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Buyout blues

Robert Peston | 07:47 UK time, Wednesday, 14 November 2007

Shares in Schadenfreude Inc are soaring to new highs, as evidence accumulates that the private-equity boom of 2006 and early 2007 may be turning into something dark and dismal.

As I mentioned yesterday, even before any pronounced slowdown in the economy, the debt of several British companies acquired by private-equity funds is trading well below par.

Last night, for example, holders of bonds issued by Countrywide 鈥 the UK鈥檚 leading estate agency business 鈥 were nursing very pronounced losses.

Which is unsettling given that the buyout of Countrywide by the US private-equity house, Apollo, was carried out only last May.

It was one of the last private-equity deals of any size to be completed, before the market collapsed in the summer. And the deal valued Countrywide at over 拢1bn.

The takeover was financed with around 拢300m of equity and 拢640m of debt, which were sold to investors as three different kinds of bonds.

There was 拢370m of senior secured floating rate notes, which were priced last night at 76p in the pound.

There was another 拢100m of senior secured floating rate notes that have a toggle, allowing the borrower to pay interest in cash or roll it up depending on whether money becomes tight.

The toggle was a bull-market innovation that transferred power from the lender to the borrower 鈥 in that if a borrower runs into difficulties, it can simply add the interest to the principal owed and delay the day of reckoning.

Perhaps unsurprisingly, these toggling notes are trading at 70p in the pound.

And then there was 拢170m of senior unsecured notes, which is trading at 54.5p in the pound.

All told, providers of Countrywide鈥檚 loans are nursing losses of 拢195m. Which is a lot of humiliation and pain for the lenders. And what seems extraordinary is that we鈥檙e less than six months from the completion of this takeover.

What is the equity worth? Goodness knows. But, in theory, if the debt has fallen in value by that much, the losses on the equity may be spectacular.

Except that, like so many of these top-of-the-market buyout deals, the holders of the equity managed to transfer many of the risks normally associated with the equity to the debt.

As Countrywide itself puts it, 鈥渙ur bonds instruments do not contain any maintenance covenants, only incurrent covenants鈥. What that means is that if the performance of the business were to run into serious difficulties, bondholders have precious little ability to take control of the business or seize assets unless and until the smelly stuff is all over the fan.

So perhaps the equity will be worth something one day, if Countrywide comes through the next phase in the housing cycle in reasonable shape.

What鈥檚 actually been happening to Countrywide as a business? Well Countrywide鈥檚 third-quarter results, which have this morning been sent to its bondholders, show that conditions are becoming tougher for it 鈥 though it is cutting costs and it has succeeded in increasing the cash that it holds on its balance sheet as a protection against elements.

Its revenues fell 6% to 拢167m in the three months to the end of September. As for the measure of profit favoured by private-equity owners, earnings before interest, tax, depreciation and amortisation, that fell 5% to 拢31.9m. And Countrywide generated a useful amount of incremental cash in the period.

The more forward-looking measures make for gloomier reading. The pipeline of sales for the company going into the last quarter of the year is 16% lower than at the start of the second quarter 鈥 and the volume of properties on its books rose 5% over the summer as properties took longer to shift.

Why has the price of its debt fallen quite so much?

It鈥檚 partly that loans to buyouts are out of fashion right now.

And it also shows what providers and buyers of the loans think of the outlook for the British housing market 鈥 which, to state the obvious, isn鈥檛 very positive.

In a way, Countrywide is part of the same phenomenon as the calamitous factors that brought us the crisis at Northern Rock: financial institutions鈥 newly found dislike for certain kinds of debt created in what they see as the bubble conditions of 2006 and early 2007; and their particular wariness of anything dependent on the volume and price of house sales.

Anyway, the vendors of Countrywide should be feeling pretty chirpy. They appear to have sold right at the peak.

Actually there was another big private-equity takeover of an estate agency chain that was completed just a few weeks later.

That was BC Partners purchase of Foxtons for 拢380m, financed by 拢180m of senior debt, 拢70m of mezzanine debt and 拢130m of equity.

The banks that provided the 拢250m in aggregate of loans for the deal, Bank of America and Mizuho, are thought still to be holding much of it. And like many big banks, they are probably singing the buyout blues.

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  • 1.
  • At 09:39 AM on 14 Nov 2007,
  • Scamp wrote:

If this is correct then it's excellent news. Private Equity achieves nothing that's of real economic strategic benefit. Perhaps now there will be increased emphasis on real venture capital.

