PIK loan

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A PIK, or payment in kind, is a type of high-risk loan or bond that allows borrowers to pay interest with additional debt, rather than cash. That makes it an expensive, high-risk financing instrument since the size of the debt may increase quickly, leaving lenders with big losses if the borrower is unable to pay back the loan. [1]

Contents

Types

There are three types of PIKs, which are characterized by differences in interest repayment. [2]

True PIKs

True PIKs, also known as "mandatory" PIKs, establish the interest payment structure at the time of issuance. That is to say, there is "no variation from period to period other than as scheduled at the time of issuance". Interest is required to be paid solely in kind or through a combination of cash and in kind interest, and may shift to all cash at a given point in time, but all of this is predetermined and agreed upon at issuance. [2]

PIK toggles

PIK toggles, also known as "pay if you want", are slightly less risky than PIKs, as borrowers pay interest in cash and may "toggle" to payment in kind at the discretion of the borrower ("pay if you want"). [1] Sometimes, the borrower may also be able to PIK some portion of the interest (usually half) while paying the rest in cash; at times, only some of the interest may be paid in kind and the rest is cash-only. This also benefits borrowers, as they may opt for early payment of interest in cash, thereby minimizing the compounded payout at maturity. [3] The documentation often provides that if the PIK feature is activated, the interest rate is increased by 25, 50, or 75 basis points. [4]

The first company to try a PIK toggle was Neiman Marcus in late 2005. [5]

Contingent PIK toggles

This is a different type of PIK toggle, also known as "contingent cash pay" or "pay if you can", where borrowers pay interest in cash and only "toggle" to payment in kind under certain conditions; for example, if there is insufficient cash, usually determined by a cash flow trigger. [2]

Uses

PIKs are primarily used for leveraged buyouts, dividend recapitalizations, [6] and, more rarely, to finance acquisitions. [4]

Leveraged buyouts

In leveraged buyouts, PIKs is used if the purchase price of the target exceeds leverage levels up to which lenders are willing to provide a senior loan, a second lien loan, or a mezzanine loan, or if there is no cash flow available to service a loan (e.g., due to dividend or merger restrictions). It is typically provided to the acquisition vehicle, either another company or a special purpose entity (SPE), and not to the target itself.

PIKs in leveraged buyouts typically carry a substantially higher interest and fee burden compared to senior loans, second lien loans, and mezzanine loans of the same transaction. With yield exceeding 20% per annum, the acquirer has to be very diligent in assessing whether the cost of a PIK does not exceed the internal rate of return of equity investment.

Before the credit crunch of 2008, several leveraged buyouts have seen some secured second-lien term bank loans coming with PIK or, more frequently, PIK toggle features, in order to support the firm's ability to cover cash interest during the initial period after the leveraged buyouts. If the acquired company performs well, the PIK toggle feature allows the equity sponsor to avoid giving extraordinary returns to the PIK debt, which might happen if the debt were strictly PIK. The PIK toggle largely disappeared in the wake of the credit crunch, though in early 2013 there were signs of a tentative comeback. [7] Towards mid-2013, PIK toggle loans returned in force as the high-yield bond market in the United States and, to some degree, Europe shifted into high gear. [4]

Other examples

One high-profile use of PIKs involved the controversial takeover of Manchester United Football Club by Malcolm Glazer in 2005. Glazer used PIK loans, which were sold to hedge funds, to fund the takeover, much to the displeasure of many of the club's supporters, [8] because the burden of the debt was placed on the club itself, not the Glazers.

In January 2018, Irish entrepreneur Paul Coulson used a $350 million PIK bond to pay a dividend to a group of shareholders at the Ardagh Group, for which Coulson is the largest shareholder and chairman. The Financial Times interpreted the use of a high-risk PIK bond to be indicative of "the level of risk that debt investors are willing to tolerate as they seek higher yields in hot credit markets". [1] This was unusual because the PIK was raised by a newly formed holding company, with analysts and investors referring to the novel structure as a "SuperHoldCo PIK note" or "super PIK". [1]

Return and interest

PIKs are typically unsecured (i.e., not backed by a pledge of assets as collateral) and/or are characterized by a deeply subordinated security structure (e.g., third lien). [6] [9] Maturities usually exceed five years and the PIK usually carries a detachable warrant—the right to purchase a certain number of shares of stock or bonds at a given price for a certain period of time—or another mechanism that allow the lender to share in the future success of the business. This makes it a hybrid security.

