To focus on simple issuance numbers when it comes to Green finance in 2018 would be to miss the real story. Yes, overall issuance was flat or a little down on 2017, reflecting the broader bond market environment (though European and euro currency issuance was up year-o- year, overcoming a drop in non-Green euro-denominated bond issuance). But, more to the point, 2018 saw Green finance extend its reach into new asset classes. In September alone, renewable electricity outfit Encavis launched the first Green Schuldschein (in a €50m deal), while Vasakronan, a Swedish real estate company that issued one of the first Green corporate bonds in 2013, issued the first commercial paper to comply with ICMA’s Green bond principles. The deal, in partnership with SEB, came with three tranches, amounting to SKr610m (US$67m). This followed Rabobank’s first Green CP issue, for an initial €1.2bn, in August. Christopher Kaminker, head of research, climate and sustainable finance at SEB, said: “In issuing Green commercial paper, Green finance has now moved to conquer one of the last corners of the debt capital markets.” But that is not to say Green’s innovation phase is over, according to Orith Azoulay, global head of CIB Green and sustainable hub at Natixis. “We are nowhere near done with product innovation – there are a million things we can design in the area of both financing and investment products and solutions,” she said, specifically citing Green structured finance and securitisation. Meanwhile, Belgium and Ireland added their names to the list of sovereigns that have gone Green, following France and Poland. The UK and the Netherlands are both considering issues in 2019, while Sweden has been considering the move for years but has so far refrained, citing its low borrowing requirements. LEADING THE WAY Outside the sovereign space, however, Sweden leads the way. In 2018, 14% of Swedish krona-denominated bond issuance was Green, up from 6% in 2017. In this, Sweden is an outlier. The market is still in its infancy, and the roughly US$500bn in Green bonds outstanding comprises half of one percent of the US$95trn broader bond market. The roughly 2.5% of Australian dollar issuance, and 1.25% of Canadian dollar issuance, marked as Green in 2018 is closer to the average. This leaves plenty of room for growth, and most expect the coming year to see a resurgence of Green issuance, including a lot of refis of agency and municipal Green bonds issued in 2017. The biggest driver for Green finance is the banks. BBVA issued Green senior non-preferred bonds in May (a €1bn seven-year deal) while Norway’s DNB and SpareBank issued Green covered bonds. Antonio Keglevich, head of Green bond origination at UniCredit, said: “These institutions are responding to demand from SRI investors, who want Green bonds that take a portfolio view as opposed to a project view. These deals give them exposure to a broad range of Green assets, be they loans to renewable energy or energy efficiency, or green buildings.” Execution costs remain slightly higher for Green bonds, but this has not dented interest. Increased regulatory attention on the risks around climate change, including flooding and wildfires, raises the possibility of non-green projects or issuance being penalised, for example with higher capital ratios or tax, which could equalise pricing. And while costs might be higher, “there is less execution risk with Green bonds because you have this large additional group of SRI investors,” said Keglevich. “That could be a big driver next year. Issuers that want to take execution risk off the table can do that by issuing Green bonds.” Investors have been lured into the Green market with evidence that returns are higher for Green and environmental social governance products. “Across many asset classes, the addition of a Green component creates a lower risk profile,
A US$610m dual-currency convertible from South Korean chemicals maker LG Chem showed the potential for innovative equity-linked issuance from the country. LG Chem launched three-year convertible bonds split between €315.2m and US$220m tranches on April 10. South Korean issuers typically prefer to sell such instruments domestically, and LG Chem had never previously looked offshore. However, the acquisition of LG Life Sciences the previous year left it looking to monetise a stash of treasury shares, and the CB format met its objectives well. Despite being a debut international issuer, LG Chem was not shy at testing a new structure. The CB issue was the first US dollar and euro dual-currency offering and also the first undocumented offering from a South Korean issuer. Both tranches were launched at aggressive terms, with a zero coupon and zero yield. The euro tranche was marketed at a conversion premium of 40%–50% while the US dollar tranche guidance was 25%–30%. To simplify the issuance process and allow greater flexibility in timing, the deal was executed as an undocumented offering, where there is no specific deal disclosure. Investors were comfortable with the lack of offering circular, thanks to LG Chem’s status as a blue-chip company with a reputation for good corporate governance. As a result, the deal managed to generate strong demand from investors in Asia and Europe with participation mainly from outright buyers. The deal had been structured to maximise interest from all types of CB investors. Some liked the US dollar tranche as it carried a lower conversion premium and provided more equity upside (the bond floor ended up at 90). Others preferred the euro tranche as a defensive play in a low-rate environment. The euro tranche was more popular than the US dollar one, allowing it to be priced at the mid-point of the conversion premium at 45%. The US dollar CB was priced at the low end of 25%. For Asian investors, the LG Chem deal also offered them some diversity in their China-heavy portfolios. For the issuer, the dual-currency structure allowed it to raise funds for overseas investments as LG Chem has diversified businesses and a global footprint. Credit Suisse was the sole bookrunner. Both CBs traded well a day after the issuance. The US dollar CB traded at 100 in the secondary market, while the euro was quoted at 101. Credit spread was assumed at 80bp and stock borrow cost at 50bp. Implied volatility for the US dollar tranche was 30. For the euro piece, implied volatility was in the mid-20s. To see the digital version of IFR Awards 2018, please click here. To purchase printed copies or a PDF of IFR Awards 2018, please email email@example.com.
