Debt Side Story Newsletter December 2011

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    NEWSLETTER

    DECEMBER 2011

    KPMG LLP (UK)

    Debt Side Story

    The autumn has been a volatile period in global nancingmarkets, with the ongoing Eurozone concerns loominglarge. In this issue we have covered a handul o currentmarket trends.

    Eurozone contagionThe Eurozone debt crisis has been a

    central ocus or all orms o media and

    bar room discussion over recent months.

    Recent visible impacts have included:

    Continental sovereign downgrades;

    bank asset writedowns; acutely reduced

    interbank lending; and heightened

    investor uncertainty.

    These symptoms have resulted in many

    banks experiencing diculties, both with

    their own unding position and their

    capacity to lend in advance o the arrival

    o US$ 2 trillion o maturing European

    corporate debt in 2012.

    We have recently seen certain European

    banks reducing US dollar lending books,

    driven by reduced inward unding rom

    US institutions. Moreover, limited and

    more expensive access to capital markets

    and increasing regulatory capital

    requirements are increasing the cost o

    bank unding, restricting the fow o credit

    to the real economy.

    Eorts to resolve the sovereign crisis

    and to stabilise unding markets are still

    underway as we head towards the end o

    the year, and all market counterparties

    remain cautious.

    ...consider their undingstrategy or 2012 with an eyeto syndicate composition,renancing timetables andthe need to diversiy undingsources...

    Thus as we watch the eurozone crisis

    unold, there is much ood or thought or

    borrowers, who might take a moment to

    consider their unding strategy or 2012

    with an eye to syndicate composition,

    renancing timetables and the need to

    diversiy unding sources.

    Leveraged logjamCompanies approaching leveraged

    renancing throughout the autumn

    months have continued to experience

    diculties in accessing debt markets,

    which have exhibited illiquidity and

    volatility.

    Well advanced renancing

    preparation will continue tobe key to placing borrowerson the ront oot orrenancing discussions.

    This current logjam prevailing in the

    leveraged loan market has been driven by

    a combination o a loss o condence due

    to the sovereign debt crisis and transaction

    structures signed earlier in the year being

    more aggressive than the current market

    would allow. Such structures have resultedin a level o o-market debt still held by

    underwriting banks which was expected

    to be sold into the institutional loan and

    high-yield bond markets.

    Purchases o such debt have been

    incentivised through increased

    discounting, upwards fexing o pricing and

    restructuring o terms over recent weeks.

    Discounts on loans oered by selling

    banks have been seen as high as 9%

    o nominal value.

    With the current economic downturn

    remaining, it appears that the leveraged

    logjam will subsist into the near uture.

    Well advanced renancing preparation will

    continue to be key to placing borrowers on

    the ront oot or renancing discussions.

    Debt Side Story / December 2011

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    Going back to forward startsThe European loan markets have recently

    seen a re-emergence o the orward start

    acility (FSF), a product last prevalent in

    the market in early 2009 in an environment

    o severely restricted liquidity immediately

    ollowing the collapse o Lehman Brothers.

    I some lenders within a syndicate will not

    grant a maturity extension or a renancing

    process is deemed to have too high an

    execution risk at a point in time, the FSF

    allows borrowers to maintain their level o

    existing acilities through to maturity, while

    securing an amount o extended maturity

    unding, albeit at a reduced level.

    FSFs are separately documented acilities,

    committed rom signing, but only available

    on prepayment and cancellation o the

    existing acility. Current lenders who are

    rolling over receive mark-to-market pricing

    on their commitments under the FSF,

    providing a yield refective o current

    market conditions. Existing lenders not

    participating in the FSF receive no uplit, but

    their original commitments in the existing

    acility remain in place until maturity.

    Given the current lack o liquidity in the

    market and inherently volatile pricing

    atmosphere, it is not surprising that

    borrowers and lenders alike are

    reconsidering these structures. Recent

    examples include UK residential rm

    Grainger Plc, Italian construction rm

    Astaldi and Spanish utility Endesa.

