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Vol. 36, No. 17 Two Wall Street, New York, New York 10005 • www.grantspub.com SEPTEMBER 7, 2018
Copyright ©2018 by Grant’s Financial Publishing, Inc. Reproduction or retransmission in any form, without written permission, is a violation of Federal Statute.
GRANT’S / SEPTEMBER 7, 2018 3
4 GRANT’S / SEPTEMBER 7, 2018
in $ billions
25
Garden Co., was named the Sotheby’s
25
CEO. Within three years, BID had re-
purchased 16.9 million shares, or 25% of
20
shares outstanding, for a consideration
20
of $529.3 million.
Nonetheless, the balance sheet is
15
presentable, with $292.5 million of net
15
debt, equivalent to 1.5 times trailing
earnings before interest, taxes, depre-
10
ciation and amortization (EBITDA)
10
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 and 1.8 times EBIT. First-half operat-
source: 2018 “Art Market Report” ing income covered interest expense
GRANT’S / SEPTEMBER 7, 2018 5
by five times. The company is rated Then, again, not every wealthy con- mums, and some winning bidders default
double-B-minus by Standard & Poor’s, signor needs liquidity, so clients favor on their payments. As a result, consignors
near the penthouse of junk. the margin-shrinking options. In the like the surety of a guarantee. What auc-
“That would seem a compelling nar- art market, the buyer pays the commis- tion houses don’t like is getting stuck
rative despite the hefty price tag of sion, known as a premium. The amount with stale or unvendable merchandise.
21.8 times estimated 2018 earnings,” of premium charged on top of a winning Guaranteed but unsold properties are
Lorenz observes. “Unfortunately, the bid varies by auction price as well as by how Sotheby’s builds its own accidental
story line has left the bullish analysts location. In New York, the figures are art collection; the $51.6 million of inven-
ill-equipped to explain Sotheby’s 2018 these: 25% on top of the first $300,000 tory sold in the first two quarters of 2018
results. In the first two quarters, auc- of a winning bid; 20% on top of the por- resulted in a loss of $3.4 million.
tion and private sales boomed by the tion of a bid between $300,000 to $4 Hence, the prevalence of guaran-
aforementioned 21.9%, but pretax million; and 12.9% on top of the por- tees. To lay off risk, Sotheby’s may
profit for the relevant Sotheby’s divi- tion of a bid above $4 million. contract with art dealers to enter a bid
sion registered a 16% decline.” Not all consignments for auction gar- in exchange for a portion of the profit
A former senior executive from one ner bids in excess of their reserve mini- (Continued on page 8)
of the major auction houses sums up
PLEASE, NO COPYING.
the problem in an epigram: “It is a duo-
poly without pricing power,” he tells
Lorenz. “That is the thing that is hard
for people to understand. They always
think the prices and volume go up, we If you are a reader of Grant’s,
are going to clip a standard commission you ought to be a subscriber to Grant’s
against ever increasing prices and vol-
umes. They must be printing money.
The auction houses don’t manufacture
anything. Every sale, they need to find
new properties. They don’t do original
issues. They don’t do IPOs. It is a pure
secondary market.”
Smith, though he’s done a superb job
at returning capital to the shareholders,
has been less successful at expanding
margins and market share. Then, again,
it just might be that Sotheby’s—for all
the fire and fury of the activist cam-
paign—is still not a profit-maximizing
enterprise. Technically, management
works for the shareholders. Practically, PLEASE DON’T
it works for the customers, especially • Photocopy, fax, scan or e-mail copies of Grant’s.
the ultra-rich ones, while doing all in its
power to deny consignments to Chris-
• Print multiple copies from your computer for others.
tie’s. “[R]eally,” Jennifer Park, vice • Post Grant’s, in whole or in part, on your company’s intranet
president of investor relations at Sothe- or Web site, or anywhere on the Internet.
by’s, tells Lorenz, “a lot of times, at the PLEASE DO
end of the day, especially with some-
thing at the uber/high end (our exper- • Pass your mailed copy around.
tise is very strong at the very high end), • Ask for article reprints (which we are happy to customize for you).
a lot of times it comes down to financial • Form a group and receive special subscription rates
terms.” In fact if not in name, Sotheby’s (for example, a group of three or more will save more than 20%).
is a prestige-maximizing enterprise.
