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Financial Executives InternationalWhen the taps run dry: getting things done during a credit crunch
November 24, 2008
Current State of the Capital MarketsFEI: Managing Funding Requirements
November 2008Ernst & Young Orenda Corporate Finance Inc.
Brian Allard
3
Table of Contents
► Current Market Conditions – Subprime Impact► Market Stabilization – Money Market Indicators► Canadian Perspective► Availability of Financing► Treasury – Focus on Short Term Liquidity► Financing Today – Conclusion
4
Current Market Conditions – Subprime Impact
5
Where We Are Today
► Despite repeated efforts by Congress and the Federal Reserve, including the passing of the $700 billion bailout and the takeover of Fannie Mae and Freddie Mac and the reduction in the benchmark rate, the U.S. economy continues to slide towards recession ► Consumers continue to face enormous pressure to cut spending due to an
uncertain housing market and weak job market► According to Moody’s Economy.com, of the 75.5 million U.S. households that
own their homes, 12 million, or 16%, owe more than their homes are worth
6
Where We Are Today (cont’d)
► In an effort to stimulate lending in a concerted effort, the Fed, together with the European Central Bank, the Bank of Canada and 3 other central banks, cut benchmark rates on October 8, 2008
► Despite these efforts, the International Monetary Fund states that the global economy is headed for a recession in 2009 and estimates losses from the financial crisis to be $1.4 trillion (worldwide losses are currently just below the $1 trillion mark)
7
Subprime Related Losses
► The following chart illustrates the $920 billion of asset write-downs and credit losses by financial institutions (including insurance companies), of which $695 billion are from more than 100 of the world’s largest banks and securities firms
Source: Bloomberg
Worldwide Subprime-Related Losses to Date
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
$1,000
Losses Capital Raised Losses Capital Raised
Banks All Financial Institutions
U.S. Europe Asia
► To date, approximately $825 billion has been raised to meet these losses of which approx. $710 billion has been raised by banks and securities firms
8
Subprime’s Impact on Financial Services
► The impact of the increasing defaults in the subprime market began to trickle into the financial services sector in late 2006 and early 2007► In July 2007, credit rating agencies began to downgrade certain mortgage
backed securities resulting in the evaporation of the subprime market► Financial institutions were forced to write-down the book value of the securities
held as assets on their books► According to Bloomberg, banks’ losses from the U.S. subprime crisis and
ensuing credit crunch stand at approximately $695 billion as of November 11, 2008
► Some of the highest losses have been incurred by U.S. banks such as Citigroup ($68B), Merrill Lynch ($56B), UBS ($44B) and Wachovia ($97B)
► Canadian banks CIBC and RBC have also had writedowns
9
Subprime’s Impact on Financial Services (cont’d)
► As a result of these write-downs which began in the summer of 2007, lenders further tightened borrowing terms to preserve their remaining capital
► Covenant lite loans disappeared while the use of PIKs became heavily restricted
► The subprime crisis came to a dramatic head when the Federal Reserve facilitated the purchase of Bear Stearns by JP Morgan in the spring of 2008
► And credit markets, which began seizing up after BNP Paribas SA halted withdrawals on three funds in August 2007, froze after Lehman Brothers Holdings Inc. collapsed on September 15 2008, negatively impacting lenders’ confidence of repayment
10
Funding Scarcity
► The fallout of the credit crisis has been a scarcity of capital as the lender base continues to shrink and remaining banks look to governments for help in repairing their balance sheets► U.S. loan issuance, particularly leveraged and investment grade loans, have
