Posto un interessante articolo di Bloomberg.com riguardante le richieste di protezione dei bondholders in caso di LBO che viene dal mondo degli investitori in obbligazioni ed i primi sviluppi di questo genere di richieste, animate fra l'altro da vicende come i bid su TDC e su PT (oltre che su ISS, BAA ed altre vicende che chi segue questa sezione del forum avrà avuto modo di approcciare).
Si tratta di inserire nei bond di nuova emissione clausole che garantiscano il riacquisto alla pari in caso di acquisto tramite LBO che porti il rating dell'emittente sotto l'investiment grade (sull'esempio di quanto fu negoziato a suo tempo proprio nei confronti dei bond TDC)
http://quote.bloomberg.com/apps/news...VBY&refer=home
Bondholders Boycott European Debt, Demand Takeover Protection
Feb. 28 (Bloomberg) -- Corporate bond buyers in Europe, bludgeoned by $1.4 billion of takeover-related losses, are on strike.
For the first time in five years, European investors are refusing to purchase bonds unless borrowers promise to buy back the debt if an acquisition sends credit ratings tumbling. BAA Plc, the world's biggest airport operator, Scania AB, Europe's No. 4 truckmaker, and Svenska Cellulosa AB, the continent's biggest tissue maker, were forced to provide the guarantees to sell almost $5 billion of bonds in the past two weeks.
Bond investors are revolting after companies announced $191 billion of takeovers this year, more than double the amount in the same period of 2005, causing debt securities to lose as much 11 percent. European corporate bonds dropped 0.36 percent, including reinvested interest, so far this year as buyouts wrecked credit ratings, according to Merrill Lynch & Co.
``We're drawing a line in the sand,'' said Joe Biernat, head of research at European Capital Management in London, which oversees about $18 billion of debt, including bonds sold by London- based BAA. ``If you're an industrial corporate issuer, you can't come to market right now without offering protection,'' he said in a Feb. 21 interview.
Investors forced BAA to take the unusual step of adding assurances to its bonds after the airport company sold $3.4 billion dollars of debt on Feb. 2, saying it was ``confident'' no takeover was imminent. Six days later, Madrid-based Grupo Ferrovial SA, Spain's second-largest construction company, said it may bid for BAA.
BAA's new 4.5 percent euro-denominated bond due 2018 dropped to 95.16 on Feb. 8 from its 99.754 sale price, sending the yield to 6.3 percent from 4.53 percent, according to RBC Capital Markets Ltd.
Learning `Lesson'
Biernat, 52, helped arrange a conference call for about 50 investors the next day. In a letter to BAA's underwriters, ABN Amro Holding NV, Barclays Capital, Morgan Stanley and Royal Bank of Scotland Group Plc, they threatened to withhold payment for the bonds unless extra protections were included.
BAA, the operator of London's Heathrow and Gatwick airports, added a so-called change of control clause on Feb. 10 that pledged to buy back the debt at face value if the ratings get reduced to below investment grade because of a takeover.
`Going Without Protection'
``There's no reason why we can't insist on'' change-of-control clauses in the future, said Bill Harer, who bought some of the BAA bonds for the $11.5 billion he helps manage at Canada Life in London. Investors learned ``the lesson of going without protection,'' Harer said in a Feb. 23 interview.
Nick Roach, director of treasury and risk management at BAA in London, declined to comment, citing U.K. rules concerning takeovers. London-based bankers at ABN, Morgan Stanley and Royal Bank of Scotland declined to comment yesterday. A Barclays spokeswoman in London had no immediate comment when reached yesterday.
Moody's Investors Service rates BAA at Baa1, the third-lowest investment grade, and Standard & Poor's and Fitch Ratings rank it two steps higher at A. Bonds rated below Baa3 by Moody's and BBB-by S&P are considered below investment grade, or junk.
Stockholm-based Svenska Cellulosa, which sells Coronet paper towels in the U.S., put a change-of-control clause in bonds the company sold on Feb. 23 at the recommendation of its underwriters, ABN, Barclays and Citigroup Inc.
``We had seen what happened in the market with names like BAA,'' Carl-Axel Olsen, Svenska Cellulosa's treasurer, said in a Feb. 24 interview.
The threat to bondholders increased last year as leveraged buyout firms raised a record $134 billion. They may get as much as $150 billion in 2006, according to London-based Private Equity Intelligence Ltd.
LBO Threat
``The absolute amount of money private equity firms have been able to raise is a little scary,'' Jan Seifert, who helps manage $15.5 billion of bonds at Union Investment GmbH in Frankfurt, said in a Feb. 22 interview. ``So long as they have access to leveraged bank loans and high-yield bonds, they will be able to target bigger firms and do quite a lot of deals.''
Seifert asks for change-of-control clauses in every industrial company bond he considers. He said he attempts to reduce the risk of LBOs by avoiding smaller telecommunications and consumer products companies because he considers them the most vulnerable to takeovers.