Unfortunately, the financial terms
that cement friendly relationships Do the right (and lawful) thing. Subscribe.
with the big consignors are the very
ones that pinch the bottom line. Such
Questions? Call 212-809-7994 or e-mail groups@grantspub.com.
terms take the form, for instance, of
a price guarantee or of an agreement Also: Share Grant’s with a click
to kick back a portion of the com-
mission—an “enhanced hammer.” As a susbcriber you can now easily e-mail any issue or
Straightforward collateralized loans, article to a friend. Simply log in at grantspub.com and
another arrow in BID’s financial-services
quiver, do no damage to the bottom
click on the “share”
SHARE> button.
line but rather bolster it.
6 GRANT’S / SEPTEMBER 7, 2018
Credit Creation •
Outside the fifty states
$260
MSCI All Country World Index e
255
in dollars
The Fed buys and sells securities… 240
Securities held outright $4,029,546 4,034,202 4,241,185
Held under repurchase agreements 0 0 0 235
and lends…
Borrowings—net 294 284 227 230
and expands or contracts its other assets…
Maiden Lane, float and other assets 155,824 155,373 171,987 225
yields
Reflation/Deflation Watch
zles liquidity Latest week Prior week Year ago
broadest available measure of money in FTSE Xinhua 600 Banks Index 13,298.74 13,235.90 14,747.19
each country, e.g., M-3 in the eurozone Moody’s Industrial Metals Index 1,959.26 1,921.73 2,044.38
and M-2 in the United States, and trans-
lating these figures into the currency in Silver $14.44 $14.79 $17.48
which most trade is denominated, i.e., Oil $69.80 $68.72 $47.23
U.S. dollars. Soybeans $8.33 $8.42 $9.36
“At a country level,” Lees writes in
an Aug. 31 note to clients, “the biggest Rogers Int’l Commodity Index 2,480.30 2,468.89 2,236.35
loss has been China followed by the Gold (London p.m. fix) $1,202.45 $1,197.70 $1,311.75
eurozone, Japan and then Brazil, but in CRB raw industrial spot index 491.21 492.86 516.96
percentage terms, the biggest fall has
been Turkey, followed by Brazil, Rus- ECRI Future Inflation Gauge (July) 112.7 (June) 113.1 (July) 111.9
sia, Sweden and Britain.” It is, perhaps, Factory capacity utilization rate (July) 78.1 (June) 78.0 (July) 76.7
no surprise that emerging markets, led CUSIP requests (July) 1,450 (June) 1,704 (July) 984
by Turkey, are at the start of what ap-
pears to be a growing crisis, or that the Fed’s reverse repo facility (billions) 0.40 4.67 125.0
MSCI All Country World Index Ex-U.S. Index of central-bank stocks in gold terms* 108.81 110.60 59.42
is down 11% from its January peak. *Index=100 as of 12/31/2007
The last time Macro Strategy’s
world money supply measure slumped
was in the 2014–16 commodity-cum- EFFECTIVENESS OF THE MONETARY POLICY
M-2 and the monetary base (left scale) vs. the money multiplier (right scale)
China sell-off. In February 2016, 88% $16 10x
of investors believed that the world
was locked in secular stagnation rather
than in the exceptionalism of Ameri- 12 8
money multiplier
in $ trillions
like a tomato stake. Voilà: It’s a bad Typical capital structure of a CLO
idea. Which brings us to collateralized
loan obligations, a great idea of the last coupon
recession and a potential disaster for percentage of (spread over Libor
the next one. CLO liabilities in basis points)
A CLO consists of loans and a man- triple-A 62.0% 115
ager. It exists to generate fees for the double-A 12.0 160
promoters and income for the inves- single-A 6.0 195
tors. It’s not quite true that a CLO is triple-B 5.5 300
only as good as its loans. What is true is
double-B 4.5 585
that a portion of a CLO is only as good
as its loans, that portion being the ju- equity 10.0 —
nior one, equity and mezzanine debt. weighted average coupon: 145
Deterioration in the quality of late- _________________________________
sources: Grant’s, Wells Fargo Securities
boom debt puts those segments at risk.