International equity-linked issuance from Asia more than doubled in 2018, and Credit Suisse used its experience and relationships to do more deals in more countries than any other bank. The bank was a regular feature in the offshore Chinese market, moving quickly to seize a window early in the year, and it also helped issuers in Australia, South Korea and Vietnam raise funds during IFR’s review period. Credit Suisse impressed with a broad range of public deals, covering high-grade and high-yield credits and a mix of structures, from zero coupons and dual-currency benchmarks to CB/stock placement combos, equity swaps and liability management. It is clear the bank values structured equity – both public and private – as a core part of its Asian offering, and has lost none of its focus under Aaron Oh, who took over as head of structured equity origination for Asia-Pacific following the retirement of Jim McDonnell in 2017. It was quick to spot market trends in 2018, completing three out of the five CBs from the Chinese property sector in January as debt-laden developers seized a chance to capitalise on surging stock prices. The bank raised HK$2.79bn (US$358m) for Cifi Holdings Group and HK$1.99bn for Powerlong Real Estate. A tenor of 363 days for both deals allowed the issuers to move quickly, as bonds with maturities under one year do not need to be registered with China’s National Development and Reform Commission. Credit Suisse also completed a HK$18bn convertible bond issue for long-term client China Evergrande Group, the largest offshore equity-linked deal in Asia-Pacific ex-Japan since 2001 and the largest ever from the Chinese real estate sector. Chinese property developers were the biggest source of new convertible bonds in the year, with five deals raising a combined US$5.2bn, but investors were soon looking for alternatives as stock prices weakened. The US$610m dual-currency CB of South Korean chemicals maker LG Chem was the highlight of the year. A rare sole mandate for a deal of its size in Asia’s competitive equity-linked market, the transaction was the first US dollar and euro dual-currency offering from a South Korean issuer. It gave the issuer a neat way to monetise treasury shares it had acquired from its purchase of LG Life Sciences the previous year, while the currency mix suited its global funding needs and maximised investors’ appetite for the deal – as they had two currencies and different conversion premiums to choose from. Credit Suisse also brought innovation to Vietnam, a market that drew increasing attention from international investors in 2018. The bank, again as sole bookrunner, helped Vietnamese property company No Va Land Investment Group raise US$310m from a top-up share placement and convertible bond issue – the first concurrent CB offering and equity placement in Vietnam. At US$160m, the CB portion was also the largest debut issuance from the country. The bank has dominated Vietnam’s equity-linked sector since it brought Vingroup, the country’s biggest developer, to the market in 2009, working on all six equity-linked offerings from Vingroup since then. During IFR’s awards period, Credit Suisse, as a joint bookrunner, helped Vingroup subsidiary Vinpearl, a resort developer, raise US$325m in June from the sale of an exchangeable bond issue with Vingroup as underlying. Vinpearl reopened the deal and raised an additional US$125m in October – this time with Credit Suisse as sole bookrunner – to bring it to a total size of US$450m, the biggest deal of its kind in a frontier market. In Australia, Credit Suisse was one of the two banks that led the €230m seven-year CB issue for Cromwell Property Group, the largest CB offering in the country since 2011, and sole buyback agent on a €93m repurchase of outstanding CBs. To see the digital version of IFR Awards 2018, please click here. To purchase printed copies or a PDF of
