1.11.2012

Global Distressed Debt Investing Summit

On February 8th, the 3rd Global Distressed Debt Investing Summit will take place here in New York City. There looks to be a very strong group of presenters from buy side shops such as Littlejohn & Co., Octagon, Versa Capital,  Karsch Global Credit, and Avenue Capital.  The panels look fantastic covering issues that are currently facing investors including the state of the capital markets, the issues in the leverage loan and CLO markets, global distressed debt investing (topical because of Europe), and many others.  Here is a note from the conference organizers:

iGlobal Forum is pleased to announce the 3rd Global Distressed Debt Investing Summit due to take place on February 8th, 2012 in New York City.  As the distressed debt market navigates through the evolving changes in the economy, new types of deals and opportunities are opening up for prospective investors.  Now more than ever, the expanding distressed debt field is of a great interest on a global stage as Europe’s debt market continues growing and outperforming the US.  With the recent European credit crisis strongly affecting worldwide markets, it also provides a new outlook and opportunities in a number of different sectors.   The upcoming Summit will provide attendees the chance to explore opportunities in the major sectors such as real estate, structured credit investing, the wavering Maturity Wall, and more.  
For those looking for more information on the conference, please visit the conference website: Global Distressed Debt Investing Summit.  Distressed Debt Investing will be in attendance and we will be sure to bring you coverage of the issues and topics presented.  Hope to see you there.


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Distressed Debt: Petroplus and Guarantor Structures

(Update: Wrote this last night. 3 people emailed me after saying I was missing a great short term trade. They were right. Bonds up 8 points on news that Company reached a temporary agreement with lenders for liquidity and a possible agreement with a third party for supply of crude for Croyton and Ingolstadt)

Yesterday, I mentioned that one of the ways I find distressed debt ideas to research is via the price action.  Here is a chart of Petroplus' 7% bond due 2017:



In the painfully slow, last week of the 2011, Petroplus ("the Company") announced that its revolving credit lenders froze approximately $1 billion of uncommitted lines under its revolving credit facility.  Bonds dropped 10 points from 60 to 50 on the news.  News started to trickle out that the company would need to shut down some of its refineries as the lack of liquidity would make it impossible to source crude for its refining operations. The company was downgraded by both S&P and Moody's, with both rating agencies citing near-term liquidity risks at Petroplus.

The Company announced that it was continuing negotiations with its revolver lenders, and that it would commence a temporary shutdown at three of its five oil refineries.  Then, on January 5th stated this in a press release:

"The Company also announced that access to all of its credit lines under the Revolving Credit Facility has been suspended and access to its pledged bank accounts with its Revolving Credit Facility lenders has been restricted, pending the outcome of the negotiations with the RCF lenders."
Bonds dropped another ten points on the news.  Press reports indicate that since then, Petroplus has hired four financial advisors (including Rothschild), and bank lenders have also hired counsel and an FA to assist in the ongoing issues at the Company. 

Stepping back just a bit, Petroplus is one of the largest refiners in Europe.  They own 5 refineries:
  • Coryton Refinery in the UK
  • Antwerp Refinery in Belgium
  • Petit Couronne Refinery in France
  • Ingolstadt Refinery in Germany
  • Cressier Refinery in Switzerland
According to the Company, these refineries have a combined capacity of approximately 667,000 barrels of crude per day. In its announcement stating that all its credit lines have been suspended, the Company noted that two of the five refineries are being shut down, one is expected to run out of crude in the next week, and that the two remaining (Ingolstadt and Coryton) are running at lower than normal capacities. Without liquidity, Petroplus cannot purchase its raw material (crude) to process into refined products.