significantly declined since the credit crunch took hold in the summer of 2007
Source: Reuters LPC/Deal Scan
U.S. Loan Issuance
$0
$100
$200
$300
$400
$500
$600
1Q
00
2Q
00
3Q
00
4Q
00
1Q
01
2Q
01
3Q
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4Q
01
1Q
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4Q
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1Q
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2Q
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3Q
08
Leverage Investment Grade Other
11
Funding Scarcity (cont’d)
► In the secondary market, the average bid for multi-quote term loans is at its lowest point ever at 75.44 suggesting that loans may be purchased for just over 75 cents on the dollar
► As of October 2008, it appeared that the bailout had not stopped the downhill trend in bid prices
► The bid/ask spreads for both U.S. and European loans also indicates lower levels of liquidity
► As of October 2008, spreads were 219 basis points in the U.S. and 266 basis points in Europe
Source: Reuters LPC/Deal Scan
Historic Average Bid Prices
75
80
85
90
95
100
J an-00 J an-01 J an-02 J an-03 J an-04 J an-05 J an-06 J an-07 J an-08
Avg
. bid
(%
of
par)
U.S. and European Bid/Ask Spreads
0
50
100
150
200
250
300
Jan
-07
Feb-
07
Mar
-07
Apr
-07
May
-07
Jun
-07
Jul
-07
Aug
-07
Sep
-07
Oct
-07
Nov
-07
Dec
-07
Jan
-08
Feb-
08
Mar
-08
Apr
-08
May
-08
Jun
-08
Jul
-08
Aug
-08
Sep
-08
Oct
-08
Bid
/ask
spr
ead
(bps
)U.S. liquid loans
European liquid loans
12
Defaults in the Global Bond Markets
► The amount of defaults are expected to increase with Moody’s forecasting default rates to climb to 6.3% globally and 7.2% in the U.S.
► As the number of defaults climbs, so too does the U.S. speculative grade default rate which ended at 3.4% in Q308, up from 2.5% in Q208► A year ago, the leveraged loan default rate was 1.2%
Source: Moody’s Investors Service
Number of U.S. Speculative Grade Defaults
0
1
2
3
4
5
6
7
8
9
10
Jan
-07
Feb-
07
Mar
-07
Apr
-07
May
-07
Jun
-07
Jul
-07
Aug
-07
Sep
-07
Oct
-07
Nov
-07
Dec
-07
Jan
-08
Feb-
08
Mar
-08
Apr
-08
May
-08
Jun
-08
Jul
-08
Aug
-08
Sep
-08
13
Market Stabilization – Money Market Indicators
14
Market Indicators
► Although LIBOR has come down significantly from its high of 4.81% on October 10, 2008, credit conditions remain tight► 3-month U.S. LIBOR is currently at levels not seen since October 2004► The cause for the decline is primarily due to the provision of virtually unlimited
funding from central banks as well as government offered bailouts and guarantees to financial institutions
Source: BBA, Bloomberg
3-Month U.S. LIBOR
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
September1, 2008
September15, 2008
September29, 2008
October13, 2008
October27, 2008
November10, 2008
3-Month LIBOR
15
Market Indicators (cont’d)
► Prior to the credit crunch which set in towards the middle of last year, the average spread between the 3-month U.S. LIBOR rate and the effective Federal funds rate was approximately 12 basis points
► On October 10th, 3-month U.S. LIBOR peaked at 4.82% representing a spread over the effective FFR of over 4.00% — LIBOR is currently on a downward trend
Source: The Federal Reserve, Bloomberg
► A narrowing of this spread to 25 basis points would be positive however forward markets indicate that this will not happen until the middle of 2010
LIBOR vs U.S. Federal Funds Rate
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
J an-98 J an-99 J an-00 J an-01 J an-02 J an-03 J an-04 J an-05 J an-06 J an-07 J an-08
Federal Funds Rate 3-Month LIBOR
16
Market Indicators (cont’d)
► The daily effective federal funds rate is a volume-weighted average of rates on trades arranged by major brokers and is calculated by the Federal Reserve Bank of New York
