Choose Your Door Carefully. Some Deals are Better than Others.
As you recall, GFH announced with great fanfare its plan to raise up to US$500 million in new capital. If you don't, here's an earlier post.
I've just gotten a copy of the draft term sheet for the Sukuk from a reliable source.
First, a recitation of the terms:
- Type - Convertible Murabaha Facility
- Status - Senior Unsecured Debt
- Maturity - 3.5 years
- Profit Payment (aka Interest Rate) - Indicative 12% per annum!
- Conversion Price - US$0.31 per share
- Incentive Structure - If conversion election made before 31 December 2010, last 2.5 years Profit Payment in shares at US$0.31 conversion price.
Before the commentary, two very important caveats:
- GFH's shareholders have not approved the issuance. GFH's first OGM and EGM failed for lack of a quorum.
- The terms sheet is marked "indicative" meaning it's not binding, but rather serves as a basis for discussion/negotiation with potential investors.
- Nonetheless, these terms provide a window into what GFH's board and management believe will be necessary to secure investor interest. In that regard, I'd note that the accompanying investor presentation (a future post will comment on that) states: "Some commitments already received from Chairman, strategic investors, and related parties". So you can be pretty sure that GFH has drawn on these disinterested parties to set market-based terms.
Now to the commentary.
- Assuming a take and hold investor who does not elect conversion until after 31 December 2010, the promised return (IRR basis) is roughly 23% per annum.
- 12% of that return composed of cash (the "interest payments"). It's hard to see GFH earning sufficient returns to have much left for shareholders after the interest payment is made.
- 11% of that from the discount on the shares (assuming the shareholders approve the 1:4 reverse split and GFH trades at 4 times its current US$0.125 per share. A rather substantial dilution of existing shareholders.
- The total promised return reflects the weak financial condition of the company when it has to offer essentially private equity like returns for its debt. Of course, the actual return will depend on GFH's performance which may indicate a market judgment on the probability of such performance.
- It also establishes what might be considered an "unfortunate" benchmark for GFH's debt issues. Particularly, when one considers this is apparently an early offer to potential investors. And as we all know the first price in the suq is not the last.