growth, two aspects stand out in particular. The rst is that bonds enjoy bullet repayments although renancing risks are increased. The second is that bonds have incurrence only covenants as explained below. Together these two characteristics offer signicant advantages, particularly the ability to fund further growth and development from internally generated resources. Lets look briey at these two aspects in turn. Bonds are cheaper than loans to service Bullet repayments offer borrowers a number of advantages. First, interest only payments mean that debt service is considerably lower than would be the case for a comparable loan as banks typically require a signicant part, if not all, of the loan to be repaid over the loan life. Bullets thus allow borrowers to accommodate higher leverage, greater headroom and, signicantly, a much higher level of retained cash for growth, which, in the case of a loan would otherwise be required to amortise debt. To illustrate this Table 2 compares the debt service on Marcolins 200 million six year bond (xed at 8.5% over six years) with a loan of comparable size and maturity assuming a bullet of 70% for the loan, which would be very borrower friendly in the loan market. Marcolin was rated B- and, at the time of issue, the all- in cost of a bank loan would have been c. 5% (margins for B- rated credits were c. 450 bps whilst three month Libor was c. 50 bps). Bond nancing, as discussed in Capital Thinking, is growing in importance as an alternative source of funding for companies in Europe. As the European bond markets evolve to accept smaller issues, mid-market companies are accessing the market for the rst time. For nance directors who have not previously considered bond nancing as a viable alternative or supplement to bank nancing, it can come as a pleasant surprise to discover the advantages bonds offer. In this special supplement we analyse the factors that should be taken into consideration before going down the bond route. ISSUE 2 SUPPLEMENT JANUARY 2014 Capital Thinking The analysis below (Table 1) illustrates the additional cash required to service the loans. Despite the fact that the bond coupon is much higher than the interest on the loan, even on the most optimistic assumption of only 30% amortisation on the loan, the bond consumes less cash for debt service. The absence of amortisation on bonds carries other additional benets: rst, the cash retained can be reinvested in the business, which is a signicant benet to corporates looking to reinvest their prots for growth. Second, bullets provide borrowers with much greater headroom than loans, even with higher leverage. Issuers should be mindful however of the increased renancing risk associated with bullet repayments. Here, headroom refers to the difference between EBITDA and a breach of the loan or bond covenants, which brings us to the matter of incurrence covenants. with less onerous incurrence only covenants Historically, high yield loans (ie those rated BB- and below) include extensive nancial covenants, apart from certain cov-lite syndicated loans, which we have discussed previously. These nancial covenants require a borrower to comply with various nancial ratios on an on-going basis, typically quarterly on a trailing 12-month period. The most common covenants are leverage, cash ow cover and interest cover. These nancial covenants are designed to trigger before the borrower experiences a payment default, giving the lenders time to take remedial action. Failure to comply with these nancial ratios is an event of default, which is a breach of the terms of the loan and, in extremis, entitles the lender to accelerate and/or enforce their collateral, potentially seizing control of the group from the existing equity owners. Loans often include a further capex covenant, which is not a ratio, but a restriction on the amount a borrower can spend on capex in any year. Loans typically include between two to four of these covenants. These nancial covenants are absent in traditional high yield bonds, which contain incurrence only covenants. Incurrence covenants do not require testing at regular intervals, but are event driven. They are tested only if and when the borrower takes afrmative action, such as incurring additional debt Table 1: Debt Service year one Loan Bond Difference EBITDA 37.5 37.5 - Interest (10) (17) (7) Principal (10) - 10 Debt Service (20) (17) 3 CAPITAL THINKING ISSUE 2 SUPPLEMENT JANUARY 2014 1 (hence the term incurrence), acquiring or selling assets or distributing cash to shareholders. More signicantly, with regard to debt service, bonds simply require that the borrower make the scheduled payments, which, in the case of a bond, is only the interest. The absence of nancial covenants in bonds coupled with the lower debt service from bullets amplies the headroom available and signicantly reduces the potential for this type