PIK lenders, typically special funds, look for a certain minimum internal rate of return, which can come from three major sources: arrangement fees, PIKs, and warrants (there are also minor sources, like ticking fees). The arrangement fee, which is usually payable up-front, contributes the least return and serves to cover administrative costs. PIKs accrue interest period after period, thus increasing the underlying principal (i.e., compound interest). The achieved selling price of the shares acquired under the warrant is also a part of the total return of the lender. Typically, refinancing PIK loans in the first years is either completely restricted or comes at a high premium (i.e. prepayment protection) to meet the internal requirements of investing funds. [6]

Interest on PIKs is substantially higher than debt of higher priority, thus making the compound interest the dominating part of the repayable principal. In addition, PIK loans typically carry substantial refinancing risk, meaning that the cash flow of the borrower in the repayment period will usually not suffice to repay all monies owed if the company does not perform excellently. By that definition, PIK lenders prefer borrowers with strong growth potential. Because of the flexibility of the loan, there are basically no limits to structures and borrowers. Plus, in most jurisdictions the accruing interest is tax deductible, providing the borrower with a substantial tax shield.

See also

Related Research Articles

<span class="mw-page-title-main">Leveraged buyout</span> Acquired control over a company by the purchase of its shares with borrowed money

A leveraged buyout (LBO) is one company's acquisition of another company using a significant amount of borrowed money (leverage) to meet the cost of acquisition. The assets of the company being acquired are often used as collateral for the loans, along with the assets of the acquiring company. The use of debt, which normally has a lower cost of capital than equity, serves to reduce the overall cost of financing the acquisition. This is done at the risk of magnified cash flow losses should the acquisition perform poorly after the buyout.

<span class="mw-page-title-main">Debt</span> Obligation to pay borrowed money

Debt is an obligation that requires one party, the debtor, to pay money borrowed or otherwise withheld from another party, the creditor. Debt may be owed by sovereign state or country, local government, company, or an individual. Commercial debt is generally subject to contractual terms regarding the amount and timing of repayments of principal and interest. Loans, bonds, notes, and mortgages are all types of debt. In financial accounting, debt is a type of financial transaction, as distinct from equity.

<span class="mw-page-title-main">Loan</span> Lending of money

In finance, a loan is the transfer of money by one party to another with an agreement to pay it back. The recipient, or borrower, incurs a debt and is usually required to pay interest for the use of the money.

Credit risk is the possibility of losing a lender holds due to a risk of default on a debt that may arise from a borrower failing to make required payments. In the first resort, the risk is that of the lender and includes lost principal and interest, disruption to cash flows, and increased collection costs. The loss may be complete or partial. In an efficient market, higher levels of credit risk will be associated with higher borrowing costs. Because of this, measures of borrowing costs such as yield spreads can be used to infer credit risk levels based on assessments by market participants.

A variable-rate mortgage, adjustable-rate mortgage (ARM), or tracker mortgage is a mortgage loan with the interest rate on the note periodically adjusted based on an index which reflects the cost to the lender of borrowing on the credit markets. The loan may be offered at the lender's standard variable rate/base rate. There may be a direct and legally defined link to the underlying index, but where the lender offers no specific link to the underlying market or index, the rate can be changed at the lender's discretion. The term "variable-rate mortgage" is most common outside the United States, whilst in the United States, "adjustable-rate mortgage" is most common, and implies a mortgage regulated by the Federal government, with caps on charges. In many countries, adjustable rate mortgages are the norm, and in such places, may simply be referred to as mortgages.

Fixed income refers to any type of investment under which the borrower or issuer is obliged to make payments of a fixed amount on a fixed schedule. For example, the borrower may have to pay interest at a fixed rate once a year and repay the principal amount on maturity. Fixed-income securities can be contrasted with equity securities that create no obligation to pay dividends or any other form of income. Bonds carry a level of legal protections for investors that equity securities do not: in the event of a bankruptcy, bond holders would be repaid after liquidation of assets, whereas shareholders with stock often receive nothing.

Refinancing is the replacement of an existing debt obligation with another debt obligation under a different term and interest rate. The terms and conditions of refinancing may vary widely by country, province, or state, based on several economic factors such as inherent risk, projected risk, political stability of a nation, currency stability, banking regulations, borrower's credit worthiness, and credit rating of a nation. In many industrialized nations, common forms of refinancing include primary residence mortgages and car loans.

In economics and accounting, the cost of capital is the cost of a company's funds, or from an investor's point of view is "the required rate of return on a portfolio company's existing securities". It is used to evaluate new projects of a company. It is the minimum return that investors expect for providing capital to the company, thus setting a benchmark that a new project has to meet.

Mezzanine capital is a type of financing that sits between senior debt and equity in a company's capital structure. It is typically used to fund growth, acquisitions, or buyouts. Technically, mezzanine capital can be either a debt or equity instrument with a repayment priority between senior debt and common stock equity. Mezzanine debt is subordinated debt that represents a claim on a company's assets which is senior only to that of the common shares and usually unsecured. Redeemable preferred stock equity, with warrants or conversion rights, is also a type of mezzanine financing.

