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citi deal is MANDATORY convertible

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  • citi deal is MANDATORY convertible

    from ftalphaville blog:

    But what do we know? Here’s the view of FT Alphaville’s friendly (professional) convertible arb specialist:
    Firstly, this is a mandatory convertible. It’s NOT DEBT (obviously as it qualifies as tier 1 capital). An 11% coupon may sound high but if one considers what this structure actually is then it should become apparent that this is not high.
    This deal is best thought of as a forward issue of equity with a minimum maturity of just over 2yrs and a max of just under 4yrs. Citi is effectively guaranteed that it will be issuing the holder(ADIA) common stock at a premium to last night’s closing of between 4% and 21%. Taking this into account and given that the current div yield of the stock is over 7%, this no longer looks such a bad deal.

    I have valued the structure:
    (i) what we know:
    - $7.5bn face
    - 11% coupon
    - mandatory conversion (”purchase contract settlement dates”) of Mar 15 2010, Sep 15 2010, Mar 15 2011 and Sep 15 2011.
    - “Strikes”: stock closed last night @ $30.7 but let’s assume to start with that this deal is priced off $31.83 as this is the “lower strike”. With the stock price < = $31.83, Citi will issue 235,627,500 shs (ie at most $7.5bn of stock). stock price >= $37.24 Citi will issue 201,390,000 shares. The number of shares issued varies between these two “strikes” such that ADIA receives $7.5bn worth of stock ie par. This is otherwise known as a 100/117 mandatory.

    (ii) assumptions:
    - Citi div’s are flat for the life of the structure @ $2.16.
    - credit spread for Citi is 0 (5yrs is actually L+90 but this has a minimal impact on the theoretical value (TV) so we’ll give Citi the benefit of the not inconsiderable doubt).
    - “skew” is 10vol’s; ie we will price the put at 51 vol and the call @ 41 vol (this looks to me to be in line with where options are currently quoted).
    - that the mandatory, rather than having a variety of different strikes from £31.83 up to $37.24 over the 4 “settlement dates” is in fact just one strike of $37.24 with a March 2010 expiry.

    (iii) valuation:
    On the basis of these assumptions above, Citi have issued a structure for $7.5bn that is worth $7.18bn (ie 95.75% of par). If I value the Sep 2011 mando’ using the same criteria as above then the TV is 99.60 (ie are issuing something worth almost $7.5bn).

    (iv) conclusions:

    This is NOT necessarily expensive financing for Citi. I get TV for the longest dated mandatory to be 100. If the strikes are staggered over time the TV climbs. For example the TV of the mar 2010 structure above using 7 skew and a 10% premium rather than 17% (ie $35.00 upper strike rather than $37.24), is effectively par. Also, if Citi cut the dividend by 5% each year during the life of the structure the TV of the Mar 2010 structure goes up by 1pt.

  • #2
    Re: citi deal is MANDATORY convertible

    The Citi deal is the same as Al-T's bailout 15 years ago - politically motivated not financially.

    Unfortunately this time the tide is going out.

    Comment


    • #3
      Re: citi deal is MANDATORY convertible

      Originally posted by jk View Post
      from ftalphaville blog:

      But what do we know? Here’s the view of FT Alphaville’s friendly (professional) convertible arb specialist:
      Firstly, this is a mandatory convertible. It’s NOT DEBT (obviously as it qualifies as tier 1 capital). An 11% coupon may sound high but if one considers what this structure actually is then it should become apparent that this is not high.
      This deal is best thought of as a forward issue of equity with a minimum maturity of just over 2yrs and a max of just under 4yrs. Citi is effectively guaranteed that it will be issuing the holder(ADIA) common stock at a premium to last night’s closing of between 4% and 21%. Taking this into account and given that the current div yield of the stock is over 7%, this no longer looks such a bad deal.

      I have valued the structure:
      (i) what we know:
      - $7.5bn face
      - 11% coupon
      - mandatory conversion (”purchase contract settlement dates”) of Mar 15 2010, Sep 15 2010, Mar 15 2011 and Sep 15 2011.
      - “Strikes”: stock closed last night @ $30.7 but let’s assume to start with that this deal is priced off $31.83 as this is the “lower strike”. With the stock price < = $31.83, Citi will issue 235,627,500 shs (ie at most $7.5bn of stock). stock price >= $37.24 Citi will issue 201,390,000 shares. The number of shares issued varies between these two “strikes” such that ADIA receives $7.5bn worth of stock ie par. This is otherwise known as a 100/117 mandatory.

      (ii) assumptions:
      - Citi div’s are flat for the life of the structure @ $2.16.
      - credit spread for Citi is 0 (5yrs is actually L+90 but this has a minimal impact on the theoretical value (TV) so we’ll give Citi the benefit of the not inconsiderable doubt).
      - “skew” is 10vol’s; ie we will price the put at 51 vol and the call @ 41 vol (this looks to me to be in line with where options are currently quoted).
      - that the mandatory, rather than having a variety of different strikes from £31.83 up to $37.24 over the 4 “settlement dates” is in fact just one strike of $37.24 with a March 2010 expiry.

