Structured Finance
Structured Finance
Structured Finance
Assets Liabilities
Value
Value Claims
Claimsonon
of
offuture
future the
thecash
cashflows
flows
cash
cashflows
flows
Assets Liabilities
Debt
Contractual
Contractualint.
int.&&principal
principal
Value
Value No
Noupside
upside
of
offuture
future Senior
Seniorclaims
claims
Control
Controlvia
viarestrictions
cash
cashflows
flows restrictions
Equity
Residual
Residualpayments
payments
Upside
Upsideand
anddownside
downside
Residual
Residualclaims
claims
Voting
Votingcontrol
controlrights
rights
Copyright ©2008 Ian H Giddy
15
When Debt and Equity are Not Enough
What if...
Assets Liabilities
Claims
Debt are inadequate?
Contractual
Contractualint.
int.&&principal
principal
Value
Value No
Noupside
upside
of
offuture
future Senior
Seniorclaims
claims
Control
Controlvia
viarestrictions
cash
cashflows
flows restrictions
Returns
Equity are inadequate?
Residual
Residualpayments
payments
Upside
Upsideand
anddownside
downside
Residual
Residualclaims
claims
Voting
Votingcontrol
controlrights
rights
Copyright ©2008 Ian H Giddy
16
Claims are Inadequate
Alternatives
Assets Liabilities
Collateralized
Debt Asset-securitized
Contractual Project financing
Contractualint.
int.&&principal
principal
Value
Value No
Noupside
upside
of
offuture
future Senior
Seniorclaims
claims
Control
Controlvia
viarestrictions
cash
cashflows
flows restrictions Preferred
Equity Warrants
Residual Convertible
Residualpayments
payments
Upside
Upsideand
anddownside
downside
Residual
Residualclaims
claims
Voting
Votingcontrol
controlrights
rights
Copyright ©2008 Ian H Giddy
19
Returns are Inadequate
La Caixa Exchangeable Bond
EUR 847.6 million 0.25% 3-
year bonds guaranteed by La
Caixa, the biggest Spanish
savings bank
Exchangeable into Endesa
shares.
On June 3, 2003, Caja de Ahorros y Pensiones de
On June 3, 2003, Caja de Ahorros y Pensiones de
Barcelona,“La Caixa,” notified the Spanish National
Barcelona,“La Caixa,” notified the Spanish National
Securities Market Commission that, through Caixa
Securities Market Commission that, through Caixa
Finance, B.V., it had issued bonds exchangeable for
Finance, B.V., it had issued bonds exchangeable for
shares of ENDESA, S.A., with the guarantee of “La
shares of ENDESA, S.A., with the guarantee of “La
Caixa” and for placement on the European
Caixa” and for placement on the European
Institutional Market,except in Spain. The underlying
Institutional Market,except in Spain. The underlying
securities in the issue are 52,975,235 shares of ENDESA,
securities in the issue are 52,975,235 shares of ENDESA,
S.A. The bonds mature at three years, and holders
S.A. The bonds mature at three years, and holders
can exercise the exchange option on or after August
can exercise the exchange option on or after August
11, 2003 and up to 9 days before maturity. The
11, 2003 and up to 9 days before maturity. The
exchange price is e16 per share, with the issuer
exchange price is e16 per share, with the issuer
reserving the option to deliver an equivalent cash
reserving the option to deliver an equivalent cash
amount instead of shares of ENDESA, S.A.
amount instead of shares of ENDESA, S.A.
Understanding stand-
alone, non-recourse,
project-payment debt
servicing
Application in Latin
America
Assets Liabilities
Collateralized
Debt Asset-securitized
Project financing
Preferred
Equity Warrants
Convertible
Source: morningstar.com
Copyright ©2008 Ian H Giddy
26
Photronics Debt (From SEC Filing)
NOTE 4 - LONG-TERM DEBT
On April 15, 2003, the Company sold $150.0 million, 2.25% convertible
subordinated notes due 2008 in a private offering pursuant to SEC Rule 144A.