Complicating this situation further are three salient points:
  1. If the company does indeed file for bankruptcy, it may be quite messy given the multi-jurisdictional issues related to a European restructuring
  2. Europe is almost certainly going to be in a recession meaning the demand for refined products will be lower, pushing prices down, while the price of crude may continue to move higher pushing the crack spread to very low and possibly negative levels
  3. The guarantor structure, while on the surface looks reasonable, is actually very questionable
Let's take point #3 and examine it a little closer.  For reference, you can find the documentation for the four publicly traded bonds here: Petroplus Bond Documentation.  The Company issues its 4 bonds out of a finco "Petroplus Finance Limited." Here is the org chart according to the 9.375% OM:



According to the 9.375% Indenture, the Guarantors are defined as:
  • the Company (Petroplus Holding AG)
  • PRML (Petroplus Refining and Marketed Limited which owns the Coryton facility)
  • PPI (Petroplus International BV)
  • Petroplus France (Petroplus Holdings France SAS which owns the Petit Couronne and Reichstett refineries, but through subsidiaries)
  • Petroplus Bermuda (or Petroplus Finance 2 Limited)
This is where things get very tricky.  Reading further in the OM, you get this:

As of the Completion Date, the Senior Guarantors will consist of the Company, PRML, PPI, Petroplus France and Petroplus Bermuda.
  • The Company is the parent company of the Petroplus group and holds, directly or indirectly, the Capital Stock of all of its Restricted Subsidiaries and does not conduct any revenue-generating operations.
  • PPI is a first-tier intermediate holding company.
  • PRML directly owns and operates the Coryton refinery; directly owns the Capital Stock of Petroplus Refining Teesside Limited, which own and operates the Teeside refinery; directly owns the Capital Stock of Petroplus Marketing Limited, which engages in commercial activities with respect to the Coryton and Teesside refineries.
  • Petroplus France directly owns the Capital Stock of (a) Petroplus Raffinage Reichstett SAS, which owns and operates the Reichstett refinery, (b) Petroplus Raffinage Petit-Couronne, which owns and operates the Petit-Couronne refinery and (c) Petroplus Marketing France SAS, which engages in commercial activities for the Reichstett and Petit-Couronne refineries.
  • Petroplus Bermuda is a finance company and does not engage in, or generate any revenues from, refinery operations.
My emphasis added.  While Petroplus France (more specifically Petroplus Holdings France SAS) is a holding company owning the stock of the Reichestett refinery and the Petit-Couronne refinery (via Petroplus Raffinage Reichstett SAS and Petroplus Raffinage Petit-Couronne, respectively) , the liabilities at those entities would come ahead of you in a recovery.  You would be left with the residual value (asset - liabilities) which would then flow up to through the recovery waterfall.  From my estimation, the only refinery in this structure in which you have a real hand in the recovery is the Coryton refinery.  I have yet to find a good break out of liabilities and am still working on building that from the ground up.  Here is an asset / revenue breakdown from the 2010 annual report:


And here is a break-down of the currency break-down of trade payables (not sure how helpful this is):


In addition, the 9.375% OM states:
"Following the assumption of the obligations under the Notes by Petroplus Finance Limited and the release of the proceeds of the Offering from escrow, the Notes, the New Convertible Bonds and the Existing Senior Notes will be secured (equally and ratably) by the following collateral: (a) intercompany loans made by Petroplus Finance Limited to Petroplus International B.V. and Petroplus Holdings France SAS in an aggregate amount equal to (i) the aggregate principal amount of the New Convertible Bonds ($150 million) and (ii) the aggregate principal amount of the Notes, (b) an intercompany loan made by Petroplus Finance Limited to Petroplus International B.V. in the amount of $1.2 billion, (c) intercompany loans outstanding to Petroplus Marketing AG of no less than $1.0 billion and (d) a pledge of all the shares of the Petroplus Finance Limited."
This disclosure brings up all sorts of "double dip" issues that frankly, I have yet to wrap my arms around yet.

This is the first of probably many posts on Petroplus that I will share with you as the situation unfolds. Right now my initial inclination is stay on the sidelines despite my belief that an asset like Coryton is a pretty darn good one.  To me, the company is going to need a lot of capital to restart its operations (or convert its operations to storage) and purchase crude (i.e. priming risk), the situation in Europe is not conducive to expanding crack spreads (though the closing of the Petroplus refineries will surely help their competitors), and the suspect guarantor structure, among other things.  I am still sharpening my pencil on this one and would love to hear if you are working on it.  

