Infinity Q Diversified Alpha Fund – "The Big Boys’ Market Revisited" or "A Fool and His Money"

It Would Appear
They Already Have the Shirt Off His Back

Julie Segal recently wrote in II that” Infinity Q’s Consistent Alpha Should Have Been a ‘Red Flag’”

There is an old saying in the world of finance that is usually ignored: 

If it looks to good to be true, it probably is.

There’s nothing like “profit” (real or manufactured) to dazzle even the biggest of the “big boys”. Or the promise of profit.

Or association with a perceived celebrity.

Here no doubt the breathless closing mantra from the sales pitch was:

These are the same guys who manage David B’s family office!

IQDA also had a “track record” of producing highly consistent excess returns (the “alpha” in its name). Beating its “benchmark” with regularity.

To employ a bit of understatement either of these feats are “extremely rare”.

To manage to do both rarer still.

And to do both consistently, in the realm of myth.

If it’s too good to be true, it probably is.

Yet, self-imagined sophisticated investors (the so-called “big boys”) fall for this over and over.

In part this is explained by the dazzle of outsized returns.

It explains the Dotcom boom, the 2008 Almost a Second Great Depression, Bernie Madoff, SPACS, Bitcoin, Tesla, etc.

And Hometown International the OTC-traded owner of a small NJ deli that attracted investments from prestigious universities! HI not the deli.

Celebrity connections play a role. Even if their financial knowledge is small. 

Think Dogecoin, Bitcoin.

Sometimes it can be a bit darker.

A belief that the fund manager’s success is based on less than legal methods, e.g., insider trading, rigged markets, corruption, etc.

And that it’s best not to inquire too closely lest one incur the legal obligation to “blow a whistle”. 

Or perhaps more accurately find oneself with unwanted legal “exposure”.

What makes the IQDA fund saga even more interesting is a typical attribution of returns analysis could not account for the stellar performance.

An attribution of returns analysis seeks to identify the factors (more on that below) responsible for total returns and their relative contribution to the total.

Here’s a quote from an MPI (Markov Process International) report.

In the case of Infinity Q Diversified Alpha, our [dynamic style analysis] suggests that the majority of the fund’s returns over the past 6+ years remain unexplained, quantitatively speaking,” MPI said in the report. “Reviewing these quantitative results would leave many advisors and analysts wondering ‘is this performance too good to be true? 

Here’s a link to more details on MPI’s analysis.

If time constraints mean you have to choose between continuing reading my post or reading MPI’s analysis, read theirs.

It is a brilliant demonstration of the sort of analysis that should be done.

Truly sophisticated investors (admittedly a small select group) and their professional advisors (a similarly small group) typically look behind the headline return and any return attribution provided by a fund.

They perform their own attribution analysis, isolating responsible “factors” and their contribution:

1. strategy/style, including drifts therein from what was promised

2. sector and individual asset selection

3. risk assumed

4. financial engineering as opposed to investment skills, e.g. leverage both direct and indirect (futures, options, etc)

They (should) also look for valuation engineering.

Where a fund’s performance is evaluated against a benchmark, one should determine that the benchmark is and remains appropriate.

Even more so, if the fund is compensated by “beating” the benchmark or a set hurdle rate. Think PE.

IQDA’s benchmark was the Credit Suisse Hedge Fund Index which reportedly follows the results of 9,000 hedge funds and asset weights their performances.

Is this an appropriate benchmark?

No.

There are significant differences in strategy among hedge funds: long-short, volatility convertible arbitrage to name just three. Leading to significant difference in their results.

Not all of the 9,000 hedge funds in the CSHFI have the same strategy or strategies. The creation of this index therefore “mashes together” the results of different strategies.

Therefore, it’s not meaningful to measure IQDA’s performance against it.

Would it be meaningful to compare the results of a (real) football player against a performance index composed of cricket, rugby, American football, Australian football, and tennis players?

There is no benchmark that fits IQDA.

CS is not the only provider of HF performance indexes.

Other FI’s provide them. Often with sub indices for a particular strategies.

These could be used to prepare more meaningful assessments of IQDA’s performance.

A related issue is valuation of assets – the other side of the “beating the benchmark”.

If asset value is inflated, the over performance (alpha) is as well.

That can occur from selection or tweaking of “inputs” into models. Or “adjusting” the models.