Swiss Re had a specific need. The reinsurance giant wanted to replace perpetual bonds that had incorporated an any-time put feature and had been sold to fixed-income investors. “We felt that feature was better suited to equity-linked investors,” said Daniel Bell, head of funding at Swiss Re. The cost would also be lower. The solution was two years in the making and far from simple, requiring equity-linked, hybrid capital, derivatives and fixed-income teams working together with lawyers. At its heart this was a US$500m six-year issue of non-dilutive convertible bonds – a structure that may not be old but that seemed to have outstayed its welcome in equity-linked, as Carrefour found when its NDCB offering could not be fully sold in March. The any-time conversion right for the issuer and call option hedge provided a “market-friendly solution to cost-effective capital on tap”, said Armin Heuberger, head of EMEA equity-linked at UBS, a bookrunner alongside Bank of America Merrill Lynch, Barclays, Deutsche Bank and JP Morgan. “The structure insulates Swiss Re from unforeseen and unquantifiable risks and is dilutive only at Swiss Re’s discretion as the convert is hedged via a mirroring call option.” If conversion takes place when the insurer’s solvency ratio is below 160% of the minimum regulatory capital requirement, then a floor price of 50% of the reference price applies. At issue, the Swiss Re solvency level was 269% of the minimum and it would take five one-in-200-year events to get close to the 160% level. “You would need all five events to take place so quickly they can’t take another remedy,” said Xavier Lagache, head of EMEA equity-linked at Deutsche Bank. Nonetheless, a hurricane in the US put a potential September 2017 transaction on the back-burner as it could have been interpreted as driving the deal. In order to ensure the complexity would not limit interest to just hedge funds, bankers ran a two-day pre-sounding process, resulting in around 60% of the deal being allocated to outright investors. The result was a 3.5% coupon, higher than would have been possible with a vanilla CB from a Single A rated company but an estimated saving of over 100bp versus selling to fixed-income investors. It remains to be seen if the structure will be replicated, but it is another option for bankers to pitch, and shows the flexibility for structured equity to solve bespoke issues. “The transaction is something we could look to replicate and maybe build upon,” said Bell. ”Prior to redeeming the perpetual bond in September 2017, we had two bonds with roughly US$1bn outstanding that we could convert into equity. This transaction replaced the first bond. The second bond was redeemed in September 2018. This transaction shows that we have good access to a new investor base and could therefore do more but we would not want to do too much.” To see the digital version of IFR Awards 2018, please click here. To purchase printed copies or a PDF of IFR Awards 2018, please email firstname.lastname@example.org.
When issuance falls by 48% in a single year, those with one fighting style find themselves condemned to obscurity. Standing out in a year when most banks have been reduced to a handful of trades should be nigh on impossible, yet the twitching muscles of UBS showed that no two trades need to be alike – and a struggling market is no reason to be unambitious. The slash in activity inevitably is accompanied by a collapse in fees as bankers battle to the last basis point to secure every possible mandate. The only way to make money is to offer something different to the client and then be rewarded for it. UBS is possibly the only bank active in EMEA to boast an increase in fees in 2018. “Each of our deals unlocked a problem, so we earn proper fees,” said Armin Heuberger, head of EMEA equity-linked at UBS. A quiet year for new issues should have ensured a bid for the rare deals that did come along. Yet that didn’t turn out to be the case as bankers frequently pushed too far on terms – over-promising is another sure-fire way to pick up mandates – leading to the horror of deals where banks were left holding bonds. When fees are abysmal there is no cushion to absorb losses on trades and there was no excuse for such bad business. UBS took a different path. It had never been big in non-dilutive convertible bonds – a straight-debt substitute – as they pay bond-style fees. Yet it was at the forefront of the development of an enhanced NDCB for Swiss Re that delighted the client, pushed the boundaries of what could be done by relying on investors trusting the issuer, and has potential to drive further issuance in the coming years. Christened discretionary equity bonds – highlighting that the passing years has seen volumes and nomenclature become less impressive – in a public market first, Swiss Re has the right to convert the bonds and settle with stock at any time. The Swiss reinsurer will almost certainly never exercise that right, but such an option meant the structuring and marketing had to be clear and precise. UBS’s role was clear as the structuring bank in a multi-bank syndicate. Taking a sometimes challenging structure, making it more complicated