Analysing and Restructuring Distressed Corporate Debt

Transcription

1 Analysing and Restructuring Distressed Corporate Debt Combining Financial Theory with Practical Examples This Course Can Be Presented In The Following Formats: Public Course Dates: 3-5 September 2019 Standard Price: 1,800 Membership Price: 1,440 Timings: 09:30 17:00 Location: London Face to Face In-House This course can be tailored and presented in-house at your location for 5 or more participants Live In-House Webinar This course can be tailored and presented exclusively via live webinar for your company for a group of participants. Participants are given a link and login and the trainer presents the course to a maximum of 20 participants. Participants can login from different offices. Pre-Recorded In-House Webinar The trainer records the course exclusively for your company in one session or in bite-size video files. We provide access to our Learning Management System, the whole course and all supporting course materials for an agreed amount of time (6 or 12 months) for an agreed number of participants (30 1,000). Trusted By: The Banking and Corporate Finance Training Specialist

2 What Makes This Course Different It combines financial theory with practical examples that should be relevant to delegates' actual NPLs It uses up to date case studies of firms that are distressed and in restructuring The focus on early warning signs should help delegates spot deteriorating credits in advance of covenant breaches Delegates will be given a comprehensive forecasting model that incorporates the main financial Course restructuring Overview solutions The model also allows for modelling of different operating scenarios Course Objectives How to identify warning signs of distress in the financial statements and notes How key financial and productivity ratios can be useful predictors of distress How to decide whether a business should be restructured or liquidated How to undertake financial forecasting for a distressed firm Learn about inter-creditor considerations Learn about the main operational, financial and capital restructuring measures that can be used to rescue a distressed firm Course Content Day One Session 1 Terminology Divergences in the definition of NPLs and distressed assets across countries, legal regimes, accounting regimes, banks and data sources Overview of recent rating agency global default studies Session 2 Diagnosis of the problems and early warning signals Is the distress caused by an unworkable business model, too much leverage or a lack of liquidity? Is the cause of the distress within the firm s control? Sovereign, macro-economic, cyclicality Industry or market specific challenges and deterioration Firm specific management, operations, capital structure Stock market signals for listed firms and signals from the CDS market Session 3 Analysing the accounts of distressed firms Overview of the accounts of firms in distress, re-organisation and liquidation Focus on the income statement Is there a revenue problem? Revenue recognition (IFRS 15) Is there a fixed or variable cost problem? Is there an asset turnover problem? Are the finance charges too high? Will rising interest rates compound the problem? Why interest cover may give a mis-leading impression

3 Day Two Session 3 Continued Focus on the cash flow What are there differences between operating profits/losses and operating cashflow? Level of and trends in operating cashflow Is net working capital a problem? Can the firm cover its finance charges, tax, provision uses and capex payments? Is the firm in the middle of a major capex programme? What is the level of cash burn? Have shareholder distributions contributed to the problem? To what extent is the firm dependent on external financing? Focus on the balance sheet Prospect of asset impairments Asset recovery values Potential for asset disposals Analysis of debt and quasi-debt (leases, derivatives, deferred payments) Analysis of other liabilities (tax, deferred tax, provisions, retirement benefits, deferred revenues etc) Analysis of liquidity sources. To whom do the financial assets belong? Are they accessible? Debt maturity profile Does the firm have negative equity? Overview of the notes Divisional analysis Finance income and expense Contingent and other off balance sheet liabilities Post balance sheet events Analysis of key ratios trends and levels Profitability, interest cover, leverage, liquidity, ROIC, asset based rations (where relevant), debt service ratios, cash coverage ratios, dependence on external financing Altman s Z score KMV credit scoring model Session 4 Initial reactions to distressed situations ECB Guidance, March 2017 How clear is the debt structure? Is the group liable for off balance sheet debt? Are there multi-obligors and structural subordination? Is a standstill agreement required? Stock exchange disclosures for listed firms that have or will breach their debt agreements What can lenders do if the firm is deteriorating but has not yet breached a covenant? Covenant waivers, resets and amendments The advantages and disadvantages of calling an event of default Is the firm requesting additional short and/or long term funding? Requesting an accountant s viability and financial position report Should the lender(s) give more time and/or lend more money?