Source: The Federal Reserve, Standard & Poor’s via “Demystifying the Credit Crunch” Arthur D. Little
Federal Funds Effective Rate
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
J an-98 J an-99 J an-00 J an-01 J an-02 J an-03 J an-04 J an-05 J an-06 J an-07 J an-08
TECH BUBBLE LOW INTEREST RATES HOUSING BUBBLE SUBPRIME CRISIS
17
Market Indicators (cont’d)
► A key indicator of credit conditions is the LIBOR-OIS spread► The LIBOR-OIS spread is a comparison between 3-month U.S. LIBOR and the
overnight index swap (OIS) rate► A widening spread indicates that banks believe other banks to which they are lending
have a higher risk of default so they charge a higher interest rate to offset this risk
Source: BBA, Bloomberg
► The spread, currently around 170 bps, compares with 87 bps on the last trading day before Lehman declared bankruptcy, and an average of 11 bps in the five years prior to the financial crisis
LIBOR - OIS Spread
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
September
1, 2008
October 1,
2008
November
1, 2008
Rat
e
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
Spread
OIS Rate 3-Month LIBOR LIBOR spread over OIS
18
Canadian Perspective
19
Canadian Perspective
► The Canadian market has also been impacted by the financial crisis which gripped the U.S.► The spread between the 3-month Canadian T-bills and 3-month BAs widened
significantly in Q2 and Q3 of 2008 as stock markets plunge by historic amounts and central banks worldwide attempt to unfreeze the credit markets
Source: Bank of Canada
3-Month BAs over 3-Month Canadian Treasuries
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
J ul-07 Aug-07 Sep-07 Oct-07 Nov-07 Dec-07 J an-08 Feb-08 Mar-08 Apr-08 May-08 J un-08 J ul-08 Aug-08 Sep-08 Oct-08 Nov-08
Rat
e
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
Spread
3-Month Treasury Bills 3-Month BAs Spread
20
Canadian Perspective (cont’d)
► On September 5th, Canadian banking executives met for roundtable discussions and the overall view is that the subprime mortgage crisis and credit crunch will significantly impact global banking► CEO of Royal Bank of Canada Gord Nixon said that credit spreads and
financing costs will remain high, “The days of cheap money are over, and credit spreads across the board have, and will continue to significantly increase the cost of financing.”
► Rick Waugh, CEO of Bank of Nova Scotia said that it needs to be determined which regulators will oversee financial companies in the U.S. and that process could last a year or more
► Overall, the banking industry is facing more transparency and scrutiny of their balance sheets and the expectation is that regulatory capital requirements will be increased
21
Canadian Perspective (cont’d)
► On October 8th, the Bank of Canada, Federal Reserve, European Central Bank and 3 other central banks lowered interest rates in an unprecedented coordinated effort to ease the economic effects of the credit crisis
► The BoC cut the overnight rate by 50 bps to 2.5%, however, Canada’s major banks did not initially follow suit and only lowered their prime rates by 25 bps to 4.5% citing high borrowing costs in global credit markets
► On October 21, the BoC cut the overnight rate again by 25 bps to 2.25%► Canadian banks followed suit resulting in a Canadian prime rate of 4.0%
“Three major interrelated developments are having a profound impact on the Canadian economy. First, the intensification of the global financial crisis has led to severe strains in financial markets. The associated need for the global banking sector to continue to reduce
leverage will restrain growth for some time. Second, the global economy appears to be heading into a mild recession, led by a U.S. economy already in recession. Third, there have
been sharp declines in many commodity prices. The outlook for growth and inflation in Canada is now more uncertain than usual.”
