Download - INVESTING IN DISTRESSED SECURITIES

Journal of Applied Corporate Finance S P R I N G 1 9 9 6 V O L U M E 9 . 1

Investing in Distressed Securities by Walter J. Bloomenthal,

BA Securities, Inc.

79JOURNAL OF APPLIED CORPORATE FINANCE

INVESTING INDISTRESSEDSECURITIES

by Walter J. Bloomenthal,BA Securities, Inc.

79BANK OF AMERICA JOURNAL OF APPLIED CORPORATE FINANCE

ways. It can be done in the workout area—that is, on the private side of the

information wall—in which case banks may take advantage (legally) of the

nonpublic information available to them through their direct relationships with

issuers. Trading in bank loans on nonpublic information is legal because bank

loans are not “securities” (although recent increases in the liquidity of the

secondary loan market are rapidly making this distinction less important for all

but lawyers) and because the transaction is an over-the-counter, private

transaction between sophisticated financial institutions with full disclosure of all

information.

Trading or investing in distressed assets can also be done on the public side

of the information wall, in which case investments can be made in all asset

classes—not only loans and trade claims, but notes, bonds, equities, warrants,

and options. To be permitted to engage in such public trading, however, traders

must have no access to nonpublic information—for example, no communica-

tion with account officers or credit officers, and no access to credit files or

nonpublic offering circulars.

Banks, including Bank of America (BAC), engage in both types of distressed

debt investing through various holding company affiliates. In such cases, the

activities must be kept completely separate; for legal and regulatory purposes

they fall on different sides of the information wall. This article focuses on

distressed asset investing on the public side of the information wall. My aim in

the pages that follow is to comment on recent trends in distressed investing and,

in the process, to describe how we at BAC approach this business.

ommercial banks trade and invest in distressed assets primarily for

one reason—to earn high risk-adjusted returns. Distressed invest-

ing activity within banks is generally undertaken in one of two

C

80VOLUME 9 NUMBER 1 SPRING 1996

AN EXAMPLE

In March of 1995, BAC invested $19.4 millionin privately placed notes of a property securitycompany. We purchased slightly over 25% of theissue at a price just under 74% of the notes’ facevalue. Based on our previous experience in thisindustry, we saw what we took to be an under-valued situation as well as an opportunity toadd value through our own actions as a credi-tor (actions that I discuss later). Six monthsafter our initial investment, the company wasacquired, its debt was repaid in full, and wereceived full return of our investment as well asa $6.9 million profit (in the form of capitalappreciation and past due and accrued inter-est). The raw return on our investment was over35%, or about 70% on an annualized basis.

WHY THE HIGH EXPECTED RETURNS?

At BAC, our investments in distressed assets areconfined largely to debt claims. We define distressedassets as those claims trading at 95% of par or lowerprimarily because the issuer is experiencing somedegree of financial difficulty.

As mentioned above, the main attraction of thisbusiness for commercial banks is the potential toachieve superior risk-adjusted returns. Such returnsare likely to be available for two reasons: (1) thearbitrage opportunity created by the regulatory/accounting process, which in turn affects commer-cial banks’ decisions to hold or sell loans; and (2) thecomparative advantage of banks in analyzing andvaluing complicated debt claims.

Commercial banks are attracted to distressedassets in part because, unlike their standard businessof making new-issue loans, investing in distressed debthas upside potential. For example, bank loans tradingwell below face value have a reasonable chance toincrease in value, and thus the expected returns havea relatively normal, or “two-tailed,” distribution. Tradi-tional lending, by contrast, has a one-tailed distributionin the sense that the value of loans rarely increasesabove the issue price (par) and may decline signifi-cantly in response to negative information or a default.The only news that generally affects the value of atraditional loan is bad news; good news will not causethe price to increase much, if any, above par. In fact,because of the “free” option (the ability to prepay at anytime without penalty) built into almost all traditionalloans, good news is likely to cause the issuer tonegotiate a reduction in its interest spread or, at the veryleast, to prepay the loan.

