Barclays recently completed a sale of assets that reminds me about Merrill Lynch’s Lone Star transaction a while back. In the Loan Star transaction, Merrill Lynch sold a CDO portfolio to the private equity firm. It provided non recourse financing for the transaction and effectively received 5.5c in equity for the portfolio. Merrill Lynch maintained most of the downside and retained none of the upside beyond the repayment of the loan.
The Barclays deal seems to leave even more money on the table than Merrill’s. Read their press release here. The balance sheet of the company will look something like …
Assets:
- USD 12.3b of “credit market assets,” mainly ABS CDOs / RMBS / CMBS
- USD 800m of Treasuries
Total: USD 13.1b
Liabilities / Equity:
- USD 12.6b loan from Barclays at Libor +275bp
- USD 450m of additional funding by LPs amortized over 5 years with fixed payment of 7%
There are several extraordinary features of this transaction.
(1) The loan amount is greater than the credit market assets.
(2) “Protium’s cashflow from its assets will be used first to service payment of management fees and distributions to the partners as a priority and subsequently to service payments of interest and principal on the Barclays loan.” Essentially, Barclays loan is subordinated to the “equity” of the partners !!
Barclays claims “The Transaction is part of an ongoing process in Barclays to manage down the quantum and volatility of its credit market exposures as it seeks to protect and enhance the interests of shareholders.” However, it later says “We are not seeking through the Transaction to effect a change to our underlying credit risk profile.” Barclays effectively admits that it is not offloading any risk in this transaction. Instead, they are simply moving assets from their MTM trading book to their accrual loan book. The benefit is “greater predictability of income” as they will no longer have to mark the assets to market, but rather lock in the price of USD 12.3b.
This is quite a price for shareholders to pay for an accounting trick. But damn it must feel good to be a ex Barclays banker at Protium.
Some more commentary …
http://www.guardian.co.uk/business/2009/sep/16/barclays-sells-toxic-assets1
http://www.reuters.com/article/marketsNews/idUSN1628688420090916
http://www.ft.com/cms/s/0/2443b87a-a2ce-11de-ae7e-00144feabdc0.html
http://www.ft.com/cms/s/0/72e03676-a2ff-11de-ba74-00144feabdc0.html
http://ftalphaville.ft.com/blog/2009/09/16/72321/a-definite-transfer-of-value-away-from-barclays/
http://ftalphaville.ft.com/blog/2009/09/16/72316/the-smart-bit-in-barclays-smart-securitisation/