and yet at the end getting paid and seeing it sell easily is an impressive feat. “It is no longer a debt surrogate – it is equity on demand,” said Koby Englender, part of the equity-linked team. It is IFR’s EMEA Structured Equity Issue of the Year. A standout trade for other reasons is the sole books mandate for chemicals maker Sika. Fresh from settling a three-year plus battle with shareholders over its future, Sika secured SFr1.65bn (US$1.65bn) from an upsized seven-year convertible bond issue through sole bookrunner UBS with a conversion premium set 36% above its all-time high share price. The success of the jumbo convertible was not certain as the two previous sizeable deals – both backstopped – had flopped, traded down, and left lead banks holding unsold bonds. The convertible was used to repurchase shares from Saint-Gobain to settle a long-running dispute, but at a lofty price that meant a convertible was a natural choice. At SFr1.65bn it is the only EMEA equity-linked deal to top US$1bn in 2018, but more significantly it is the largest sole-led convertible in Europe for nearly two decades, dating back to Vivendi’s €1.5bn (then US$2bn) CB in January 1999. The €200m convertible for Consus Real Estate in November 2017 on the surface seemed to be yet another vanilla bond for a real estate company – the one thing equity-linked hasn’t been short of in recent years. In fact, it was anything but ordinary. Consus had completed a backdoor listing in April 2017 but just days before issuing the convertible it had wrapped up an all-stock acquisition that took its market capitalisation from €200m to €700m. The German company was so new that there were no audited
Twitter reacted with lightning speed to word that it would be added to the S&P 500 Index. From a standing start, it had raised US$1.15bn from a six-year convertible bond within 48 hours. S&P Dow Jones Indices alerted investors after the close on Monday, June 4 that Twitter would be added ahead of the market open the following Thursday. “We began the process of execution [after the close on Monday], putting the documentation in place, thinking about size, structure and potential pricing outcomes,” said Twitter CFO Ned Segal. “That preparation didn’t bind us but did put us in a position to bring a proposal to the board early Tuesday morning.” The conversation between Segal (a long-time Goldman banker), Michael Voris, in the structured equity origination team at Goldman Sachs, and Goldman’s Americas ECM head David Ludwig centred on the difficulties of executing a CB on a compressed timeline. Would Twitter’s board sign-off on such a large transaction? And would principal auditor PwC be able to provide comfort on Twitter’s pro forma financial results? Twitter sold US$1.8bn of CBs in 2014 in what was a landmark transaction that came less than a year after its IPO. That documentation could be used as a template for a new CB, Voris said. Twitter’s board gave the go-ahead on the Tuesday and PwC provided comfort later that day, clearing the way for the underwriters to market the CB on Wednesday. Goldman Sachs, Morgan Stanley and JP Morgan priced the CB at a coupon of just 0.25% and conversion premium of 42.5%, toward the aggressive ends of talk and among the most aggressive coupon/premium pairings of any US CB sold in 2018. There are obvious benefits to selling stock alongside an index inclusion. Yet, despite a technical lift from index-huggers, a CB simultaneous to S&P 500 entry is rare, having only previously been completed by Host Hotels in 2005, Boston Properties in 2006 and Dish Networks in 2016. Twitter shares rose 0.8% on the one-day marketing to US$40.10, a three-year high, on top of a 5.1% gain on Tuesday on the inclusion announcement and ahead of the CB launch. Much of that buying was either speculative or purely technical. “There is some pre-positioning that happens [by index trackers],” said Voris. “But most of that buying is programme trading that happens at the close [on Wednesday]”. Twitter did purchase a call spread that allowed the counterparty bank to hedge to arbitrage accounts buying the bonds and offset dilution consideration from the CB to share prices above US$80.20, a 100% premium to the reference price. “There are very few companies that would have been able to move this quickly,” said Voris. “To make the call within a couple hours is really unprecedented.” To see the digital version of IFR Awards 2018, please click here. To purchase printed copies or a PDF of IFR Awards 2018, please email email@example.com.
