Four Seasons (or more) of restructuring

A woman looks at the 2009 artwork "Sixty Watches" by Austrian artist Michael Schuster at the Art Basel art fair June 9, 2009. The Art Basel runs from June 10 to 14. REUTERS/Arnd Wiegmann (SWITZERLAND ENTERTAINMENT)Restructuring a company’s debts is not a simple process. Unlike acquisition deals, when everyone around the table has something to gain, a restructuring requires everyone to agree to lose something.

Pain has to be shared but everyone has an interest in ensuring someone else takes more of that pain.

As a result, the larger and more complex a company’s debt structure, the more likely it is that restructuring the company’s debt will be a long and difficult process.

These are facts the management at British care home company Four Seasons Healthcare know all too well.

The company found itself loaded up with around 1.4 billion pounds of debt, split across 11 tranches and more than 30 lenders, via an ambitious securitisation at the top of the market in 2006.

But now, plunging property prices mean the owners of the company — the Qatar Investment Authority — and many of the debt holders are now “underwater”, unlikely to see much of a return on their investment.

A recent valuation estimated the company’s assets to be worth around 900 million pounds, while others suggest even this figure could be too high.

So the company has spent the last year attempting to restructure its debt. Twelve months later and still no deal is in place, despite the company reporting strong operating figures.

The problem is the scale of the debt reduction required — maybe approaching half a billion pounds — and the difficulties rounding up all the creditors behind a single deal.

On Monday creditors rejected the latest restructuring proposal to cut the company’s debts. Four Seasons responded by pushing forward their plan B: a sale of the company, managed by Deutsche.

Creditors knew that a sale process would begin if the restructuring deal did not go through, and worry that a sale would raise less than the restructuring proposal.

Buyers, including Advent (owner of Craegmoor, another care home company) and The Priory, have previously taken an interest and may see Four Seasons’ predicament as a great opportunity to buy a good business at a low price.

Do not write off a last-gasp restructuring deal, however. Swallowing pride and taking a big hit is not always easy, and often restructuring deals are wrapped up at the last possible moment. As a result, many predict another chapter or two in one of restructuring’s longest-running sagas.

Deals du Jour

Despite the sluggish performance of the stock markets recently, there is no shortage of deals to report.

Some corporate finance stories in the newspapers include:

* AIG (AIG.N) has resumed talks to sell its American Life Insurance Co unit to MetLife Inc (MET.N) in a deal that could help the stricken insurer raise more than $15 billion, according to the Financial Times.

* Datang Telecom (600198.SS) is in talks to sell a 20 percent stake to China’s national pension fund worth as much as 3 billion yuan ($428.6 million), China Daily reported.

* CIT Group (CIT.N), the U.S. commercial lender struggling to finance its business, is pressing U.S. regulators to allow it to issue government-backed bonds to allay concerns over its financial health, the Financial Times said.

* Xstrata’s proposed 40 billion-pound merger with Anglo American has effectively collapsed after Anglo’s shareholders rejected the approach, The Times reported.

* Metalloinvest, the Russian iron and steel firm founded by tycoon Alisher Usmanov, has agreed a four- to five-year extension with some creditors on repayment of $2.2 billion in debt, Vedomosti business daily reported.

NRG CEO: Road map to double-digit increase

NRG CEO David CraneNRG Chief Executive David Crane, talking to Reuters after his company rejected Exelon’s latest hostile bid for the company, declined to specify how high Exelon would need to bid to bring NRG to the table. But he did say that his company has provided “a road map for 3 different ways they can get to double digit increases” in their bid.

Here are some other highlights from the interview that didn’t make it into the story:

ON EXELON’S NEW SYNERGY ESTIMATES

“If you’re only going to give our shareholders 18 percent of those synergies, that’s not so exciting. In most combinations, the synergies (are divided) more in the 50-50 range of whatever number… They claim there are like $3.2 billion of synergies. This is not a gotcha game. I’m not saying let me sit down with you and if you only prove $3 billion, I’ll say ‘Aha! You’re $200 million short.’ Fifty percent of $3 billion is much more than 18 percent of $3.2 billion.”

ON EXELON’S “BEST AND FINAL OFFER”

“What makes this deal unusual is that this is all a negotiation that is occurring in public. People making best and final offers and then coming back happens all the time in private negotiations.”

ON EXELON PLANS TO CUT NRG JOBS

“We have made it clear to every employee that this is a consolidating industry, we have a fiduciary duty to NRG shareholders, and that there is not a guarantee of permanent employment. Having said that … I definitely have concern about value creation tied with elimination of NRG jobs. People are not all fungible. The people that have created all this value at NRG and the people that are currently creating value in terms of the nuclear development and things like that are the very people that Exelon proposes to wipe out. You really can’t have it both ways. You can’t have full cost synergies by wiping out all of NRG’s corporate capabilities, but then say you’re going to take advantage of NRG’s growth opportunities. The people are the ones creating the growth opportunities and Exelon has a different type of person working there than the type of person working at NRG.”