IVG again (and again and again)

disclaimer: The discussed investment is very risky and not recommended for any investor. There are strong hints of insider trading and permanent loss of capital and permanent loss of principal is quite likely. The author owns the investment and is clearly biased towards a positive outcome

Thanks to a reader, I received some “research” about IVG directly out of London, HF and “predator” capital (highlights are mine):

IVG – Further Thoughts

I had the opportunity to talk to the company late on Friday. I remain public on the name and have not received private information…

As one would expect, the company would not give any details of proposals being discussed with stakeholders; however, the company admitted that it had considered a number of options for repaying the convertible and deleveraging the company (which became necessary when the synloan holders indicated they wouldn’t be able to refi in September 2014)… including a rights issue which wouldn’t work due to the size required and the status of the hybrid and a quickie disposal of the SQUAIRE which would have seen a very significant discount to book.

A couple of things became clear:

· The company views the equitisation of the convertible and the hybrid as being the necessary first step in a restructuring process
· The haircut may also have to apply to the syndicated loans – especially SynLoan 1 which is under-collateralised
· The company’s fervent hope is to avoid any type of insolvency through a consensual agreement. Any type of restructuring under insolvency is currently considered a distant ‘Plan B’
· The company believes that significant value could be generated for equity investors through the continued management of the SQUAIRE and in the unencumbered caverns currently due to be delivered to Cavern Fund II in c. four years
· The company’s major shareholders are supporting the restructuring proposals – at least from their position on the Supervisory Board; that doesn’t mean that they will vote for restructuring at the AGM…
· Any new capital would require 75% approval at the new AGM
· The convertible bonds will require 100% vote of those attending a general meeting (quorum 50%); but that could be lowered to 75% under a new German Scheme
· It looks like Plan B may well be the more realistic proposition…

The German market is relatively short of ‘prime’ office space… prime would mean significant property located in the centre of major cities like Berlin, Frankfurt, Hamburg and Munich. IVG categorises most of its property as located in these cities. However, more properly it should be described as near one of these cities and very little of the investment portfolio could be described as prime… Prime properties still command premium rentals, non-prime properties face significant competition and rents are likely to fall on the renewal of tenancy agreements. The company states that €2.25bn is core/core+, €690mn is value add (needs work or on short tenancy) and €250mn is workout… in an insolvency the core/core+ valuations would come under pressure; the latter two categories may well be reflective of a going concern but I believe could well be significantly haircut in an insolvency… Furthermore I place little value in the €264mn ‘future caverns’ given the lack of interest from utilities; the fund valuations could come under pressure if EuroSelect 14 does indeed default; and tax assets are hard to transfer.

The company confirmed that:

· The debt on the SQUAIRE represent c. 60% LTV; the rental currently covers interest and the cover will improve. The company expects this debt to roll when it falls due at the end of the year
· The company also has a Core Financing: currently €570mn vs. assets valued at €800mn
· The Pegasus loan is currently €140mn and is secured on a variety of properties situated all over Germany and valued at €300mn
· SynLoan 1 is under-collateralised; I got the impression that less than 75% of the loan had collateral
· SynLoan 2 is over-collateralised but I have the impression that not by much… c. 90% LTV; obviously it benefits from the caverns disposals which should generate €300mn by the end of 2014

It would seem that it would be in the best interests of all of the stakeholders to keep the company a going concern, otherwise one can make a case that even the collateralised parts of the syndicated loans could be haircut.

Andrew Carrie ** 22nd April 2013 ** acarrie@knight.com ** +44 20 7997 2066

In my opinion only 2 parts of that “research” is interesting:

Number 1:

The company views the equitisation of the convertible and the hybrid as being the necessary first step in a restructuring process

This is the same kind of b…s… I have heard in the first few Praktiker calls. The answer is simple: Nope. The first step is that equity gets wiped out, then Hybrid then senior. However it clearly shows that will go down the same path as Praktiker tried and ask the bondholders for deferral.

If for some reason, they would succeed, this would in my opinion kill the complete (high yield) corporate bond market. If it is suddenly possible to change the sequence in teh capital structure, why should then be corporate spreads where they are at the moment ?

