Credit ratings Healthcare- a Fitch seminar

| 19-12-2017 | Lionel Pavey |

On 29th November treasuryXL attended a seminar organized by Fitch Ratings in Utrecht. It was a presentation by Fitch that explained the approach they had taken to determine credit ratings for 2 different entities within the Dutch healthcare industry: Stichting Elisabeth-Tweesteden Ziekenhuis in Tilburg – a hospital, and Stichting GGZ Noord-Holland Noord – a mental healthcare institute. There was a fair amount of interest in this seminar as more than 35 people attended, representing banks, financial advisors, healthcare industry and insurance companies.

Whilst both entities are in the healthcare industry there are distinct differences in focus and size: Elisabeth-Tweesteden caters to the surrounding area and had 632,000 hospital visits in 2016 and 4,000 FTEs, GGZ has 10,000 patients and 1,240 FTEs.

What is a credit rating?

A credit rating agency (Fitch) attaches a credit rating to an entity (debtor). A rating is an opinion as to the entity’s ability to meet financial commitments on a timely basis. It measures the ability of the debtor to repay principal and interest of loans on time and in full, together with the probability of default. To be able to come to a conclusion for the rating, the entity needs to supply all relevant information to the rating agency, which can then perform the necessary analysis to judge their creditworthiness.

Applying the criteria

Fitch uses two criteria to rate healthcare entities: the recently updated Government Related Entities Rating Criteria (currently published as an exposure draft) and the Revenue Supported Debt Rating Criteria. The first determines the likelihood of exceptional support in the case of financial difficulties at the Government related entity. The latter determines the Standalone Credit Profile.

An entity is defined as being government related if they are semi-publicly owned/controlled by the government and/or local authority has majority economic or voting control over the entity. Fitch assesses whether a government is likely to support an entity in financial distress to avoid negative socio-political repercussions of a default, or if the entity fulfills an important public policy mission. The Government Related Entity Criteria covers four key factors:

  • Status and control
  • Support track record and expectations
  • Socio-political implications of default
  • Financial implications of default

In order to determine the Stand-alone credit profile the Revenue Supported Debt Criteria is used that covers  revenue defensibility, operating risks and financial profile. Fitch concluded that both entities were able to receive a long-term credit rating of single A.

For investment grading criteria, Fitch applies a highest rating of AAA and a lowest rating of BBB-. A single A rating is a high credit quality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

What are the advantages of a credit rating?

  • Enhances access to capital markets
  • Facilitates risk pricing for funding
  • Improves bargaining power with banks and suppliers
  • Recognition amongst peers and in international capital markets
  • Rating process provides improved transparency and financial discipline for the rated entity
  • Annual Rating report may be used as a standalone marketing instrument

What are the implications in the Netherlands?

At present, the Dutch government has majority control in many companies including transport – NS; infrastructure – Prorail, Schiphol; energy – Gasunie, Tennet; and financial services – BNG (Fitch rated AA+, Stable, FMO (Fitch rated AAA/Stable). Furthermore local authorities also have majority control in local companies including transport – GVB, HTM, RET, energy – Eneco, and household waste – AEB, HVC. All the companies require funding, the majority of which is covered with either a national or local government guarantee, or direct participation. Fitch rates all types of government related entities, and with a rating it may be possible for these entities to further their scope for acquiring finance.

An important question that arises is: should national and local government restrict themselves to issuing guarantees and allowing the free market to determine the funding, or should they proactively engage in lending money to companies? Only if more entities were in the possession of a credit rating, could a clear decision be taken. At a time of low interest rates and a shortage of “prime” graded loans, it could possibly be advantageous if the loan market could be opened to more lenders – secure in the knowledge that the loans were guaranteed.