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1.10.2012

Where to look for ideas in Distressed Investing?

Over the weekend, a reader sent me a question on how I go about finding this to look at in distressed debt land. I may have covered this on the blog tangentially over the past few years, so I thought I would take a stab at it with a summary post.

More often than not, and maybe I am alone in this, ideas kind of fall into my lap.  Thinking over the past few months I've spent an inordinate amount of time on MF Global, American Airlines, Jefferies, etc.  More specifically, in the past week, all I've really been working on is Petroplus (I have no position one way or the other at this point and will do a post on it later this week).  So here is essentially how it went:

  1. Petroplus bonds down 35% to the high 30s
  2. Start looking at the bonds
That might sound amazing simple, but really, that is exactly how it happened.  I know about 4 or 5 analysts that started looking at the bonds when they dropped in November.  I never got a chance to so now I am playing catch up.

With that said, when times are more sanguine than they have been in the past few months, I will use that time to sharpen my pencil on names that had little sponsorship or no hard catalyst but was trading at a juicy yield.  I've been looking at Ahern for over a year now flying in the dark as they had not released financials for some time (we got our first glimpse from the bankruptcy filing).  I've looked at ATPG for nearly a year now.  I've looked at Eastman Kodak (and still really don't have much opinion) for three years now.

In that, I want to know who the players are in a particular situation.  On both the investing side and the financial advisor side. If a group of investors are getting together to provide a DIP for XYZ debtor, and I have a position in the name, I want to be part of that group to protect my original investment.  "FAs" take a ton of calls from the buyside trying to better understand the dynamics of a situation.

One of the greatest aspects of distressed debt investing is that complexity creates opportunity.  Lehman Brother and American Airlines have such rich capital structures, with so many avenues to allocate capital, that an analyst could spend an entire year working on one or the other.  Seth Klarman once noted in a speak to Columbia Business School students that Baupost had an "Enron Analyst" - the analyst's sole job was to understand everything Enron and help Baupost make money anywhere in that structure. Because of this dynamic, capital structures themselves present opportunities for me.  While this is more than likely in more complex bankruptcies, the fact remains that capital structures are indeed getting more complex with 1st / 2nd lien structure, varying guarantors, etc.

I talk to a lot of other investors.  One of the reasons for me starting the Distressed Debt Investors Club is so I could have an avenue to write to other investors during the day (I have about 500 posts on the member's message board).  This inevitable creates a two-way conversation offline where me and another intelligent investor can compare notes not just on a specific bond or equity, but also shares ideas or what we are spending our time on.  In addition, I read my "competitors" SumZero and VIC for ideas on the equity side that I may have missed.  I also read notes and presentations from the sell side's distressed desk analysts to see what is topical to investors and what the market is pricing in.

I read a ton of bankruptcy filings. Too many probably.  It's a guilty pleasure.  All those references to 363s, lease rejections, cram-downs...Is it getting hot in here?  In all seriousness, I try to keep a calendar of all major bankruptcy proceedings coming up and either listen in via CourtCall or know someone attending the proceeding to see if any news comes out that isn't fully reflected in the price at the time.  From a post re-org perspective, I want to know the first day the stock trades (when issued) and want to have an opinion on valuation before that so I can act accordingly. 

In addition, and some will call me crazy, but I take a cursory glance at every publicly traded bankruptcy filing that has a listed ticker.  Many times the equity in these are zero.  With that said, one out of every twenty-five in my estimation is a hidden goldmine.  Last year, at one point in time, I had 30% of my personal account allocated to the equity of a company in bankruptcy.  The downside was diminimus (there was a stalking horse bid already at above the equity trading price) with substantial upside (someone came in well above the stalking horse resulting in a nice gain).  For those interested, you can run the function BNKF in Bloomberg for all bankruptcy filings (Note: This is not for the faint of heart).

Moving back real quickly to post re-org equities, I have a Bloomberg monitor with every reasonably liquid  company that has emerged in the last five years showing me all time lows, 52-week lows, emergence price. If something is really ticking down hard, I'll refresh on the situation (I probably covered it in bankruptcy so shouldn't be that hard to get up to speed) and see if I have a reasonable idea on valuation.