The assets of a CLO consist of syn-
dicated (i.e., tradable) bank loans: the to a certain standard of financial good erate sufficient cash flow to pay the
senior, floating-rate, secured kind. housekeeping). The deterioration of senior lenders, or if it flunks the tests
They’re called leveraged loans because the ratings of those loans is another to assure adequate collateralization and
the borrowers are leveraged. The lia- problem (Grant’s, July 13). Thus, in the borrower diversification, the manager
bilities, too, consist of loans. The loans second quarter, 45% of newly issued must take corrective action. “Robust
come in many segments, or “tranches,” leveraged loans were spotted single-B, and opportunity-rich,” the proud pro-
from senior (triple- and double-A) to i.e., junk, up from 38% in 2017 and 28% moters call their creations.
mezzanine (single-A and triple-B) to in 2006. So far, the downshift in credit And if past were prologue, a CLO
junk (double-B). A sliver of equity— quality has roiled commentators more critic would have nothing to complain
about 10% of the liabilities—lies under than investors. Trouble starts when about. Moody’s reports that, among the
the debt. defaults do. Moody’s predicts that re- 9,181 CLO debt tranches issued be-
Imagine a company that, in rais- covery rates in bankruptcy on first-lien tween 1993 and 2017, only 1.6% default-
ing senior debt, was bound to raise loans will drop to 60% of par value in ed, and that not one default touched a
junior debt and equity at the same the next recession, from an average of tranche rated double-A or higher.
time. Imagine having to please, si- 77% between 2007 and 2016. “Real Endowments and regulated finan-
multaneously, the many separate in- bank loans are good instruments,” says cial institutions find much to like in
vestor constituencies. You have just Michael Lewitt, publisher of The Credit the triple-A-rated tranches, both for
stepped into the shoes of the would- Strategist, in conversation with col- the safety they afford and the yields
be CLO builder. league Fabiano Santin. “The problem they deliver. Quoted at about 115 basis
Without the equity and lower-rated is they’re really bonds now.” points over the Libor curve, they fetch
debt, there would be no triple-A Unsecured bonds lay a much weaker on the order of 4%. “Compare that,” as
tranches—as you will appreciate by claim on corporate assets than do old- Santin suggests, “to a triple-A-rated,
and by. Without triple-A tranches, fashioned, covenant-laden, first-lien 10-year commercial mortgage-backed
there would be no CLOs. Without bank loans. Once upon a time there security offered at a credit spread of 83
CLOs, there would be many fewer were CBOs—collateralized bond obli- basis points over the swap curve (total
private-equity transactions. And with- gations. They walked the Earth at the yield of 3.80%). Or to a double-A-rated,
out lots of private-equity deal-making, turn of the 21st century but became fixed-rate, 10-year corporate bond pay-
there would be a very different kind of extinct on account of the debilitating ing 62 basis points over Treasurys (to-
stock market. losses they bore in and around the 2001 tal yield of 3.67%).”
CLOs hold about half of the $1 tril- recession (see the issue dated Aug. 17, Which brings us to the portion of the
lion in leveraged loans outstanding. 2001). Contrariwise, in and after the CLO capital structure most exposed
The difference between the yield on 2007–09 recession, CLOs prospered. to the downshift in asset quality—
their assets and the cost of their liabil- We doubt they will prosper next time. and to the upside of increasing asset
ities is what generates their income. The accompanying table fleshes out prices, gently rising interest rates and
On assets, a typical CLO earns 330 ba- the details of a representative CLO a benign default environment. Equity
sis points over the London interbank structure. Senior lenders, who fund tranches in the 2005–07 CLO vintages
offered rate. On liabilities, it pays most of the balance sheet, hold first earned annual gains of 14%–18%, cal-
150 basis points over the same rate. call on cash flows; mezzanine and equi- culates David Preston, senior analyst
Leverage magnifies the 180 basis- ty holders get what remains. The sub- at Wells Fargo Securities LLC. Such
point net return. division of the liabilities into tranches performance speaks for itself, though a
CLOs are complex structures, but allows investors to pick their poison— bull might add that the majority hold-
the problems they face are simple. The to play it safe at the top, or seek out er of a CLO’s equity exercises control
absence or evisceration of covenants in higher returns, with commensurate over decisions to call or refinance the
recent issues of leveraged loans is one risk, in the middle or at the bottom. assets after the passage of a stipulated
(a covenant, as you recall, is the fine There are protocols in place to miti- period (the “reinvestment” period).
print that holds the corporate borrower gate risk. Thus, if a CLO does not gen- Fans of CLO equity call it a superior
10 GRANT’S / SEPTEMBER 7, 2018
basis points
typically four years. “You can imagine
500 500
a case,” Santin points out, “in which a
400 400
credit washout occurs after the expira-
tion of the reinvestment period. The
300 300 CLO manager’s hands would then be
tied. Bargains might abound, but the
200 200 manager would be unable to buy them.”