of default. To put this in context, Marcolin enjoys headroom of over 2.2x on an interest cover test, which implies that EBITDA would have to fall by over 50% to trigger a payment breach. Bank lenders adopt a conservative approach The bullet structure of bonds provides powerful reasons for growth companies to favour bonds over loans (albeit it carries a greater renancing risk). Bonds offer other signicant advantages for borrowers, stemming from the differing approaches of banks and bond investors to lending. Bank lenders are inherently more conservative than bond investors, particularly if they retain all or even part of the loan on their book. Banks assess a credit on the basis of base case nancial projections provided by the borrower and the loan includes a number of nancial covenants designed to ensure that any material deviation from that base case will trigger one or more of those covenants and with it an event of default. In addition, bank lenders also limit their exposure by prohibiting the borrower from pursuing a wide range of corporate actions. These can include incurring additional debt, providing security, M&A, investment in capex (in excess of the capex covenant) and asset sales, unless they fall within one of the permitted baskets or carve-outs in the loan, which tend to be more restrictive in smaller loans. If the proposed corporate action exceeds the relevant permitted threshold then the borrower needs to obtain and, often pay for, a waiver from the lenders. whilst bonds offer fexibility For historical reasons bonds can offer a higher degree of operational exibility. The incurrence covenant package allows borrowers a much wider range of corporate actions, such as incurring additional debt, paying dividends, M&A, and making capital investments, but only if the borrower can demonstrate improved nancial performance at the time of the proposed action or event. For example bonds typically allow additional debt incurrence if the borrowers nancial performance (and debt capacity) has improved since issuance. Although the structure of bond covenants is extremely complicated the good news is that all bond covenants follow the same structure. First, a general prohibition; second, a proviso to the general prohibition; and third, a series of baskets or carve-outs, which operate independently of the prohibition or proviso. These baskets may have an absolute (hard) cap or a soft cap determined by EBITDA, Total Assets etc. So, whilst there is a general prohibition on debt incurrence, the proviso is regulated by what is referred to as the Ratio Debt Basket (RDB). This is generally based on an interest cover test, usually the Fixed Charge Coverage Ratio (FCCR) or a leverage ratio. To illustrate, assume an issuer has 100 million of bonds and the RDB requires a leverage ratio of 4:1 or better for Debt: EBITDA. If EBITDA rises from 25 million at issuance to 30 million the following year, the borrower will be able to incur an additional 20 million of debt (4 x the additional 5 million EBITDA). If EBITDA declines to a new low of 15 million the year after, the borrower will not be in default, but will be precluded from incurring more debt under the RDB until its EBITDA exceeds the previous high water mark of 25 million. Counter-intuitively, even when EBITDA has fallen issuers may still be able to borrow more debt under general and other baskets assuming they have spare capacity. A similar approach is used to allow bond issuers to complete other event driven corporate actions such as M&A, asset sales and investments. It is this operational exibility, which is particularly useful to borrowers seeking to grow their business. Size matters As mentioned above, access to the capital markets is constrained by issue size and the borrowers debt capacity. There are a number of established nancial ratios used for measuring debt capacity in the capital markets with the principal ratios being the leverage ratio and the FCCR (effectively interest cover on loans). Leverage ratios for recent European bond issues ranges from around 2.9x EBITDA for Sappi, a cyclical paper company, to 6.3x for Convatec, a medical supplier, with around 4x being the mode. Table 3 above, provides a matrix summarising the EBITDA and leverage multiples for a variety of tranche sizes. 