QUOTE(cwd @ Nov 27 2007, 06:36 PM)
From the GATA guys. These numbers look about right for a non accountant
From Dave in Denver:
Based on the implied cost of capital to Citicorp of the $7.5 billion dollar investment by Abu Dhabi, the implication is that Citicorp may be on the verge of insolvency. The deal is structured as a passive, subordinated convertible security with an 11% dividend and is convertible into 4.9% of the Company, based on a price conversion scale that ranges from $31.83 to $37.24 and the conversion expires in Sept 2011. Without further details on the conversion feature, and keeping the analysis "plain vanilla" for these purposes ( i.e. we don't have all the terms of the deal and there's some theoretical "nuances" to consider) I'm assuming the average conversion price would be $34.53.
And assume Citicorp stock performs such that it is worthwhile for Abu Dhabi to convert into common ( i.e. the stock rises above the conversion range by 2011 and I doubt Abu Dhabi would do this if they didn't believe in that event). Based on yesterday's closing price of $30.70, th e implied cost of capital to Citicorp on the conversion feature is 12.5%, plus they've paid out an 11% dividend. That's an all-in cost of capital of 23.5%.
Now, just on the surface, the 11% dividend is similar to the yield that a mid-quality junk bond issuer would have to pay to get bond deal done. But the 23.5% implied cost of capital embedded in this deal reflects the kind of return that would be required for a "vulture" investor to invest in a highly distressed company. In other words, the cost of capital to Citicorp's shareholders of this deal implies that the rate of return required to induce investment capital into the Company reflects an assessment by the market that Citi is on the verge of insolvency. I would be interested to know if the good folks in Abu Dhabi were allowed to see the real "insider" financials at Citi, including ALL of the off-balance-sheet financing structures AND all of the derivatives. Somehow I doubt it....
***
OK. I've been too busy to look at the details of the Citi deal. But this figure just doesn't smell right to me. So, I do some digging and I read at WSJ:
QUOTE
In exchange for its investment, ADIA will receive convertible stock in Citigroup yielding 11% annually. The shares are required to be converted into common stock at a conversion price of between $31.83 and $37.24 a share over a period of time between March 2010 and September 2011. The investment, which came together in about a week, is expected to close within the next several days.
Citi is paying a higher interest rate than companies that borrow on the high-yield, or junk-bond, market; currently they pay roughly 9% for straight bonds. Typically, convertible bonds pay lower interest rates than straight bonds, although a particular bond's structure could affect the interest rate paid.
Linky-WinkyOK. So, note the discrepancy. GATAdude assumes that ADIA will convert if it's advantageous. If that were the deal, then he might be barking down an appropriate path for calculating the deal's implied cost of capital.
Note, however, that according to the WSJ, he's got the assumption dead wrong. The conversion is not subject to ADIA's choice, but instead, is mandatory. That means that if, instead, C fails to clear the conversion price, then ADIA is going to be stuck purchasing common at a price above market.
Thus, in essence to my eye, the convertibility involves two different sets of options: Citi selling ADIA a call on C, and ADIA selling Citi a put on C.
Dude needs to back out the value to Citi of the put.
Assume, for the moment, that the convertibility was set to be value-neutral: that is, the call value equals the put value.
Then, you are back to a deal cost of the 11% coupon.
Note that with C trading ~$30/share, the puts that Citi owns closed in the money, given the future "conversion price of between $31.83 and $37.24 a share."
That fact suggests to me without additional analysis that the conversion feature arguably favors Citi at the outset,
ceteris paribus.Which instead
lowers the implied cost of capital to Citi of the deal below the 11% coupon.