If you are interested in learning more, please contact us via email at [email protected]

Lionel Pavey

Cash Management and Treasury Specialist

 

 

Intercompany financing – complying with procedures

| 18-12-2017 | treasuryXL |

Many businesses (not just multinationals) finance the operations of their subsidiaries/affiliates via intercompany loans. During the financial crisis external funding became more difficult to obtain, and more businesses attempted to finance their operations internally. Whilst this can be a good procedure, consideration must be given to the fact that the loans must still be proper loans, compliant with normal market practices. Below we attempt to explain the relevant procedure.

Arm’s length principle

All terms and conditions of the intercompany loan – with special consideration for the interest rate – must be consistent with independent external loan funding. A business can not adopt a more generous approach to funding its subsidiaries than could be obtained externally. The pricing of the loan must reflect the perceived credit risk of the entity that is seeking funding.

Documentation

Just as with external financing, legal documentation needs to be drawn up and signed that clearly shows the terms and conditions of the loan. Standard covenants should be included together with a schedule showing repayment of principal and interest. If a subsidiary is granted an embedded option (early repayment without a penalty) then this must be clearly noted. Whilst the documentation does not have to be as large as that used by banks, it should always contain all relevant clauses, and both parties must adhere to the signed loan agreement. Included within the documentation should be a detailed explanation as to how the price and spread was determined, along with external data proof.

Credit modelling

As most subsidiaries are small and have no independent credit rating, an approach must be taken to attempt to define their creditworthiness. Standard metrics can be used to ascertain an internal rating. Just with a normal external loan, attention should be paid to the ability to repay. Whilst tax authorities may question the integrity of the credit modelling matrix, this can at least be negotiated if a dispute arises. If no matrix is available, then problems can occur.

Pricing

As previously stated, an internal loan should replicate the general conditions of an external loan. That means that when trying to determine the interest rate, full attention should be given to the funding costs of the main company. They need to determine what price they would pay externally to fund the loan and then apply a premium to the subsidiary. Traditionally rates can be fixed or floating with a premium.

Corporate Governance

Internal loans should always be monitored. They should not be a quick substitute for proper due diligence. Problems can easily arise if tax authorities reached the conclusion that the loan is being extended to a loss-making entity that would not receive funding externally.

Alternatives to banks – Is Fintech the answer?

| 14-12-2017 | treasuryXL |

With the steady rise of Fintech within the finance industry some people are already calling for the demise of banks as the historical financial partner of choice for corporates. Certainly, Fintech is showing itself to be very dynamic, offering many new products and solutions, and being a lot swifter than the banks. Banks seem to have grown too big and complacent, are being weighed down by new rules and regulations, are less prominent in the field of funding for corporates, and possibly have lost their focus on what used to be core businesses. But let us examine the relationship between bank and client.

The roles of a bank

Banks are, first and foremost, used so that clients can obtain and use financial services. Opening and maintaining accounts enable money to be received and paid – in this way the day-to-day financial operations of the client can be performed. Furthermore, banks offer additional services that compliment the needs of a client – business credit cards for key staff, sales services such as processing of credit card payments for goods, payroll services, online banking, loans and lines of credit.

What does a client want from a bank?

One of the main priorities is that there is an established history and a good working relationship – that the bank understands the client’s needs. A key indicator of a good relationship would be the ability and the willingness of the bank to provide funding to the client. If the bank wished the client to bank and deposit their money with them, then they should be prepared to extend credit where possible – if it meets the criteria of the bank. Running any business means there will be times when liquidity is scarce and a bank that refuses to extend credit runs the risk of losing the client. Other criteria can include the cost of banking services, support given, quality of delivery, credit rating and the overall efficiency of the services.

Fintech solutions

Fintech can provide genuine alternatives to existing banking services as they can compete with modern products – like giant ocean-going tankers, banks are large and very slow to turn around. Most bank services are still paper intensive and require many authorized signatures. By digitizing services, Fintech can reduce the transaction costs and the time taken to authorize a service. Fintech orientated lending services (like B2B) are entirely online and can be quickly approved. Through lending platforms, the risk can be spread out among many lenders.

Can the banks respond?