2 CAPITAL THINKING ISSUE 2 SUPPLEMENT JANUARY 2014 Table 2: Bonds vs Loans Bonds Loans Bullet repayment profile Amortisation (and bullet) repayment profile Floating and Fixed rate Floating rate only Quarterly reporting Monthly reporting covenants Potentially longer tenors Shorter tenors Public disclosures Private information Incurrence covenants Maintenance covenants Repeat issues can be completed swiftly and on attractive terms and conditions For subsequent loans, the credit process is standard, even if terms, conditions and pricing remain unchanged Passive investor base Active lender base Investment of managerial resources to complete the initial prospectus, navigate the ratings process and organise and attend roadshows Shorter time frame to arrange bank finance More capricious capital markets can close in response to market and political shocks Bank lending remains open in all but the most extreme market conditions For bonds at the upper end of the range (c. 200 million), an issuer would need EBITDA of at least 40 million on leverage of 5x. This is high, but not unduly so for a strong credit, whilst EBITDA of 35 million would imply very rich leverage of just under 6x. For a smaller bond of say 150 million, leverage of 5x would be enough to access the markets. Obviously, attractive credits would be able to accommodate higher leverage, which would open the market to smaller issuers such as Soho House, which had senior secured leverage of 5.2x, whilst cyclical credits would need lower leverage and a correspondingly higher EBITDA. From a bank lenders perspective leverage of 5x seems extremely rich for a small company, but the gures are not as dramatic as they rst appear, since bonds can accommodate greater leverage than loans in view of their bullet amortisation nature. In comparison, a loan amortising fully over six years may struggle to accommodate leverage of 3x or greater. but so does quality Obviously the size of the business, or its EBITDA, is not the only consideration and much will depend on other factors affecting the investment decision. These include whether the business is defensive in nature or offers potential growth; whether it occupies a specialist niche with high barriers to entry; whether it has strong market position (number one or two) in an attractive sector; whether it has a track record of stable, if not increasing, cash ows; and perhaps most importantly, whether it has a proven management team who can deliver the proposed strategy. In some cases an asset base will provide an additional measure of credit support although, in general, it is the cash ow, which is the critical factor. Interestingly, Soho House, despite reporting a nancial loss of 17.4 million for the LTM period in the Offering Memorandum, met many of these criteria and thus, despite the additional handicap of being unusually small in terms of EBITDA, was able to complete a bond. This deal highlights that non-nancial factors, such as a strong management team with a credible strategy, can trump the more negative aspects of a deal. Bond terms are highly standardised Debt service is not the only factor confronting potential candidates seeking alternative funding and issuers will want to familiarise themselves with the other key terms of bonds and how they compare with loans. Fortunately, the capital markets have been established for a long time and the high-yield bond market is well regulated with standardised documentation. This means that there is a high degree of standardisation in the key terms applicable to bonds. These are summarised below: High yield bonds are extremely exible and have been issued across the capital spectrum from senior secured (eg NH Hoteles), through second lien (eg Tank & Rast) and senior unsecured (eg Tullow Oil Senior) and as PIK notes (Xella PIK Toggle). In addition they can be used for a wide range of funding requirements including general corporate purposes, growth, renancing bank debt, dividend recaps and acquisitions although the preparation for a bond will require a bridge to provide certainty of funding. European bond markets are eclectic with issuers drawn from a wide range of countries including Spain (NH Hoteles), Italy (Rhiag, Cogetec), Germany, Greece (Emma Delta), Poland (TVN), Netherlands (Nuance) and also some less familiar jurisdictions such as Serbia (SBB Telemach), Romania (RCS), and the Czech Republic (EP Energy). Table 3: Debt Capacity based on Total Leverage Leverage (debt: EBITDA) EBITDA 4.0x 5.0x 6.0x 20.0 million 80 million 100 million 120 million 25.0 million 100 million 125 million 150 million 30.0 million 120 million 150 million 180 million 35.0 million 140 million 175 million 210 million 40.0 million 160 million 200 million 240 million Table 4: Key high yield bond terms Currency: $ most liquid but increasingly and Maturity: Five to ten year (bullet). Much longer and shorter maturities available Payment: Fixed rate (payable semi-annual) or Floating rate (payable quarterly or semi-annual) Coupon: Ranges from 5% for senior secured to 9-12% for PIK but occasionally lower for established and attractive issuers eg Fresenius 2.875% (January 2013) Ranking: Senior Secured (incl. Second Lien), Senior Unsecured, Senior Subordinated or PIK Credit Rating: Typically both S&P and Moodys Reporting: Quarterly and annual Offering: Europe and/or US European offerings do not require SEC Registration Listing venue: Luxembourg, London, or Dublin Investor base: Pension funds, insurance companies, asset managers (dedicated long-term high yield/credit funds), very high net worth retail individuals Preparation: 12 weeks for new issuers (six weeks for established issuers) Application: General corporate purposes (eg growth), refnancing, dividend recaps, M&A To see how European bond markets are accepting smaller issues from mid-market companies, refer to the 2nd issue of Capital Thinking. Please click here to access. CAPITAL THINKING ISSUE 2 SUPPLEMENT JANUARY 2014 3 2014 Grant Thornton UK LLP. All rights reserved. 