If you believe the bond documents, Noble Group really is up for sale.
The mainboard- listed commodities trader raised US$750 million (S$1.06 billion) selling dollar notes on Monday that mature in five years. A clause provides for immediate repayment if the company is acquired.
But that would be triggered only if Noble were rated investment grade at the time. "If the notes are rated investment grade by one or more rating agencies and a change of control triggering event occurs... the issuer shall, at the option of the holder of any note, redeem such note on the change of control redemption date at its change of control redemption amount, together with interest accrued to the date of redemption. This condition shall not apply if the notes are not rated investment grade by one or more rating agencies."
You may not understand all the legal jargon, but you don't have to. Noble's new securities are expected to be rated BB+ by Fitch and B2 by Moody's Investors Service, one and two notches below investment grade respectively. So there's effectively zero change of control protection for investors.
The language in Noble's latest bond-sale document is similar to its previous ones, so it may be that the lawyers just forgot to update that clause. That's unlikely, however.
Noble's 2020 bonds yield 7.8 per cent. What then motivated that particular wording?
The company's current financial situation means it would take a lot of work for it to recover its investment-grade status, and management has hinted this isn't a huge priority, even exiting some businesses that required a high credit score to optimally operate.
The company's current financial situation means it would take a lot of work for it to recover its investment-grade status, and management has hinted this isn't a huge priority... Perhaps Noble wanted the money without burdening any potential suitor with extra debt.
Perhaps Noble wanted the money without burdening any potential suitor with extra debt.
A more tightly written change of control clause would have effectively added US$750 million to the cash required upfront.
Given the recent rumblings about a potential strategic investor buying a large chunk of Noble, that sounds a more plausible explanation. If a suitor has a higher credit rating than Noble, investors wouldn't care about such a technicality, since they probably wouldn't want to redeem their bonds early anyway.
If, however, it happens the buyer is in worse shape than Noble - an unlikely, but not impossible, outcome - that tiny clause could turn into something quite painful.
This column does not necessarily reflect the opinion of Bloomberg LP and its owners.
A version of this article appeared in the print edition of The Straits Times on March 08, 2017, with the headline ''Noble really is up for sale, if you believe its bond documents''. Print Edition | Subscribe
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