Ocean Capital 3-15m mini-bond issue Mini-bond offering Financials Ocean Capital provides long-term lending solutions to medium to large sized companies in selected industries, predominantly in Europe. Preferred clients are companies tightly managed by shareholders or less cyclical utilities. It seeks to generate attractive levels of income by focusing on the junior tranches of lending, managing the risk with asset backing and control of the lending structures. Ocean Capital was formed in 2002 and has an experienced management team. The ongoing capital and funding constraints on traditional providers of corporate funding should support the demand for stable, diversified sources of funding. Non-transferable Non-redeemable Risk High Ordinary equity Preferred equity 10 December 2013 Mini bond offer details Issuer Ocean Capital Industries plc Security name Ocean Capital Bond No. 1 Term Three years Coupon 6.5% pa, payable quarterly* Total size 3-15m** Minimum amount 1,000 Investments increments 1,000 Subordinated unsecured debt Senior unsecured debt Bank FSCS guaranteed Deposits Low Business description Note: * Gross return, paid net of basic UK tax (currently 20%). ** Expected. Minimum size 3m. Overview of business Over the past 10 years Ocean Capital has provided approximately 200m of loans to industrial and manufacturing businesses and financial institutions. It sources, structures and invests in financing solutions that are an alternative to traditional bank lending, asset-backed finance and factoring. Management believes that the corporate sector has begun to plan for future investment needs in the middle of a continuing paucity of traditional sources of finance. The proceeds of the bond will provide support for future lending. Collateralised junior lending A typical transaction involves the creation of a special purpose vehicle (SPV) to acquire assets (eg trade receivables, inventory, plant and equipment) from the client and hence improve the customer s liquidity position. The SPV in which Ocean Capital focuses on the junior tranche receives its remuneration from the operation of the assets, which remain managed by the client, but tightly monitored, and the SPV controlled by Ocean Capital. Risks on the bonds The three-year bonds will not be transferable and will not be redeemable. On page 6 we detail the main market and company-specific risks to interest payments and capital return. Ocean Capital comprises a group of companies engaged in the sourcing, structuring, provision, and management of long-term lending solutions to corporate borrowers, in specific industries, predominantly in Europe. Ocean Capital Associates LLP is the London-based investment management limited-liability partnership of Ocean Capital, majority owned by its investment team, and regulated by the FCA. Next events Offer closing 19 December 2013 Analyst Neil Shah financials@edisongroup.com IN PRODUCING THIS REPORT WE HAVE RELIED UPON THE INFORMATION CONTAINED WITHIN THE INVITATION DOCUMENT THAT CAN BE VIEWED AT www.oceancapbonds.com Ocean Capital is a research client of Edison Investment Research Limited
The issue Ocean Capital is seeking to raise between 3m (the subscription threshold) and 15m in a minibond issue (The Ocean Capital Bond No. 1). If the subscription threshold is not achieved by 19 December 2013, all funds will be returned to prospective bondholders. The unsecured bonds have a three-year term and a fixed 6.5% p.a. gross return will be paid net, after deducting basic UK tax (currently 20%); payments will be quarterly. The bonds are non-transferable and non-redeemable, and there is no intention to lists the bonds on any recognised market. The bonds are being issued by Ocean Capital Industries plc, a newly formed company, established for the purpose of issuing the bonds, and wholly owned by Ocean Capital Partners Ltd. (see Exhibit 1 on page 3). The proceeds of the bond issue will be used by Ocean Capital to extend lending to new and existing clients. Ocean Capital Ocean Capital comprises a group of businesses engaged in the sourcing, structuring, provision and management of long-term lending solutions (typically three to seven years) to corporate borrowers in specific industries, predominantly in Europe. Edouard Bridel and Pedro Errazuriz founded Ocean Capital in August 2002 to provide capital to entrepreneurs through structured finance transactions. Since it was formed, it has managed the investment of more than 200m in the junior tranches of c 38 financing solutions for 16 clients. In some cases, Ocean Capital was providing equity finance to funding structures created by other parties, most frequently capital management structures, backed by pools of European residential mortgages, sponsored by financial institutions. In other cases, Ocean Capital has structured and monitored balance sheet management transactions for corporates, in addition to providing equity finance. Approximately 36m of the 200m lent has been through 17 financings that have been structured by Ocean Capital. Structuring and financing for corporates, utilities and financial