RE: The Slingshot Effect5 Aug 2018 22:02
Simple and obvious? Mmm?
Liberty Global describe their arrangement as a Collar, ITV Collar to be precise. It is a protective strategy on a long stock position, created by purchasing an out-of-the-money put option while simultaneously writing an out-of-the-money call option. The put protects from a SP drop, the call produces income to offset the cost of the put, and allows Liberty Global to profit on the stock up to the strike price of the call.
So far so simple. However, the investment in ITV was financed through borrowings under a secured loan agreement, the ITV Collar Loan. The shares are pledged as collateral under the ITV Collar Loan.
The important point: "the counterparty has the right to re-use all of the pledged ITV shares". This includes all 398.5 m shares, which have been placed into a custody account. "Under the terms of the ITV Collar, the counterparty has the right to re-use the pledged ITV shares held in the custody account, but we (Liberty) have the right to recall the shares that are reused by the counterparty subject to certain costs".
It's all very straightforward until you get to the "right to re-use the ITV shares held in the custody account". What could that mean? Would they be allowed to sell the shares? Would they be allowed to loan the shares to another party, who then sells them?
All perfectly legal and above board. A bank agrees a loan to a company to fund a share purchase, the shares act as collateral together with a Collar to minimise a fall in their market value. This virtually guarantees repayment of the loan. But why the need for a re-use clause with the ITV Collar?
Also, it wasn't clear if the counterparty of the ITV Collar Loan and ITV Collar is Goldman Sachs. I didn't see anything definitive to confirm that.