Grant Samuel
view & print online
Q3 2011
Issue 1
Eubena Nampitjin
Debt Insight
Borrowers experiencing widely
divergent outcomes
Volatile market conditions present an ongoing challenge for all borrowers
Challenging debt landscape for corporates is here to stay for the foreseeable future

Lowest transparency on transactions in the bank market in our memory

Choppiness in the financial markets and lower transaction volume makes interpreting information increasingly difficult in other debt capital markets

Volatility coupled with lack of transparency makes it harder for borrowers to gauge if they are being offered competitive terms from their lenders

Individual bank performance differs markedly and is unpredictable from transaction to transaction - even more so across banks on transactions
There is genuine appetite for balance sheet growth from all commercial banks, as well as institutional investors looking for credit exposure in both the domestic and offshore markets. Most surprisingly, we are seeing significant lending appetite from foreign investment banks, but only where there is collateral business opportunity e.g. capital market mandates
Total bank market appetite has not, and will not, return to pre GFC levels. Reinforces the need for borrowers to maximise liquidity out of existing and potential new relationships and open up new funding options
Credit market has been highly volatile as evidenced by the Australian iTraxx (a measure of prices for 5 year CDS contracts on some 25 Australian companies) having widened by c.100bps in the past month (refer Chart 1)

Credit spreads in the bank market have been more stable than the broader market with spreads widening by c.25bps only recently. Grant Samuel has successfully advised clients that have achieved tightening spreads notwithstanding this period of volatility

Key for borrowers is to gain transparency on pricing to ensure they are pricing competitively against genuine peers together with a structure that provides flexibility to reprice if spreads contract
Click here to view larger image

Chart 1: Credit Spreads and Equity Volatility (Source: Bloomberg)
So just how divergent are the outcomes being achieved?

Recent transactions have shown widely varying pricing views with firm offers diverging by up to 300bps, with offers from even the Australian domestic banks varying by up to 150bps for an investment grade corporate borrower (refer Chart 2)

Banks have had very different views on what is deemed “market” in terms of borrowing structure and suitable terms and conditions for the same or similar corporate borrowers e.g secured vs unsecured structures, tenor, covenant package
Banks have shown a preparedness to behave aggressively towards borrowers by citing current market volatility and using the lack of transparency in the market to adversely influence the outcome. This is logical commercial behaviour from the banks, even if it is perhaps shortsighted from a relationship perspective
A durable and sustainable borrowing structure e.g. guarantee and/or security structure with appropriate covenants, is ultimately in the best interests for borrowers and lenders alike. Whilst banks may like easy refinancing triggers to “churn” the business, they may regret it, as we have seen in a number of cases where the refinancing risk was not manageable in a liquidity constrained environment
Click here to view larger image

Chart 2: Corporate Loan Pricing
(Source: LoanConnector)
It’s not all bad news….optimal financing outcomes are still achievable!
When banks are confronted with what is “market” they are prepared to compete for the business given the appetite for balance sheet growth

Volatility and lack of transparency mean many borrowers are simply unaware they are materially out of market on pricing and terms and conditions

Diversification is key and no borrower can rely on one or two financiers or one or two markets – it is just too risky

Critical elements to borrowers achieving best available outcomes in today’s environment are:

Analyse and position your credit carefully and develop terms that match it - use this to maximise liquidity 

Create optionality by running a multi-track
process and make products and markets
compete as well as financiers within those
markets

Prepare to put in the necessary time and
resource to open up new markets
and new financiers

Case Study – Community CPS: Material value add at the ‘AAA’ end of the
credit curve
Background
Grant Samuel’s Role
Community CPS is one of Australia’s largest mutuals with more than 178,000 members, 580 employees and ~ $3.2 billion in assets

Community CPS in late 2009 initiated a re-evaluation of its capital and funding strategy

Appointed Grant Samuel to act as independent capital and funding adviser

Developed the funding strategy in collaboration with management including objectively scoping the spectrum of funding alternatives