Banks have at their disposal very large existing customer bases and a wealth of proprietary data relating to the behaviour and patterns of their clients. This is a large untapped potential that does not need to be found or bought. If banks can utilize this data whilst offering a Fintech type of online service that is quicker and more efficient there is a possibility to fight back. The main option for banks would be to examine the Fintech companies and buy the ones that have the best products to compliment the requirements of the bank’s customers. As Fintech works in a different manner to traditional banking, this would require banks to develop internal incubators to discover new products and services that could be offered to customers. Alternatively, banks could look to design and implement their own solutions, but they appear to be behind the speed and knowledge of Fintech and might never be able to catch up.

One last word of advice

Realistically, Fintech offers attractive alternative solutions to banks. However, the power of the personal relationship should never be underestimated. We build relations slowly and by results – the cheapest offering does not get all the business. Having an account manager at a bank can be highly beneficial for a client – one point of contact, good understanding, a history. When things go wrong, you pick up the phone and call the account manager and he/she sorts out your problems. With Fintech, this could mean phoning numerous different companies to achieve the same result that can be obtained with just one account manager at a bank.

Choice is personal, but preference is normally determined by experience.

Gebrek aan voortgang in Voortgangsrapportage Rentederivaten MKB

| 13-12-2017 | Simon Knappstein |

De voortgangsrapportage van AFM die op 8 december 2017 gepubliceerd werd, bevat vooral oud nieuws. Er is verdere vertraging en zelfs de nieuwe door de banken afgegeven planningen zijn onzeker. Wat dat betreft had de AFM het passender “gebrek-aan-voortgangsrapportage” kunnen noemen. Het beeld wat blijft hangen na het lezen van deze rapportage is dat de AFM er zich bij neerlegt dat het nog wel eens erg lang kan gaan duren voordat dit dossier afgerond is.

De AFM noemt als reden voor de vertraging “Problemen met automatisering en data. De kwaliteit van de historische data van banken is niet in alle gevallen voldoende om efficiënt de compensatie op grond van het UHK te kunnen berekenen en controleren. Verder geldt dat de rentederivatendossiers van klanten zeer verschillend zijn en vaak bijzonder complex en dat heeft gevolgen gehad voor (de praktische uitwerking van) het UHK. Mede door deze knelpunten blijkt de uitvoering van het UHK in de praktijk complexer dan de banken, de externe dossierbeoordelaars en de AFM hadden voorzien. Dit betekent ook dat de door banken afgegeven planningen onzeker zijn.” Verder staat er: “Zo zijn bijvoorbeeld de derivaten- en lening-systemen veelal niet structureel gekoppeld en is een handmatig proces ingezet om de derivaten aan de juiste leningen te koppelen.” Dat die systemen niet gekoppeld zijn mag geen verrassing zijn voor de banken. Dus waarom dat op dit moment als oorzaak genoemd wordt mag eerder als verrassing gekwalificeerd worden.

De vraag die dit oproept is waarom de banken überhaupt hebben geprobeerd de oplossing te automatiseren.  Mijn beste gok is dat er in een eerder stadium ingeschat is dat op de bulk van de dossiers slechts alleen stap 3 (de coulance-uitkering) van toepassing zou zijn.  Het zal dan een dure misrekening zijn geweest als blijkt dat het leeuwendeel van de dossiers toch een handmatige benadering vereist. In dat geval is er een hoop geld en tijd verloren gegaan wat niet meer goed gemaakt gaat worden.
In de huidige planning, die dus onzeker is, zijn er 2 banken die verwachten eind 2017 alle aanbodbrieven te zullen hebben verstuurd, 1 bank die rekent met medio 2018 en 3 die mikken op eind 2018. Het zou nog inzichtelijker zijn als daarbij ook vermeld stond om hoeveel klanten het dan gaat per bank.
Een volgende rapportage van de AFM wordt in de zomer van 2018 verwacht. Zoals het er nu uitziet zou het al heel mooi zijn als de einddatum dan niet weer vooruitgeschoven wordt.