Those notes are convertible into the Company's common stock at a conversion
price of $15.89 per share. Net proceeds from the issuance amounted to
approximately $145.2 million. On June 2, 2003, a portion of the net proceeds was
used to redeem the $62.1 million of the Company's outstanding 6% convertible
subordinated notes due 2004. Pursuant to the terms of the related indenture, the
6% convertible subordinated notes were redeemed at 100.8571% of the principal
amount plus accrued interest of $1.9 million for an aggregate redemption price of
$64.5 million, including a premium of $0.5 million. An early extinguishment charge
of $0.9 million was incurred on the redemption of the 6% convertible subordinated
notes. This charge included the aforementioned $0.5 million premium and $0.4
million of unamortized deferred financing costs which were expensed at the time
of redemption.
The Company's $100 million revolving credit facility, which expires in July
2005, was amended April 9, 2003 to relax certain financial covenants and
definitions as a result of the Company's March 2003 consolidation plan and April
2003 issuance of $150.0 million convertible subordinated notes.
Source: photronics.com
Copyright ©2008 Ian H Giddy
27
Source: photronics.com
Copyright ©2008 Ian H Giddy
28
Source: photronics.com
Copyright ©2008 Ian H Giddy
29
Costs of Issuance
Source: photronics.com
Copyright ©2008 Ian H Giddy
30
Effective Cost Analysis
Debt
Equity
Mezzanine and hybrids
Structured notes fully hedged cost
Cost of securitized debt
Cost of capital leases
Source: bondsonline.com
Copyright ©2008 Ian H Giddy
35
Spreads Over Time
Source: advfn.com
Source: investinginbonds.com
Long term government bond rates are used as risk free rates
Private companies
Minority investors
Sovereign risks
Source: damodaran.com
MOTOROLA
Assumptions
Bond rating A
Risk free govt bond 4.10%
Spread 1.12%
Tax rate 35%
MOT beta 1.6
SP 500 long run return 12%
Actual Alternative
Cost of debt 3.39% 12% 25%
Amount $ 5.30 billion
Note:
"Value" of MOT as perp 20.82 $ 23.50
Diff $ 2.68
"Value" of growth potential 17.78
Source: Motorola_WACC.xls
The first step in reducing the cost of capital is to change the mix of
debt and equity used to finance the firm.
Debt is always cheaper than equity, partly because it lenders bear
less risk and partly because of the tax advantage associated with
debt.
But taking on debt increases the risk (and the cost) of both debt (by
increasing the probability of bankruptcy) and equity (by making
earnings to equity investors more volatile).
The net effect will determine whether the cost of capital will
increase or decrease if the firm takes on more or less debt.
WACC
DEBT
RATIO
Copyright ©2008 Ian H Giddy
41
Deal Analysis:
The International Bond Market
Source: ft.com
Copyright ©2008 Ian H Giddy
43
A Day in the Life of the Eurobond Market
Examine the deals
Which were structured financing?
Why were each done in that particular form?
What determines the pricing?
What is the effective cost of financing to the different
companies?
Proceeds Proceeds
Celworks Trust
Celworks Investors
(Special Purpose Co.)
Sale of Assets Asset-Backed
Securities
Price 100
Years 2
Coupon 2.125
FV 100
Yield 9.00%
PV of bond $87.91
Nomura Equity
Nomura Marui
Derivatives
Principal
Repayment
100
Issuer:
Looking for large amounts of floating-rate USD and DEM
funding for its loan porfolio.
Wants low-cost funds: target CP-.10
Is not too concerned about specific timing of issue, amount
or maturity
Is willing to consider hybrid structures.
SCOTTISH
DEUTSCHE
LIFE
CSFB
Source: moodys.com
Pool A
Pool B
Pool C
Credit
Fees Fees Liquidity
enhancement SPECIAL PURPOSE VEHICLE
facility
facility “CONDUIT” provider
provider
Payments on Nominal
Fees maturing ABCP dividends
Sponsor/
INVESTORS Legal owner
administrator
Loans or
bonds
Conduit
Loans or Commercial
bonds paper Profit from spread
Credit Monoline
AAA protection
Bank Insurer
(with
LBO Credit SPV Tranches
protection
and Assets of
subprime
CDOs
Loans)
Equity
Ian H. Giddy
NYU Stern School of Business
Tel. 646-808-0746
[email protected]
http://giddy.org