By its very nature, corporate distressed investing seems like a counterintuitive proposition. After all, why would an investor want to intentionally buy the securities of a distressed company? The answer is that this idiosyncratic discipline, focused on rigorous analysis of individual companies, may offer patient and opportunistic investors a multitude of intrinsically cheap investment opportunities with potential for both downside protection and substantial appreciation via several exit paths.
When investing in distressed companies, investors often target a more senior position in a company’s capital structure, which may provide a certain degree of downside risk mitigation through covenants and liquidation priorities, as well as current yields that may be especially attractive in today’s low interest rate environment. This current yield may approach percentages in the mid-teens (as debt is accumulated at a significant discount to par value) and provide an early return of capital that may be a meaningful source of risk mitigation, as investors are effectively “paid to wait” (i.e., their cost basis is being reduced) until an eventual restructuring. If the company manages to retire the security at par, the investment potentially can have both a respectable multiple on invested capital and an attractive yield to maturity, depending also on the investment’s duration.
Alternatively, should a company reorganize, investors in distressed securities are then able to realize the potential benefits of the restructuring process, as previously owned securities are reinstated or converted into new securities: debt, equity or a combination of both. In the event that a company is unable to effectively reorganize or improve its current state, there is the potential for this company to default on its obligations, which could negatively affect investors. Depending on the optimal capitalization of the post-reorganization company, investors may become equity owners at favorable valuations of much improved companies, with considerable upside potential. Such improvements depend on the forum for reorganization (e.g., in-court vs. out-of-court) and may include substantial interest expense reductions, renegotiations of unfavorable contracts, non-financial liability settlements, non-core asset sales and other operational changes. These features of reorganization may afford investors a second opportunity to generate return, or a “second bite at the apple.”
Corporate distressed investing: look to capitalize on inefficient markets
Investments in distressed companies often entail greater risks (including financial, liquidity, operational and restructuring) than most other investments – largely due to their complexity and inherent credit quality challenges – but given the potentially attractive profile of corporate distressed investments, we believe they can provide consistent opportunities for favorable risk-adjusted returns across a variety of investing environments. But isn’t the combination of both persistent and attractive investment returns a paradox? In other words, why haven’t these shiny apples already been plucked from the tree?
This seeming anomaly exists because multiple inefficiencies inherent in the structure of the distressed market tend to limit many investors’ ability to effectively implement a distressed strategy. First, distressed investing requires a unique blend of skills and expertise. Like traditional investors, the distressed investor should have the requisite business and financial analysis skills to accurately assess the intrinsic value of an enterprise. In addition, the distressed investor should also possess a strong corporate finance background to determine how the company may be optimally recapitalized and solid legal knowledge of indenture, bankruptcy, securities and corporate law, both of which are essential to understanding the financial interests and legal rights of the debtor and each creditor constituency – a prerequisite to analyzing expected risk and return. By its complex and multifaceted nature, this knowledge acts as a barrier to entry, limiting the pool of potential investors who can execute this strategy successfully.
Second, the uncertainties of the restructuring process itself – including potential reactions of the company’s suppliers and customers – complicate the analysis of distressed investments. With a higher degree of uncertainty, greater experience and expertise in fundamental and market analysis is needed to effectively navigate the distressed investment process.
Third, many traditional institutional investors may be prohibited (either by internal policy or regulatory constraints) from purchasing or holding below-investment-grade debt, defaulted debt or post-reorganization equities. These constraints further limit the pool of potential investors as well as create periods of “forced” or irrational selling.
Lastly, distressed companies have lower visibility and are generally underfollowed by sell-side analysts. This lack of information, combined with the complex analyses required, the relatively lower trading volume (which may entail greater liquidity risk) and limited traditional institutional interest, may allow investors to accumulate positions with less price competition and at potentially more attractive valuations.
Activity likely accelerating in distressed markets
Our analysis of previous distressed cycles finds two conditions must be present for a robust market in corporate distressed securities: 1) high levels of debt relative to cash flows, assets, etc. and 2) economic weakness within the economy, industry or firm. We expect the next few years will be eventful in the distressed market, presenting both challenges and opportunities. For investors who have been waiting for attractive distressed investment prospects, the opportunity set is improving: Greater numbers of distressed companies in a broad range of credit qualities, industries and risk/return profiles are helping distressed opportunities become compelling once again.