When David Oakes was shaken out of a deep sleep as others were disembarking from a New York to San Francisco flight, the experience was not a new one. As the head of tech convertible bond origination for Morgan Stanley, Oakes had grown accustomed to sleeping the five-hour transcontinental commute to the West Coast – and he deserved the rest. Of the remarkable 32 US tech companies that sold convertible bonds during the consideration period, Morgan Stanley was a bookrunner for 19, giving it a 24.1% share of that business apportioned across all bookrunners and earning it US$75.8m of underwriting fees, according to Refinitiv data. Splunk, the San Francisco-based data miner that Morgan Stanley helped take public in 2012, was among those clients that returned to the bank – with a mammoth US$2.1bn, two-part CB issue in September, the largest financing of the year on a combined basis and the biggest by a tech company since 2014. The opportunistic financing was typical of tech deals through the year. Splunk wound up paying a coupon of just 0.5% annually on the US$1.265bn five-year tranche and 1.125% on the US$862.5m seven-year, with conversion at a 27.5% premium. The advice to split maturities contributed to an upsize from US$1.7bn at launch to US$1.85bn, with greenshoes extending the offering size to US$2.1bn. Splunk spent a portion of the proceeds raised on a capped call to offset stock dilution to a 100% premium to the reference price. “Technology companies are ideal candidates for convertibles,” said Serkan Savasoglu, head of equity solutions for the Americas. “Not very asset-heavy, volatile, good growth, investor familiarity, and there are a lot of comps that allow for efficient pricing. [They] look at converts as cheap debt.” Of the 31 companies that issued vanilla CBs via Morgan Stanley during the consideration period, 20 incorporated a derivative to elevate dilution. And while Morgan Stanley was not counterparty on all – it was not on Splunk, for example – such derivatives are a significant source of revenue. DocuSign benefited from that expertise on a two-part, US$1bn sale of stock and convertible debt in September, just five months after the e-signature pioneer’s IPO. Issuing a CB within lock-up had never been done before, given constraints on borrow from a limited free-float and lock-ups. Morgan Stanley, lead-left on the IPO, worked to ease the situation, in part through allowing some shareholders to break the lock-up with a 8.06m share simultaneous secondary offering. A large chunk of stock would also be released from lock-up the following month. Pricing on a US$575m five-year CB issue came at a 0.5% coupon and 30% conversion premium, with the capped call offsetting dilution to share prices above US$110, double the US$55 reference price from the secondary stock sale and US$29 of the IPO. Mandatory convertibles were significant ballast to large acquisitions throughout the year as well as to accelerate exits. In January, Sempra Energy secured US$4.6bn from the concurrent sale of an MCB (US$1.725bn) and common stock (US$2.875bn) offering to pre-fund its US$9.45bn purchase of Texas utility Oncor; in May, France’s Axa accelerated the disposal of Axa Equitable, its US annuities business, by adding a US$862.5m MCB issue to the unit’s US$2.7bn IPO; and, in September, International Flavors & Fragrances primed a broader M&A funding package with a US$2.45bn combo sale of equity (US$1.65bn) and MCB (US$825m) that helped fund a US$7bn acquisition. Morgan Stanley not only advised Sempra and IFF on their acquisitions but was bookrunner on each piece of the financing used to fund the purchases. The bank was a bookrunner on seven of the nine MCBs completed by US companies during the year, according to IFR data. While some see a need to sell stock, others want to buy it back. Union Pacific turned to the bank as one of two counterparties in June to execute a US$3.6bn ac
If Peel Hunt’s equity team was nervous about the consequences of Brexit – and the messy exit process – it certainly didn’t show. Together, they raised over £2bn for 30 clients and snagged sole bookrunner roles on two of the best performing European IPOs. “At the start of the year, the most-shorted position in the BAML fund manager survey was volatility, now it is the UK,” said Alex Carter, head of equities at Peel Hunt. “International investors are underweight UK. But for UK investors it is business as usual – they say ‘if we see an issuer we like at the right price, we’ll buy’.” The numbers speak for themselves: Peel Hunt deals (with the odd exception) rise in the aftermarket from day one onwards. US mobile payments platform Boku and UK financial adviser platform Integrafin, the two best performing UK floats of the awards period, were trading 97% and 51% above their IPO pricing respectively as of the close on November 23. Peel Hunt put its ability to discern sentiment in the UK mid-cap investor base on full display this year. Accurately detecting appetite for a niche US tech stock in London, the broker convinced San Francisco-based Boku to defy convention and list in the UK. While Boku was tiny with just 40 employees, its clients – Apple, Google, Facebook, Microsoft and Spotify – were anything but. Yet UK investors were cautious about the loss-making firm when a peer wasn’t delivering growth. An initial round of meetings aroused interest but the bank opted to put the IPO on hold. Six months later the company went back to investors with new numbers showing strong growth and quickly built momentum. Their judgement was vindicated when huge demand saw the deal upsized from £30m to £45m. CROSSING THE ATLANTIC Peel Hunt has subsequently hosted events in Seattle and California to promote the opportunity for other “swimmers” to cross the Atlantic. Research is at the heart of Peel Hunt’s offering and, while an implausible