In finance, unsecured debt refers to any type of debt or general obligation that is not protected by a guarantor, or collateralized by a lien on specific assets of the borrower in the case of a bankruptcy or liquidation or failure to meet the terms for repayment. Unsecured debts are sometimes called signature debt or personal loans. These differ from secured debt such as a mortgage, which is backed by a piece of real estate.

A syndicated loan is one that is provided by a group of lenders and is structured, arranged, and administered by one or several commercial banks or investment banks known as lead arrangers.

In finance, leverage, also known as gearing, is any technique involving borrowing funds to buy an investment.

In finance, negative amortization occurs whenever the loan payment for any period is less than the interest charged over that period so that the outstanding balance of the loan increases. As an amortization method the shorted amount is then added to the total amount owed to the lender. Such a practice would have to be agreed upon before shorting the payment so as to avoid default on payment. This method is generally used in an introductory period before loan payments exceed interest and the loan becomes self-amortizing. The term is most often used for mortgage loans; corporate loans with negative amortization are called PIK loans.

A bond fund or debt fund is a fund that invests in bonds, or other debt securities. Bond funds can be contrasted with stock funds and money funds. Bond funds typically pay periodic dividends that include interest payments on the fund's underlying securities plus periodic realized capital appreciation. Bond funds typically pay higher dividends than CDs and money market accounts. Most bond funds pay out dividends more frequently than individual bonds.

<span class="mw-page-title-main">Mortgage</span> Loan secured using real estate

A mortgage loan or simply mortgage, in civil law jurisdictions known also as a hypothec loan, is a loan used either by purchasers of real property to raise funds to buy real estate, or by existing property owners to raise funds for any purpose while putting a lien on the property being mortgaged. The loan is "secured" on the borrower's property through a process known as mortgage origination. This means that a legal mechanism is put into place which allows the lender to take possession and sell the secured property to pay off the loan in the event the borrower defaults on the loan or otherwise fails to abide by its terms. The word mortgage is derived from a Law French term used in Britain in the Middle Ages meaning "death pledge" and refers to the pledge ending (dying) when either the obligation is fulfilled or the property is taken through foreclosure. A mortgage can also be described as "a borrower giving consideration in the form of a collateral for a benefit (loan)".

Mortgage underwriting is the process a lender uses to determine if the risk of offering a mortgage loan to a particular borrower under certain parameters is acceptable. Most of the risks and terms that underwriters consider fall under the three C's of underwriting: credit, capacity and collateral.

Collateralized loan obligations (CLOs) are a form of securitization where payments from multiple middle sized and large business loans are pooled together and passed on to different classes of owners in various tranches. A CLO is a type of collateralized debt obligation.

Venture debt or venture lending is a type of debt financing provided to venture-backed companies by specialized banks or non-bank lenders to fund working capital or capital expenses, such as purchasing equipment. Venture debt can complement venture capital and provide value to fast growing companies and their investors. Unlike traditional bank lending, venture debt is available to startups and growth companies that do not have positive cash flows or significant assets to give as collateral. Venture debt providers combine their loans with warrants, or rights to purchase equity, to compensate for the higher risk of default, although this is not always the case.

Asset Back Lending (ABL) typically provides collateralized credit facilities to borrowers with high financial leverage and marginal cash flows.

Distressed lending typically provides credit facilities to borrowers with good cash generation capacity but short-term liquidity issues.

References

  1. 1 2 3 4 Smith, Robert (16 January 2018). "Hot market greets 'super PIK' bonds sold by Irish billionaire" . Financial Times. Archived from the original on 2022-12-11. Retrieved 16 January 2018.
  2. 1 2 3 David A. Brittenham; Scott B. Selinger (Winter 2014). "Everything Old Is New Again: PIK Notes". Debevoise & Plimpton Insights. 14 (1). Retrieved 16 January 2018.
  3. Murphy, Paul (8 September 2016). "This is nuts. PIK toggle edition". FT Alphaville. Retrieved 16 January 2018.
  4. 1 2 3 Millar, Luke (9 May 2013). "PIK Toggle Bonds Gain Traction In Europe's High Yield Mart". Forbes. Retrieved 16 January 2018.
  5. "What is a high yield bond?". HighYieldBond.com. Retrieved 16 January 2018.
  6. 1 2 3 "PIK notes and loans". TreasuryToday.com. May 2008. Retrieved 16 January 2018.
  7. "Europe's CFOs Do the PIK Toggle Again". CFO Insight. Archived from the original on 4 August 2013. Retrieved 15 February 2013.
  8. "Credit crisis one year on: Risky debt notes could be a losing game" [ dead link ]
  9. "Understanding PIK". King & Wood Mallesons. 10 November 2015. Retrieved 16 January 2018.