This is particularly the case where the strategies are based on complex hard to value instruments or transactions.  So called Tier 3 assets or transactions.

Absent clairvoyance, one would not be able to detect such fiddling.

But one can identify opportunities for fiddling. And that should be a sign to be vigilant. 

The MPI analysis shows how to do this quite quickly.

IQDA’s former CIO has been accused (but not convicted) of “playing” new tunes on the fund’s valuation model.

The “big boys” apparently didn’t perform their own attribution analysis and didn’t look at the appropriateness of the benchmark. 

Or use other HF sub index benchmarks to analyze performance.  

Or hire a qualified firm to do it for them.

Perhaps they did and then ignored the results.

I’d like to be able to categorically discount that possibility. 

But sadly I have seen the most egregious behaviour during my storied career.

With IDQA the “big boys” appear little different from retail investors, except of course for the amounts of money they could throw at their delusions.

History suggests that this was not a one-off aberration. 

Great Money Laundering "Deep Dive" by Matthew Collin into Leaked Data from An isle of Man Bank

 

Matthew Collins of Brookings has performed a "deep dive" analysis of client information "hacked" from Cayman National Bank and Trust, Isle of Man, a subsidiary of the Cayman Island-based Cayman National Corporation.

Here's a link to the teaser article which outlines his key findings.

And a link to the longer 55 page article. 

Lots of (great) detailed analysis:  the leaked data spans the period 2008 to 2019.

Even though CNB&T Isle of Man is a relatively small institution in the Isle of Man, the article is well worth the read.

GFG Alliance King & King More Questions

 

Some additional investigation on King & King via another electronic visit to Companies House.  A closer look at two GFG Alliance companies audited by K&K.

SUMMARY

Findings

1. K&K and its associates received at least GBP 124,111 in audit fees for three years audit work between 2018-2020. (this post)

2. As noted in my earlier post, of the K&K companies I was able to identify two were dormant and one had net assets of GBP 685. (previous post)

3. A related company, Relans, had a larger balance sheet. (previous post)

Unanswered Questions

1. Is there another K&K entity that received the fees? If so, what is it?

2. Who are the “associates” who receive a part of the audit fees?

3. What was their role? Did K&K employ outside personnel to conduct the audits? Or subcontract some of its work to another firm?

DETAILS

LIBERTY STEEL GROUP HOLDINGS UK LTD Company number 10702565

40 Grosvenor Place, 2nd Floor, London, United Kingdom, SW1X 7GG

Here’s the link to LSGH’s filings with Companies House, including its financial statements. Please refer to that link for copies of the financials.

King and King acted as statutory auditor on the LSGH’s annual reports for 31 March 2020 (auditor signed 26 February 2021) and 2019 (auditor signed 12 September 2019)

HW Fisher and Company acted as auditor on the 31 March 2018 annual reports.

According to Note 3 to the 2020 financials, the auditors fees of GBP 17,600 for 2020 and GBP 16,000 for 2019 “is borne by a subsidiary of the company.”

Also note it states that the “audit fees were paid to the auditors and associates”.

Unclear what that means.

Who are the associates? What was their role? How much did they get?

Looking at the 31 March 2018 audited financials (signed by HW Fisher on 30 November 2018), note #3 says that “audit costs were borne by Liberty Pipes Hartpool”. No amount disclosed.

That leads us to a look at:

LIBERTY PIPES (HARTLEPOOL) LIMITED Company number 09931472

40 Grosvenor Place, 2nd Floor, London, United Kingdom, SW1X 7GG

Here’s the link to LPH’s filings at Companies House.

K&K has been the auditor for this company since 2018. 

Prior to that the company filed micro accounts for 2016 and extended its 2017 fiscal year to 31 March 2018.

For fiscal 2018 (auditor’s report dated 8 Feb 2019) and 2019 (auditor’s report dated 22 Nov 2019) , the company paid its auditor King & King GBP 24,500 (each year). In these two years, the term “auditor and its associates” is used.

For fiscal 2020 (auditor’s report dated 18 Dec 2020), it paid GBP 75,111 (note #4). No mention of associates of auditor.

If we assume that LPH has continued to pay the audit fee for LSGH (and therefore those fees are included in the amounts in LPH’s financials), King & King and “associates” has received at least audit fees of GBP 124,111.

The question is what K&K entity received payment.

A few other items from the financials.

