Stage 2: a h.y.bond solution17 Jun 2019 12:22
The JPM alternative proposal is quite complicated and not easy to understand. Since its announcement on the 30th of April, 2019, more than one month has passed, I am still struggling to understand it fully. I have tried to summarize it in the following, and please correct me if there is anything wrong in my understanding:
The JPM alternative proposal provides an open market solution, or more specifically, a high yield bond solution with an equity component and an overdraft facility. The equity component includes new shares ($425m) and convertible bonds ($400m with terms encouraging early conversion to shares), aiming at enhancing the SM asset guarantee for the bonds, which are managed, but not underwritten by JPM. The overdraft facility (a revolving credit facility (RCF)), is managed and underwritten by JPM, aiming at raising the confidence of the potential high yield bond purchasers and providing a time and funding buffer for SM to raise further tranches of high yield bonds.
The issuance of the high yield bonds will be in six $500 million tranches ($3b in total):
- An Initial $500m high yield bond tranche (c.10%), which kick-starts the RCF; and
- Five further $500m high yield bond tranches.
Before each of the further 500m bonds is sold, SM may have a $500m drawdown from the RCF in advance and then return them to the RCF after the tranche of the bonds is fully sold.
The flexibility of the RCF is reflected in the fact that SM may take money from the overdraft facility at any time when needed (once it becomes available). However, the RCF has also restrictions: a) the initial $500m bond tranche is its pre-condition; b) it has two drawdown limits: the first is set at $500m with a lower cost (c.8%, an overdraft warning is sent); and the second is set at $1 billion if the first $500m is not returned then the second $500m would incur a higher cost (c.12%, a warning is sent to remind SM if no further tranche would be available if not money is return, or any further tranche would incur sharply high cost, c.25%). These limits make it clear that the RCF is a temporary overdraft facility rather than a funding source for long term funds. When the limits are respected and each drawdown is returned, after the five drawdowns of $2.5b, there will be another $1b available in the RCF for contingency purpose.
As the lending of the RCF tranches is of short-term, and their interests usually are (i.e., with each tranche returned before accessing the next) lower than that of h.y.bonds, lenders are encouraged to act as the refinancing source of the h.y.bonds, such that they may earn higher interests for a longer period (c.7 years).
Note: the interests given above are indicative.