Distressed asset investments are made at adiscount to par, and thus there is upside as well asdownside potential. In fact, because most of the badnews has probably already been disclosed (which iswhy the asset is distressed), there may well appearto be more potential upside than downside forinvestors in such deals. The size of the returnobviously depends on the price of the asset inrelation to its eventual value.

Of course, in a reasonably efficient market, theprice of a loan after the bad news is out should adjustso that new investors are promised only an adequate,or “fair,” rate of return on their investment—fair, thatis, for the level of the risk assumed. And in recentyears, the secondary market for distressed loans hasbecome somewhat more liquid and thus, presum-

ably, more efficient. But, at the same time, the levelof risk associated with distressed loans is likely to beconsiderably higher than the perceived risk ofhealthy loans, and the expected returns should becommensurately higher. (That is an important part ofthe definition of an “efficient” market.) And, as Idiscuss below, there are some reasons why commer-cial banks may have a comparative advantage bothin assessing and in managing such risks.

Regulatory/Accounting Arbitrage

There are regulatory/accounting pressures oncommercial banks (and, to a lesser degree, insur-ance companies) that create opportunities for in-vestors to acquire distressed bank loans (and pri-vate placements) at attractive prices. Commercialbanking is, of course, a heavily regulated industry.And, when faced with the regulatory “costs” ofhaving large amounts of “nonperforming” or “criti-cized” loans, many banks find it preferable to sellthe loans—even at prices that reflect less than theexpected recovery. In fact, a quirk of regulatoryaccounting ensures that the only way for a bank toend regulatory scrutiny of a nonperforming loan isto sell it. For, even if a charge is taken against aloan and the loan’s value is written down, theremaining value (cost minus writedown) continuesto be classified as nonperforming.

Another reason banks often sell distressed assetsis “lender fatigue” in combination with the economics


of the workout process. In many cases, banks oftendecide it is not worth the cost of continuing the attemptto restructure a troubled loan, especially if the amountis relatively small—say, less than $5 million.

Thus, as banks periodically come under pres-sure to “clean up their balance sheets” by reducingtheir levels of nonperforming and criticized assets,they have incentives to sell such assets—again, atprices potentially below the present value of ex-pected interest and principal payments. In additionto this regulatory motive, U.S. tax laws encouragesuch sales by allowing banks to deduct their losseson such loans from ordinary operating income. Atthe same time, the buyers of such assets, whethercommercial banks or otherwise, will buy those assetssolely for economic reasons. And such buyers,including other commercial banks, will place theassets in a trading account. In contrast to bankregulatory accounting, assets carried in a tradingaccount are valued at market prices—that is, thereare no nonperforming or criticized assets and noreserves to be held against them (that kind ofinformation about expected losses has already beenincorporated into the market price of the loans).

In sum, distressed assets are often sold by banksfor regulatory or accounting reasons and purchasedby investors for their economic value. And, becausethe regulatory stigma associated with nonperformingor criticized assets makes them worth less to theoriginating bank than an outside investor, there issome opportunity for arbitrage.

The Real Effects of Regulatory Accounting

In attempting to understand selling banks’ be-havior, it is also important to keep in mind thatregulatory accounting can have “real” effects. Thearbitrage opportunity in buying distressed debtstems not only from regulators and regulation, butalso from the ways in which the stock market’sevaluation of banks is affected by regulations andregulatory accounting. When regulators criticizeloans or classify them as nonperforming, thoseactions have the effect of reducing banks’ reportedearnings (by requiring higher levels of reserves) aswell as various credit performance ratios. Studies ofthe correlation between banks’ stock prices andreserve levels have shown that the market dislikesreserve levels that are either too high or too low. Theclear message here is that the market does not liketo be surprised!

The following scenario was played out repeat-edly during the early ’90s: Bank ABC has set itsreserves at a certain level based on losses expectedin its credit portfolio, and has shared those expecta-tions with bank stock analysts. Enter the regulators,who in the name of conservatism classify a larger-than-expected percentage of ABC’s loans asnonperforming (even though many of them may becurrent on their payments). As a consequence, ABC’squarterly earnings and credit performance ratiosdisappoint the analysts, and the bank’s stock pricedrops sharply. In response, the bank’s managementattempts as soon as possible to sell enough criticizedor nonperforming loans to get the portfolio back inline with expectations.