1. LSGH has a recurring loss of GBP 60,000 a year for the past two fiscal years.

2. LSGH has 15 subsidiaries.

3. LPH eked out a modest GP 395,995 profit in FYE 2020 following total losses of some GBP 5,159,917 the prior two fiscal years.

“ أم كلثوم – ذكريات

 

2 May 1957

“ من زمن الرجولة والرجال “

“كيف أنسى ذكرياتي“

Freeport LNG Marketing LLC Financing: Did US Eximbank and PEFCO Flub Due Diligence on Greensill?

There was an article in the FT today calling into question US Eximbank's and PEFCO's due diligence in connection with an approval of a supplier credit transaction for Freeport LNG involving Greensill as lender.

The timing raises questions about the due diligence that the Exim Bank and Pefco, its funding partner on the deal, conducted on Greensill, whose German banking subsidiary was under investigation by regulators last year.

I think the questions raised can be answered: no.

Summary:

Eximbank and PEFCO have no financial exposure (credit risk) to Greensill in this transaction. As such, their due diligence was appropriate at the time it was conducted.

Eximbank’s primary focus in this transaction and others is (a) the promotion of US exports and (b) creation of US jobs.

Or in other words, Eximbank's customer here is Freeport.  Greensill is a service provider.

At this point, the ability of Greensill to fulfill its obligations under the transaction are in question. Eximbank is no doubt looking for a replacement.

That raises two issues: (a) finding an FI able to handle the supply chain invoice processing and (b) one willing to take risk (10%) on Freeport.

Detailed Argument

Now to the details that support those contentions.

At its 29 September 2020 Board of Directors Meeting ,US Eximbank approved a 90% guarantee under its Supply Chain Finance Program for transactions involving Freeport LNG Marketing LLC as the obligor. (Eximbank reference AP089370XX).

Note that date. Eximbank issued its commitment in September 2020.

At this point concrete news about Greensill’s situation was much different than in January 2021. So if there is an issue with Eximbank’s due diligence, it has to be focused on the period before 29 September 2020.

Eximbank lending is highly rules based. Procedures for approval are more complex and thus more time consuming than in a typical financial institution.

The board approval package would have been prepared, reviewed, and finalized well before the board meeting. 

You can well expect that as well preparation and approval of transaction documentation is similar. That explains the time taken to finalization.

Some key points about this transaction.

1. Freeport is the obligor on the loan. Eximbank's credit risk lies squarely here.

2. US Eximbank guarantees to pay the lender 90% of principal if Freeport doesn’t pay.

3. The lender bears the risk of the unguaranteed 10%.

4. US Eximbank is providing a guarantee not funding.

5. If the lender does not or can not lend, then Eximbank has no exposure to either the obligor (in this case Freeport) or any obligation to the lender (Greensill).

6. Eximbank reviews the documentation for each transaction under an approval for compliance with (a) the terms and conditions of its approval and (b) US content requirements. Then and only then it issues a “guarantee” for that transaction.

Clearly, then the primary focus of Eximbank’s due diligence would be on Freeport.

Due diligence on the lender would focus on its ability to handle a supply chain transaction both in terms of systems and experience as well as no "blocking" issues.  

Those would include legal prohibitions, e.g., US sanctions, etc.

Greensill passed those tests at the time of due diligence.

If the bar were set to exclude those FIs that engaged in reckless banking practices (imprudent lending, over concentration of risks, market manipulation) or illegal behaviour, then the set of "acceptable" banks for US Eximbank would appear to be fairly limited.  And exclude a large number of the G-SIBs.  

PEFCO is a specialist private sector owned lender that provides primary and secondary funding for loans guaranteed by US Eximbank. It also does a very minuscule business in other sovereign guaranteed loans. Roughly 1.4% of total loans.

Eximbank exercises “oversight” on PEFCO’s operations beyond that it does with other financial institutions to which it may give a guarantee.

Given the nature of its business, PEFCO is able to access both fixed and floating rate funding at very attractive rates.

In the Freeport transaction, PEFCO reportedly acquired a 100% “participation interest” in the Eximbank guaranteed portion of the Freeport loan.

That would mean that Greensill remained at risk of non payment on the unguaranteed 10%.

For the same reasons as above, PEFCO has no credit risk exposure to Greensill.

Given the Eximbank guarantee, it has none to Freeport.

Its decision to enter the transaction was almost certainly based on the US Eximbank guarantee.