Number 2:

This is the really interesting part:

SynLoan 1 is under-collateralised; I got the impression that less than 75% of the loan had collateral

In some boards people were arguing: If a collateralized loan is sold at 85%, this is the proof that the senior is worthless, as even the collateral for the first priority loans is not sufficient. To be honest, I was struggling with that one most.

Well, this argument now doesn’t hold anymore. If in reality, the Synloan is only collaterallized at 75%, then a price of ~85% is in line with the current pricing of the convertible.

The uncollateralized part of the Synloan is “pari passu” with the convertible. So in case of the bankruptcy, synloan holders would get full repayment on the collateralized part (75%) plus pro rata repayment with the convertible which trades around 55%. The “fair value” of such a Synloan would therefore be 75% + (25%*0.55)= 87.5% and therefore absolutely consistent with current convertible prices.

If we assume that the buyers have quite high return requirements, then I think the fear of a zero recovery for the convertible gets even more unrealistic.

Summary:

If only for this one piece of information, the “research” as superficial as it is has greatly increased my confidence in the IVG convertible, because suddenly the prices paid for the more senior but partly uncolateralised loans makes sense.

One should still expect a very bumpy ride with “Praktiker style” attempts to bail in the convertible holders before anyone else, but at current prices, the risk/return relationship looks very good to me.

Again a disclaimer: “Don’t do this at home” and I might be subject to confirmation bias.

12 comments

  • Yes, I have seen that the boss of the Supervisory board resigned.

    Jütte was there less than 1 year: http://immobilien.mapolismagazin.com/content/juette-soll-ivg-aufsichtsrat-leiten

    Beelitz is a former investment banker. However the most important Surpervisory board memebr arethose from Mann Immobilien and Santo (owned by the Hexal guys). This is where the big money sts and those guys are calling the shots.

  • First of all, Great post.

    Not sure if it was said before but the Hybrid was issued by the German entity i.e. IVG Immobilien AG. This should facilitate a restructuring of the junior debt under German law what I would consider a prerequisite for new Equity. I do not see IVG making any payments on the Hybrid in the Future.

    • Yes you are right..I mixed up convertible and hybrid. So in case of no insolvency, only the convertible owners would need 100% consensus for any equity swap. That means here you could play the hold-out 100% game…unless insolvent –> possibly 0, depending on the real value of IVG real estate. If you compare with Pfleiderer…in the endgame they offered the hybrid owners new shares with value around 5%..finally they and the shareholders got nothing, because of insolvency (new insolvency law). Since the convertible is issued according to dutch law it could be tricky or impossible to force them to an equity swap…you never will achieve 100% consensus. This could be on the one hand positive for convertible holders, because everybody can decide by himself whether he would like to be a holdout or accept an equity swap, on the other hand it could lead to bankruptcy…because if not enough convertible holders will accept restructuring the higher ranking debt owners could decide to go for insolvency in order to get rid of all lower ranks.

      Yesterday the chairman of the supervisory board resigned without notice…some people on w/o see that as a positive sign??? me not!

  • But if the the convertible is according to dutch law it would need 100% consensus (see Pfleiderer) –>That means they never can get “rid” of this loan (for example by equity swap)….only via insolvency!! In other words the Hybrid would be a perfect invest for around 18%…certainly only in case they are able to avoid insolvency, because sooner or later they have to pay to those people who will not agree to an equity swap.

    Anyhow…an interesting constellation…if my assumption is correct.

    • JM,

      don’t get me wrong: I am betting that IVG will not go insolvent before MArch 2014.

      For the Hybrid, in the best case you might see the first coupon in maybe 3 or 4 years. In my opnion, the likelihood for long term survival of IVG is maybe 50/50.

      In the downside scanrio, the Hybrid will be wort 0 for sure.

      SAs a short term “special situation” the convertible looks to me much better.

      mmi

      • 0 if insolvent…that is the problem and the reason why I am at the sideline. To wait several years with accumulated interest I would have no problem at all at current levels.

    • the convertible is according to german law, and the court is Frankfurt.

  • Hi mmi,
    as I said I have been waiting for prices
    near 50, couldnt decide to buy yet.
    Is it only your assumption, that the loan traded at 85 was the undercollateralised one?
    My key question regarding the analysis is:
    What is it in german law that makes it
    possible for a majority of 75 percent of bondholders to decide for all, I mean without insolvency? The bond has no CACs, so I cant imagine how that could be possible.

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