number of banks claim to be beneficiaries of MiFID II unbundling, the broker can prove it. Peel Hunt is now selling to 844 accounts, up from 450 last year, and downloads have more than doubled. On a like-for-like basis, revenues are up an estimated 10%. In the small and mid-cap space highly rated analysts are sought after. On the IPO of Bakkavor in November 2017, Peel Hunt was a junior in a six-bank syndicate, yet its analyst completed more than half of the 180-plus meetings in pre-marketing. Bain Capital hired Peel Hunt to work alongside JP Morgan on its first post-IPO sale of shares in TI Fluid Systems. Peel Hunt hadn’t worked on the IPO and four global banks that did were overlooked. “The quality of the analysts is crucial. We want to be number one in each sector as that attracts the best institutions and that brings the best issuers,” said Alastair Rae, co-head of ECM syndicate. Peel Hunt faced an additional challenge on Integrafin’s £178m IPO in terms of keeping the deal going when it was unclear if there was going to be any stock available. In the end, enough of the 630-strong shareholder register was convinced to sell 27% of the company but there was no certainty and still the sole bookrunner was able to build a multiple times covered book. When shares popped 29% on their debut, trading volume represented only 13% of the deal, showing how well allocated it was. Brightening up a dull August, Peel Hunt single-handedly raked in £60m for University of Oxford spin-off and NHS data partner Sensyne Health, despite its negligible turnover, lack of peers and complex story. Securing a £225m market cap off revenues of £800,000 required a remarkable feat of story-telling. The bank was clearly emboldened by earlier heroics as the first day of IFR’s review period marked the debut of ready-meal supplier Bakkavor. The bank resurrected the £261m IPO days after it was cancelled, going so far as to offer hard underwriting for the full deal size. Peel Hunt could make that offer because it reached investors the more senior banks
Canadian medical cannabis grower Tilray’s eye-catching Nasdaq debut in July legitimised cannabis as an institutional investment theme and proved a missed opportunity for Wall Street banks unable or unwilling to bank the emerging industry. But not for Cowen. The New York-based mid-market investment bank was already well aware of the cannabis industry and its global potential, proving nimbler than rivals to lead what was easily the year’s hottest and most talked about IPO. Cowen senior research analyst Vivien Azer was first to identify cannabis’s explosive growth potential in a ground-breaking initiation of research on the industry two years earlier. The view then, and now, was that the industry was a logical extension of a healthcare research practice. “We are a research-driven firm,” said Larry Wieseneck, co-president at Cowen and a longtime Lehman Brothers/Barclays banker who joined Cowen in late 2017. “We unabashedly believe in the value of our intellectual content and it has to be combined with real muscle.” Through a series of high-profile hires, Cowen has 10 analysts at managing director level in the healthcare group, covering everything from biotech to large pharma as well as diagnostics and medical devices. Overall, the bank covers more than 900 companies across seven verticals. Rivals, particularly at bulge-bracket firms, complain that Cowen “overpays”, but that only underscores Cowen’s dedication to research. With US Attorney General Jeff Sessions in January labelling cannabis a “dangerous drug” and “marijuana activity” a “serious crime”, on the one hand, and Canadian federal government legalising the green stuff in October, on the other, the July float needed careful planning. Cowen outlined a very specific strategy to Tilray management. The first step was a US$55m private placement in January to provide standalone funding and create a Canadian-domiciled corporate structure distinct from US private equity backer Privateer Holdings. In March, Tilray confidentially filed documents with US regulators and began an extensive investor education campaign in preparation for the IPO that canvassed some 300 institutions globally. “Every time we mentioned cannabis to most institutional investors they would begin to giggle and laugh,” said Tilray CFO Mark Castaneda. “They didn’t believe it was a real industry.” Cowen followed with a 9m-share, all-primary offering in July that it priced at US$17, above the US$14–$16 marketing range, and that it allocated 75% to US institutions and the balance globally – all institutional investors. Tilray landed the bulk of its working capital needs with a US$475m five-year CB in October that printed with a 5% coupon and conversion price of US$167.41 per share, a 15% premium at the time and nearly 10 times the IPO price. Cannabis is but one part of the healthcare operation. Cowen bookran 16 healthcare IPOs that raised a total of US$1.9bn. The bank’s bookrunner share ranked it fourth in the sector (second by number of deals) ahead of many bulge-bracket firms. Include follow-ons and the bank logged 68 deals totalling a league table share of US$3.45bn to rank it 13th in the US combined equity league table. Arguably, no client has been as emblematic of Cowen’s emergence as Bluebird Bio. Building from a co-manager role on the IPO five years ago, Cowen capped a long-standing relationship with a bookrunner slot on Bluebird’s US$632.5m follow-on offering in July. “If you work with the best companies and do a good job for them, they will come back to you,” said Grant Miller, Cowen’s head of capital markets. Allogene Therapeutics, a clinical stage biotech, is among the next generation of drug developers. In October, Cowen helped the company raise a mammoth US$372m on its IPO, the largest-ever by a biotech in that stage of development.