De AFM zegt ook in de komende periode kritisch toezicht te blijven houden op zowel de banken als de externe dossierbeoordelaars.

Simon Knappstein - editor treasuryXL

Simon Knappstein

Owner of FX Prospect

 

 

 

Lees ook: Uniform herstelkader rentederivaten mkb

Eurozone economic prospect – Goldilocks meets the bears?

| 12-12-2017 | treasuryXL |

The markets and the ECB feel that the economy is doing very well. It can be compared to Goldilocks – not too hot and not too cold. Is it possible that the Eurozone could be entering a period of continued growth with little or no immediate prospect for rising inflation? A quick scan of the relevant markets would appear to suggest that it is possible. Let us examine where the markets are now.

Long term Interest rates

Long term interest rates have been in a downward channel since the summer of 2008. 10-year EUR interest rate swaps (an acceptable benchmark) peaked just above 5% in 2008 before falling and steadying around 2% towards the autumn of 2013. After a period of relative calm, the rates continued their descent to a bottom of 0.25% around 15 months ago. Over the last 3 years, 10-year EUR interest rate swaps have averaged a yield of just 0.75% – now the yield is 0.80%.

Short term interest rates

3-month Euribor turned negative in April 2015 and has remained negative. Over the last 3 years, the yield has averaged -/- 0.20% – now the yield is -/- 0.33%. 3-month Euribor futures imply that the rate will remain negative until March 2020 and, will rise to just 0.75% by September 2022.

Economic indicators

Unemployment falling to 9.6% in 2017; 9.1% in 2018
GDP growing by 1.6% in 2017; 1.8% in 2018
Government debt to GDP ratio falling to 90.4% in 2017, 89.2% in 2018
Average maturity for new government debt extending to 13 years in 2017; 9 years in 2007

So, what could happen to trigger a reversal in this sentiment?

Share prices are rising – AEX index is up almost 15% since the start of the year
House prices are rising – in the Netherlands prices have increased by 8% over the last year. Turnover is greater with 14% more homes sold than last year.
Global debt is rising – about EUR 190 trillion. This amounts to more than 300% of the world’s annual economic output. (source IIF report)
Interest coverage ratios (ICR) are deteriorating worldwide – in Europe specifically in Germany and France. (source IIF report) This, even though interest rates are low.
Balance sheet of central banks are dangerously expanded – result of Quantitative Easing.
Historical low interest rates – leading to underestimation of risks.
Political change – a rise in “populist” parties in many countries reflecting disenchanted voters

So, what about Goldilocks?

The dilemma for the ECB is that the Eurozone has, essentially, become 2 blocs – the North and the South. In the North, with increases in house prices and stock markets, and drops in unemployment; a rise in interest rates would not be deemed to be negative. However, in the South, the recovery is far behind and they welcome every form of stimulus to aid their economies.

And the moral of story – how your actions/inactions may affect others.

And remember who chased Goldilocks away – the bears (markets!)

 

If you want more information please feel free to contact us via email [email protected]

Who to choose: A generalist or a specialist?

| 11-12-2017 | Olivier Werlingshoff |

 

During the last few months this question has been on top of my mind. Is it better to specialize yourself and start a specific study?
First, we need to look at the definitions of both; a specialist is a person who is highly skilled in a specific and restricted field. A generalist is a person who is competent in several different fields or activities.

On LinkedIn you can find the 6 differences between a generalist and a specialist by “Han van Kasteren”.

 

I will mention a few:

  • Generalist can be more confronting; because they are sometimes not very familiar with procedures and will ask “strange and stupid” questions to understand the business,
  • A generalist will often use the Why question to understand the business,
  • Because a generalist is not stuck in a specific field, he can be more creative and can apply examples previously used in other fields.

But I also thought of two other differences which I would like to share with you:

  • A generalist can make an easier connection between the specific field and other departments because they are more familiar with the different other departments in a company
  • Because a generalist looks also to other departments they became more competent in selling internally their problem or their challenge to find a solution

Now I have mentioned a few bullet points I found on the internet, when can a generalist interim Treasurer be a good choice?