PEFCO’s s role in the transaction would be to provide competitively priced funding in the form of a lower discount rate than Greensill could obtain in the market

That is, when Greensill presented PEFCO an Eximbank approved (guaranteed) supplier invoice, it would buy the invoice from Greensill at an agreed discount rate.

To reiterate: Eximbank's guarantee is evidenced by its issuance of a document after it examines the invoice and any supporting documents to ensure that (a) US content and other requirements have been met and (b) the transaction complies with the conditions of that approval.

PEFCO would make sure to confirm the guarantee.

Greenill’s compensation would be potentially a mixture of (a) the difference between its discount rate and PEFCO’s (b) any upfront fee it charged Freeport, and (c) any fees it charges Freeport for the processing of the supplier invoices.

What is to be done now?

Now there is a question as to what Eximbank “should” do now that Greensill has crashed or when the probability of its crash became apparent.

As noted above, Eximbank’s mission is to promote US exports and US jobs. 

So it would be rather reluctant to throw the Freeport "baby" (its customer) out with the Greensill "bathwater" (a service provider).  

As a general rule, Eximbank tends to very "high church" in honoring commitments/approvals it has given.  

Part of this is institutionally motivated to maintain market confidence in its "word".  

Part is concern that its customer may have made financial commitments and would therefore incur a loss, if Eximbank were to walk away. 

Eximbank and Freeport are no doubt looking for a replacement institution with the capacity to process supply chain finance.

And the willingness to hold 10% of the risk of any outstandings within the US$ 50 million.  

Two other key considerations for Eximbank.

The SCF program has been in existence for a few years. Frankly, usage has been disappointing. 

Eximbank has also domestic political considerations given its recent close encounter with the grim reaper.

Market Commentary: Marketing Madness in the Central Lowlands -- abrdn

Spot the Link to Scotland

 

A relatively large amount of ink – both real and electronic-- has been spilled of late over Standard Life Aberdeen’s adoption of a “new” trendy identity.

Just the step you’d probably expect “futurists” would take.

I have my own opinion on this sad affair.

When I think of the Scots, I picture thrifty, hard working, sensible people, who can have a bit of fun. “Laugh with the devil” and be as “gentle and prickly as our own downy thistle”.

“arbdn” doesn’t “fit” that impression.

Contrary minds might cite “Irn-Bru” to counter my ill-tempered judgement..

But that (the name not my judgement) arose for copyright and brand identity concerns. Sensible marketing..

Rather than piling on abrdn, I want to focus on the apparent pernicious effect of marketing in this matter. Because the name doesn’t seem to be accompanied by typical consultancy advice on strategy or structure.

But rather merely placing the old wine in new skins.

To set the stage a quote from a recent FT article on the topic.

But Manfred Abraham, joint chief executive of Yonder Consulting, said Abrdn was the first branding change in wealth management “befitting of the fintech revolution”.

He added: “Asset management brands are all very homogenous and traditional.

“Abrdn has the feel of a Monzo or Starling — and that opens the door to the inner workings of the company modernising too.”

And my reaction.

I’m not sure what abrdn or its new logo have to do with fintech.

It could just as well be a competitor to Airbnb. Or a new fast food restaurant. Perhaps the result of a corporate “coupling”.  

Or perhaps signage in an airport or tube station.  This way to the "abrdn".

There is a reason why why asset management firms have traditional names. To convey the impression that they are sensible careful people who you can trust with your money.

That being said, there is clearly a market for investments for those who like to take a punt on delusion. Hopefully, abrdn is not targeting this group.

As to other names …

When I hear the name “Monzo”, I think of “gonzo”. Or perhaps the nickname of a loan shark. Not a proper bank.

In the former North American colonies, starlings are about as well respected as their “cousins” pigeons -- “rats with wings”.

Whatever one’s view of this species, it’s hard to connect either bird with “fintech” or finance. Perhaps with bicycles?

That leads to the name of the company commenting on the change: “Yonder”.

A firm with this archaic name would not appear to be on the “bleeding edge” of the marketing “space”. One not inhabited by “tiger teams”.

It’s not a legacy name.

There is no eponymous founder, Anthony Charles Brakewell Yonder, OBE, the English David Ogilvy.

Yonder is of more recent vintage.

Formed in October 2020 out of four companies to “create a new consultancy proposition”. Whose truth value perhaps remains undetermined to this day. At least it’s not a conjecture.