One might be tempted to blame the stockmarket for this seemingly shortsighted behavior bybanks. But the market’s problem with underfunding(and overfunding) of reserves can be traced toinvestors’ lack of good information about bankassets. Commercial banks’ wholesale loan portfoliosare basically “blind pools,” which means that theidentity and value of individual assets that make upthe pool are not disclosed. And, since investorsunderstandably tend to discount asset values tocompensate for their own uncertainty, any surprisebrings home to them their informational disadvan-tage—and the market reacts strongly and negatively.

Making matters worse for bankers—and enlarg-ing the arbitrage opportunity—when a Federal ReserveBoard regulator classifies as nonperforming a nationalloan held by an agent bank, it is automatically “classi-fied” at all of the banks in the bank group. Conse-quently, one sale by a bank will often lead to sales byseveral other members of the bank group. Thus,nonbank buyers of classified assets may have a poten-tial advantage over banks in that the “classified” des-ignation is of no consequence to such buyers.

We have also seen similar responses to regula-tory action by insurance companies, thus sometimescreating buying opportunities for distressed inves-tors in private placements. For example, our 35%return on the private placement issue mentionedearlier derived in part from our perception (whichturned out to be correct) that excessive regulatoryconcern by the NAIC had artificially depressed thevalue of the notes. As a general rule, however, theselling behavior of insurance companies is less drivenby regulation than that of commercial banks, and soopportunities for regulatory arbitrage in private place-ments have been fewer than in distressed bank loans.

The level of risk associated with distressed loans is likely to be considerably higherthan the perceived risk of healthy loans, and the expected returns should be

commensurately higher. And there are some reasons why commercial banks mayhave a comparative advantage both in assessing and in managing such risks.


Comparative Advantage

The regulatory arbitrage described above ap-plies only to bank loans and certain private place-ments. It does not apply to financial institutions’holdings of public bonds and equities, which areliquid, exchange-traded instruments that are gener-ally marked to market. If commercial banks have acomparative advantage in investing in distressedpublic bonds, that advantage can be expected tocome from bankers’ experience in assessing the risksof corporate debt claims and in analyzing the valueof a company in relation to its capital structure.

And, to the extent some banks do have anedge in valuing corporate debt of all kinds, thatcapability will come from three sources of humancapital that are consciously developed and culti-vated in large banks: (1) a large number of peopleand processes dedicated to determining whether ornot a company will be able to repay its debts (“thecredit process”); (2) a small, highly specializedgroup of people with a lot of experience withcomplicated out-of-court and Chapter 11 reorgani-zations (the “workout” or “special asset” area); and(3) a relatively small, moderately specialized groupof people with market knowledge and informationabout loans (the “loan syndication/loan trading”area). In some combination of people from thesethree disciplines lies the potential for a profitabledistressed trading/investing group. And if you addto the talents of these three groups the newlyacquired fixed-income research capabilities of manybanks’ Section 20 subs, you may have additionalsynergies for distressed investing.

Opportunities in Trading Distressed Debt,Public and Private

The relative advantage of banks over manynonbanks in analyzing and valuing distressed debtstems in large part from banks’ specialization in morecomplicated or smaller, typically unrated transac-tions. While rating agencies tend to concentrate onlarge companies whose long operating histories

have generated lots of publicly available informa-tion, banks are willing to lend to complicated andsmaller companies with little or no track record, inlarge part on the basis of expected future perfor-mance. Most bond rating agencies base as much as40% of their rating on a company’s size, thusautomatically consigning even the most profitablesmaller firms (anything below about $200 million) tonon-investment-grade ratings. Banks have moretolerance for complexity and small size, and willaccordingly spend more time analyzing future cashflows, different capital structures, and various upsideand downside scenarios.

