met while on exchange at LBS regarding Sharia compliant financial structures such as the various types of sukuks we’ve been analyzing.
Our spread analysis drove quite a bit of interest for people who were interested in what a Sharia compliant structure would yield and the market conditions for doing such an issuance. Even before our presentation, I had the opportunity to answer some basic questions regarding the pricing spread between Islamic instruments versus conventional.
Thursday, January 6, 2011
Back from the Holiday
First years are in their Negotiations class which odd for me as I didn’t do this last year due to the Middle East study tour, but now I see what it was like with the Atrium constantly being flooded by ambitious MBA students trying to get better deals in their exercises. There have also been requests for help with preparing for recruitment week which is coming up next week and some postings already up.
Even second years are at school, many having the clever idea of taking an intensive or two to lighten their final term course load.
Yesterday, we did a presentation for our ICP in Islamic Finance. Arash and I did a presentation on two comparable securities, one conventional and one Islamic and we showed they were strategically and operationally comparable (same industry, business model, enterprise value, capital structure, debt ladder, similar maturity, seniority and economic conditions, but different country and terms) and we analyzed the yield, adjusting for country risk and broke down the spread accounting for liquidity risk, minor maturity differences and increased cost of capital related to Sharia compliant terms.
This material will be used as part of Rotman’s new Executive MBA program class on Islamic Finance. While we aren’t quite finished with our work, the next step being to propose a term sheet for what the conventional financing would look like if it were Sharia compliant, I’m very happy with our progress and the insight we were able to bring into this new product class.
Thursday, December 16, 2010
ICP Islamic Finance - "Conventional" Analysis
We also had great explanation from a senior lawyer regarding the structuring and "asset-based" (versus "asset-backed") nature of nominating (rather than selling) assets under a Special Purpose Vehicle (SPV) in order to comply with the necessary requirements of Islamic finance. We had considered the capital gains implications of a sale leaseback transaction, as well as understood how an asset and capital intense infrastucture project would look similar under an adjusted EV to EBITDAR metric regardless of the off-balance sheet financing that may potentially be required.
We have a solid understanding of the work requirements due before our next meeting in early January (before I fly off for London). We also had an opportunity to fire questions back at the professionals in the room in terms to learn what were the appropriate resources for generating comparables for analysis and benchmarking of our theoretical capital structures based on similar Sharia compliant instruments and current market conditions.
Some of the best advice we got:
- Understand the difference between "asset backed" versus "asset based" and how that affects your ability to issue Sharia compliant instruments
- Be aware of tax implications of capital gains/losses in a sale leaseback transaction
- Like any financial security, understand the key characteristics of seniority and expected return for a sukuk issuance and understand market appetite for these structured products
Tuesday, November 9, 2010
Islamic Finance - International Consulting Project
I myself am participating in the Islamic Finance ICP with Walid Hejazi, the professor who leads the Middle East study tour.
Yesterday, we were invited to attend the kick off event for the Islamic Finance EMBA course which will be offered in Jan 2011. The keynote speaker was David Dodge, Senior Advisor, Bennett Jones and former Governor of the Bank of Canada. He spoke about the growing interest in Islamic finance and how there it is common for people to see Shariah compliant instruments as simply "no interest" and how this superficial understanding does not encompass the fundamental rational for the structure of these products.
I am looking forward to working with my four other colleagues on this research project to look at Islamic financial instruments.
Friday, October 22, 2010
Financial Management Presentation
Our case was on securitization as a form of financing. The company was a collections company which bought bad loans for pennies on the dollar and made a profit by collecting on them. However, they were being squeezed on the margins due to banks beginning to charge more for the bad debts as well as the quality and collectability of the debts shrinking.
The company was also looking to grow, and had been previously financing its growth through the securitization of it's uncollected loans (in this specialized financial industry, loans are a form of inventory, rather than as a liability in a traditional company). However, the conditions of the security were almost exactly the same as debt (monthly interest payments and principal flowthrough).
Therefore, in order to properly understand the risk exposure in the company, rather than have the financing sit off the balance sheet, we made adjustments to show what the balance sheet would look like if they were financed with traditional debt (which is not an unreasonable assumption, given the type of business risk that they are exposed to through this financing is not dissimilar). The end result is that suddenly all their solvency ratios and coverage ratios are totally out of whack. Whereas before their company had reasonable ratios (debt to equity of about 0.8x), their ratios were now about 4 to 5x.