I would say especially in the field of cash management and working capital they could be a good choice. Both specialties have effect on different departments of the business to mention a few; controlling, sales department, procurement, tax and legal.

During my career I talked with a lot of CFO’s and financial managers of large companies and tried to understand their challenges and to help them achieve their goals. As treasurer I had my own challenges and tried to make links with other departments to achieve my goals.

I am a generalist with a passion for cash management optimization!

Olivier Werlingshoff - editor treasuryXL

 

Olivier Werlingshoff

Owner of Werfiad

 

Bitcoin – regulation and acceptance

| 06-12-2017 | Lionel Pavey |

 

As the price of Bitcoin reaches ever higher – more than $11,000 at the moment – Governments are starting to look at what regulation needs to be put into place. Bitcoin has gained a reputation as the currency of choice for tax evaders and drug traders due to its anonymity. It is a market with little or no regulation and, obviously, Governments are looking at lost revenue. Yesterday the UK Treasury stated the current anti-money regulations needs to be updated to encompass all virtual currencies.

It has been reported that criminals and terrorists have used virtual currencies to purchase illegal commodities via dark webs – ensuring complete anonymity. The proposal from the UK Treasury would mean that traders would be registered. At present, there are almost 100 ATM machines for Bitcoin transactions in the UK – with more than 70 in London. Cash can be entered into the machines and converted into Bitcoins. One transaction involved a customer paying in GBP 14,000 in cash.

For Governments, regulation would mean that the Treasury would be able to identify the owner of the money and investigate the source of the funds. Tax evasion would therefore be reduced. Naturally there are genuine investors who want to buy Bitcoin, but this can already be done via an electronic exchange.

To increase acceptance as a genuine alternative currency there needs to be a growth in financial products related to virtual currencies. Yesterday, the CBOE (Chicago Board Options Exchange) announced that it will start trading Bitcoin futures this coming Monday. Initial margins for trading will be 30 per cent and price limits will be put in place.

However, there are still many hurdles before complete acceptance can occur. It is still not a recognized currency – the retail outlets that accept payment in Bitcoin is still very small. In America, only 3 of the top 500 online retailers accept Bitcoin. Whilst the price of Bitcoin has surged in 2017, this very large price increase is having a negative effect on acceptance by retailers. As the currency has increased in value so much, there appears to be a reluctance among owners of Bitcoin to use Bitcoin to transact. It has become easier to speculate on its value than to trade for goods. This is a serious problem for a virtual currency to gain worldwide acceptance.

Another area of concern regards the transaction time. Confirmation of a transaction can take up to 20 minutes – if you ordered a coffee, then it would be cold before you could drink it!

Virtual currencies are certainly something that should be considered for the future, but until they are backed and trusted by the Government and residents of a country, they will only have a small niche marketplace.

 

 

Lionel Pavey

Cash Management and Treasury Specialist

 

 

Financial Options – the right but not the obligation

| 05-12-2017 | treasuryXL |

Debt ComplianceIn the financial industry an option is an instrument, based on financial derivatives, that enable the buyer of the option to obtain the right, but not the obligation, to buy or sell an underlying product/asset at an agreed price on or before a certain date in the future. As simple descriptions go, this requires a lot of understanding about different subjects. It is the intention of this article to clearly explain all the terms mentioned above.

 

Financial derivative
The value of an option is specifically linked to the price of an asset – referred to as the underlying instrument. This could be a share, bond, currency pair, interest rate etc.

Right, but not the obligation
When you purchase an option, this gives you the right in the future to exercise the option with the counterparty. However, you are not obligated to exercise your right.
If you have bought an option with the right to buy an asset, but the price of the asset at maturity is lower than the agreed price on the option, you are not obligated to buy the asset as it would be cheaper to buy the asset in the open market at the lower price. However, the seller of the option always has the obligation to sell to you if you exercise your option

Agreed price
This is called the strike price – it is a fixed price. If you purchase an option that gives you the right to buy the underlying instrument at EUR 65 and the market price rises to EUR 75, then you would exercise your right under the option to receive the underlying instrument at EUR 65 and either hold or immediately sell at EUR 75 for a profit (as long as the premium was smaller than EUR 10).