In a year when Hong Kong’s stock exchange passed reforms aimed at boosting its appeal to technology companies, it is fitting that the city’s biggest tech stock should be at the heart of the most significant – and impressive – deal of the year. Naspers’ HK$76.95bn (US$9.8bn) sell-down in internet giant Tencent Holdings showed that Hong Kong can compete on a level playing field with the world’s biggest equity financing venues. Asia-Pacific’s largest overnight block trade smashed a record in Hong Kong that had stood since Vodafone sold a HK$50.9bn China Mobile stake in 2010. It is also the third-largest on record anywhere in the world. The March 23 share sale was also the first from South African media and entertainment company Naspers, which had seen its US$32m investment in 2001 balloon to US$175bn. The deal was launched a day after Tencent announced its quarterly results. Slowing gaming revenues worried investors, dragging down the shares by 5% before the sell-down was announced. After months of preparations, joint bookrunners Bank of America Merrill Lynch, Citigroup and Morgan Stanley nevertheless went ahead and launched the offer of about 190m secondary shares, or about 2% of the company. Unlike a typical block trade in Asia, the deal was launched on a best-efforts basis without any wall-crossing and no price range at launch. Naspers, which still owns a 31.1% stake in Tencent after the trade, also said it had no intention of selling any more shares for at least three years. This allowed the banks to build a genuine, global book from the outset, creating competition among investors and ultimately leading to greater price tension. Launching without a price range also gave the leads more flexibility on pricing, which was critical to the deal’s success given that the Dow tumbled 2.9% during bookbuilding after Donald Trump announced fresh tariffs on Chinese goods. Tencent’s American depository receipts were still trading in the US, while Naspers – which trades largely as a Tencent proxy – is quoted in Johannesburg. Despite the challenges, the block was covered a few hours after launch and ended well oversubscribed with more than 300 investors participating. About an hour before the books closed, the leads issued guidance of HK$400–$410 per share or a discount of 6.7%–9%. The shares were eventually priced at HK$405 each, or a 7.8% discount to the pre-deal close of HK$439.40. The top 20 investors took around 60% of the deal and the top 10 bought 40%. Demand came from global top-tier long-only funds, sovereign wealth funds and hedge funds. Geographically, about 55% of demand came from Asia, 38% from the US and 7% from Europe. Tencent closed at HK$420 the day following the sell-down, a 4.4% drop on the day, but left investors who took part in the deal comfortably in the money. Naspers got the best of the bargain, however, after Tencent retreated from its first-quarter peaks. To see the digital version of IFR Awards 2018, please click here. To purchase printed copies or a PDF of IFR Awards 2018, please email firstname.lastname@example.org.