Wednesday, October 6, 2010
Enterprise Value - House Analogy with Excess Cash
EV = Equity + Debt - Excess Cash
or
EV = DCF Value + Excess Cash
The initial reaction is: "Wait, how can that be?" How is it that in one formula excess cash detracts from EV whereas in the other it increases? Does that make sense? In explaining, I find that a house analogy is helpful for understanding how to calculate EV.
Scenario 1:
Imagine Steve ownes a house worth $100k. Over the years, Steve has paid down his mortgage to $50k. Therefore, Steve's house's capital structure is $50k debt and $50k equity.
Dave is interested in buying Steve's house. For simplicity, let's say the house hasn't appreciated in value and is still worth $100k. Dave doesn't care what Steve's mortgage is, how much he's paid down etc. After all, that is Steve's capital structure. Dave is a new home buyer and is starting with a $20k downpayment and $80k mortgage.
The main point is that it doesn't matter who is buying the house (over simplified assumption), the house is worth $100k. It is an attempt to understand an unbiased (unlevered) way of looking at value of the company.
Scenario 2:
Let's assume a few changes:
- The $100k price of the house includes $10k in cash which is sitting on the floor of a room
- The house is being rented out as an investment property for $4k per year forever and the appropriate discount rate is 5%
Using the following formula:
EV = Equity + Debt - Cash = $100k - $10k = $90k
Does this make sense? Dave buys the house with $80k of debt, $20k of equity for a total price of $100k. However, immediately upon buying the house, Dave takes the $10k sitting on the floor and pays down his mortgage. Effectively, Dave has only paid $90k for the house.
Using the alternate formula (using a perpetuity formula for DCF):
EV = DCF Value + Excess Cash = $4,000 / 5% + $10k = $80k + $10k = $90k
That is to say, forgetting the cash, the house is worth $80k only from the income it generates. However, because the cash sitting on the floor is not integral to operating the house, it can be taken out of the house without affecting the income stream.
While it isn't an entire conicidence that the end numbers are the same (I've deliberately selected convenient numbers), it should hopefully demonstrate how excess cash in one formula decreases EV whereas in another in increases EV.
Thursday, September 16, 2010
Wednesday, April 21, 2010
Defined Pension / Benefit Obligations
However, if you notice, the "mechanics" of a pension plan are suspiciously similar to that of a bond. And that should come as no surprise. In the retirement or payout phase of retirement, it is as if the retiree is cashing out a fixed income investment (getting regular payments over time) or similar to amortizing a bond liability for the pension plan. However, when they are still "young and saving money" the pension plan is receiving regular payments overtime. The because the payments are regular and defined, they have all the characteristics of a bond.
This metaphor extends even further when you think about what the worker is doing. First a few contrasting scenarios:
Scenario 1: The worker makes a salary of $100k per year.
Scenario 2: The worker makes a salary of $70k per year, but has a defined benefit plan where the company contributes $30k per year into it.
In both of these scenarios the worker (assuming fair treatment) is being given the same value through salary (note also, the I/S in both scenarios reflects a $100k expense with regards to this worker... the only difference is that the $30k would be recognized as deferred wages or change in pension benefit non-cash expense on the CF/S).
However, let's take a closer look at that $30k. What is another way of looking at this? Well, another perspective is to say that the worker is deferring $30k of salary in the hope of future gain as realized through the defined pension benefit. In essence, the worker is loaning money to the company. Assuming that the DPO/DBO is as risk free as the company can guarantee (it is a contractual obligation) in terms of seniority of capital, this money actually ranks as quite senior (priority claim). This is a topic of particular interest with the recent financial crisis, especially as it related to Chrysler and it's recent financial trouble and relationship with the UAW / CAW.
This answers the next question: What is the appropriate discount rate for these funds? Well if you assume this obligation to be one of the most senior forms of claims against the company, it should have the most risk free rate the company can afford which is usually the same rating as it's highest quality bond.