As the Chief Economist at the World Economic Forum said in respect of it's league table on competitiveness:

"The US gets its leadership position through a winning combination of highly sophisticated and innovative companies that lead the world in research and development and operate in very efficient and large markets. This is buttressed by an excellent university system that works closely with business, a very flexible labour market, a unique ability to attract talent and a financial sector that supplies the needed capital for risky innovation ventures. These strengths allow the US to overcome weaknesses related to its macroeconomic imbalances."

Note the bit about financial services and capital provision.

  • 2.
  • At 10:02 AM on 14 Nov 2007,
  • john thomas wrote:

So, is all this sudden optimism we're hearing about on Wall St. (up 300+ points yesterday) and in Asia and in London this morning justified or spectacularly misplaced?

This is the result of 'Extra-Intermediation'. Just as the housing market suffered when brokers inserted themselves between the banks and borrowers in the US we now have the equity market suffering as private equity "investors" have inserted themselves between the investing banks and the companies that need investment. Both have the same type of sloping shoulders that avoid responsibility but an eagerness to accept the profits that has left the banks with one-sided deals of little value. The banks have to learn how to do their business again - this is a stove touching lesson that they need to remember.

  • 4.
  • At 10:58 AM on 14 Nov 2007,
  • Pete wrote:

Times of volatility highlight the problem of modern capitalism whereby the price of a business is based on future earnings. Where businesses are well run with steady strategies for growth, it's easy to value and if that predicted growth is based on debt and unrealistic lending, then it can go sadly wrong.

Double digit growth in house prices when wages grow round about inflation has to run out of steam at some point. My timing has been lousy - I've been saying this for 5 years - but it has to be true for the vast majority of housing.

Investors seem to happily forget that there is only so much REAL business and REAL profit to go around, and the more investors that pile into a market and the more 'intermediaries' package it up and take a slice off the top, the less each investor will actually make.

Of course, in the short term you can always borrow more money against imagined future profits, pretend the debt is income and everything looks great. It used to be called a Ponzi Scheme; nowadays its called........ S'funny, it seems to have LOTS of new names!

  • 6.
  • At 11:26 AM on 14 Nov 2007,
  • Deepak Chawla wrote:

So in brief the capital invested around 30% is the actual value of the business.

And rest is just hype and over enthusiasm.

The same story holds true for UK housing market. Companies can stand back with limited liability wait for individuals to go through the same horror in the coming year.

You heard it first here. (Ewan Davis will tell you the same in a year or so)

As someone who has seen the effect many private equity buyouts have had on peoples lives and careers at first hand, I make no apologies for indulging in more than a little schadenfreude myself at the present mess. Perhaps those responsible are finally feeling at least a little of the pain and distress their greed has inflicted on so many people in so many organisations?

Investors seem to happily forget that there is only so much REAL business and REAL profit to go around, and the more investors that pile into a market and the more 'intermediaries' package it up and take a slice off the top, the less each investor will actually make.

Of course, in the short term you can always borrow more money against imagined future profits, pretend the debt is income and everything looks great. It used to be called a Ponzi Scheme; nowadays its called........ S'funny, it seems to have LOTS of new names!

  • 9.
  • At 01:14 PM on 14 Nov 2007,
  • Chris Lunn wrote:

Excellent. Serves them right. How's Boots doing?

its a other side of coin where things don't look so optimistic but don't invalidate Private Equity concept, we need leadership and direction to bring ailing units back on the track and PE is the only answer.

  • 11.
  • At 04:08 PM on 14 Nov 2007,
  • bill wrote:

There are plenty of reasons to be downbeat given the adverse macro-economic downside risks that exist. The fact that they are occurring simultaneously rather than in isolation would suggest that the shock to the economy will ultimately be much greater and more sudden.

In the final event corporate survival will depend upon (i) the ability of management to respond to external issues and (ii) the support of banks and investors to maintain funding to an under-performing business. Whilst the banks are now much better equipped in terms of skills to provide pro-active support and legislative changes have also made pro-active restructuring much more likely I see no reason to believe that the quality of British management has improved. Few if any of the current generation of managers has had experience of a recession. Very different skills are needed to cope in a downturn compared to those when a business has growth prospects. It worries me that in a downside scenario few management teams would rise to the occasion. The fact that many companies have high levels of gearing will also limit the options for rescue. I fear that the downside wave will be so big and so sudden that many companies will be taken by surprise and job losses could well be greater than any economic model might predict. In short I think there is good reason to fear a significant downturn.

  • 12.
  • At 11:51 PM on 14 Nov 2007,
  • Tony wrote:

As a former FT hack, surely you read Lucy Kellaway. This morning, on Today, you said "going forward" three times! Each time, it was totally redundant. What next?

  • 13.
  • At 08:17 PM on 28 Nov 2007,
  • sach wrote:

NEW HEADLINE
Is Robert ever going to report on anything else apart from Northern Rock?

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