    Ancillary business Emptyyour wallet?Whilst ancillary lines have always been

    important or a borrowers relationship

    bankers, these additional acilities are

    increasingly driving the appetite and

    participation o lenders. Borrowers should

    not underestimate the importance o their

    ancillary requirements and spend when

    deciding how to divide business betweentheir syndicate and appropriately

    incentivise their relationship banks.

    At the larger end o the market, the

    incentive o uture advisory or capital

    markets business is increasingly a pre-

    requisite or sourcing competitive terms

    and at the smaller end, hedging, deposits,

    cash management, leasing and even

    corporate credit cards can make the

    dierence or potential lenders.

    Basel III pricing models arebecoming increasingly relianton ancillary returns to ensuremargins remain competitive.

    The lack o ancillary business is a

    particularly pressing issue in the current

    environment given the impact o increasing

    regulation on banks return requirements.

    Basel III pricing models are becoming

    increasingly reliant on ancillary returns toensure margins remain competitive. The

    worrying thing or borrowers is the

    disconnect between the ancillary haves

    and have nots.

    The market might benet rom a two tier

    structure, allowing smaller lenders to

    participate at margins that meet minimum

    hurdles whilst the traditional ancillary banks

    ght it out or a more keenly priced tranche

    with embedded benets. In the meantime,

    borrowers can expect to see continued

    disparity between lenders in renancings.

    Premium BondsFollowing a six week slowdown in

    issuance over the summer months,

    the European corporate bond

    market has shown some signs o lie

    in recent weeks; however entrance

    to the market is coming at a price.

    The market has started to nd some

    momentum in the last couple omonths, with some issuers reacting

    to an uncertain tomorrow by

    choosing to issue into already

    turbulent markets. Successul

    issues in this period have generally

    been rom established, well liked

    names and have been characterised

    by new issue premia.

    In more benign market conditions,

    new issues would generally be

    priced based on the secondary

    curve (potentially with a small newissue premium). In the month to

    mid-October however, new issue

    premia or European A and BBB

    rated issuers were averaging

    c.20-55bps. Some issuers even paid

    a more extreme price to secure

    unding; Enel (A-), an Italian utility

    was estimated to have paid a

    premium o c.70bps on top o its

    pre-announcement spread or a

    bond issued on 21st October.

    However, spread isnt the only actor

    to consider in these uncertain times

    as basis costs remain low. Issuers

    will consider these market

    conditions in the context o their

    unding and timing requirements

    and should maintain a nimble

    approach and be positioned to

    access windows o market

    availability as they open.

    In the next edition of the Debt SideStory... On Credit Watch EU

    proposals on credit rating agencies.

    KPMG Debt Advisory has a long track record of providing specialist, independent advice across the full spectrum of debt

    products and markets. If you want to know more, please give us a call.

    Neill Thomas

    Partner, Corporate Finance

    T: +44 (0)20 7311 4757

    E: [email protected]

    David Reitman

    Partner, Corporate Finance

    T: +44 (0)20 7694 3113

    E: [email protected]

    Peter Bate

    Director, Corporate Finance

    T: +44 (0)20 7311 8307

    E: [email protected]

    Simon Mower

    Manager, Corporate Finance

    T: +44 (0)20 7311 8967

    E: [email protected]

    The inormation contained herein is o a general nature and is not intended to address the circumstances o any particular individual or entity. Although we endeavour to provide accurate and timelyinormation, there can be no guarantee that such inormation is accurate as o the date it is received or that it will continue to be accurate in the uture. No one should act on such inormation without

    appropriate proessional advice ater a thorough examination o the particular situation.

    2011 KPMG LLP, a UK limited liability partnership, is a subsidiary o KPMG Europe LLP and a member rm o the KPMG network o independent member rms aliated with KPMG International

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