Given the record levels of bonds and loans currently outstanding in the U.S. and Europe, including the robust new issuance of lower-rated credits over the last few years; the outlook for modest economic growth; and more limited access to capital, we believe the groundwork is being laid for an escalating amount of distressed activity.
According to data from a Credit Suisse review of leveraged finance (October 2011), from 2005 to September 30, 2011, approximately $515 billion of U.S. high yield new issuances was rated B or lower, and approximately $630 billion of leveraged loan new issuances was rated B+ or lower. Net of refinancing and other debt repayment, at September 30, 2011, the U.S. high yield and U.S. leveraged loans markets totaled approximately $1.1 trillion and $1.2 trillion, respectively, with approximately $1.4 trillion maturing through 2019. In addition, Professor Edward Altman of New York University has done a study of the rates of “mortality” (i.e., default) of issues by original credit rating. His study dates from 1971 to 2010 and concludes that, over a given ten-year time period from issuance, approximately 38% of issues initially rated B have restructured (i.e., defaulted, amended or changed the economic terms from those at issuance) over that time period. For CCC-rated issues, this same figure is approximately 60%.
Considering these market trends in light of PIMCO’s New Normal macroeconomic scenario of global deleveraging, greater financial regulation and constrained growth in developed markets, the potential for increasing corporate distress appears high. And rising raw material costs driven by emerging market growth, lending caution within the global banking system and a brewing crisis in Europe will likely increase the strain on many companies and issues worldwide.
While the actual level of defaults varies with changing economic conditions and business cycle effects, a company’s financial strength, competitive position, leverage and liquidity (i.e., cash and equivalents) as well as an analysis of security and covenant packages all serve as meaningful elements in assessing credit risk. Based on this analysis, we believe that select distressed opportunities exist today, primarily in the secondary market for more capital-starved U.S. middle market companies (i.e., those with $250 million to $1 billion in outstanding debt) in TMT (technology, media and telecommunications), consumer products, leisure, industrials, energy, shipping and infrastructure. These sectors feature specific drivers of distressed activity, including regulatory changes, input cost inflation, competition and excess supply. In addition, we see certain opportunities in the primary markets to make direct loans at attractive pricing terms to companies that are experiencing distress or are unable to access traditional capital sources. We aim to add value in such situations by creatively structuring loans to combine security and equity optionality.
Europe a key source of distressed investment opportunities
In Europe, an abundance of opportunities stems from bank asset write-downs, sales and recapitalizations likely to range from €2 trillion to €6 trillion (according to a November 2011 J.P. Morgan report) and from stressed corporate debt of approximately €600 billion outstanding (according to Credit Suisse’s October 2011 review). Sophisticated investors with distressed investment expertise may be able to take advantage of Europe’s deep value opportunities in several ways:
- Buying loan portfolios from banks (either directly or through third party servicers) whose balance sheets are expected to shrink with new, elevated capital requirements
- Lending money to companies that have limited access to capital as banks deleverage and downsize their balance sheets
- Investing directly into banks that need to recapitalize
- Purchasing stressed and distressed debt, with possible in-court or out-of-court restructurings (for reference, stressed debt is generally defined as yielding around 600 to 800 basis points above comparable-maturity Treasuries, while distressed debt generally yields 1000 or more basis points above Treasuries)
- Acquiring assets from stressed companies and stressed sovereigns that need to raise cash to satisfy obligations
Without question, the European distressed opportunity set is quite large and requires active attention. However, a measured approach must be taken that recognizes and embraces, among other things, the numerous jurisdictions and the insolvency processes within each; structural challenges in labor, pension and healthcare; potential foreign exchange volatility and uncertainties in public policy.
Harnessing PIMCO’s capabilities in distressed investing
At PIMCO, we believe we are able to uniquely position our clients to harvest the significant and growing opportunities in corporate distress. We also believe our specific skill sets, including valuation, corporate finance, credit and restructuring, and our relationships, including sourcing and due diligence, when combined with PIMCO’s global resources, provide a compelling platform to exploit the inefficiencies of the distressed marketplace and target attractive risk-adjusted returns across a variety of investing environments. Furthermore, this idiosyncratic segment of the market may offer correlation and diversification benefits within a broader portfolio. Simply put, we expect the apple orchard of distressed investments to yield a healthy crop in the future, and we look forward to taking multiple bites.