Buy or Sell/Call or Put
If you want the right to buy an asset in the future you purchase a Call option.
If you want the right to sell an asset in the future you purchase a Put option.

Agreed date
This is called the expiration date and means that after that date no future transaction can be derived from the option – the option expires on that date.

Premium – the cost
When you purchase an option, the seller receives a financial settlement upfront. This is called the premium. As an option can be compared to an insurance policy, the premium on an option is similar to the premium paid upfront on an insurance policy.

Premium – the price
Major components used to determine an option price include interest rates, time to expiry, volatility, intrinsic value and the current asset price. Interest rates are used to determine the time value of money between now and the expiry date. Volatility is a measure of the dispersion of the price as in statistical analysis – volatility is another word for uncertainty. The more uncertainty there is, the greater the effect on the option price. Intrinsic value is the difference between an asset’s current price and the strike price.

The underlying
This refers to the specific asset that is being traded. Normally trading is an agreed lot size. 1 option would represent 100 shares for example.

Secondary market
If options are traded with an exchange, then there is a secondary market. You could buy an option, see the price rise, but consider it would not reach the strike price. Your option could then be sold to a third party via the exchange for a higher price than the premium you paid.
If you trade privately (over-the-counter) then your option can not be sold to a third party.

Types of Options
American – can be exercised on any day before or on expiring date
European – can only be exercised on the expiry date
More exotic variations like Bermudan, Binary and Exotic

Why trade Options?
Options give you exposure to an underlying asset at the cost of the premium as opposed to the full face value. This means your position can be leveraged for the same sum of money. If you hold an asset, you can also write the underlying option – a strategy called covered option. You own the asset and receive the premium reducing the cost of the asset. But if exercised, you must deliver the asset.
You could be looking at an acquisition – by purchasing options you would have the opportunity to buy the underlying at agreed prices before the market moved up. If the acquisition fell through, it would only cost you the premium.

Options that you did not know you had bought
Early repayment of a mortgage without a penalty is a form of embedded option.
Bonds that have a convertible character – exchange at a pre-agreed price for stock
If you have arranged a credit facility via a bank for an agreed period of time, you have paid for the option to drawdown against the agreed line of credit.

Who wins?
Studies show that 75% of all options that are purchased expire without being exercised. Obviously, the winners are the writers of options as they receive the premium but are not obligated to perform. This is mostly due to changes in the market or the timing being wrong. If you purchase a call option, then you must add the premium to the strike price to obtain your gross purchase price. Only if the price rises above the gross price is it rewarding to exercise the option.

Lionel PaveyLionel Pavey – Cash Management and Treasury Specialist

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R3CEV Corda Platform: the blockchain app store

| 04-12-2017 | Carlo de Meijer |

App Store In May this year, fintech start-up R3 raised $107 million from a consortium of the world’s top banks. The New York-based blockchain company that works in collaboration with more than 90 banks and other financial organizations world-wide, plans to use the money to invest in further developing the Corda platform (see my blog: Corda: distributed ledger ….. not blockchain! April 6, 2016) as well as “encouraging entrepreneurs to start building on the platform though training videos and hackathons”.  

Fundraising

R3 gained momentum when it achieved this record distributed ledger technology funding in its last funding round. This figure that was raised by 40 institutions from more than 15 countries across the world (including names like Barclays, SBI, UBS, Bank of America Merrill Lynch, HSBC, ING, and Wells Fargo), is known as the largest single investment in a blockchain company to date. This is also seen as a signal that R3, with their Corda Platform, is moving in a right direction, according to many in the banking industry. This notwithstanding some of the early members left.