I think a way to describe my search process is "pain." Where is the most pain for investors?  Where is it hurting the most?  Some call it "blood in the water" ... I simply think of it as opportunity.  Pain usually is synonymous with forced selling,  Taking advantages of forced selling is where money is made for the enterprising investor and that's where you should be looking.  Nearly two years ago on the DDIC, I made a quick list of a few these opportunities:

Distressed
- Post-Re org equities - Many investors (i.e. CLOs) can't hold equity and are forced to sell
- CCC downgrade effect (certain accounts can't hold CCC assets or are penalized holding CCCs and are forced to sell)
- Default or hiring financial adviser effect (certain accounts need to sell bankrupt companies)

On-the-run Credit
- CLO "80" effect - CLOs mark purchases above 80 at par.  If bought below par, bad issues arise
- Cross-over effect (certain accounts can't buy sub IG credit. When upgraded, natural tightening of spreads)
- Primary versus Secondary Trades: If a deal comes tight in the primary, secondary spreads should also tighten

Equity
- Merger Arbitrage
- Index additions and deletions
- Tax loss harvesting causes irrational selling in the 4th quarter (see Mike Burry)
- New lows cause irrational selling
- Spin offs selling effect
- Dual class A/B arbitrages
- SPAC investing (warrants, arbitrage)
- Closed End Fund Discounts
- Super micro-cap / illiquid stocks
- Thrift conversions
- Busted MLPs

Where else are investors finding market inefficiencies created by forced selling?  Would love to hear about them in the comments.

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1.04.2012

Non-Agency RMBS: Private Label MBS - Quick Commentary and Valuation Overview

A few months ago I wrote an introductory post on Maiden Lane and Non-Agency RMBS.  Since then, I've wanted to bring on someone to help write posts on the various flavors of structured/securitized finance.  If you remember, in November, I reached out to readers to see if people would like to contribute.  Luckily, I got a perfect match on the structured finance front.  In 2012, we will try to do at least one post a month discussing everything from CMBS to Prime-X to CLO liabilities.  As we add new writers throughout the next few months, I will add them to a contributor section in the right side-bar so you can see all of the relevant posts to a topic.

With all that said, here is an introductory post on the valuation on private label / non-agency RMBS.  We will be doing a few posts explaining some of the introductory materials in the coming weeks.  Enjoy!

Private Label MBS - Quick Commentary and Valuation Overview

As a subset of the structured products world, non-agency RMBS are essentially claims to cashflows from pools of non-agency guaranteed mortgages. These securities are backed by mortgages that were not qualified to be securitized by the GSEs due to their large balances, lack of full documentation, low credit scores or non-standard terms such as negative amortization schedules. As a result, non-agencies are very sensitive to the credit performance of their underlying collateral.

Current Landscape - 2011 performance:

Non-agencies experienced continuous price appreciation throughout 2010 and into March of 2011, driven primarily by supply constraints and relative cheapness of the sector. Since then excess supply from Maiden Lane II and European Banks, rally of the forward curve and heightened macro-economic volatility have brought the sector down 30% from their March peak. Nomura Securities has recently published that the spread between the ABX 06-2 AAA and CDX HY 5yr is trading at 1 year wides – the relative value is further highlighted by the fact that spreads in the ABX are loss adjusted. In light of the opportunities provided by this sector, I have provided an overview of the valuation process of non-agency bonds below.

Valuation Overview

1) Identifying Characteristics of the Bond 

  • Collateral type- borrower type (SP, AA, OA, Jumbo), Fixed vs ARM, loan count, geographic concentration
  • Structure- seniority, credit enhancement (OC/XS), sequential vs pro rata, delinquency and loss triggers
This information is readily available on both Intex and Bloomberg. The classification is useful as different collateral types/seniorities will result in drastically different cashflow projections and discount rates.