A bull might counter, in the first
100 100 place, that there’s no predicting if or
when another debt crisis will happen
0 0
1Q03 1Q05 1Q07 1Q11 1Q13 1Q15 1Q17 2Q18
and, second, the equity tranches of the
sources: Intex, S&P Global Market Intelligence’s LCD, Wells Fargo Securities
2007 CLO class delivered the stupen-
dous median return of 18.4% per an-
num. If the skies fell in 2008, so did
kind of private equity, as they ask: fault rate and a 60% recovery rate, re- loan prices (while the cost of borrowing
Why pay fees to KKR or Blackstone turn before leverage falls to just 20 basis for the 2007 vintage CLOs was only 50
when you can reap LBO-style rewards points. Even 10 times 20 basis points basis points above Libor, one quarter
by investing in the bottom of a CLO is, in comparison with earlier CLO eq- of today’s typical rate). Yes, mark-to-
capital stack? uity returns, a pittance. “Clearly, the market net asset values on CLOs were
There are lots of moving parts in economics don’t look great for CLOs sawed in half, in keeping with the col-
CLOs. Here are a few: the frequency of coming to market at today’s net spread lapse in loan prices, but managers bold-
prepayments (like the American mort- level,” Santin observes. ly seized the opportunity and prices re-
gagor, the corporate borrower can refi- Few differences between today’s covered. Perhaps most importantly, the
nance its leveraged loan at any time), leveraged loans and the pre-Great Re- loans themselves, armored with cov-
the pricing of credit risk in the loan cession vintages are more critical than enant protection, proved money good.
market, the length of time in which a the loss of covenant protection. Cur- Many things are different now, of
manager may reinvest cash flows in new rent CLOs typically allow exposure to course. What is no longer different is
securities, the spread between interest cov-lite in more than 65% of the port- the short-lived risk retention rule of
income and funding costs within the folio compared with 10% to 15% in the the Dodd-Frank Act. It required CLO
CLO and the variation between one- past—with generous allowances for managers to keep up to one-half of
month and three-month Libor (most redefining certain cov-lite loans as non- the equity value of the structures they
borrowers have the option of switching cov-lite. originated, the better to align their in-
to the lower of the two rates). The principal purpose of loan cov- terests with those of their investors. To
Especially do assumptions about enants is to keep borrowers on the the discreet applause on Wall Street, a
defaults and recoveries inform pre- straight and narrow, just as the prin- U.S. Court of Appeals struck down the
dictions about future returns, or lack cipal purpose of traffic lights is to pre- rule in February.
thereof. Take the simplified example vent automobile accidents. The sec- Naturally, the lowest interest rates
of a CLO that earns 330 basis points ondary purpose of loan covenants is to in 3,000 years have made their mark on
plus Libor on its assets and pays 150 generate income for the lenders, just as the way people lend and borrow. Cor-
basis points plus Libor on its liabilities. the secondary purpose of traffic signals porate credit, as Preston observes, is
After subtracting 40 basis points in is to top up municipal coffers with the “lower-rated and higher-levered. This
management fees, net spread comes to proceeds of speeding tickets. When a is true of investment-grade corporate
140 basis points—before defaults. borrower trips a covenant, that compa- debt. This is true in the loan market.
Now assume a default rate of 2%— ny comes hat in hand to the lender to This is true in private credit.”
admittedly, a generously low one. And negotiate an amendment fee and reset So corporate debt is a soft spot, per-
assume a recovery rate of 80% of par on the loan to a higher interest rate. No haps the soft spot of the cycle. It is vul-
loans in bankruptcy—admittedly, a high more covenants, no more tripping, no nerable not in spite of, but because of,
one. The result is a default-adjusted more amendments—and no more extra resurgent prosperity. The greater the
net spread of 100 basis points. Leverage income to the CLOs (which goes, or prosperity (and the lower the interest
that to 10 times the equity portion, and rather went, to the equity investors). rates), the weaker the vigilance. It’s the
you get 10% in net equity return. What the CLO equity holder wants vigilance deficit that crystalizes the er-
Under more conservative (though is time and volatility—“optionality,” rors that lead to a crisis of confidence.