“R3 will use the funding to: [A]ccelerate technology development and expand strategic partnerships for product deployment. The company’s efforts will be focused on Corda, R3’s DLT platform for regulated financial institutions, and its infrastructure network, which will support a vast range of partner-built financial applications that interoperate seamlessly with each other, existing systems and networks.” R3’s press release

New members

Notwithstanding a number of early partners left the R3 consortium including JP Morgan, Goldman Sachs and Santander, it still attracts new members showing their viability in the blockchain arena. Like the Bahrain based Bank ABC (Arab Banking Corporation), Abu Dhabi Global Market and the International Trade and Forfaiting Association (IFTA). The latter will be involved in the various trade finance projects. Recently also the Banco de la Republico Colombia, the Colombian central bank, joined the R3 consortium. The partnership with various central banks is part of R3’s plan to diversify its consortium membership by the addition of financial regulators and government agencies.

Read the full article of our expert Carlo de Meijer on LinkedIn

 

Carlo de Meijer

Economist and researcher

 

 

Debt Compliance – can you make the grade?

| 01-12-2017 | Paul Stheeman |

Debt ComplianceWe welcome a new expert – Paul Stheeman, who immediately brings us an interesting topic that has not been covered in much detail up to now. It goes to show that there are many facets in the role of treasurer and we can constantly find new subjects that have not been approached. Thank you, Paul.

Depending on the financing method chosen, your company is likely to have debt or some kind of financial obligations to third parties. This can be in the form of loans, bilateral or syndicated, or in the form of a bond issue. In each case, the underlying agreement has to be well-documented and could be very extensive with several hundred pages of legal language which, for a non-lawyer, may be very difficult to understand.

In that documentation there will be clauses stating what the debtor is allowed and not allowed to do. Another important part of the agreement will be around financial covenants. These are usually ratios which the debtor has to regularly fulfil. It is commonly the responsibility of the Treasurer to ensure that the terms of the agreements are adhered to and to report the status of the covenants to the lenders and investors. To be able to do this the Treasurer will have to work closely with the company’s lawyers, the accountants and the Controller. He furthermore has to “educate” key internal stakeholders in the requirements, so that they also are aware of any hurdles which may prohibit them in carrying out their day-to-day business. This whole process is commonly known as debt compliance.

A loan agreement will typically have between one and five financial covenants which need to be tested and reported to the lenders on a quarterly or semi-annual basis. One of many examples of financial covenants is a coverage covenant, which requires the debtor to maintain a minimum level of earnings or cash flow relative to certain expenses, e.g. interest or debt service. Typically, such numbers are prepared in the accounting department, but the Treasurer will have to ensure that these figures are prepared timely and are within the thresholds allowed in the financing agreements. If these criteria are not met, then the debtor will be in breach of the covenant(s) and technically will be in default.

Default can also arise when so-called prohibited transactions are entered into or “basket” limits are overdrawn. In many agreements the debtor is not allowed to enter into any other financial obligation. This may in practice prohibit the debtor in carrying out his normal course of business. For example, he may be required to issue a performance guarantee. This would initially not be allowed under the agreement. Lenders therefore establish baskets with a threshold amount up to which the debtor may have a bank issue a performance guarantee. Again here, it will be the Treasurer’s responsibility to ensure that all such transactions fall within allowed business or baskets.

Being in default due to a breach of a covenant or a basket could mean that the outstanding debt becomes immediately repayable in full. This is usually neither in the interest of the debtor or the lender, so that the lender can apply for a waiver. It will depend on the seriousness of the breach, but these waivers are often agreed to by the lenders. However, there will be a fee which the lender will have to pay for the waiver and this can be quite substantial.

To summarize, debt compliance is a very important part of a Treasurer’s role as the consequences of non-compliance can at best weaken the company’s position towards its lenders and at worst be disastrous as lenders call on outstanding debt to be repaid immediately.

 

Paul Stheeman

Owner of STS – Stheeman Treasury Solutions GmbH