The HK$3.8bn (US$485m) IPO of Innovent Biologics proved Hong Kong could support major listings of pre-revenue biotech companies. Although not the first – or the largest – its flawless debut revived the stock exchange’s efforts to create a sustainable new sector. Hong Kong Exchanges and Clearing in April introduced new rules to allow the listing of dual-class shares and pre-revenue biotech companies with at least one product beyond the concept stage. Fourteen, mainly Chinese, biotech companies rapidly filed for Hong Kong listings. The first few deals, however, were disappointing, casting doubts on the city’s nascent effort to become a biotech listing hub. By November 15, shares of Ascletis Pharma, the first such listing under the new rules, had tumbled 42% since their August 1 debut. Hua Medicine and BeiGene, the other two newly listed biotech firms in Hong Kong, were 7.1% and 29% below their IPO prices, respectively. Temasek-backed Innovent, an anti-cancer drug developer with four antibody products in late-stage clinical trials, was the fourth biotech listing in the city. The offering was closely watched as another failed listing could well have shut the market. To raise its chances of success, Innovent secured 10 cornerstone investors for a total of US$245m, or 58%, of the float. Singaporean state fund Temasek, an existing shareholder, invested a further US$20m in the IPO. Other cornerstone investors included US venture capital firm Sequoia, Capital Group, Value Partners and Vivo Capital. The company also set a realistic valuation target, of about US$2.1bn at the top of the HK$12.50–$14.00 price range. That was much lower than the fair value guidance of up to US$3.8bn from one of the IPO sponsors during pre-marketing. Books, excluding the cornerstone tranche, were more than 10 times covered. Despite the overwhelming demand, the company priced the offer slightly off the top at HK$13.98 per share to raise HK$3.3bn, clearly with an eye on secondary performance. About 90% of the shares were allocated to long-only funds and healthcare specialists, 8% to hedge funds and 2% to others. The stellar aftermarket trading performance of Innovent threw a lifeline to biotech listing hopefuls, raising investors’ confidence in the sector. The company ended its first day of trading on October 31 with a 19% gain to HK$16.58. The stock hit an all-time high of HK$22.70 on November 15, or 62% above the issue price. A 15% greenshoe was subsequently fully exercised, raising an additional HK$496m for the issuer. China Merchants Securities, Goldman Sachs, JP Morgan and Morgan Stanley were joint sponsors. The four banks were also joint global coordinators with Huatai Financial and HSBC was a joint bookrunner. To see the digital version of IFR Awards 2018, please click here. To purchase printed copies or a PDF of IFR Awards 2018, please email email@example.com.
With FIG recapitalisations off the menu for the first time in years, a wave of M&A-based equity financings was expected to replace them in 2018. That wave, though, failed to materialise with just a few exceptions. And Cineworld was certainly exceptional. The UK cinema chain announced a transformative acquisition of US peer Regal Entertainment Group in early December 2017 for an equity value of US$3.6bn, taking its 2,227 screens up to 9,542 and accessing the US box office with annual takings of more than US$10bn. Doing so involved a £1.72bn rights issue that was larger than Cineworld’s market capitalisation of £1.54bn and would keep leverage in check at four times, well up from 1.5 pre-deal. The result was a hefty four new shares issued for every one share outstanding at 157p, a 34.1% discount to TERP. A volume underwrite from joint bookrunners Barclays, HSBC and Investec in early December provided Cineworld with comfort from the off that the deal could go ahead. “This was the most challenging risk in a very long time,” said Tom Johnson, head of EMEA ECM at Barclays. The rights issue was the largest in the UK since December 2015 and the second largest in EMEA in 2018 behind Bayer’s long-awaited €6bn capital increase in June. The initial response was poor, with shares falling 20% when the deal was leaked. Having the Greidinger family, Cineworld’s largest shareholder with a 28% stake, onboard at announcement a few days later was vital. Barclays provided a margin loan that allowed the family to remain whole. A deal that shot Cineworld from mid-cap to the fringes of the FTSE 100 index meant the banks couldn’t simply write a cheque and wait for shareholders to come in. There was no need to expend much effort on securing votes for the acquisition with the family already on board, which allowed everyone to focus on take-up. Management completed a global roadshow, meeting more than 115 investors between deal announcement and setting rights issue terms. The result was a 96.3% take-up, an exceptional result even in a good market, which was rarely the backdrop in 2018. The VIX volatility index jumped from 13.47 in the days before subscription began to 37.32 on day one, before falling again to 20.60 by the day after subscription wrapped up. As a rule of thumb, ECM struggles once the VIX pushes above 25. Even the rump showed heavy demand, with the top 10 orders taking around two-thirds of 40.38m shares sold at 238p, flat to the TERP at launch. Shares topped 320p in October. “For a UK mid-cap, this showed an unprecedented level of ambition,” said Johnson. The same can be said of the banks that shouldered the burden against a shocking tape and the investors that bought into Hollywood’s dream factory. To see the digital version of IFR Awards 2018, please click here. To purchase printed copies or a PDF of IFR Awards 2018, please email firstname.lastname@example.org.