This also raises an interesting point, if you were a lender or potential acquirer (through M&A or LBO) and you were analyzing a company with a defined benefit plan, would you consider the liability similar to debt? While it is not strictly a form of debt in the same way as a revolving credit facility, debenture, high yield bond, PIK or other, it noticably has many of the same characteristics (and is often modeled as a bond liability).
Tuesday, April 20, 2010
Interest Rate Parity Condition
Long story short, it says: Regardless of what financial mechanisms are used, two countries which are considered to be default free should generate the same real returns for the same period.
For example:
Today:
- You hold $1 USD
- The FX rate is 100 yen per USD
- The Japanse Bonds are yielding 5%
A year from now:
- FX rate is expected to be 103 yen per USD
What does IRP imply the interest rate on the US bond should be?
This can be graphically represented by:
The blue path shows how $1 USD is convered to Japanese Yen, held in a bond, and converted back at the new exchange rate back into USD. IRP states that whether this route is taken or if the USD is just held in a US bond (Red path) should make no difference. It should result in the same amount otherwise there is an arbitrage opportunity.

This is the solution. Note that the US bond rate is reverse engineered from the information given such that the end result produced in the red path is the same as the blue path.
Monday, March 29, 2010
Non-Leveraged Accretive Mezzanine Financing
Sales (Business / Industry risk)
- Operating Expenses (Operating Leverage)
- Interest Expense (Financial Leverage)
_____________
Cash flow
The definition of any type of leverage (operational or financial) is increasing your fixed cost component but reducing your variable component.
It got me thinking, is it possible to have an instrument which doesn't increase leverage and solvency ratios, but also provides accretion for common equity holders? For instance, if you want to deleverage, the general strategy is to purchase debt with equity (which results in dilution because cost of equity is higher than cost of debt due to risk concerns etc). I don't know if this is possible, but I asked myself about a preferred share with very particular characteristics.
Fixed income instruments (coupon paying bonds, dividend paying preferred shares) increase the fixed payments required which technically increase leverage.
Accretive
Is it possible to have a preferred share that, rather than paying a fixed predetermined dividend (similar to dividend yield based on price), that pays a percentage of net income (similar to a stated dividend payout ratio). Because it is more senior than common equity, the cost of this capital would be less than the cost of equity (accretive if used in a refinancing / capital restructuring).
No Leverage
But the payout would also be variable based on NI meaning that it isn't technically leverage according to the CFA definition (plus it would be classed as equity rather than debt on the books). If earnings are low, the payout is low. If the earnings are high, payout is high. It rises and falls as a variable component rather than a stated fixed component.
The problem with this model of an instrument is that I don't think you could get a "senior" level instrument to payout variable to net income with a cost of capital less than common equity because they technically face the same level of risk (percent of NI).
Also, because earnings can be manipulated, perhaps the payout would work if it was stated as a percentage of EBT or some other higher quality form of earnings? At first I thought EBITDA, but then I realized that doesn't make sense. It would have to be paidout after EBIT (because interest should be a more senior form of financing and paid first). However, EBT is often modeled with a fixed tax rate to go to NI (so a % of EBT is really a % of NI since tax rate is usually constant).
Perhaps it could be payed out as a % of EBITDA which is paid out after interest?
This would justify the instrument being more senior and paying a lower cost of capital.
Thursday, February 25, 2010
Tax Implications of Bankruptcy
One thing we discussed in financial modeling courses I've taken looks at modeling Tax Loss Carry Forwards (TLCF, Canadian) and Net Operating Loss (NOL, American).
As a financial acquirer (rather than a strategic acquirer), I wonder if there are any vulture funds which specialize in purchasing bankrupt companies if only to get their hands on their TLCF / NOLs. Obviously, there are some concerns, including the laws, regulations and transfer rules for obtaining these credits as well as what the capital structure of the acquiring company looks like. I'd imagine that the equity would be worthless (or trading like an option) and the debt would be trading for pennies on the dollar.
Especially with so many failed entrepreneurial ventures, there must be a sea of dead companies which should at least be as valuable as their potential tax credits. This could also potentially reduce the exit cost of early stage companies (for early investors to at least recoup the cost of the tax credits for all losses taken).
