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Global Banking and Capital Markets

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Global Banking and Capital Markets Global Banking and Capital Markets Hong Kong Disneyland HK$3.3 bn project loan Prof. Ingo Walter 1 Hong Kong Disneyland Borrower Hong Kong International Theme Parks Limited (HKTP) - owner & operator Project Cost HK$14 Billion Infrastructure Start End-2000 Construction Start End-2002 Opening 2005 HKTP Structure - HK government 57% plus conversion rights into common for infrastructure development (up to 75% ownership if exercised) - HK$ 3.25 billion - Disney 43% - HK$2.45 billion - HK government sub-debt with repayment starting in Year 16 - HK$6.1 billion - Bank Loan - HK$2.3 billion 15-year non-recourse loan plus HK$1 billion non-recourse revolving working capital loan post-construction – HK$3.3 billion. 2 Mandate - Seeking Disney acting on behalf of HKTP, asks 17 banks to bid and it could mandate upto 3 banks to lead the deal Chase options: No bid Bid to win Bid to lose 3 Chase Options No bid 1. Joint mandate (fee split) 2. Aggressive competition (especially from Bank of China and HSBC) 3. Bad track record (Eurodisney) 4. Credit Issues: 15-year maturity No collateral other than site yet to be built Non-subordination of management fees Desire to use cash flows to grow the project Market risk Force majeure risk 5. Need for fully underwritten deal 4 Chase Options Bid to win 1. Disney important client 2. Marquee deal for the region 3. Chase not a top-10 player in Asian project loans Exh.6a (weak spot - it is global leader). Management pressure to “buy” deal? 4. Highly profitable if sole mandate 5 Chase Options Bid to lose 1. Save face as relationship bank but not get stuck in an unprofitable or excessively risky and excessively long-term deal 2. Ideal - get shortlisted and lose gracefully or win with sufficient compensation 3. Effort and expense involved against “soft” returns from the Disney relationship 4. Preserve of optionalilty of waiting. Decision ¾ Bid to lose ¾ Chase shortlisted 6 League Tables Exhibit 6a Book Manager of U.S. Syndicated Loans in 1999 (Full Credit to Book Manager) Position Arranger Name Amount Percent ($ billion) of Total 1 Chase Manhattan Bank $359.6 33.8% 2 Bank America 225.6 21.2 3 Citigroup 94.7 8.9 4 JP Morgan 58.5 5.5 5Bank One 48.9 4.6 6 Deutsche Bank AG 33.0 3.1 7 Fleet Boston 31.9 3.0 8 Credit Suisse First Boston 20.2 1.9 9 First Union 19.2 1.8 10 Bank of New York 18.1 1.7 Source: Thomson Financial Securities Data Exhibit 6b Top Arrangers of Global Project Finance Loans in 1999 Position Arranger Name Amount Number ($ millions) of Deals 1 Citigroup $7,919.9 49 2 Chase Manhattan Bank 6,087.5 39 3 Bank of America 5,793.0 36 4 Deutsche Bank AG 4,715.4 44 5 Soceite Generale SA 4,247.9 45 6 ABN AMRO Bank NV 3,905.6 47 7 Credit Suisse First Boston 3,345.9 18 8 Westdeutsche Landesbank Girozentrale 3,246.0 31 9 Credit Lyonnaise 2,891.9 43 10 Dresdner Bank AG 2,824.5 38 7 Source: Euromoney’s Project Finance, July 2000. League Tables Exhibit 6c Top Arrangers of Asian Project Finance Loans in 1999 Position Arranger Name Amount Number ($ millions) of Deals 1 HSBC $972.7 3 2 ABN AMRO Bank NV 716.4 3 3 ANZ Banking Group Ltd. 466.3 8 4 World Bank 444.1 5 5 JBIC 363.9 2 6 Sanwa Bank Ltd. 358.1 3 7 Industrial Development Bank of India 333.0 1 8 Chang Hwa Commercial Bank Ltd. 317.7 2 9 Japan Development Bank 317.5 2 10 Citigroup Inc. 280.7 4 Source: Euromoney’s Project Finance, July 2000. 8 Selling Risk to Potential Participants 15 year maturity No collateral other than site yet to be built Non-subordination of management Desire to use cash flows to grow the project Market turbulence risk Force majeure risk 9 Risk mitigation Conservative project capital structure Term loan is only 15% of total capitalization (HK government loan debt service starts only after the term loan has been repaid) HK government commitment to the project (tourism, jobs) Adequate debt-service covet even in the worst-case scenario Performance competence of HK government Performance competence of Disney Underwriting risk facing Chase and any sub-underwriters 10 Loan Pricing Issues - Interest spread and commitment fees to banks - Underwriting fee to borrower - Closing fees paid to banks by Chase HKTP - Pricing left to bank competition - HKTP not under shareholder pressure on WACC - Ancillary benefits to HK - 100bp +/- not too important to project economics - Flexibility in terms/ covenants more important Chase - Final target hold position HK$300 million = 10% - Underwriting risk for the rest - Time and effort - Opportunity cost - Reputation risk - Must cover fee to banks 11 Loan Pricing Banks - Must be convinced by Chase on credit issues - Comparables (Exh. 7) show lots of liquidity and over- subscription at the time - Spread of 135-135bp seems reasonable