Ran a two stage tender process and advised on lead manager appointments

Managed structuring, documentation and external constituents including legal counsel, AOFM and rating agencies

Negotiated all commercial terms and conditions

Strategy and Approach
Outcomes and Insights

Funding strategy proposed to, and ratified by, the Board in April 2010

Extensive preparatory work prior to approaching external parties including:

Due diligence on Community CPS (operations, loan book, deposit base, policies and processes); and

Benchmarking against the entire ADI sector

Coupled Warehouse commitments with Term RMBS roles

Competitive tender process across all active financiers/arrangers

RFP process underpinned by detailed term sheets

Approach sensitive to Community CPS’ long term relationship with its existing financier

Best in class outcome on price and structure achieved for both Warehouse Facility and Term RMBS

Perception that AAA nature of credit and market liquidity in securitisation results in tightly defined outcomes proved inaccurate

Structure and related documentation
are complex and outcomes are wide
and diverse

Lead managers use documentation complexity to drive inefficiencies into the structure (in their and investors favour)

An arms-length competitive process
and our expertise empowered the
issuer to “make” the transaction and
to mandate leads on fully developed
commercial terms

Achieved Best in Class Pricing*
Achieved Best in Class Subordination Levels
Click here to view larger image

*Pricing reflects weighted average margin excluding the B note
Click here to view larger image
Grant Samuel is the leading independent debt advisory firm

Successfully advised on A $25 billlion of debt financing in the last 5 years including $8 billion in the past 12 months across the credit spectrum and in a broad range of sectors - clients include APN News & Media, Community CPS, Fortescue Metals, Mainfreight, Macquarie University, Nufarm, Vita Group and Whitehaven Coal [see recent AFR article]

Credit and debt skills to “make” transactions rather than simply run a process and “take” what is offered

Deep experience across debt markets: Australian and New Zealand bank market, Australian
bond market, international bank markets, US capital markets (144A, Term Loan B, US Private
Placement), Eurobond markets, retail bonds (Australia and New Zealand) and securitisation
(term RMBS and warehouses)

Success based approach to fees with proven value add for our clients
In all affairs, it's a healthy thing now and then, to hang a question mark on the things you have long taken for granted.

Bertrand Russell (1872-1970)
For further information please contact

Rob Jenkins - Director (Sydney)
02 9324 4335
rjenkins@grantsamuel.com.au

Scott Killingbeck - Director (Melbourne)
03 9949 8835
skillingbeck@grantsamuel.com.au
Simon Cotter - Director (Auckland)
64 9 912 7777
s.cotter@grantsamuel.co.nz
Sebastian McKenna - Associate Director (Sydney)
02 9324 4334
smckenna@grantsamuel.com.au
James Armstrong - Executive (Sydney)
02 9324 4334
jarmstrong@grantsamuel.com.au
Guy Fergusson - Director (Sydney)
02 9324 4367
gfergusson@grantsamuel.com.au
Alexa Preston - Director (Auckland)
64 9 912 7777
a.preston@grantsamuel.co.nz
Louise Donn - Associate Director (Sydney)
02 9324 4246
ldonn@grantsamuel.com.au
Satyajit Pal - Associate Director (Sydney)
02 9324 4236
spal@grantsamuel.com.au
GrantSamuel

Disclaimer: Grant Samuel Debt Structuring & Advisory Pty Limited (GSDA) is an authorised representative of Grant Samuel Securities Pty Limited (AFSL 241010).

This document is for information purposes only and does not have regard to the particular circumstances or needs of any specific reader. The views and opinions expressed in this document are those of GSDA solely. Opinions expressed may change without notice. Information contained in this document is based on sources we believe to be reliable but its completeness and accuracy is not guaranteed. Neither GSDA nor any of its related bodies corporate and each of their directors, officers, employees, agents and representatives make any representation as to the accuracy of any information contained in this document nor accept any liability, whether direct or indirect, arising from use of information contained in this document. Past performance information given in this document is given for illustrative purposes only and should not be relied upon as an indication of future performance

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