AT&T and the Justice League

AT&T has hit a roadblock in its merger with Time Warner Inc. in the form of a law suit from the Justice Department to prevent the deal. This may offer an opportunity for investors to benefit.

Special Mandatory Redemption Provisions

When undertaking a large acquisition, bonds can be issued to pre-fund the deal before the final legal closure occurs. Often this requires shareholder or regulatory approval and there may be doubts over whether the deal will actually be consummated. For some of this pre-finance, they may include SMR language – Special Mandatory Redemptions. Essentially if the deal fails to materialise (usually by a back-stop date) then the bonds are redeemed at 101 (plus accrued interest to that date).

This can be both a positive and a negative for holders of the bonds. If the price has moved above 101, then there can be a painful loss of value. However, with a bond price below 101, there is scope for some capital appreciation. With yields rising, however, a number of bonds with this language sit with prices below 101. This gives the potential for a capital gain if the acquisition process fails.

AT&T, the US telephony company, is in the process of acquiring Time Warner Inc., owner of a number of media brands and assets such as CNN, Warner Bros. films, HBO and Turner Sports. This would fit well with AT&T’s purchase of satellite broadcaster DirecTV and diversify revenues from its reliance on telephony.

At the end of July, AT&T issued $22.5 billion — ranking as the third-largest corporate bond sale on record. Issuance consisted of seven series, all subject to a special mandatory redemption at “101 percent of the principal amount of the notes plus accrued but unpaid interest if the merger agreement with Time Warner is terminated or the acquisition of Time Warner does not close by April 22, 2018”. It also issued two euro tranches and a sterling bond in June with the same clause.

The market was expecting the deal to close this quarter well before the back-stop date but, as they say in America, in “a left-field move” the Justice Department (taking a leaf out of the Warner film franchise “Justice League”, possibly) has instigated a lawsuit to block the merger. The Justice Department’s argument is that the deal is anti-competitive and therefore unlawful. AT&T is seeking to argue against this but there is a political element hanging over the deal as President Trump has in the past said the merger should be blocked and dislikes CNN.

A deal could be struck, like the one for Comcast when it merged with NBC in 2011, which imposes conditions on AT&T to improve its “behaviour” post a merger. However, the Judge appointed, Richard J. Leon is viewed as conservative and unlikely to move for a settlement, and looks to be sceptical of behavioural remedies given his negative views on the Comcast/NBC consent decree.

The clock is now ticking and AT&T has four months to close the deal. It could seek to extend the deadline with bondholders but it may need to offer an incentive to do so. Currently all the dollar bonds are trading below 101 in price and therefore offer some upside to investors. The euro issuance is above 101 and therefore could see a price drop. In the sterling market, the 2037 bond also sits below par, offering the chance for a capital gain.

Note: Since we published this article, the court date has been set later than AT&T and Time Warner had hoped. It is now set for March and it looks like the SMR provisions are likely to be triggered. AT&T have a few months to decide and it is possible they will seek to extend the deadline for the provisions. This would require a ‘consent solicitation’, which usually involves them paying a fee to bondholders or they could redeem and re-issue the bonds. Either way, bondholders should benefit.

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Is everything still on track?

The announcement of the agreement to merge Siemens and Alstom’s train assets will create a large European champion, which should be better placed to compete with increased competition from China’s CRRC. It marks the end of speculation on a number of outcomes, and on whether the vested interests of both France and Germany could be satisfied.

The framework agreement still has to be approved by regulators and shareholders. However, assuming the approval is forthcoming, the increased scale will make the combined businesses more able to compete with the behemoth of CRRC, which has annual revenues larger than the prospective combined European entity. CRRC has been increasingly looking to compete outside of China, and has already won projects in both the UK and Czech Republic. It is also expected to bid for work from HS2 (a planned high-speed railway in the UK).

Bombardier – a Canadian manufacturer with a large European business – is thought to be the biggest loser from the announcement, since it remains a subscale competitor in Europe. Bombardier’s bonds were already weak due to the headlines about its aerospace division, and this agreement is unlikely to help.

Rail infrastructure offers a variety of opportunities for bondholders to invest in, including the manufacturers of “kit” such as Alstom, Siemens and Bombardier. These opportunities also extend to the national rail companies such as Deutsche Bahn, Network Rail Infrastructure and SNCF Réseau, who pay for the signalling and other technical equipment that the manufacturers provide. The rolling stock companies such as Great Rolling Stock, Angel Trains and Porterbrook acquire trains and carriages and lease them to operators. These train operating companies (such as First Group and Stagecoach) run the trains. All will be affected by any changes to the choice or price of rolling stock and associated infrastructure, or to any further change in competitive dynamics. We are keeping a close eye on these developments, which have both potential positives and negatives for the end passenger and the bond investor in the railway industry.

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Testing times

The recent egg scandal has once more brought the issue of food safety into the public spotlight. Along with the horse meat scandal and baby milk in China, there are strong reasons to suggest that food testing will continue to be required to ensure the quality of the food chain and human health.

One of our recent additions to portfolios is Eurofins Scientific, a global laboratory and advisory service that offers a wide range of testing services across a variety of industries. Eurofins believes it is the world leader in the food and feed testing market where it tests for dioxins and organic contaminants, pesticides, mycotoxins, allergens, authenticity, pathogens and vitamins. Its wider environmental testing services are underpinned by increasing regulations for a clean and healthy environment

The company also offers services to the biopharmaceutical industries and speciality clinical diagnostics where its laboratory services, backed by high R&D spend, support the more accurate diagnosis and treatment of diseases and improve healthcare.

The company has a history of growth through acquisition, but these are largely bolt-on services or geographies such as its recent acquisitions of Japan Analytical Chemistry Consultants (“JACC”) and Ecopro Research (“Ecopro”). JACC is one of the largest independent agro science testing laboratories in Japan and Ecopro is a leading food testing laboratory in Japan. The cost of these purchases remains relatively low and they have a strong track record in managing leverage downwards post deals.

This remains an attractive credit to own.

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Facing a squeeze – new issue premiums

Corporate bond issuance has been strong over the last two months despite a brief slowdown prior to the French presidential elections. Syndicate desks at investment banks continue to aggressively tighten guidance from the Initial Price Talk (IPT). The level of new issuance tightening is usually a strong guide to market appetite and the attitude to risk. It implies there is still a lot of mileage in investment grade credit.

At the moment syndicate desks are squeezing the new issue premium 15-20bps, bringing new deals at or very close to secondary curves. By pricing at levels near to existing bonds or comparable issues, we are seeing new issue premiums squeezed to 2bps. Earlier in the year the revisions to initial guidance were generally 10-15bps.

The continuation of the ECB’s bond buying programme is providing a strong technical push in Europe; it has now purchased about €90bn of bonds or the equivalent of 90% of net new issue (i.e. new bonds less redemptions). The hunt for yield and income is also continuing to attract strong demand in the US. Even large M&A-led issuance such as the recent Cardinal Healthcare multi-tranche issue tightened (in some tranches) by 30bps pre-launch. Normally these types of deals require some concession from the issuer to ensure that the new large supply of bonds finds a stable home.

But as long as books are reasonably well covered, this indiscriminate cutting by 20bps continues and it makes relative and absolute value analysis of individual deals harder to discriminate between the good, the bad and the ugly. With a number of outstanding M&A transactions yet to be financed, supply until the end of the year is likely to remain strong. As long as the market remains robust this supply will be readily bought; however initial guidance and the subsequent revisions are likely to be tested if demand into investment grade credit starts to slow.