institutions is where Ocean sees the current opportunity. A team of more than 20 professionals is headed by the two partners, Edouard Bridel and Pedro Errazuriz. The partners oversee investment, risk management and operations. They are supported by dedicated teams, one focusing on the structuring, pricing and subsequent monitoring of financing solutions, while another group develops and manages the business across Europe. With its own capacity to source transactions, Ocean Capital is not dependent upon brokers or other intermediaries, a factor that we believe may give it access to less competitively priced deals. It has invested in its human resources infrastructure and networking across Europe for the past 10 years and has access to a wide range of corporates. Key Ocean Capital personnel Edouard Bridel and Pedro Errazuriz founded Ocean Capital in September 2002 to provide capital to entrepreneurs through structured finance transactions. Edouard and Pedro are the owners and directors of OCP. Edouard Bridel Edouard Bridel is the chairman of Ocean Capital, where his responsibilities include the raising of funds and deal origination. He began his career in 1994 in the M&A department of Société Générale. In 1997, he co-founded Forum Capital International, an FSA-regulated specialist investment bank focused on mergers and acquisitions, leveraged buy-outs and balance sheet restructuring. He is fluent in French and English. Ocean Capital 10 December 2013 2
Pedro Errazuriz Pedro Errazuriz is the CEO of Ocean Capital, which sees him take responsibility for managing risks and structuring deals. He began his career in asset finance with Paribas Capital Markets in 1993, before moving to Merrill Lynch in 1997 to lead a team and develop the structured finance business in the French and Spanish markets. In 2001, he joined the Mortgage and Principal Finance Group of Goldman Sachs. He is fluent in French, Spanish and English. Ocean Capital structure Exhibit 1: Summary structure of Ocean Capital group of companies Ocean Capital Associates LLP UK (OCA) Ocean Capital Partners LTD UK (OCP) Representative offices Spain, Canada Ocean Capital Industries PLC UK (OCI) Ocean Capital Partners SA Switzerland Source: Ocean Capital Ocean Capital is a group of companies engaged in the sourcing, structuring, provision, and management of long-term lending solutions to corporate borrowers, in specific industries, predominantly in Europe Ocean Capital Associates LLP is the London-based investment management limited-liability partnership of Ocean Capital, majority owned by its investment team, and regulated by the FCA. It is referred to as OCA throughout this note. Ocean Capital Industries plc is a newly formed, wholly owned subsidiary of OCP (see below), and is issuer of the Ocean Capital Bonds No 1. It will use the funds raised from the bond offering to provide financing for investments sourced by its parent, working with Ocean Capital. It is referred to as OCI throughout this note. Ocean Capital Partners Ltd is owned and managed by Edouard Bridel and Pedro Errazuriz and will work with OCA to source investment opportunities, using its own resources to provide financing. OCP will also provide a guarantee to OCI (as its parent company). It is referred to as OCP throughout this note. Ocean Capital Partners SA in Switzerland is a subsidiary of OCP engaged in business origination in Switzerland, Southern Germany and Northern Italy. Ocean Capital has representative offices in Spain and Canada engaged in business origination in those territories. The investment process When Ocean Capital lends money to companies, the financings are backed by specific assets. The income streams of those assets (often business units with steady cash flows, or specific balance sheet assets such as trade receivables, machinery, inventories or raw materials) are used to service the debt (pay interest) and eventually repay the principal. Ocean Capital describes a threestage investment process: Research and prepare. Potential clients are identified using financial reports and statements. Ocean Capital prefers companies where shareholders are involved both in the long-term management of the company as well as its strategy; it believes these represent a stronger Ocean Capital 10 December 2013 3
counterparty, with greater incentive to ensure that the terms of the financing solutions are met, even when the contractual obligations may sit, off-balance sheet, within an SPV. Utilities are also favoured, reflecting the often quasi-monopolistic nature of business and the relative lack of cyclicality, which are considered to provide greater confidence about the risk of the counterparty. Considerable financial analysis is undertaken (particularly identifying cash generating assets), and the results reviewed by the credit committee, before discussions are begun with identified potential clients. Execute. When discussions are entered into with potential clients, and an agreement is reached, due diligence is undertaken with the aim of gaining a clear understanding of the cash flows relating to the