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No responsibility can be accepted by us for loss occasioned to any person acting or refraining from acting as a result of any material in this publication. grant-thornton.co.uk V23603 / supplement Debt Advisory contacts Shaun OCallaghan Partner, Head of Debt Advisory T +44 (0)20 7865 2887 M +44 (0)7545 301 486 E [email protected] David Ascott Partner T +44 (0)20 7728 2315 M +44 (0)7966 165 585 E [email protected] Michael Dance Senior Consultant T +44 (0)20 7383 5100 M +44 (0)7525 352 760 E [email protected] Jonathan Jones Associate Director T +44 (0)20 7728 3103 M +44 (0)7970 972 261 E [email protected] Christopher McLean Manager T +44 (0)20 7865 2133 M +44 (0)7825 865 811 E [email protected] Jonathan Mitra Manager T +44 (0)20 7865 2407 M +44 (0)7815 144 280 E [email protected] Glossary of relevant terms Bonds Debt securities, which are listed, traded and usually rated bps (basis points) 1/100 of one percent (0.01%). The unit of measurement used to describe the margin, spread or fee in a loan Bridge (fnance) In the context of an acquisition, a short-term loan used by bidders to provide certainty of funding pending the arrangement of longer-term funding, typically a bond Bullet When the entire principal of a bond or loan is due and payable on the fnal maturity date ie, there is no amortisation prior to fnal maturity date Coupon The (fxed) rate of interest paid on a bond. Usually calculated on the face or par value of the bond Dividend recap A recapitalisation where the additional debt raised is used to fnance the payment of a cash dividend FCCR The Fixed Charge Coverage Ratio. A fnancial ratio or covenant, which takes various forms. In the high yield bond market it measures EBITDA to fxed charges (usually net interest). Similar to interest cover in a loan. High yield In debt markets, bonds or loans with credit rating BB- (S&P) Ba (Moodys) and below Investment grade In debt markets, bonds or loans with credit rating BBB- (S&P) Ba (Moodys) and above Leverage ratio Financial ratio often included as a fnancial covenant which measures Debt-to-EBITDA Margin The percentage that is added to a particular interest or base rate (e.g. Libor) to determine the interest rate payable on variable rate debt Notes Another name for bonds Pari Loan/Bonds A capital structure in which a borrower has both bonds and loans, typically an RCF, but occasionally accompanied by both an RCF and a long-term loan, which may include an amortising tranche (TLA) and a bullet tranche (TLB). Invariably the RCF enjoys super-priority vis-a-vis the TLA, TLB and the bond. PIK Pay-in-Kind. Note or loan where the interest remains unpaid, accrues and is capitalised until fnal maturity when it is paid together with the principal due PIK Toggle (or PIYW) Feature often found in PIK loans or notes, which gives the borrower the right to elect whether or not to pay part or even all the interest due for any period. Also known as Pay-if-You-Want (PIYW) RCF A loan facility with a bullet maturity, which allows a borrower to draw and repay and redraw amounts over the life of the facility. Typically used to fund fuctuations in working capital Recapitalisation A change in the capital structure of a borrower in which additional debt is raised so that leverage is increased. The new debt is used to refnance the existing debt, but the incremental (recapitalised) amount is used to fnance a cash payment to the owners Refnancing A transaction in which a borrower replaces existing debt with new debt such that there is no change in the level of gearing. Currently may involve the refnancing of existing long-term bank loans with bond fnancing, whilst the existing RCF remains in place, but may be promoted to super-priority vis--vis the bond Road Show A presentation by an issuer of bonds to potential investors prior to an offering. It involves the senior management, usually the issuers managing director and fnance director, making a series of presentations to analysts, fund managers and potential investors about the impending issue. Depending on the size of the issue the road show may be made over a few days if it is on a regional (e.g. pan-European) basis, or over a week or more if it covers Europe, the USA and Asia Second Lien A secured loan or note which ranks after frst lien loans or notes Tenor Term of loan or bond