Banks take such pains because the relativescarcity of information about small companies gen-erally allows them to command higher yields—or a“liquidity premium,” if you will—when pricing theloans. Moreover, banks have ways of structuringtransactions to reduce their credit risk. For example,they routinely include various covenants in the loandocuments that increase their ability to monitor theloan and take action at the first sign of difficulty. Andthey often take collateral (whose value they are oftenable to readily assess and monitor), which increasesthe chance of a significant recovery in the event offinancial trouble.

In practice, every bank has its own view ofexpected losses in the event of default—or, alterna-tively, of the percentage of the loan’s value thebank expects to recover if the borrower defaults.Banks’ expectations for recovery, moreover, oftendiffer greatly among individual transactions, basedon the parameters of a given deal and the bank’sexperience (and effectiveness) in working out badloans. While data on percentage recoveries is readilyavailable for bonds, such data is not generallyavailable for bank loans. Thus, banks’ greater abil-ity to assess recovery levels in a default situationmay represent an important comparative advantageover nonbanks in trading distressed bank loans.While this kind of expertise can be replicated tosome extent simply by hiring people from banks,the large and sophisticated (and expensive) “infra-structure” remains at the bank.1

1. There is a great deal of knowledge and experience that resides in acommercial bank. Much of it, moreover, is “specific” as opposed to “general”knowledge—that is, the kind that cannot be reduced to a manual or transferred toothers with a computer program. It comes about from the credit process, as directedby the Chief Credit Officer and transmitted throughout the organization by thepolicies and actions of the Credit Policy Committee. While individuals may haveinformation or knowledge about certain individual transactions, it is the institution

that serves as the repository of the collective experience of its members. In thissense, the knowledge and experience of the institution is greater than the sum ofits parts. As just one example, commercial banks have a great deal of statisticalinformation about default rates, credit rating migration, and recoveries fromdefault. And, while individuals may possess some of this information, only theinstitution has access to the sum total of this kind of knowledge.


In general, then, the riskier a credit becomes,the more valuable is the kind of detailed creditanalysis performed by bankers—especially when setagainst the conventional rating analysis that reliesalmost entirely on public information and pastfinancial statements. At the point at which a loan orbond defaults, the public rating on that instrumentis probably of little value, and the information onwhich the rating is based is very likely to be stale. Forthis reason, bankers’ advantage in analyzing andvaluing smaller, more complicated transactions in-creases as the credits become more risky—andprobably reaches its peak when issuers default andconfusion reigns.

Opportunities in Trading Post-BankruptcyEquities

Because some distressed debt claims are satis-fied by the issuance of common or preferred stock,distressed asset groups will also, over time, gainexperience and information about equity invest-ments in distressed companies. And, to the extentsuch experience and knowledge is not widelyavailable in the broader market, there may beopportunities to invest profitably in such equities,particularly in those situations where the bankalready has a relationship.

Until recently, banks have typically sold anyequities they received in exchange for debt claims inbankruptcy, rather than holding in anticipation ofprice increases. Such sales have generally caused theprice of the equities to decline. And, because post-bankruptcy equities are initially not followed bymany equity analysts, the prices tend to remaindepressed for a time. In fact, these two factors seemto have worked together to create the followingpattern: The price of stock issued by post-bank-ruptcy companies, while declining shortly after thecompany emerges from Chapter 11, tends to riseover the next 12 months as the banks sell and thecompany begins to be followed by an increasingnumber of equity analysts. This pattern—which hasbeen observed by a number of investors (and hasbeen the subject of at least one article)2—wouldappear to hold out a profitable trading opportunity.

Of course, once enough investors see thepattern and attempt to exploit it for gain, this kind

of “trading rule” tends to lose its effectiveness veryquickly. When that happens (and it likely alreadyhas), reliable opportunities for profit will becomerare. And, given that some percentage of thesefirms will wind up back in Chapter 11, investorsmust be highly selective in choosing among theequities of post-bankrupt companies. But it is insuch selective investing—that is, in being able todistinguish the eventual winners from the losersamong this group of firms—that some banks arelikely to have an edge.