identified collateral asset. Each financing solution tends to be bespoke, and includes a plan for the monitoring and servicing of the financing. The credit committee must again approve the decision to lend. Closing and monitoring. Once approved, the financing structure is put in place and Ocean Capital provides the agreed loan. From this point, it monitors the performance of both the client and the asset that backs the finance. The attraction to customers In general, Ocean Capital s financing solutions enable customers to diversify their sources of funding, improve their balance sheet efficiency, and enhance liquidity to fund ongoing growth and investment, all while avoiding potentially dilutive capital issuance. Ocean Capital s financing solutions are a supplement to the traditional sources of non-equity funding such as bank lending, asset-backed finance and factoring. These traditional sources will generally be cheaper and do not require complex structuring and monitoring. Ocean Capital s solutions will appeal to customers where traditional sources of financing have been exhausted or are unavailable, perhaps because of de-leveraging by the banking system. The lesson of credit cycles is that easy access to credit in the up-cycle is no guarantee of creditworthiness; just as restricted access in the down-cycle does not necessarily imply poor risk. Since the financial crisis, the traditional sources of finance have been significantly restricted and the process is ongoing. Ocean Capital believes it can now find a wider pool of good quality counterparties prepared to pay the extra cost demanded by complex financing structures. How do the financing solutions work? Given the commercially sensitive nature of the financing solutions Ocean Capital arranges for its clients, it does not give, and will not publish, the details of specific transactions. However, it is possible to give illustrative details of typical transactions that help to explain its activities in greater detail. Exhibit 2 illustrates a transaction for a client seeking alternative sources of long-term funding for receivables. Invoices are issued monthly for payment after three months, but to provide the framework for longer-term funding, the transaction is designed as an arrangement to purchase receivables on a revolving basis over a five-year period. For the client, the receivables purchase is designed to free up cash. It is able to turn a revolving pool of short-term receivables into cash on terms fixed for a five-year period. Moreover, the transaction can be structured in such a way that it will be accounted for off-balance sheet by the client, reducing the size of both its on-balance sheet assets (receivables) and liabilities (funding). Ocean Capital 10 December 2013 4
Exhibit 2: Illustrative example of a financing structure Sale of receivables to SPV 1 Sale of SPV debt 2 Debt investors/ banks Client borrower SPV issues proceeds Special Purpose Vehicle (SPV) Management of receivables pool 4 Sale of SPV equity tranche 3 Ocean Capital 1. Client sells receivables to SPV. 2. SPV issues debt to investors/ banks. 3. Ocean Capital buys the SPV equity tranche. 4. The bank continues to manage the pool of receivables. Source: Ocean Capital, Edison Investment Research An SPV is created to acquire the receivables, transferring the funding responsibility to the SPV. The SPV is funded by a mix of senior and mezzanine debt, with fixed coupons and junior capital (often referred to as equity). The junior capital is entitled to the residual cash flows, once the fixed liabilities have been paid. Transactions are structured to provide attractive returns to the junior tranche provided that cash flows emerge as expected, and it is these junior tranches that Ocean Capital participates in. In Exhibit 3 we show a purely hypothetical illustration of how the use of lower-risk, and hence, lower-cost debt within funding structures similar to that described above, can generate attractive anticipated cash flows for the riskier junior lending tranche. Exhibit 3: Illustrative SPV tranche split and cash flows SPV ASSETS Initial value of 3 month receivables 1,000 of receivables acquired at a 1.35% discount to face value on a revolving basis. SPV LIABILITIES Annual return Discount to face value of 3 month receivables Annualised discount to face value 1,000 13.50 54.00 Initial value % of total funding Quarterly interest paid Annual interest paid Bonds and income notes issued Senior debt (fixed cost) 5% 950 95% (11.875) (47.50) Mezzanine debt (fixed 10% 30 3% (0.75) (3.00) cost) Total debt (12.625) (50.50) Junior capital (residual) 17.5% 20 2% (0.875) (3.50) Source: Ocean Capital, Edison Investment Research This is not an indication of the returns that Ocean Capital receives (or is likely to receive) in any particular transaction, but is provided to assist the reader in understanding how similar financing structures operate. In this hypothetical example, the receivables are acquired at a discount to face value, which represents an implicit fee to cover the debt funding costs of the SPV, any credit costs and operational costs, and generates a surplus for the equity investment. Given the three-month duration of the receivables acquired, the revolving book can be expected to turn over four times in a year, such that the initial discount of 1.35% at acquisition would annualise at around 5.4%. In the example, the initial discount on acquired receivable annualises at 54.00, exceeding the annualised total debt funding costs ( 50.50) by 3.50, and representing a 17.5% IRR for the junior capital. Ocean Capital 10 December 2013 5