4 Lender-led solutions Day Three Session 5 Standstill agreements The standstill agreement typical clauses Who to include in a standstill Company finance availability in standstill Considerations for entering a standstill Steering committees; formal versus informal: rewards, risks and indemnities Use and role of professional advisers Session 6 - Exploring the work-out options Show the firm be liquidated now or later? Should the firm be rescued? Option 1: Operational restructuring Restructuring objectives Rescuing a business; halting decline and creating stability Management does the firm need new or additional directors? Strategic analysis and new strategy Reviewing the business and external reports Maximising cashflow generation Option 2: M&A Acquisition by or merger with other entity or entities Asset disposals and break-ups Option 3: New equity Background considerations to capital restructurings Equity injection Shareholder loan Equity cure Contributing additional cash generating assets as new equity Option 4: Revised debt terms Amendment mechanisms in the financing documents Amendment of financing terms - extended maturities, deferred amortisation, PIK, PIK toggle, cash sweeps Evaluating the potential returns for revised financing terms - additional security, equity kicker/warrants, convertible loans, ratcheting exit fee, compounded PIK returns Option 5: Debt restructuring/write-offs Debt for debt swap, discounted debt buyback, debt write-off with full or partial debt for equity swap, lenders sell debt at a discount Assessing debt for equity swaps, executing the transaction and exit strategies Allocating equity to lenders in a debt for equity swap Allocating equity to new investors Types of equity instrument, structuring and valuing Other options - engage suppliers in the restructuring, cashflow ring-fencing

5 Why restructurings do not always work Other considerations Will/can the parent support the OpCo? The impact of guarantees, indemnities and other credit enhancements Special purpose vehicles and bankruptcy remote entities Session 7 Projections and modelling What are the key earnings and cashflow drivers for the distressed entity? Forecasting the IS, CF and BS Sensitivity analysis what is required for the firm to turn-around? What could trigger further performance short-falls? The impact of asset disposals Modelling the revised loan terms and equity contributions Covenants - setting revised, cashflow-based covenants and forecasting headroom Structuring cashflow sweeps/waterfalls Use of liquidation models to assess each stakeholder s economic interest Session 8 - Different creditor classes Dealing with other lenders and creditors Subordination and ranking Inter-creditor agreements - agreements and provisions between creditors in a restructuring The London Approach and InSol 8 Preferential claims and ranking/waterfall of claims Loss sharing amongst creditors Session 9 Other factors that will impact the work-out Pre-packs Dealing with holdouts, cram-downs Hardening periods COMI Issuer group structure Background of the Trainer A former Executive Director of CSFB and Lehman Brothers, the trainer has spent seventeen years working as an investment banker in Europe and the US. She has principally worked in the credit markets and has experience of the US and European high grade and high yield markets, the European new issue markets, the Asian convertible bond markets, as well as corporate restructurings of distressed credits. She also has extensive experience of corporate finance transactions, including bankruptcies, mergers, disposals, privatisations, IPOs and capital raisings. She was latterly an Executive Director at Lehman Brothers in Fixed Income Research in London. She graduated from the London School of Economics in 1986 and then joined Kleinwort Benson Ltd as a graduate trainee. She worked initially on analysing, structuring and investing in US LBOs and MBOs and also US high yield debt. Thereafter she worked in Kleinwort Benson s European corporate finance department, gaining experience of IPOs, mergers, acquisitions, disposals and corporate restructurings, with particular focus on receivership and bankruptcy situations. She then moved to CSFB s fixed income department as the lead European corporate credit analyst, covering new issues and secondary trading and advising clients on their fixed income portfolios. She was then head-hunted to go to Lehman Brothers as lead corporate credit analyst. She specialised in high-grade and cross-over telecoms,

6 including new issuance and advising proprietary traders and fund management clients on their investments. For the last ten years, she has worked as a financial trainer and consultant for major training companies, teaching a wide variety of debt and corporate finance topics. She also advises the legal profession and acts as an expert witness for financial trials. Course Summary This course is intended for bankers, bondholders and other debt investors who are dealing with actual or potential distressed debt investments. The aim of the course is to highlight the typical early warning signs and causes of corporate distress so that delegates can improve their forecasting skills. During the course we also analyse in detail the financial statements of distressed and defaulted corporates and use these as a basis for forecasting. Cashflow forecasting is key to creating an optimal debt restructuring solution and the course covers distressed debt restructuring solutions in Excel to enable lenders to maximize their recovery rates and optimize their long-term returns, subject to prevailing insolvency laws, the lender s own capital situation and sometimes to the wider interests of other stakeholders in the firm. We examine both operational and capital restructurings, including debt for debt swaps, full or partial debt for equity swaps, discounted debt buybacks, equity cures, shareholder loans, M&A solutions etc. In some cases, the best outcome may be full or partial asset liquidation. Case studies focus on a range of sectors including property, retail, infrastructure, house building, media and industrial.