Tata Debt for Corus Leaves Derivative Trades in Lurch (Update3)
The financing of Tata Steel Ltd.'s planned acquisition of Corus Group Plc is wreaking havoc in the derivatives market.
Mumbai-based Tata blindsided traders when it decided to borrow as much as $6.17 billion through a non-investment-grade Corus subsidiary to fund the takeover of the largest U.K. steelmaker. Tata, whose debt is rated investment grade, is using high-yield high-risk loans and bonds, prompting Fitch Ratings to change its assessment of the merger to ``negative,'' with a warning it may downgrade the securities of London-based Corus.
Many traders who sold credit-default swaps on the assumption that a takeover would be completed with an investment-grade financing are losing money on the deal. Since Oct. 20, credit- default swaps based on $2 billion of Corus debt have climbed 21 percent. An increase indicates a worsening in the perception of credit quality. The contracts, based on bonds and loans, are used to speculate on a company's ability to repay debt.
``It's clear that this came as a surprise to a certain part of the market,'' said Graham Neilson, a fund manager at Credaris in London, which oversees $1.6 billion of assets.
Fitch said the plan to make Corus responsible for the additional borrowing may prompt it to cut the company's senior unsecured credit rating from B+, four levels below investment grade. High-yield debt is rated Ba1 or lower by Moody's Investors Service and BB+ or lower by Standard & Poor's or Fitch.
More Flexible
``The combination of the two businesses at first seemed positive for Corus; now it's not clear what kind of access Corus will have to financial support to service the debt and to Tata's stronger operations,'' said Peter Archbold, a London-based analyst at Fitch.
Tata is seeking to create the world's fifth-largest steelmaker through its $8 billion acquisition of Corus, formerly British Steel Plc. The deal would be the industry's second biggest this year, behind Rotterdam-based Mittal Steel Co.'s $38.3 billion purchase of Arcelor SA in Luxembourg.
``The proposed financing ensures financial flexibility of Tata Steel'' to fund projects ``while addressing the issues of risk,'' Koushik Chatterjee, Tata Steel's vice president of finance, said in an e-mail, without providing details.
Tata Steel, India's second-biggest steelmaker, has expanded in Southeast Asia by buying Thailand's Millennium Steel PCL and Singapore's NatSteel Ltd. in the past two years.
``The funding structure of the acquisition of Corus may suggest that Tata Steel may want to pursue further expansion,'' said Roberto Pozzi, an analyst at Societe Generale SA in London.
`Caught Out'
Credit-default swaps based on Corus debt were quoted today at 162,000 euros, up from 133,800 euros on Oct. 19. The prices are based on 10 million euros of debt. The five-year contracts, conceived to protect bondholders against default, pay the buyer face value in exchange for the notes should the company fail to adhere to its debt agreements.
Derivatives are financial instruments derived from stocks, bonds, loans, currencies and commodities, or linked to specific events like changes in the weather or interest rates.
``This has caught the market out,'' said Marwan Dagher, HSBC Holdings Plc's London-based head of credit sales to hedge funds. ``The lesson here is that whenever an acquisition is about to happen, you shouldn't go out and take a view'' on credit quality improving because ``there are many ways to finance these.''
The debt, to be issued under the new name Tata Steel U.K., will rely on Corus's revenue for payment, Fitch said in its Oct. 20 report. It includes a 1.35 billion-pound ($2.5 billion) high- yield loan that will be repaid with a bond once Corus shareholders approve the acquisition, said a banker working on the transaction who asked not to be identified.
Higher Costs
Corus will pay interest on its loans between 1.5 and 2 percentage points above the London interbank offered rate, a benchmark for lenders, said a banker involved in the deal, who declined to be named because the information hasn't been publicly disclosed. That's about five times the interest margin of 0.34 percentage point that Tata is paying on a $750 million seven-year loan taken out earlier this month, said an arranger of that deal.
The planned bond sale is likely to cost Corus annual interest of about 2.64 percentage points more than benchmark government debt with similar maturities based on a B rating from Fitch, according to data compiled by Merrill Lynch & Co. The spread is 1.87 percentage points more than Tata would pay, based on its Baa2 rating from Moody's and BBB ranking from S&P. The additional annual interest would cost the company at least $47 million, according to data compiled by Merrill and Bloomberg.
Competitors for Corus
Tata's planned acquisition may face competition. Companhia Siderurgica Nacional SA, a Brazilian steelmaker, hired New York- based investment bank Lazard Ltd. to advise on a possible bid for Corus, the Sunday Times in London reported on Oct. 22, without saying where it got the information. Russia's OAO Novolipetsk Steel may also bid for the company, the Financial Times reported on Oct. 18.
``There is no 100 percent certainty that the deal will go through, as another bidder could emerge or the current offer could be rejected,'' said Pozzi at Societe Generale.
Moody's, which ranks Corus's senior unsecured debt at B1, said on Oct. 23 it hadn't yet decided whether to revise its ranking. S&P hasn't issued a report on Corus since an Oct. 18 statement that the acquisition was likely to boost Corus's BB- credit ratings ``given the higher ratings'' for Tata.
``If they were prepared to just merge the whole thing, the debt would be rated a similar way as Tata Steel, and it would probably be somewhat cheaper for them to do,'' said Rick Mattila, a credit analyst at Dresdner Kleinwort in London.
Bond Buyback
Corus's bonds have gained since the takeover offer because Tata said it will buy them back. Corus's 800 million euros of 7.5 percent notes due in 2011 increased to 108 percent of face value from 105 percent last month, according to RBC Capital Markets Ltd. The bonds yield 5.56 percent, or 1.78 percentage points more than benchmark government debt with the same maturities.
``For the bonds it's fairly straightforward, they're going to get bought back,'' said Robert Jones, head of high-yield research at Barclays Capital in London. ``The way the financing is structured, the credit-default swaps could end up being a lot wider than they are now.''
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