Defaults and Restructurings

With yet another foreign convertible bond default hitting our desk, we cannot help but wonder what the future has in store for Asian convertible bonds and debt capital markets restructurings.  This is particularly relevant when you consider that Indian companies and banks issued foreign currency bonds aggregating up to approximately $6.3 billion in the first quarter of 2013.  This momentum continued throughout 2013 with Indian companies expected to raise another $10 billion by the beginning of 2014 by issuing foreign currency bonds in the international capital markets.

The Story so far

The convertible bond has always been a favourite of corporate India.  Turning back the clock, one would recall that, particularly between 2005 and 2008, several companies across multiple industries used a variety of structures to access the international debt capital markets by issuing foreign currency convertible bonds (FCCBs) to investors. Such issuers included National Thermal Power Corporation, Indian Oil Corporation, Bharat Petroleum Corporation, Power Finance Corporation, Tata Steel, Tata Communications, Vedanta, Bharti Airtel, Amtek Auto and Rural Electrification Corporation (just a few names amongst an endless list of issuers back in the day).

Fast forward to 2014 and FCCB defaults have dominated recent headlines (think major companies like Sterling Biotech, KSL and Industries and Suzlon Energy).
Continue Reading Indian Bond Defaults and Bond Restructurings: More Scheming Ahead?

Another day, another CMBS transaction declares an insolvency related event of default (after the REC6 default), this time based on the ‘balance sheet’ event of default. The notice posted by the issuer clearly states that after the sale of property securing the Brisk loan, the issuer will not have sufficient assets to repay the Class D Notes and the Class E Notes. Its assets are less than its liabilities. Hence, an insolvency event of default must occur. Simple, right? Well, maybe…
Continue Reading Victoria Funding (EMC-III) PLC: (I can’t get no) Satisfaction

The phrase “Lehman fallout” has become almost white noise in the financial world.  Everything and anything has been attributed to the demise of the onetime banking giant.  At the risk of sounding cliché, everything has indeed changed because of the collapse of Lehman.  Apart from the obvious, the failure of Lehman has opened the floodgates to all kinds of scrutiny and the banks have quite understandably reacted to this new regime of regulation and compliance.
Continue Reading Wherefore art thou, LIBOR?

For some time now I have struggled to give an abbreviated version of what I do.  When “I’m a lawyer” elicits the question, “What sort of law do you practice?” I find that there is no short, layman’s-terms explanation of structured finance that doesn’t put people to sleep.  Recently I have resorted to saying, “I do the sort of stuff that caused the credit crunch,” but some people, on hearing that, start backing away in horror as though I myself am as toxic as the assets in some of the transactions.  At that point, I usually mumble something about trying to be funny and move on to another subject.

All that changed last month.  As Fabrice Tourre went on trial for selling risky investments in complex financial products, the judge urged the banning of certain terms from the courtroom, including “CDO,” “asset-backed,” “securitisation,” “short and long investors,” and “credit default swap.”  “Have a heart,” she urged, “Keep the mumbo-jumbo to a minimum.”

So now I have a new, succinct description of what I do:  “mumbo-jumbo.”

To try to make sense of the mumbo-jumbo, I think in terms of an analogy:
Continue Reading FABULOUS MUMBO JUMBO

As one of the newest junior associates to join the growing Structured Finance Group at Reed Smith, there are times when I feel that I have the best seat in the house to witness the changes going on in this tumultuous period for our financial markets.  The economy as a whole, and its associated regulatory regime are in a clear and sustained state of flux.

The main benefit of this for someone at my stage of their career is that it encourages you to “challenge the unchallengeable.”  Ideas and concepts that were previously accepted practice are now being reformulated and reconsidered.  The building blocks which were simply taken as read are now questioned and analysed in detail. 
Continue Reading Challenging the Unchallengeable

So Eurosail-UK 2007-3BL plc (Eurosail) is not ‘balance sheet’ insolvent, no event of default has occurred under the RMBS notes it has issued and a post-enforcement call option (PECO) does not make limited recourse any of the notes it relates to.

Those are the conclusions of the Supreme Court (see here) after it substantially re-affirmed the judgments of both the High Court and the Court of Appeal in the case of BNY Corporate Trustee Services Ltd v Eurosail UK 2007-3BL and others.

Facts

For those unfamiliar with the facts, the case concerned an attempt by certain A3 noteholders to have an event of default under the notes declared on the basis that Eurosail was balance sheet insolvent due to, amongst other things, losses incurred as a result of the lack of currency swaps originally provided by Lehman Brothers.  The key argument being that the audited balance sheet of Eurosail showed an excess of liabilities over assets and that losses from the loss of the currency swaps could not realistically be recovered. 
Continue Reading ‘Point of no return’ is not the point says Supreme Court

Those issuers, corporate services providers, collateral managers, servicers and special servicers that regularly submit debt announcements on the Irish Stock Exchange will know how straightforward and quick it is to submit.  For those that don’t, at present this process involves simply sending a copy of the notice or announcement to the email address announcements@ise.ie and the publication is free of charge if a Word version of the notice is sent. 
Continue Reading Irish Stock Exchange announcements – Its all change at the Exchange!

It’s been a year since I joined the structured finance team. I can’t believe it went by so fast. A year of learning and moving forward. Downgrades, liquidity drawings and agent replacements in the summer, noteholder meetings in autumn, covered bonds and refinancing of old CMBS deals in the new year. Inevitably, this one year mark makes me think how much I’ve changed, and how much I’ve learned in the process. It also makes me think how much the ABS markets and the types of investors in those markets have changed since the emergence of the subprime mortgage crisis and the credit crunch.
Continue Reading From Finance 101 to CMBS 2.0

In December 2012, Reed Smith’s Structured Finance Team completed the consensual restructuring of £362,452,000 of outstanding debt owed by the London & Regional Group (the property company of billionaires Ian and Richard Livingstone).  As the managing associate on the team that advised London & Regional in various capacities (including Issuer and Borrower), I thought it would be worth touching on some of the innovative structural features, the benefits of this CMBS restructuring and the implications that this has for the CMBS restructuring market as a whole.

This was a highly complex transaction that featured: (i) the consensual restructuring of £234,200,000 of tranched commercial mortgage backed securities issued by London & Regional Debt Securitisation No.1 PLC (Lords 1); (ii) the restructuring of a £128,252,500 contractually subordinated loan; (iii) the compression of a long-dated interest rate swap; (iv) the termination of a liquidity facility; and (v) the implementation of innovative structural enhancements to the London & Regional Group structure that assured the noteholders of the independence of the Issuer whilst maintaining the London & Regional Group ownership of the note issuing vehicle.
Continue Reading LORDS 1 – ON A WING AND A PRAYER