2) Projecting Cash Flows 

The 3 primary drivers of non-agency RMBS cashflows are CPR (voluntary prepayments), CDR (defaults) and SEV (severities). These assumptions take the form of time denominated vectors and should reflect both the current collateral performance and the investor's macroeconomic views. Close to the entire universe of non-agency RMBS waterfalls is modeled on Intex. Intex can take in the user's assumed cpr/cdr/sev vectors and output the expected cashflow profile of the bond (which will vary depending on its position in the deal's capital structure). Thus, producing an accurate cash flow profile is dependent on the investor's cpr/cdr/sev assumptions. (Dealers will often aid investors in running the bonds based on their assumptions of the collateral.)

In general, non-agency collateral types have exhibited the following lifetime cpr/cdr/sev:


While these numbers can be used as general guidance, cashflows must be projected at the deal level. Below are some more general points on cpr/cdr/sev to use for further guidance:

  • Historic 1-month, 3-month, 6-month, and 1-year cpr/cdr/sev data for a deal can be found on Bloomberg by typing “SEV”. This can also be found on Intex by expanding the history in the collateral section. In absence of special situations that can cause drastic spikes in immediate prepay, default or severities (ie. servicer takeover or resolution of servicing lawsuits), the most recent 1-month or 3-month numbers can be used to proxy for the deals’ near term cpr/cdr/sev’s.
  • Longer term prepayments will generally experience burnout and trend downwards as borrowers with the means to prepay will have already done so during 2010-2011, when refi rates hit historic lows.
  • Medium term default levels will likely exceed those of short term as cdr’s have been relatively muted in 2011 due to servicer lawsuits from improper foreclosures and modification initiatives. Cdr’s are expected to pick up again in the upcoming year as the foreclosure moratorium continues to lift and as servicers run out of loan mod options. Long term defaults will likely also exhibit a slight drop as the collateral pool will also experience credit burnout. Note that differences in cdr curves can be seen across servicers (Countrywide serviced bonds have muted cdrs while Carrington bonds have recently been liquidating above 20 cdr)
  • 2 main ways to project long term default:
    • Collateral multiplier: Look through Bloomberg, Intex or LP’s collateral stratifications and identifying the % size of the 1 year current and 60+ (inclusive of BK, Foreclosure and REO) buckets. One can then run various default vectors on intex until they reach remaining liquidations to around 1.5-2x size of 60+ delinquency bucket and/or 100 minus 1-1.25x size of the 1-year current bucket. 
    • PD by Collateral Bucket: Assign a probability of default to every permutation of CLTV, FICO, and Loan Balance bucket within the remaining collateral and take a sumproduct of the probability with the relative size of each bucket to arrive at the remaining liquidations number.
  • Given a large portion of cashflows for distressed non-agency sectors come from liquidation proceeds, projecting severities is perhaps the most important part of RMBS investing/trading. Base adjustments to cohort level severities are made based on loan size, where smaller loans generally receive lower recoveries,  geographic distribution of loans, where higher concentrations of loans in judicial states imply longer liquidation timelines and higher severities, general timeline for liquidations of delinquent loans and HPA adjusted for LTV. In general, dealers are expecting a slight increase in medium term severities due to 2011’s extended liquidation timeline. Long term severity will likely decrease below current levels due to generally better collateral composition (LTV of current collateral is low from a historical perspective), increased concentrations of modified loans (modified loans exhibit 7-8% lower severities) and will also incorporate the investor’s view on hpa (higher hpa implies lower severity).
  • Additional considerations: For subprime front pay bonds, investors pay very close attention to servicing trends. Recent consolidation of the servicing industry (acquisition of Litton, HomeEq and Saxon by Ocwen) has resulted in significant servicer recaptures and disruptions to cashflows to front pay subprime bonds (Ocwen is known to be one of the most aggressive servicers in terms of recaps). One can sanity check payments streams for these bonds by looking at projected interest versus actual interest received in recent periods.
3) Discounting/Valuation

Finally, one must discount the obtained cashflows with an appropriate risk adjusted yield/oas to arrive at an intrinsic price (yields are most commonly used). These yields generally vary with macroeconomic fluctuations, housing price uncertainty and housing policy developments.  Given the uncertainty of the collaterals’ cashflows, investors/dealers will generally run yields of non-agencies at different cashflow scenarios (stress/optimistic) and arrive at a narrow range of potential prices.