After the apparent application of their unique skills and insights, they actually chose this name. It may come then as no surprise that “abrdn” also is melodious to their ears.

It is not a unique name. Not an Exxon or Exelon.

Rather you will find a variety of other “Yonder” companies across the globe. Or as we might say surveying the field “yonder lea, yonder lea”.

So much for brand identity.

Physician, heal thyself.

“YNDR”? Redyon? Ekeipera?

I don’t know how to react to the last comment about these names “opening the door to the inner workings of the company modernising too”.

Many of the great advances in business babble have come to us from the “science” of marketing and consultancy. As well I will admit valid insights, but perhaps less often.

GFG's "Tiny" Auditor = Rather "Large" Credit Red Flags

Even He Probably Couldn't Perform
Audits on 60 Companies

An introductory note to what follows.

Credit “red flags” in themselves do not conclusively prove there is a problem with an entity. Rather they identify areas for enhanced due diligence to determine if there is a problem.

According to research by the FT, one apparently very small English Chartered Accountancy firm, King & King, audited over 60 companies in Mr. Gupta’s Group. Companies with a combined Sterling 2.5 billion in revenues!

It is one of the long standing—but often ignored—rules of due diligence to scrutinize not only audited financial reports but also the auditor.

1. Is it a known firm? What is its reputation and track record?

2. Does it have the skills and resources to conduct an audit of the particular company? Horses for courses.

3. Is there an imbalance in the relationship between the company and the auditor that might make the auditor subject to undue influence on its work?

For example, if the auditor is dependent on the company for the bulk of its revenues, it might well find it hard to say “no” to the company.

I’d hasten to add that this is not a conclusive test.

There are more than a few cases where the “biggest” auditing firms appear to have failed in conducting sufficiently probing audits.

After reading the FT’s excellent article, I decided to do a bit of digging myself.

What better place to start than an electronic visit to the UK’s Companies House?

There I searched for the name King & King and the address 273-287 Regent St, London W1B 2HA, United Kingdom. This search returned three entities that appear directly related:

1. KING & KING LTD Company number 04871854. Listed as dormant. Last Financial Statements 20 August 2019. Net assets GBP 1.

2. KING & KING (ACCOUNTING & ADVISORY) LTD Company number 07597296. Listed as dormant. Last Financial Statements 30 April 2019. Net assets GBP 1.

3. KING & KING WILLS LTD Company number 07533423 Last Financial Statements 28 February 2020. Net assets GBP 685.

There is no doubt a reasonable explanation for what would appear at face value to be a discrepancy here. How could a dormant firm with so modest financials audit 60 companies.

However, what that explanation is eludes me.

I suppose it may be that the firm that does the audits is registered under another name. 

I did take the obvious step of using Companies House to search on the names of officers and directors at the above companies on the assumption that one or more of these might be at the firm with "with another name".  

However, I came up with a blank.

To make sure I covered as many bases as possible,  I then searched Companies House for the address alone.

To my surprise there were 20 pages of entities.

Companies House told me to refine my search as there were many many more.

So it may be that I missed that new name.

No results for K&K’s Middlesex Office at Companies House using both its name and the address.

But using Google, I quickly turned up at least 51 companies at the Middlesex address.

I did however find a related company at that address which shares a director with King & King.

RELANS LIMITED Company number 07317670. Latest Financial Statements 30 April 2020. GBP 127,284 in total equity.

While the income statement was not included, comparative figures would suggest it was a good year indeed for Relans as its retained earnings increased approximately GBP 120,000 year on year. Quite a remarkable change from previous years!

As to the numerous parties at both of K&K’s listed addresses, at first glance it would appear that both buildings are “rather large”.

Or perhaps more likely the address is that of virtual office or a corporate registration service.

Perhaps, K&K are “working from home” as part of a Covid inspired remote work initiative.

Turning back to the FT article, the FT asked chartered accountants at other firms what K&K’s reputation was. The answer they received seems to be “who?”.

According to the FT, K&K is registered at the ICAEW as having one CA and one professional staff.

On its face, that might make some question the “depth of its bench” in terms of ability to perform audits of large firms.

It would also suggest that GFG was the “father of the feast” at K&K. Loss of this relationship would be likely to dramatically reduce revenues.

Typically, scrutiny is focused on the auditor of the obligor or the counterparty to a transaction.

And that absent guarantees or other support from related parties, focus on those parties’ auditors would be minimal at best.