Companies sold a record $28.8 billion of junk bonds last year in Europe. Leveraged loans in the region doubled to a record $175 billion in 2005, according to data compiled by Bloomberg.
Piling on Debt
Leveraged buyouts hurt bondholders because purchasers typically put up a little of their own money and borrow the rest, piling debt onto the company being acquired.
Bonds sold by TDC A/S, Denmark's biggest phone company, lost 13 percent in 3 1/2 months as Apax Partners, Blackstone Group and three other leveraged buyout firms negotiated a takeover of the Copenhagen-based company for $15.3 billion. The company's debt rating slid four levels to junk after the Nov. 30 takeover was announced.
Investors in Danish cleaning company ISS A/S debt got walloped so badly they threatened to sue. The Copenhagen-based company's 4.5 percent bonds due in December 2014 dropped to 78.02 on March 29 from 100.62 the day before, sending the yield up 3.40 percentage points to 7.81 percent.
`Ripped Off'
Bondholders are also skittish because low interest rates make almost every company a target. Mergers and acquisitions jumped 122 percent so far this year from $86 billion in the same period of 2005.
Portugal Telecom SGPS SA's bonds plunged on Feb. 7 after the country's largest phone company got a bid from smaller rival Sonea SGPS SA, based in Maia, Portugal. Investors lost 11 percent on Lisbon-based Portugal Telecom's 4.25 percent bonds due in 2025. The yields rose 1 percentage point in a day, to 6.07 percent.
``The long-term investor community is getting ripped off,'' said Canada Life's Harer. Leveraged buyouts ``are turning this market into a casino,'' he said.
Industrial companies aren't willing to confront investors after BAA's debacle. Bernard Laliere, who helps manage $5.9 billion of fixed income at Petercam SA in Brussels, said he bought Scania's bonds only after the company included buyout protection.
``I don't think it's possible these days to bring a bond to market that doesn't have the change-of-control clause,'' Laliere said in a Feb. 21 interview.
`Sensitive' People
Sodertalje, Sweden-based Scania sold 600 million euros ($711 million) of 3.625 percent bonds due in 2011 on Feb. 15 at a yield of 45.3 basis points more than comparable-maturity government securities.
``It's becoming more and more what investors want to see in Europe,'' Stina Thorman, a Scania spokeswoman in Sodertalje said in a Feb. 23 interview. She declined to comment on when the company decided to include buyout protection for the bonds.
Svenska Cellulosa sold 3.875 percent securities maturing in 2011 on Feb. 23 that yield 65.6 basis points more than government debt and include a promise that the bonds will be paid in full if the company is taken over and its credit ratings plunge.
``We've seen that investors are hit when there is a change of control,'' said Svenska Cellulosa's Olsen. ``People are very sensitive.''
Shareholder Interests
Eskom Holdings Inc., Africa's biggest power company, included a change-of-control clause in the bonds it's marketing to European investors this week. Caroline Henry, treasurer at Johannesburg- based Eskom, didn't return calls and e-mails seeking comment last week. The company hasn't sold euro-denominated bonds since 2002.
Companies resist pledges to buy back bonds because it makes them more expensive to acquire. Shareholders are typically winners in takeovers. BAA's stock climbed 15 percent on Feb. 8 after the Grupo Ferrovial announcement. Portugal Telecom shares rallied 18 percent on Feb. 7.
``Directors must act in the best interest of the company,'' said Martin O'Donovan, who advises borrowers on laws and regulations for the Association of Corporate Treasurers in London. ``If you have change-of-control that says all my debt must be repaid'' companies become more expensive, he said.
Investors are willing to pay more for bonds that provide a shield. The bonds BAA sold this month with the change of control clause trade at a smaller premium than the company's other debt. BAA's 2018 bonds offer 114 basis points more than comparable government bonds. The company's 10-year securities sold in 2004 without such a clause yield a premium of 125 basis points.
Precedent
Investors last demanded takeover protection in 2001 after telecommunications companies defaulted on $27 billion of debt. Credit quality slid because phone companies across the continent borrowed to spend about $100 billion in 2000 and 2001 on takeovers and licenses to provide wireless services.
``The sheer size of the LBO bids, and the fact that there are such a large number of potential targets around, is making people nervous'' again, Raja Visweswaran, head of European credit strategy at Banc of America Securities LLC in London, said in a Feb. 23 interview.
Two-thirds of the companies Moody's considered downgrading this year were involved in mergers, up from 53 percent last year, Guillaume Menuet, the company's chief European economist in London, said in a Feb. 22 interview.
Investors are using derivatives to hedge against deteriorating credit quality. The annual cost of insuring 10 million euros of BAA debt for five years using credit-default swaps jumped to 105 basis points, or 105,000 euros, from about 35 basis points Feb. 7, according to Deutsche Bank AG prices.
Credit-default swap buyers pay an annual fee and get paid the full amount insured if the borrower defaults. In return, the swap seller gets the defaulted loans or bonds.
A derivative is a financial obligation whose value is derived from interest rates, the outcome of specific events, or the price of underlying assets such as debt or equities.