still moderate) assumptions of a 3% de- as the adepts say. In a sense, Santin At some unpredicted moment, there’s
GRANT’S / SEPTEMBER 7, 2018 11
a scramble for cash, a collapse in prices to commit to new equity investments the S&P 500 (at no premium to NAV,
and the start of a bull market in value. would imperil the working of the ma- performance would have been 9.2% per
You can’t time the inflection point, but chine that sustains American leveraged year). The shares yield 15%.
you can watch for the telltale signs. finance. Based on the 10% size of the Eagle Point Credit Co., Inc. (ECC on
The CLO market itself might send typical CLO equity stake, there is $50 the Big Board) came to market in Oc-
up a flare. Perhaps the issuance of billion at risk of impairment if default tober 2014, also for the express purpose
leveraged loans will dry up, or the rates were to accelerate. of buying junior portions of CLO capi-
customary investors in CLO equity Schaeffer says he wouldn’t make too tal structures. Its market cap stands at
tranches will pull back. When all’s much of this slight hesitation, and we $394 million, and the shares command
well, CLO seed money is there for won’t, either. What we will do is keep a a 10% premium to NAV, though traded
the plucking. Big banks eagerly front weather eye out for something greater with a 4% discount in 2016. Assuming
the senior portion of the so-called than a pause. As Schaeffer himself puts reinvested dividends, the stock has
warehouse financing to give a new it, “You have to be early, because when returned 11.2% a year, compared with
structure its start. CLO managers not the market turns at the end of that 13.1% for the S&P 500 (at no premium
only bankroll the warehouse equity, cycle—given the illiquidity and vola- to NAV, performance would have been
but also fold that initial stake into tility—it turns very quickly, and the 8.51% a year). The shares yield 13.2%.
the final structure. whole market is trying to sell.” To enhance returns, Oxford Lane and
And for now, the funds remain pluck- Those who track the credit cycle Eagle Point both issued debt securities
able. However, Jim Schaeffer, deputy will naturally want to stay current with equal to 50% of NAV. Watch this space.
chief investment officer at Aegon As- the changing values of CLO equity
set Management, tells Santin that he tranches. Alas, they are closely held.
•
recently noticed some reluctance to The next best approach is to monitor
furnish warehouse equity. Aegon is the quoted prices of the public vehi-
an experienced CLO builder. “We’ve cles that, according to Wells Fargo Se-
been able to issue a couple of CLOs curities, held $2.6 billion in CLO eq-
this year,” Schaeffer says, “which has uity exposure at the end of the second ®
been great. But when we went back quarter. Two such entities may prove
to those who had been providing ware- especially informative. James Grant, Editor
houses, there was just a little pause in Oxford Lane Capital Corp. (OXLC Philip Grant, Associate Publisher
the marketplace. It’s not that there on the Nasdaq), which debuted in Evan Lorenz, CFA, Deputy Editor
wasn’t any demand. It was just a little January 2011, buys CLO equity and Katherine Messenger, Copy Editor
bit of a pause.” And he adds, “You can’t mezzanine pieces and nothing else. Its Harrison Waddill, Analyst
really do a warehouse without the eq- market cap foots $311 million and the Fabiano Santin, Analyst
uity or the first loss piece.” shares trade at an 8% premium to NAV. Hank Blaustein, Illustrator
John McCarthy, Art Director
CLOs are built from the ground up— Assuming reinvested dividends, the
Eric I. Whitehead, Controller
from the equity level to the triple-A fund has returned 10.4% a year since Delzoria Coleman, Circulation Manager
level, not the other way around. Refusal inception, compared with 13.6% for John D’Alberto, Sales & Marketing
Grant’s is published every other Friday, 24 times a
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Vol. 36, No.17d-ctr Two Wall Street, New York, New York 10005 • www.grantspub.com SEPTEMBER 7, 2018
We have broken out the centerfold story for your reading comfort.
No broken headlines across pages any longer.
in dollars
U.S. corporations repatriating foreign 240 240
assets [or the Fed tightening], it doesn’t
really matter.” 235 235
By Lees’s calculation, the world’s
money supply is down $3.4 trillion, or 230 230
4.2%, from its March high. Macro Strate-
gy calculates this figure by adding up the
broadest available measure of money in 225 225
each country, e.g., M-3 in the eurozone
and M-2 in the United States, and trans- 220 220
lating these figures into the currency in 12/17 1/18 2/18 3/18 4/18 5/18 6/18 7/18 8/18
source: The Bloomberg
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