VALUING DISTRESSED SECURITIES

There are three basic methods of valuing acompany that are used by a distressed assetgroup, none of which are unfamiliar to commer-cial bankers or corporate finance specialists. Allthree methods have specific applications to indi-vidual situations.

One well-known method is to discount antici-pated net after-tax cash flows back to a net presentvalue (DCF) using an appropriately risk-adjusteddiscount rate—one that reflects the issuer’s leverageratio as well as the risks of its business. The DCFmethod has long been the standard method forvaluing sub-investment grade loans, especially le-veraged or structured loans—or at least those that arecurrently expected to meet their payments withoutmuch difficulty.

The DCF method, however, has one majorshortcoming: the valuation is only as good as theaccuracy of the assumed cash flows. Thus, if the cashflows used in the model are inaccurate, the valuationwill be wrong even though the model itself ismathematically correct. And this potential weaknessof DCF can be disastrous in cases of great uncer-tainty. For example, if you study those leveraged orhigh-yield transactions that failed (either defaultedor had to be significantly restructured), you will tendto find that the projected cash flows were excessivelyoptimistic, generally because volume or marginassumptions did not materialize.

For these reasons, DCF is much more likely tobe used for relatively less distressed situations andfor real estate transactions—both cases in which theforecast of expected cash flows is likely to be fairlyreliable. Moreover, when banks do use DCF in more

2. See Herb Wagner, Mark Van De Voorde, Al Yoshimura, Luisa Longo, &Quinn Fanning, “Post-Bankruptcy Equity Performance,” Journal of Finance (1996).

Bankers’ advantage in analyzing and valuing smaller, more complicated transactionsincreases as the credits become more risky—and probably reaches its peak when

issuers default and confusion reigns.


distressed situations, they will often use a DCFanalysis that is modified to compensate for the lackof complete information about cash flows. Such a“modified” DCF involves bankers’ setting their bestguess of gross levels of cash flow available (operat-ing income plus asset sales) against their scheduleddebt obligations, and evaluating the probability ofrepayment on that basis.

Another valuation method—in some waysmore useful in distressed investing than DCF—isto examine other instruments of the issuing com-pany, or comparable instruments issued by simi-lar companies, and to determine how and atwhat levels they trade (in terms of price, mul-tiples, ratios, expected recoveries from default,and so forth). In some cases, this “comparison ofsimilars” method may turn out to be less precisethan DCF (because no two companies are ex-actly alike), but it has the distinct advantage ofbeing very market-driven. If the method ofcomparables is not used as the first or mainapproach, it will usually be used to validate thevalue obtained by using one of the other twomethods. It is also useful for getting an approxi-mate value when there is less than completeinformation about the instrument in question.

A third method is to value a company’s assetsat “hammer” prices and then compare those assetvalues with debt levels. While this method does notnecessarily provide an accurate ongoing businessevaluation, it does give a useful estimate of liquida-tion value. This is not very different from thevaluation methods used for secured loans, espe-cially business credit loans secured by inventoryand receivables.

In riskier and highly distressed credits, esti-mates of liquidation values together with the methodof comparables tend to provide the most reliablebasis for investment decisions. The modified DCFdescribed earlier can be used to supplement andprovide additional insights. But if there is a largediscrepancy between the results obtained with thedifferent valuation methods, we immediately re-spond by re-examining the cash flow assumptionsused in the DCF model. Because of the confusionand uncertainty in the bankruptcy/workout pro-cess, it is usually difficult to project cash flows withany degree of confidence. And, as a general rule,the closer a credit comes to failure, the less reliableis the information on which DCF estimates arebased.

AN EXAMPLE (Continued)

In the case of the security company discussedearlier, we valued the distressed notes of thesecurity company using both the market com-parable method and a modified DCF (or “fun-damental analysis”) technique. We reviewedthe operating history of the company and cameto some conclusions about future operatingcash flows. We then viewed the potential cashflows in the context of the company’s capitalstructure and debt levels, and decided that wehad found an investment with superior relativevalue.