- Bank of Canada press release dated October 21, 2008
22
Availability of Financing
23
Availability of Financing
► Credit markets in Canada are changing daily► Many international and U.S. institutions have pulled away from the
Canadian market or are in a state of uncertainty:► CIT► GMAC► Wachovia► GE Capital► Deutsche Bank
► Remaining institutions may be “open for business” but there is effectively no secondary market to syndicate or sell down exposure► Lending institutions are focused on optimizing the allocation of scarce
capital
24
Availability of Financing (cont’d)
► Capital that may be made available for new funding has changed dramatically, as illustrated below:
Rate Rate EBITDA
Pre-Credit Crunch Post-Credit Crunch (Multiple)
Senior Debt
Traditional / Asset Based Loans
Second Lien
Loans
Subordinated / Mezzanine
Debt
Equity < 20% > 25%
12% - 14% 3.0x - 4.0x
BA + 150bps 2.5x - 3.0x
BA + 500bps 3.0x - 4.0x
BA + 300bps
BA + 1,000bps
15% - 20%
25
Availability of Financing (cont’d)
► Lending is being governed by greater discipline as underwriting standards have become more stringent resulting in lower multiples, higher pricing and tighter covenants► The impact of the credit crunch to senior cash flow lending has resulted in
lower debt to EBITDA multiples which are currently in the 2.5 – 3.0x range with up to 1.5x incrementally available from mezzanine lenders
► Moreover, subjective “addbacks”, “adjustments” or “normalizing entries” to earnings are also coming under greater scrutiny
► Borrowers are being faced with increased due diligence from an ever shrinking base of lenders resulting in elongated deal timetables
► “Fully underwritten” transactions are history► Borrowers are being forced to piece together club deals to meet capital needs
26
Availability of Financing (cont’d)
► Debt/EBITDA multiples have decreased significantly in the large corporate market (EBITDA > $50MM) going from 4.9x in 2007 to 3.7x in Q3 2008► The virtual disappearance of second lien loans and the reduction in the availability
of traditional senior debt financing are the primary causes for the decline► While subordinated debt has increased as a portion of the overall capital
structure in the middle market (EBITDA < $50MM), second lien loans have virtually disappeared
5.4x5.0x
4.6x4.2x 4.0x 4.0x 4.1x
4.3x 4.3x 4.4x4.9x
3.8x 3.7x
0x
4x
8x
FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA
Source: Standard & Poor’s, LPC
4.8x 4.6x4.1x 4.0x
3.8x 3.9x4.1x 4.3x 4.4x
4.8x4.3x
4.6x
3.6x
0x
4x
8x
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
1Q-3
Q083Q
08
FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA
Average Debt Multiples of Large Corporate Loans (EBITDA > $50M)
Average Debt Multiples of Middle Market Loans (EBITDA < $50M)
27
What Can Get Done?
► Asset based loans are becoming increasingly attractive to certain borrowers► Loans > $30MM pose a syndication risk► Market flex risk on terms, structure, pricing, etc.► Spreads in the range of 300 bps
► Cashflow loans to borrowers of “strategic relevance” to lenders► Leverage < 3.0x► Industry specific► Sponsor makes deal “easier”► Spreads in the range of 400 bps
28
Treasury – Focus on Short Term Liquidity
29
Treasury – Focus on Short Term Liquidity
► Current market dislocations require Treasurers to more closely focus on short term liquidity
► A more disciplined approach is in order -► Stronger focus on quality of investments► Better understanding of organizations liquidity requirements
30
Treasury – Focus on Short Term Liquidity (cont’d)
► A portfolio approach to manage risk makes sense:► Understand the liabilities, i.e. the liquidity needs of the company► Measurement/forecasting needs to be done on a weekly if not daily basis► Manage investments or borrowings to meet that liability stream
► Manage portfolio to:1. Understand degree of counterparty risk
► Review investment policy
2. Align maturities with requirements► Limit exposure to any single point in time► Ladder portfolio to reduce exposure to short term market dislocations
31
Treasury – Focus on Short Term Liquidity (cont’d)
► Manage counterparty risk► Traditional approach of heavy reliance on debt ratings needs review► Additional due diligence required
► Clearly define goal of investment policy: income generation, or secure and efficient store of liquidity► Increase requirement for lower yielding but more secure investments
► Governments► BAs from Canadian chartered banks► Careful review of money market funds
32
Financing Today – Conclusion
33
Financing Today – Conclusion
► To obtain financing in today’s market, businesses need to be cognisant of the supply and demand constraints with which they are faced
► Transactions are subject to more scrutiny and aggressive due diligence requirements
► The terms under which different lending institutions are willing to lend may vary significantly
► To succeed in this market, businesses must recognize that the path to funding starts significantly ahead of the formal financing process
34
Financing Today – Conclusion (cont’d)
► Plan early to deal with debt maturities► Expect increased pricing and tighter covenants► Expect a reduction in unutilized credit availability/carve back of acquisition and
expenditure accommodations► In large syndicates, plan for fall-out of fringe participants
► Review short to mid-term capital needs and strive to preserve capital► Review working capital cycle► Capital expenditures► Sale of non-core/redundant assets
Turning adversityinto opportunity
Aroon Sequeira
36
Stress Pendulum
Depending on your company’s financial strength,
the current environment presents both opportunities and risk.