      (iii) valuation:
      On the basis of these assumptions above, Citi have issued a structure for $7.5bn that is worth $7.18bn (ie 95.75% of par). If I value the Sep 2011 mando’ using the same criteria as above then the TV is 99.60 (ie are issuing something worth almost $7.5bn).

      (iv) conclusions:

      This is NOT necessarily expensive financing for Citi. I get TV for the longest dated mandatory to be 100. If the strikes are staggered over time the TV climbs. For example the TV of the mar 2010 structure above using 7 skew and a 10% premium rather than 17% (ie $35.00 upper strike rather than $37.24), is effectively par. Also, if Citi cut the dividend by 5% each year during the life of the structure the TV of the Mar 2010 structure goes up by 1pt.
      In English please.

      Comment


      • #4
        Re: citi deal is MANDATORY convertible

        Originally posted by rj1 View Post
        In English please.
        it isn't as bad a deal for citi as it first appeared.

        Comment


        • #5
          Re: citi deal is MANDATORY convertible

          Wouldn't that support the idea that this is politically driven? Would Citi be able to obtain anything approaching good pricing any other way given the current circumstances?

          Comment


          • #6
            Re: citi deal is MANDATORY convertible

            Originally posted by WDCRob View Post
            Wouldn't that support the idea that this is politically driven? Would Citi be able to obtain anything approaching good pricing any other way given the current circumstances?
            i'm not sure. the analysis above says it was not a bad deal but a fair deal, i.e. about what you'd expect in an arms' length transaction with neither party in distress.

            Comment


            • #7
              Re: citi deal is MANDATORY convertible

              Originally posted by WDCRob View Post
              Wouldn't that support the idea that this is politically driven? Would Citi be able to obtain anything approaching good pricing any other way given the current circumstances?
              What do you mean by "politically driven"?

              Comment


              • #8
                Re: citi deal is MANDATORY convertible

                Originally posted by c1ue View Post
                The Citi deal is the same as Al-T's bailout 15 years ago - politically motivated not financially.
                Just referencing the above, GRG.

                JK, my assumption was that Citi is in distress. So that any deal that gave them favorable/unexceptional terms might suggest it was more of a calling in of chits than an arms-length deal. Could be wrong, but that's where I was starting.

                Comment


                • #9
                  Re: citi deal is MANDATORY convertible

                  I tend to agree with the initial observation -- if anything, this was a good deal for Citi and a real stinker for Abu Dhabi. Think about it: given Citi's exposure to Tier 3/SIV crap on their books, it's frankly debatable whether Citi (and a lot of other banks for that matter) possesses any capital, i.e. it isn't solvent. In order for the sheikhs to redeem their stock they may have to show up at the Citi building auction and claim file cabinets and swivel chairs.

                  Comment


                  • #10
                    Re: citi deal is MANDATORY convertible

                    Originally posted by WDCRob View Post
                    Just referencing the above, GRG.

                    JK, my assumption was that Citi is in distress. So that any deal that gave them favorable/unexceptional terms might suggest it was more of a calling in of chits than an arms-length deal. Could be wrong, but that's where I was starting.
                    I was meeting with an Arab banker friend when Abu Dhabi released the Citi news over here (came over his Blackberry). For context, this friend is semi-retired and has lived in the USA for almost 20 years, but has an active advisory practice over here.

                    He told me he was astonished at the near-universal eagerness of his network of banker and financier colleagues (over here) to invest in US assets, especially financial sector. Consequently, he wasn't that surprised by the Citi news. In answer to my inevitable next question he put this down to:
                    • Pegged currencies now make the US considerably more attractive than other regions like Euro/UK for the considerable pile of $ they now have.
                    • The perception that local mega-real estate is getting saturated and profit recycling needs to slow down.
                    • Prestige of having ownership in Grade-A US commercial property and top tier franchise US financial firms like Citi, with global reputations. They have long felt Prince Al Waleed's ownership in Citi has brought his Kingdom Holdings much prestige as well as decent and safe returns.
                    • A very strongly held and genuine confidence in the long-term future of the US economy and the enduring dominance of US companies globally (in contrast, my banker friend has apparently been influenced by living there for too long, because he sounds as pessimistic about the US as many of you folks!).
                    • A complete reversal of the fear, instilled in the aftermath of 9/11, that Arab assets in the US were in danger of being "frozen" or seized on any "security" pretext (this caused a huge surge of capital to be repatriated from the US back to the Arabian Gulf in 2002, which kick-started the stock market and real estate booms here).
                    He finished with the cynical observation that he wasn't sure any of his colleagues over here really understood how bad things were going to get "over there".

                    Comment

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