In this illustrative transaction, achieving the targeted return depends, among other things, on: The terms of the contract being legally enforceable. The client borrower being able to provide a continuing flow of receivables for purchase. The level of receivables that can be recovered. In this example we have assumed 100% for simplicity. In practice, this is unlikely, although expected non-recovery could be reflected in a larger discount to face value at purchase (or a lower IRR). Uncertainty about the actual level of recoveries is one of the key risks that Ocean Capital must seek to control through its investment process. Risks to consider Investors should consider the Legal Features section of the Invitation Document, from pages 11-21, and specifically Section A (page 11) relating to risk factor. The directors consider that the most significant potential risks for investors can be categorised as 1) bond specific risk factors, and 2) Ocean Capital, and specifically issuer (OCI), risk factors. We comment on the factors we consider most important below. The risks to bond interest payments and non-redemption of capital Bond specific factors The bonds are non-transferable (except on death) and are an illiquid investment. The bonds are not transferable or negotiable, which means that investors will be unable to sell or realise their investment in the bonds until redemption. There is no intention that these will be listed or traded on any recognised market, and until they are repaid there will be limited or no information available to investors about the specific risks to which they are exposed. The bonds are unsecured debt and there is no certainty they will be repaid. The bonds represent unsecured debt that will rank pari passu with any future unsecured debt that the company enters into. If OCI and the guarantor (OCP) were to become insolvent, there is a risk that a) some or all of the nominal value of the bonds will not be redeemed and b) some or all of the return due (interest) on the bonds will not be paid. Interest rate risk. The bonds are a three-year fixed rate obligation and investors will not benefit if the general level of interest rates rises during this period. Not protected by the Financial Services Compensation Scheme. The bonds are not covered by the Financial Services Compensation Scheme. Exchange rates. Ocean Capital conducts business globally in currencies other than sterling. Currency exposure may or may not be hedged and sustained movements may have an impact on future business. Such moves will not affect investors in the bonds directly (with a fixed sterling rate of return) except in circumstances where the solvency of OCI and OCP is threatened (see above). Given the complex and high-risk nature of an investment in the bonds, investors will wish to consider taking investment and tax advice as to the consequences of their owning the bonds. Ocean Capital specific risk factors The issuer (OCI) is dependent upon Ocean Capital for the origination, structuring and performance of investments. OCI will use the proceeds of the bond, and other company resources, to provide financing to the clients of Ocean Capital. Material contracts exist between the issuer (OCI) and Ocean Capital. Each financing is different (particularly in respect of the nature and features of the backing assets) and requires a Ocean Capital 10 December 2013 6
bespoke set of legal arrangements and contracts (arranged by Ocean Capital and its legal advisers). Re-organisation of Ocean Capital. As discussed on page 8, it is currently proposed that a new investor will contribute approximately 18.7m (sterling equivalent) of assets to OCA, which will subsequently contribute c 10.2m (sterling equivalent) of assets to OCP, the guarantor of the bond. Completion of this transaction is currently anticipated within three months of the date of the Invitation Document. There is a risk that these intended transactions may not occur in full or at all, or that they may be delayed. Unavailability of capital. Any failure to raise capital as and when needed would limit Ocean Capital s ability to grow its business and could impair its existing client relationships. In turn, this could affect Ocean Capital s ability of to originate financings on behalf of OCI and have a negative impact on the financial performance of the latter. Key personnel. Ocean Capital relies on senior management for the implementation of its strategy. These include Edouard Bridel and Pedro Errazuriz, who are also shareholder directors of OCI. The loss of key individuals could have