Cash flow Cash burn
Acquisition opportunitiesCourt supervision
Stakeholder m
anagement
Supplier stability
Market R
eassess
ment
Wor
king
cap
ital
Liqu
idity
man
agem
ent
Portfolio optimization
Cos
t re
duct
ion
Asset im
pairment
Divestitures
Business unit closure
Capital restructuring
37
3 Components of An Organization
“Core”Operations
and Activities
“Redundant” Operations and Activities
“Non-Core” Operations and
Activities
Core:
► Those operations, assets, and people (OAPs) who are critical to the operating company.
Redundant:► Those OAPs who represent a critical drain
on limited capital and should be eliminated in an orderly or immediate fashion.
Non-Core:► Those OAPs who individually or collectively
represent a valued asset not core to the company, but could be monetized to generate capital for the ongoing entity.
38
Corporate Hygiene
► Cost management
► Head count management
► Capital expenditure management
Be Proactive with Scenario Analysis
39
Assess Counter Party Risk
► Capital sources
► Supply chain
► Customers
► “Insurance”
Ongoing Due Diligence is a Must
40
Manage Cash
► Liberate cash from working capital
► Weekly rolling cash flow
► Review dividends and share buy back programs
► Sell viable non-core divisions
► Liquidate non-viable or excess assets
► Sale lease back arrangements
Cash is King
41
If There’s Trouble on the Horizon…
► Proactively manage lender relationships
► Proactively assess divestiture opportunities
► Consider risk theory
Time is of the Essence
42
Carpe Diem
► Opportunistic Acquisitions► EBITDA assumptions► Multiples► Balance sheet► Increased due diligence► Increased orphaned public companies► Increased creative structures
► Opportunistic hires
There Will Be Many Opportunities for Bold Moves
Valuation in Today’s Economic Environment
Al Burant
44
Valuation Challenges
► Fair Value standard refers to values in an Active market and assumption of a Willing seller of a control position
► Current market capitalizations often not determinative of value, including: ► Reference to own stock price► Reference to comparable public companies
► Reduced number of market transactions as reference points► Some transaction multiples may reflect distressed sale
► Limited number of analyst reports and updated financial forecasts
45
What We Have Seen
► Reliance on Discounted Cash Flow models
► Impact on Cash Flow Projections► Revenue assumptions► Timing of cash flows► Margin assumptions► Working capital assumptions► Capex assumptions
► Impact on Weighted Average Cost of Capital (WACC)► Cost of debt► Cost of equity► Leverage assumptions
► Dealing with Uncertainty: Scenario Analysis and Sensitivity Analysis
► Use of independent specialists
46
Potential Impacts on Financial Reporting
► Annual Goodwill Impairment Test
► Interim Goodwill Impairment Test
► Long-Lived Asset Impairment Tests
47
Considerations in Current Market
► Going Private Transactions► Formal Valuation► Fairness opinion
► Responding to Takeover Bids
► Share Repurchase
48
Conclusion
Can’t paint all scenarios with a broad brush – need to review the facts and circumstances relative to each Company and to each Reporting Unit in today’s economic environment.