However, even with a limited one company focus, there are enough red flags to suggest weakness. That would include the questions posed by my Companies House search.

And those threads when pulled might well have revealed other issues. Or resulted in a clean bill of health for K&K.

For those with exposure to GFGroup, a wider focus would be appropriate.

Discovering that one very small CA firm was auditing a large number of GFG companies should have been a gigantic red flag, prompting further investigation..

It’s not just the three questions above, but the fact that K&K was auditing 60 companies but it had a staff of one CA and one other professional. Companies with Sterling 2.5 billion in revenues.

If we assume that one-quarter of these firms had their fiscal year at each quarter’s end as opposed to all at 31 December, it boggles the mind to think that K&K would be able to do the intensive work required for an audit even on “just” 15 firms.

The ability to repeat this intensive process quarter on quarter would have required probably more than a singe Stakhanovite.

More importantly one might reasonably struggle to understand how a firm this size could perform a proper audit on even one company each quarter.

If, as is more likely, 31 December was the FYE for all or the majority of the 60 companies,, then the improbable becomes the impossible.

One caveat K&K notes on their website they are affiliated with IRGlobal a network of accountancy, advisory, and tax firms and so would appear to have access to additional knowledge resources.

Somehow the extent of K&K’s audit work (and prowess) was missed.

The FT was able to discover this interesting issue apparently without undue or time-consuming exertion.

Admittedly, they benefited from hindsight: GFG’s woes were public knowledge

Also admittedly, the FT has a cadre of very savvy financial reporters who have been responsible for uncovering financial frauds. By their own skill, not just via whistleblower tips.

Bondhack and Cynthia O’Murchu made a significant pre-crash discovery regarding the weak state of NMC’s finances by the clever use of credit bureau information.

One-at least this one-would expect that financial institutions with money at stake would have at least as competent staff.

And perhaps because they were doing this for a living, or were supposed to be doing this, would have additional resources and experience.

Sadly, hope is not necessarily accompanied by change. 

Or so I have been told.

McDonald's New "BTS Meal" Where's the Garlic?"

Not Coleslaw
Not Available at McDonalds

I read somewhere that McDonald’s was introducing the new "BTS Meal" with a worldwide roll out planned. Touted was the fact that one couldn’t get these flavors elsewhere in the world!

What is the BTS meal I wondered?

And eagerly read on hoping to steal a march on my august and revered elder and wiser brother, expert in many things Asian. 

It is the favorite meal of the Korean group BTS.

10 Chicken McNuggets, fries, and a Coke.

The apparent “unavailable” flavors were in some specially devised sauces: “cajun” and “sweet chili”.

Didn’t sound very “Korean” to me.

Then I remembered Bon Chon chicken. Ah, the flavors of Korean deep fried chicken. No doubt, Colonel Kim's secret recipe.

So check one ethnic box.

I was once taken to a BC restaurant on a visit to the USA for the apparently “Korean” fried chicken. But as requested by my elder and wiser brother, I note he had nothing to do with this

Sensing an opportunity for some real Korean food, I ask for Kimchi.

The waitress brought me a small paper cup about the size of cups one can get a shot of ketchup in a USA fast food restaurant. 

It was filled with what looked like “coleslaw”. Sadly, that’s how it tasted.

As to the BTS sauces, I suppose there is an “ethnic” connection.

Cajun sauce: South Korea, South USA.

“Sweet chili” could be chojang, according to my august and revered elder and wiser brother demonstrating his in-depth knowledge of yet another Asian topic. Though he doubts it is.

“Hold the fermented soybeans, hold the garlic.” 

“외국인”orders don’t upset us.”

Progress inexorably marches forward.

H/T to my elder and wiser brother fount of unstinting wisdom on matters Asian, but not on pizza.

Custódio Castelo Sobre Lisboa

 

The Maestro

BCDR Issued USD 4.1 Million Judgment in Favor of Bahrain Middle East Bank ("BMB") Against Former Shareholders

A First Step
But Still a Long Way to Go

8 April BMB announced (somewhat belatedly) that on 1 February the BCDR had issued a judgment in its favor in its case against former shareholder AlFawares Group apparently over a loan made to Al Sawari Holding Company guaranteed by companies associated with AlFawares.

BMB has instructed its lawyers to initiate steps to enforce the judgment.