Having said that, would it be a potentially good idea to go out looking for strong companies to purchase distressed companies if only to utilize their tax credits? That is to say to purchase these companies only for their deferred tax assets. Or some other metric like break up value or price to book.
Monday, February 15, 2010
The 4 C's of Credit
- Character - The management team's record, strategy and internal controls
- Capacity - Ability to meet debt obligations
- Collateral - Assets pledged to back the loan
- Covenants - Restrictions on activities as well as maintenance
Also, when building credit ratings, there are various ratios that are looked at, particularly:
Friday, February 12, 2010
Commitment - Restrictions for Improved Reward

So in the typical fashion, the dominant strategies for both players show that they will end up in the lower right corner with a return of 3 each. This is unfortunate, as there is a potential to get 5 each if they could only credibly commit to Strategy A each. But because of the conditions of the prisoner's dilemma, it's impossible.
To change the parameters of the game, what if it was possible for Player 1 and 2 to commit to impairing their own return matrix? For instance, what if Players 1 and 2 could reduce their returns in the cells AB and BA to 4 instead of 7 (as shown below)? Suddenly, the dominant strategy changes and the end game to a return of 5 each rather than 3.

However, shareholders can introduce debt covenants in order to restrict the their own flexibility (preventing them from taking on too much risk and inflating their upside) to secure financing and ensure debt holders that they won't have to bear the dead weight loss of projects which fail.
Again, a counter intuitive result: You can do better by restricting your choices.
Wednesday, December 9, 2009
Country Risk Premium
I wanted to take a moment to have a peek at bonds. First is the US 10 year bond which is a proxy for the Risk Free Rate (RFR). Next, I wanted to look at the equivalent instruments available in different countries and their respective yields. If I'm not mistaken, the difference in yield prices should be accounted for by country risk only (having your bond issued by one country versus another). This should in theory account for both foreign exchange risk as well as sovereign risk.
Let's have a look:
Bond yields source: Bloomberg
A few interesting notes: While the US bond is considered risk free, there are some countries which have yields which are lower (Canada, Germany, Swedish, Swiss, and Japan). Other countries with bond yields at a premium include: Italian, Spanish and Australian. French and Dutch seem to be about par.Tuesday, December 8, 2009
Annuity Formula - How it Works
First let's look at a few things. Assume that you've already explained how a perpetuity formula works (without growth), you know that the value of a perpetuity is:

Where:
- PV is the present value
- CF is the cash flow per period
- r is the rate per period
The next question I would propose is this, what is the value of the perpetuity in period n at time 0? Well, it would be:

PV @ n = PV / (1+r)^n
= CF / [r x (1+r)^n]
Now the last question, what is th value (both of the cash flows and the PV) of the perpetuity now minus the perpetuity at time n? Well, if you draw a diagram, the answer is an annuity from 0 to n. And the math shows the same:

PV - PV @ n = PV - PV / (1+r)^n
= PV (1 - 1/(1+r)^n)
= CF (1 - 1/(1+r)^n) / r
This is the annuity formula for a cash flow CF, to period n at discount rate r, which is much easier than doing a DCF for each of the cash flows (imagine doing a DCF for 30 even cash flows mechanically).
This is a slight variation on the question that Kent Womack presented to us at our review session in the ROM and also highlights how the formula for annuities is constructed.
Friday, November 27, 2009
Companies Investing in Securities
Just now, he was asking us what types of securities would be considered as being classed as "held to maturity". He jokingly hinted that the only securities with maturities are bonds. The best question of the day:
"Does a zero coupon bond have a maturity?"
Wednesday, November 18, 2009
Islamic Finance
While most people are familiar with Islamic Finance as simply "not charging interest" there are many more details which make up the rich tapestry of Islamic Finance.
The first note is that conformity with Islamic finance is voluntary. I think this might have been a point many members of my class (myself chief among them) got hung up on. Especially when we asked questions about how this law affected goodwill for M&A, sale of IP or brand equity or options or sale of receivables.
Some of the key takeaways for understanding Islamic Finance include:
- a strong association with tangible assets
- a general prohibition against floating or uncapped risk elements
- an emphasis on partnership, ownership and charity
There are certainly going to be more study before I can even begin to understand the find details, but this is certainly an interesting consideration for global finance.