Tax Issues
Peter Stephen
50
What are we seeing in the marketplace?
► The current economic climate is a crucial time to leverage tax opportunities to create and preserve value
► Tax strategies may need to shift in focus to:►Releasing cash►Reducing costs ►Efficient refinancing/restructuring
► Restructuring may be more complex than ever before given the predominance of highly geared tax-driven structures
51
Cash
► Converting tax assets to cash
► Realizing or securing tax benefits
► Deferral of Tax
► Repatriation and Cross Border
52
Cash
► Factoring receivables
► Sale and lease back
► Loss planning
► Accuracy of forecasts
53
Cash
► Commodity taxes - Apply a variety of strategies to improve commodity taxes cash flow:
► Offsetting payroll remittances
► Accelerating input tax credit
► Have early billing date on transactions
► For significant purchases with GST payable, use a legal entity that is in a net payable position for the purchase (and re-supply)
► Where significant amounts of GST are payable, consider use of the administrative “FAST-TRACK” Process with CRA
► Use of Leasing Co. for PST purposes
54
Accounting for tax
► Tax provisions – accuracy; review
► Impairments – how will they impact tax accounting?
► Deferred Tax Assets – should they continue to be recognized?
55
Review of current structure
► Is the current group / tax structure optimal for the current downturn?
► Transfer pricing – is methodology consistently applied?
► International Assignment Policy - is it too expensive?
Staying on course
Kent Kaufield
57
Improve earnings and operating marginsHow profitable is the organization?
Improve asset and capital management
How efficient is the organization?
Increase revenue and market shareHow does the
organization grow?
Stay aligned to your business drivers
• Successfully enter new markets• Develop new products & services• Improve existing products & services• Acquire new customers• Strategic acquisitions
• Revenue optimization• Cost optimization• Acquisition integration
efficiencies• Minimize taxes
• Optimize working capital• Improve asset efficiency• Non-core divestitures• Effective capital programs
• Strengthen corporate governance
• Improve risk management and internal controls
Improve reputation and brand
Do external stakeholdershave a favorable view?
Business drivers
Make our business better
Keep us out of trouble
58
Companies should take a strategic view in developing initiatives to manage in the current economic environment
Maintaining business success
Business challenges
► Credit environment
► Falling consumer confidence
► Inflation concerns
► Declining revenue and profits
► Decreased equity values
► General uncertainty
Lessons learned
► Focus on cost and revenue optimization vs. cost reduction
► Improve operations, including execution of major capital projects
► Focus on protecting company brand and reputation
► Prioritize and enhance strategic market opportunities
► Focus on timely and transparent communication with all major stakeholders
An effective cost reduction program will focus on delivering sustainable results that can be leveraged when economic
conditions change
Results from programs initiated in previous economic downturns suggest that companies should balance short-term results with long-term business strategies
59
An effective transition of initial
program into sustainable
on-going function
A vision which is fully aligned
with corporate strategy
and wholeheartedly backed
by executives
A robust benefit tracking process
that is embedded within existing
processes to drive accountability
and realization Experienced program
management and
change management
equipped with a robust
methodology and
supporting tools that
drive execution
Design a portfolio of initiatives
that creates an integrated
Roadmap for change
An hypothesis driven approach
based on experience
that focuses efforts on areas
with highest benefit potential
Sustainable ECR
Program
A comprehensive ENTERPRISE COST REDUCTION program should be implemented – cut with a purpose and a plan
Key ECR program success elements1
2
3
4
5
6
Q & A
Contact Information
Contact Information
Brian AllardSenior Vice-President
Ernst & Young Orenda Corporate Finance Inc.(416)[email protected]
Aroon SequeiraPartner
Ernst & Young Orenda Corporate Finance Inc.(780) [email protected]
Contact Information
Al Burant Senior Manager, Valuations
Ernst & Young LLP(780)[email protected]
Kent KaufieldPartner
Ernst & Young LLP(403) [email protected]
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