for quasi-government deal Fees - Total fees to HKTP – 125 bp Sub-underwriting fees of 25 bp Closing fees of 70 bp top to 50 bp bottom tier So sub underwriters get 95 bp 12 Selected Recent Comparable Transactions Exhibit 7 Selected Recent Comparable Transactions Hong Kong Quasi Sovereign Deals Regional Project Deals Other Corporate Deals Airport Authority Mass Transit Railway Hutchison Asia Container Cheung Kong Borrower of Hong Kong Corp (MTRC) Telephone Corp. Terminals Finance Co. Ltd. Industry Public Utility Public Utility Telecommunications Shipping Properties Country Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong Rating (S&P, Moody’s) NR A/A3 NR NR A Guarantor -- -- -- -- Cheung Kong (Holdings) Ltd. Purpose General Corporate Working Capital/ Build-out Financing Project Financing General Corporate Refinancing Facility Type Term Loan Term Loan Term Loan Term Loan Term Loan Amount in Transaction Currency HK$6,500MM HK$3,000MM HK$4,000MM HK$3,400MM HK$2,300MM (US$ equivalent) (US$837MM) (US$386MM) (US$514MM) (US$437MM) (US$296MM) Tenor 3-year bullet/ 5-year bullet 4-year bullet 5-year/ 7-year 10-year amortizing 5-year bullet Undrawn Pricing (bps) 25.0 15.0 Year 1, 25.0 Thereafter 25.0 50.0 25.0 Drawn Pricing (bps) HIBOR+65.0 bps/ HIBOR+75.0 bps HIBOR+110.0 bps/ HIBOR+170.0bps/ HIBOR+58.5bps HIBOR+85.0 bps HIBOR+130.0 bps HIBOR+195.0bps Upfront Fees (bps) (U/W) 6.0/10.0 (Club Members) 25.0 (U/W) 100/100 (Top Tier) 70.0 (Top Tier) 32.5 (Top Tier)54.0/90.0 (Top Tier)50.0/75.0 All-in p.a. to Top Tier (bps) HIBOR+85.0 bps/ HIBOR+81.2 bps HIBOR+123.9 bps/ HIBOR+177.8 bps HIBOR+65.0 bps HIBOR+105.0 bps (Club members) HIBOR+145.6 bps Launch Date May 1999 September 1999 November 1999 September 1999 November 1999 Signed Date July 1999 September 1999 March 2000 January 2000 December 1999 Lead Arrangers Chase (books), BOC 12 banks (self arranged) Chase (books), ABN ABN, BofA, DG Bank, SG, NAB, BofA, BOC, CEF Capital, SG (books), HSBC, ABN, and (books) WestLB, Dresdner SCB Remarks Transaction was Borrower’s self arranged Lead Arrangers raised Sponsors are New World Fully underwritten by coordinating oversubscribed and club deal includes ABN, over HK$12,000MM for Infrastructure Ltd., Hong Kong arrangers. The transaction is increased from HK$4,000. BOTM, Chase, DKB, Fuji, this non-recourse build Land Holdings Ltd., Sing Hung oversubscribed and increased from Borrower is owned by the HSBC, BOC, BNP, Citi, DG, out financing. Borrower is Kai Properties Ltd., and Sea- HK$2 bn to HK$2.3 bn. Borrower is HK government and was Hang Seng and SCB. owned by Hutchison Land Orient Terminals Ltd. Li Ka Shing’s property holding set up to build, operate and Borrower operates the Whapoa, Motorola and Transaction will finance company. maintain HK’s new Chek territory’s mass railway NTT Mobile Borrowers’ 41% share in Lap Kok airport system. MRTC is wholly Communications (NTT Do construction of container owned by the HK Co Mo). Terminal 9 in Tsing Yi, Hong government. Kong. Source: Loan Pricing Corporation 13 Commitment Letter Problem with changing condition, given the 15-year term: Material Adverse Change Clause - Underwriter can withdraw commitment Market Flex Clause - Chase can alter terms during underwriting period (4+ weeks) - Converts underwriting into best-efforts deal? - Definition of material adverse change - Volatility of HK markets (Exh 1 & 2) - Hedging risk in market not easy due to uncertain drawdown - Flex provision common in other (albeit less volatile) markets - Rarely invoked, even during the Asia crises - Probably would only be used to tweak the terms Would Disney accept the imbedding market flex in pricing? - Overpayment and over-subscription - Leaving door open for renegotiation 14 Syndication Strategy Size of Chase take and hold? Larger shows greater commitment Lower fee-to-booking ratio Capital-intensity of loans Distributor of loan products to client banks Policy is to hold 10% on loans it syndicates General Syndication vs. sub-underwriting? Sub-underwriting = wholesale General syndication = retail Share risk and fee (Exch. TN-1) Difficult deal → sub-underwriting Client concern about its relationship banks → sub-underwriting League table standing of banks → sub-underwriting 15 Impact of different syndication strategies Exhibit TN-1 Impact of Different Syndication Strategies Hold Syndication Strategy Amounts #1 #2 #3 #4 #5 #6 (HK$ mn) (Ex 8a) (Ex. 8b) (Ex. 8c) Chase Mandate Sole Joint Sole Sole Sole Joint Sub-Underwriting YesNoNoNoNoYes Number of Banks Chase $300 111111 Coordinating Arrangers $300 020002 (other Mandated Banks) Lead Arrangers $300 400003 (Sub-underwriters) Arrangers $250 4 4 4 12 0 4 Co-Arrangers $150 468002 Lead Manager $100 2580302 Total # of banks 15 18 21 13 31 14 Chase Fees in US$000a $1,776 $1,126 $2,995 $2,596 $3,365 $884 Chase Max.
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