From recent BWIC’s, the range of non-agency collateral types have exhibited the yields presented below:


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1.03.2012

Distressed Debt Investing: Returns and Defaults for 2011

According to CSFB's High Yield Index, the high yield market returned 5.47% in 2011. It felt mighty worse for most investors as spreads widened approximately 150 basis points during the year (many total return investors hedge interest rates which tightened dramatically throughout the year).  In addition, it was simply a very bumpy ride throughout the course of the year.  Here is a chart of the YTD Total Return of the CS HY Index:


Source: Credit Suisse


As you can see, throughout the first half of the year it was a steady grind for investors with spreads hitting a low in the beginning of April fueled by sanguine default outlooks, healthy inflows, and robust appetite of new issues. We all know what happened next (debt ceiling, increased fears over Europe and double dip, etc).

Credit Suisse's "Distressed Securities" category which captures CC, C, and default securities was down 5.46% for the year which is in the range of where I am hearing distressed debt funds performed during the year.

On an individual bond basis, there were a lot of big losers during the years.  Here is a quick snapshot of some of the more liquid names:


Stressed / Distressed Losers of 2011
  • General Maritime Senior Notes (Down 92% on the year...ouch)
  • Harry & David (Depending on where you have it marked, down ~90%)
  • VeraSun Senior Notes (Down 82%)
  • NorskeSkog Senior Notes (Down 80%)
  • Sino-Forest, all flavors that weren't repaid (Down ~80%)
  • NewPage 2nds (Down 80%)
  • AMR [certain flavors including the 6.25%] (Down ~75%)
  • PMI Senior Notes (Down 75%)
  • MF Global various flavors (Down 70%)
  • Foxwoods 8.5% (Down 65%)
  • EK 7.25% (Down ~65%)
  • William Lyon Homes Senior Notes (Down 65%)
  • Hawker Subs (Down 63%)
  • DirectBuy 2nd Liens (Down 63%)
  • Nebraska Book Sub Notes (Down 60%)
  • Ahern 9.25% (Down ~55%)
  • Aquilex 11.125% (Down ~55%)
  • Travelport 11.875% (Down ~55%)
And remember, this is just bonds.  We saw many 2nd lien loans drop precipitously during the year (Quiznos for instance).

Sources: CSFB, JPM, TRACE, Bloomberg

As mentioned above, the default environment for the first half of the year was relatively benign.  Throughout the 2nd half of the year, the number of issuers defaulted ticked up with a number of big name bankruptcies including AMR, Dynegy, and MF Global.  Here is the list of names that defaulted during the year (in alphabetical order):
  • AES Eastern Energy LP
  • Ahern
  • Aquilex (missed payment)
  • American Airlines
  • Borders Group
  • Catalyst Paper (missed payment)
  • Constar International
  • DEB Shops
  • Delta Petroleum
  • Dynegy
  • Friendly Ice Cream
  • General Maritime
  • Graceway Pharmaceuticals
  • Harry & David
  • Nebraska Book
  • NewPage
  • OPTI Canada
  • Perkins & Marie Callender's
  • PMI Group
  • Real Mex Restaurants
  • River Rock Entertainment
  • Sbarro
  • Summit Business Media
  • Trailer Bridge
  • William Lyon
According to JPM, the par-weighted default rate for bonds and loan during 2011 was 1.8% and 0.4% respectively, in line with forecasts of a muted default rate for the year. 

This coming year analysts across the street are generally predicting a higher default rate for high yield credit relative to 2011.  Depending on who you talk to, estimates range from the low of 1.5% (JP Morgan) to a high of 4.8% (Goldman Sachs).  On the whole though, it seems that default assumptions for 2012 are higher now than they were a year ago reflecting credit strategists increased pessimistic view on the investment environment.

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Email

hunter [at] distressed-debt-investing [dot] com

About Me

I have spent the majority of my career as a value investor. For the past 8 years, I have worked on the buy side as a distressed debt and high yield investor.