a material adverse impact on Ocean Capital s operations and prospects. Operational risks. Ocean Capital is exposed to a number of operational risks including system inefficiencies, break-downs in internal processes, human error or the impacts of external negative factors. Credit risk. The core activity of Ocean Capital is to provide lending to companies. Financings are backed by borrower assets, but there is no guarantee that upon the default of a borrower these will be sufficient to cover the amount of any loan. Extreme scenario: Factors that limit any risk of default Potentially, investors could lose all of their investment in the bonds (if OCI, and OCP, were to default) because (unlike, for example, a bank deposit) the bonds are not covered by the government s Financial Services Compensation Scheme. No matter how unlikely this scenario, investors do need to consider the risk factors that put their capital at risk. Although OCP is a new company, with no trading history, Ocean Capital has been operating since 2002. An indication of the success of its operations is its track record of financings, with more than 200m of lending through c 38 financing solutions for 16 clients. The ability of OCI to pay the fixed returns on the bond, and eventually redeem the capital, largely depends on its ability to deploy, through Ocean Capital, sufficient funds to generate an attractive, good credit quality income stream. Additional financial resources to back up OCI s obligation to bond holders will come from the completion of the currently proposed Ocean Capital reorganisation and the anticipated related asset contribution from OCA to OCP, the guarantor of the OCI bond issue. By focusing on the provision of finance for the junior tranches of funding schemes Ocean Capital has historically been able to earn attractive rates of return. It seeks to control the risks through rigorous client selection and due diligence and the securing of business assets to back the loans. Ocean also has control over the financing structures, giving it the option of forcing an early loan amortisation. The ongoing constraints on traditional providers of corporate funding, as Basel III rules are applied, should support the demand for stable, diversified sources of funding from good-quality counterparties. Financials The issuer, OCI, is a newly formed company with no historical financial track record. It is wholly owned by OCP, the guarantor, which has been in existence since 2003. OCP is owned by its Ocean Capital 10 December 2013 7
directors, Edouard Bridel and Pedro Errazuriz, who are founders of OCA. The bond issue coincides with a wider reorganisation of the Ocean Capital group of companies, designed to increase its capacity to originate new corporate lending. Part of that reorganisation is the proposal for a new investor to contribute approximately 18.7m of assets to OCA. In turn, it is currently anticipated that OCA will contribute approximately 10m of assets into OCP. Ocean Capital anticipates that these transactions will occur within 30 days of the date of the Invitation Document (22 November 2013). Exhibit 4 shows a summary of the assets and liabilities of OCP as at 31 December 2012, the date of its last statutory accounts. It also shows the potential impact of these anticipated transactions, as well as the impact of the bond issue (assumed to be at the maximum 15m). Exhibit 4: Key financial data for Ocean Capital Partners Ltd (OCP) '000s OCP audited Expected balance sheet adjustments statutory accounts as at 31 December 2012 1 2 Investor sub-loan contributed to (becomes loan from) OCA OCA contributes assets to OCP Pro-forma balance sheet after anticipated bond issue (assumed at max 15m) Pro-forma balance sheet after Ocean Capital bond issue and after balance sheet adjustments 1 & 2 Fixed assets 28 28 Investments 10,200 10,200 Subordinated loan to OCA LLP 2,787 2,787 Cash 570 15,000 15,570 Other assets 326 326 Total assets 3,711 10,200 15,000 28,911 Bond issue 15,000 15,000 Current liabilities 310 310 Subordinated loan from investor 2,873 (2,873) - Subordinated loan from OCA LLP 2,873 10,200 13,073 Total liabilities 3,183 10,200 15,000 28,383 Shareholders funds 528 528 Total liabilities and shareholders funds 3,711 10,200 15,000 28,911 Source: Ocean Capital The pro-forma OCP balance sheet includes the wholly owned subsidiary (and issuer of the bond) OCI. The table assumes that 15m is raised, and this provides cash that will be available for investment in financings that should contribute future revenues. In addition, the c 10.2m of assets that OCA is currently expected to contribute to OCP should 1) generate immediate OCP revenues from mature, originated assets and 2) increase the financial resources available to OCP. Both of these should enhance the strength of OCP s guaranty of the bonds issued by OCI. How to invest in the bonds Details of how to apply for Ocean Capital Industries Bond No. 1, including an online application form, can be found at www.oceancapbonds.com. Ocean Capital 10 December 2013 8
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