Since it appears that the AlF has fallen on very hard times, it's probable that collection will be very difficult.

Even if successful, BMB still has a "long" way to go to remedy its more than USD 116.6 million negative equity. 

“Foreign Investors Face Critical Test Over Chinese Bonds” Part 2

I bought US$10 Million in PUFG Bonds
And all I actually got back was this cheap T-shirt

Part 2:  More on the "Critical Test" facing PUFG bondholders. 

I’ll take a close look at the transaction structure quoting chapter and verse from the Offering Circular (prospectus).

I’ll break with what is sadly usual investment process by actually referring to the most important but usually least read section of the prospectus: Risk Factors. 

And in so doing “force” you to read along as well.

In this “exercise” I’m going to focus on structural/legal factors to the exclusion of other risk factors.

Why?

Because if the transaction structure is weak or the market has fundamental legal problems, you need to walk away.

Page 44 

It may be difficult to enforce any judgments obtained from non-PRC courts against the Group or its directors and senior management who reside in the PRC.

Page 48 

Additional procedures may be required to be taken to bring English law governed matters or disputes to the Hong Kong courts and the Bondholders would need to be subject to the exclusive jurisdiction of the Hong Kong courts. There is also no assurance that the PRC courts will recognise and enforce judgments of the Hong Kong courts in respect of English law governed matters or disputes.

These two items do not sound “promising”.

Page 45 

However, any claim by the Issuer, the Guarantor and/or the Trustee against the Company in relation to the Keepwell Deed or the Deed of Equity Interest Purchase Undertaking will be effectively subordinated to all existing and future obligations of the Company’s subsidiaries (which do not provide a guarantee in respect of the Bonds), particularly the Company’s subsidiaries in the PRC, and all claims by creditors of such subsidiaries in the PRC will have priority to the assets of such entities over the claims of the Issuer, the Guarantor and the Trustee under the Keepwell Deed and the Deed of Equity Interest Purchase Undertaking.

If you’ve read my earlier post about consolidated financials and what they mean, you realize that the holding company’s primary assets are equity in subsidiaries. Absent a guarantee from those operating entities, you’re already effectively in a “junior” position.

And, if by chance, you’re wondering about the PUFG guaranteed bonds, well the guarantee there is by the holding company only. There are no cross guarantees by subsidiaries. So it is limited to the assets of the holding company, which largely consist of stock in the subsidiaries.

Thus, while the PUFG “guarantee” is better than a keepwell deed of equity interest purchase undertaking, it still falls short of the sort of guarantee you would want. Another lesson from the tale of consolidated financials.

Here is the offering circular for the PUFG guaranteed US$250 million 7.875% 24 June 2021 bond if you’d like to check my analysis.

Page 46 

Performance by the Company of its undertaking under the Deed of Equity Interest Purchase Undertaking is subject to approvals of the PRC governmental authorities. (Five are listed)

No approval = legal bar to PUFG’s compliance.

Request for approval will come when the payment crisis has occurred. Not before. That seems a less than ideal situation. You don’t know if the Company is legally bound until default.

Page 47

Performance by the Company of its undertaking under the Deed of Equity Interest Purchase Undertaking may be subject to consent from third-party creditors and shareholders, and may also be restricted if any of the equity interests are secured in favour of third-party creditors.

That’s what we “professional” investors call “cold comfort”.

Page 47 

The Relevant Transferors have limited assets which can be sold to the Company pursuant to the Deed of Equity Interest Purchase Undertaking.

This sounds even less promising. If there’s nothing to purchase, the Company has nothing to buy.

Given all this, there seems little justification for bondholders’ complaints.

Or claiming there was a guarantee when there was not. 

Or even an “impression” of a guarantee as demonstrated by the quotes above.

They were warned in the prospectus.

As well, this isn’t foreign investors’ first “bad” rodeo in the PRC. 

If you’re planning to invest in a country, it’s probably a “smart” move to do a bit of due diligence on how other investors have fared with respect to laws, the legal system, legal structures, etc. 

However, on a positive note, this case does prove my version of the Efficient Markets Hypothesis.

The market is very efficient in separating the financially illiterate, the gullible, or the heedless from their money. And does not discriminate between the retail investor, the professional investor, and institutional investors.

H/T to AA's older wiser august and revered brother, expert in many things Asian, for the quote above as well as the T-Shirt picture.  "If you don't do stupid things, you won't end up in tragedy".