Case 090Distressed and special situationsCore
Enterprise value is somewhere between Rs 650 and Rs 850 crore; the stack is Rs 500 crore senior, Rs 300 crore second lien and Rs 200 crore unsecured. Where would you invest, and what is the fulcrum security's recovery range?
1The situation
Megharaj Paper Mills has missed a coupon and is heading for a restructuring. Its debt, in order of priority, is Rs 500 crore of senior secured term loans, Rs 300 crore of second lien notes and Rs 200 crore of unsecured bonds. Your team's valuation work puts enterprise value between Rs 650 crore on a liquidation basis and Rs 850 crore if the mill is kept running under new owners.
The second lien notes are offered in the market at 60 paise in the rupee; the unsecured at 15 paise. Your fund can buy a blocking position in either.
2Your task
Work the recovery of each tranche across the valuation range, identify the fulcrum security, and say which tranche you would buy and what you would be buying.
Quick check
Which tranche's recovery changes most across the Rs 650 to Rs 850 crore range?
Worked solution
Try it on paper, then open one step at a time.
30-second answerThe answer to give first
The second lien is the fulcrum: it recovers between 50% and 100% across the range, and it is where you invest. The senior is covered at every value in the band, so it gets paid and has no say. The unsecured gets nothing below Rs 800 crore and only 25% at the top. The tranche the value band cuts through takes the equity in a plan, so at 60 paise you are buying the keys to the mill at 0.83x to 1.67x the price.
Step 1What is a fulcrum security?
The claim that the value runs out inside. When a family sells a house to pay its debts, the bank with the first mortgage is paid in full, the cousin who lent unsecured gets nothing, and the relative in the middle gets part of what they are owed; that relative is the one whose vote decides the deal. The fulcrum securityThe tranche in a capital structure that is only partly covered by enterprise value, so it is the one that converts into ownership in a restructuring. is the tranche that is partly in the money, and because it is partly impaired it is the one that gets handed the equity. Everything senior to it is paid; everything junior is wiped; it owns the company afterwards.
Step 2What does each tranche recover across the range?
Fill the stack from the bottom. At Rs 650 crore the senior takes Rs 500 crore, the second lien gets the remaining Rs 150 crore, 50% of its Rs 300 crore, and the unsecured gets nothing; at Rs 850 crore the senior and second lien are paid in full and the unsecured gets Rs 50 crore, 25%. At the Rs 750 crore midpoint the second lien recovers 83%. The senior's recovery is 100% at every point, which is why senior lenders in this position want a quick sale and do not care which plan wins.
| Tranche | Face, Rs crore | At EV 650 | At EV 750 | At EV 850 | Market price |
|---|---|---|---|---|---|
| Senior secured | 500 | 100% | 100% | 100% | near par |
| Second lien | 300 | 50% | 83% | 100% | 60 |
| Unsecured | 200 | 0% | 0% | 25% | 15 |
| Fulcrum | second lien | second lien | second lien |
Step 3Which tranche do you buy, and what are you buying?
The second lien, at 60. At the low end it recovers 50 paise on a 60 paise price, 0.83x, and at the high end 100 paise, 1.67x; more important, a blocking position in the fulcrum means the plan cannot pass without you, so you convert the notes into the equity of a mill you have just valued at up to Rs 850 crore. The unsecured at 15 is a cheaper option on the top of the range, worth 25 paise at Rs 850 crore, but zero across three quarters of the band and with no seat at the table. The senior at par is a loan, not an investment. The answer to where in the capital structure is always the tranche where the value stops, because that is where ownership changes hands.
Then say what could move the fulcrum. If the liquidation value is really Rs 550 crore, the senior becomes the fulcrum and the second lien is wiped; if a strategic buyer will pay Rs 950 crore, the unsecured is in the money and the second lien is just a loan again. The valuation range is the whole analysis, and a candidate who states it as a fact rather than a view has missed the part that pays.
Where candidates lose it
The usual loss is picking the cheapest tranche, the unsecured at 15 paise, because the upside looks largest. It is worthless across most of the range and carries no vote that matters, which is the opposite of what a special situations fund is buying.
The second is forgetting that the fulcrum moves with the valuation. The second lien is the fulcrum because the band is Rs 650 to Rs 850 crore; a different range makes a different tranche the answer.
What the interviewer asks next
- The senior lenders are also owed Rs 50 crore of accrued interest and fees. Where does the band cut now?
- A rival fund has bought 40% of the second lien. What does your position need to be to block a plan, and does the price still work?
- How would you structure the new equity so the old unsecured holders do not litigate the plan?
Asked at HPS Investment Partners, Credit, New York, 2021 (Wall Street Oasis): They seemed to be very focused on the questions "where would you invest in the capital structure?"
Company names and figures are illustrative.
