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When It Comes to Restructuring Corporate Debt, Care Needs to Be

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When It Comes to Restructuring Corporate Debt, Care Needs to Be Legal and Regulatory | Debt restructuring When it comes to restructuring corporate debt, care needs to be taken that trade is prioritised and the “each lender for itself” approach is suppressed for a better collective outcome, says Geoff Wynne n a market of low commodity prices and global trade growing at marginally less than world GDP, it is no surprise that some trade finance facilities are looking distinctly fragile. This article takes Ia closer look at restructurings involving trade finance obligations and, importantly, sets out the advantages of giving “true” trade debt priority. Historic context The argument started way back in the 1980s, particularly with the Latin American debt crises, where short term debts were paid – country restructurings paid short term debts because they matured quickly and should be outside long term restructurings. There was an assumption that because it was short term, it was trade debt, but this was www.tfreview.com 69 P69_TFR_Vol19_Iss10_Geoff Wynne.indd 69 06-Sep-16 2:39:02 PM Legal and Regulatory | Debt restructuring “The first question not always the case. would be paid because it was required for business There is certainly no evidence that any legal continuity. is, where does the system actually grants trade debt priority. But as Here is another clue that there could be better many know, the argument resurfaced in 2008–09 treatment for these trade receivables. A payer will creditor rank if its after the financial crisis, particularly when looking argue that they will pay their trade receivables loan or receivable is at the bank restructurings in Kazakhstan.1 in an ongoing business because they want to Definitions were crafted for trade debt and its guarantee the source of supply. But as has been not paid?” priority in a number of cases. Each was different seen in a number of restructurings which are and in some cases trade debt (as defined) was paid continuing, where the paying party starts looking off in full. These restructurings went through a at the receivables that it has, and says, “Ah ha! court process. But within my receivables, there are those which Since the financial crisis pre-export finance I regard as short term supply of assets or goods (PXF) facilities have been getting caught in to me, and those are the ones that I will pay. restructurings. It happened in Russia and it is But unfortunately, creditors, many of you were happening in Ukraine.2 So the discussion then was, generous to give me longer payment terms, and what security would you give priority to? What that’s really like working capital for me, so it’s more would you recognise? like finance, and I’m not going to pay as a trade receivable, I’m going to treat that as a finance Recognising security payment and unfortunately I’m going to put you in And certain people, of whom this author was the finance restructuring club”. one,3 said that structurally, you should recognise Some people have taken it further to say security given in the trade financings. So where that “When I’m looking at the receivables, I will these were PXF or prepayment financing and they pay trade receivables that are owed to suppliers, created security, that security should be recognised. but I don’t want to pay trade receivables that are The counterargument is that you might have held by a financial institution. And I am going security, but you do not have full security. In to treat receivables that are owed to financial other words, at the time of the financial difficulty, institutions as financial debt, even though it is in you, the secured (providers of the PXF) cannot reality trade debt. If it was held by a supplier, I liquidate your security at that time to be repaid would have paid it.” In other words, the argument in full. And if you do not have full security, that a receivable held by a financial institution is the restructurers will not believe you have any a financial debt and not a trade debt affects its meaningful security and as a result, it defaults repayment priority. to what is called the ‘liquidation model’, which That seems to be defective reasoning, but assumes that the business stops at that point. once again it affects the ability to be involved in That ignores, in reality, any security going this financing if there is a danger of being treated forward because the commodity is in the ground, differently and unfairly. but if the company is in liquidation, it is not going to produce anything anymore, and therefore there Types of financing is no security. What is also interesting, if you look particularly Even though the whole purpose of the at some of the larger borrowers, some of restructuring is for the company to survive, whom are in difficulties and some of whom are organisers of restructurings sometimes do not not and might be in the future, is that they are recognise that future security. raising different forms of debt. So they are using In many ways, that had an adverse effect on structured trade products (PXF and prepayment the structure of trade finance because people ask financing), they are also involved in borrowing if structured trade finance is worth doing if they base and in reserve base lending. And in all of are going to be caught out by the obligor’s default. those structures, remember, there is security, but it is security that assumes that business will continue Receivables in a restructuring in the future, in order to realise all of that security. As the volume of PXFs and true prepayments to There is an argument that revolving credit producers has diminished, interest in receivables facilities (RCFs) are not trade finance. While the finance has grown - either loans against receivables facility might just about be trade-related, it is or indeed purchase of receivables. in effect more like working capital. Perhaps the And many believed that structurally, what they expectation, if something happens to the obligor were going to do was to purchase trade receivables who has an RCF, is that the claims under that part – in other words, these were payments made by a of the financings would not be treated as trade. party receiving goods or services, and thus key to But does it matter? trading relationships. If the receivable could not In other financings, a bank issues letters be paid at the time, there was a suggestion that of credit (LCs), yet how do you treat the whatever happened to the paying party, that money reimbursement obligation from the issuing bank 70 TFR September 2016 P69_TFR_Vol19_Iss10_Geoff Wynne.indd 70 06-Sep-16 2:39:02 PM if the bank is a confirming bank. If the bank is onto its position for a good few months against “There is an an issuing bank, what about its claims against growing anger from a number of other banks. the applicant. Are they trade? Are they trade But the result was, since the company continued argument that financings? to perform and since the bank held security over The regulators started introducing a phrase the sale contract, it was getting cash which it said revolving credit called “self-liquidating” which meant that they it was allowed to keep and not put back into the facilities are not began to think about whether LCs were in some restructure. In the end, there was a great deal way something special. of pressure on the bank, and there were also trade finance” The problem was the self-liquidating suggestions along the lines of: “if you think you’ve determination assumed that the bank that had got an assignment, we’re just going to stop that the obligation to pay out on the LC, held onto contract and we’ll find a series of other contracts the goods, represented by the documents of to sell the commodity, and one way or the other, title presented under the LC and therefore held you will be dispossessed of your security rights.” security. As many know, that is unlikely to be the That ultimately got the bank around the table to case. In reality, the LC is used for payment of discuss what to do. goods and the goods will be on sold into other If there is a restructuring, who runs the parties. The bank does not hold the documents of negotiation? Because that is quite an interesting title for very long. and challenging question. Who runs it will depend There is still a debate as to whether there is a on what view is taken on ongoing business or thing called “self-liquidating LC”, and this might liquidation model. Most of the time, the larger be a clue as to how one can get better treatment. lenders and debt providers are doing this on an If a guarantee was issued for trade purposes, unsecured basis. If they are banks, they are doing can the reimbursement obligation under the it on an RCF or equivalent or they may well be guarantee that was issued, result in some sort of bondholders – the combination of the lenders better treatment? and bondholders may well mean that they control Are any of these financings trade? Are they the creditors’ committee – they drive the structure trade related? Does it matter? In whose eyes does forward –and they want to achieve the best deal it matter? Well, that will be important, because the for themselves. That is really at the price of result of what happens if something goes wrong anybody else. may very well be determined by the view that is They will look at how the company can then taken in relation to the debt that is held.
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