Freeze!

From M&A to IPOs, transactions that were once routine became remarkable in 2008.

If, as it is said, markets move due to either greed or fear, there is little doubt which emotion ruled in 2008. A pervasive fear cast a shadow over every aspect of dealmaking, chilling activity across Europe. Most deals were defensive, reacting to the widespread anxiety, if not outright panic, that gripped analysts, investors and bankers throughout the year.

Take Noreco, a Norwegian oil and gas company. In September it was forced to address rumours that it was close to breaching a covenant on a NKr2.8 billion (€310m) bond it issued a year earlier. “We felt that the market was too focused on a covenant and not what the company delivered,” says Jan Nagell, Noreco’s CFO.

As the company’s share price fell in concert with oil prices, the headroom under the covenant, based on a ratio of market value of equity to debt, deteriorated. Though Nagell says that the company was never in serious risk of a breach, it sensed a growing danger from opportunistic traders “making a play” on the rumours, attacking Noreco’s shares in the hope of bringing about a breach. In order to “put the right focus on the company,” in October the CFO offered to buy back 20% of the outstanding bonds at par — they were not due to mature for a year and a half — in return for removal of the high-profile covenant.

Noreco is far from alone in being forced to defend its balance sheet in recent months. According to Standard & Poor’s, covenant breaches, requests for waivers and related restructurings of loans at European industrial companies with speculative-grade ratings more than doubled in number in the first ten months of 2008, compared with the whole of 2007. The companies involved came from 26 industries and three-quarters of them experienced the difficulties within three years of their previous refinancing.

At Noreco, Nagell sounded out brokers, trustees and key bondholders before going public with its buyback offer. “We knew what was good for the company and found out the main issue for investors: cash,” he recalls. The original loan agreement called for an early redemption premium of 103%, but investors’ hankering for cash allowed the company to redeem at par. And, as it has been doing for the past 12 months, Noreco will in future rely more on reserve-based lending and facilities secured against tax incentives for exploration, the CFO says. Though the administrative burden for these types of loans is higher than for traditional unsecured borrowing, the interest cost is lower and the banks involved “don’t panic when oil prices go up and down,” Nagell explains. By contrast, bond investors are “the first to disappear when markets are volatile and the last to return when conditions improve.”

This is putting many corporate borrowers in a tight spot, according a Moody’s analysis of 370 non-financial, non-utility issuers in EMEA. If these firms relied solely on available bank facilities and cash balances, one in five would not have sufficient liquidity to cover the next 12 months’ debt payments, the rating agency reports. As lenders clamp down on credit standards, this does not bode well for firms that are dependent on external financing to support their growth.

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