For this reason, then, the valuation of distressedassets tends to rely most heavily on marketcomparables and liquidation values. And, as sug-gested earlier, large commercial banks are likely tohave developed the capabilities for this kind ofanalysis. Distressed asset groups operating in largebanks may be able to rely on their workout orbusiness credit groups to help provide reliableestimates of asset values in the event of liquidation.They can also draw on their loan syndication andhigh-yield bond trading groups for the marketinformation necessary for identifying and pricingcomparable transactions, as well as their own expe-rience in such markets.

ACTIVE VS. PASSIVE INVESTING

Besides determining which assets and assetclasses to invest in, investors in distressed assets mustdecide what role they wish to play, if any, ininfluencing the outcome of their investments. Activeinvesting typically means negotiating directly withthe issuer and with various creditor groups. Andalthough active investing generally provides higherreturns, it also requires larger investments to have ameaningful position and say in the negotiations.

Although this is an oversimplification, let mestart by suggesting that there are two basic ap-proaches to active investing in distressed securities.The first approach involves participating in, and insome cases even initiating, a restructuring of claimsthat increases the probability of repayment bystrengthening the viability of the issuer. In so doing,it has at least the potential to increase the value of allcreditors’ claims. The second approach, sometimes


associated with the name “vulture” investing, at-tempts to profit primarily by transferring value fromother creditors—that is, by maximizing the value ofone creditor class at the expense of other classes. Forexample, some investors purchase large enoughpositions in distressed situations to block reorgani-zation plans approved by other creditors, and thenuse their blocking power to hold out for better termsthat come at the expense of other creditors. Inanother strategy commonly used in the early ’90s,vultures purchased public subordinated debt inhighly leveraged transactions, and then used chargesof fraudulent conveyance to attempt to gain conces-sions by senior creditors.

In general, then, this second kind of distressedinvesting aims primarily to increase the investor’sreturns at the expense of other creditors—and, insome cases, to the detriment of the debtor firm.Because of the negative publicity that comes withthis approach, commercial banks tend to avoid it.Vulture investors thus tend to be independent orunaffiliated advisors or agents (including mutualfunds) that use other investors’ funds. To the extentthey place a great deal of value on their relationshipswith their corporate clients, banks are usually reluc-tant to put themselves into a contentious position vis-à-vis any debtor corporation (unless, as discussedbelow, they are the original lenders and the debtorfiles Chapter 11). For, even if a bank did not have arelationship with the issuer of a distressed debtclaim, it might have a relationship with companies inthe same industry (or a member of the distressedfirm’s board of directors might be a senior executiveof an actual or prospective client).

Besides preserving their reputations as relation-ship bankers, commercial banks are also concernedabout how regulators and other banks would viewthem if they were to participate too aggressively ina bankruptcy or workout process in which they werean investor as opposed to an original lender. Bankstend to see each other time and again in differentworkout situations, and the value of maintaining areputation as a “reasonable player” also helps ensurethat a bank will not generally attempt to run orinfluence a workout solely for its own gain.

This is not to suggest, however, that banks donot act vigorously to protect their own interests,particularly when they are part of the original lendergroup and the debtor has filed for Chapter 11. As ageneral rule, banks are easier to deal with thanbondholders outside of Chapter 11 because banks

can generally amend a loan much more easily thanan indenture trustee can amend a bond. But, once adebtor files, the original banks may in fact be lesswilling than some bondholders to make any conces-sions because the banks carry the loan at cost andwant to be repaid in full. By contrast, owners ofbonds carry the securities at market, the bonds arerelatively liquid, and bondholders are generallymore apt to strike a deal at market prices.

For this reason, then, a distressed companyprobably has a better chance of striking a workabledeal in a bankruptcy situation with a group of banksthat are distressed investors than with either unaffili-ated vultures or the original lenders. As investors indistressed situations, banks will negotiate directlywith issuers and other investors provided it can bedone in a constructive, non-confrontational way.

AN EXAMPLE (Continued)

In the case of the security alarm companydescribed above, we were able to increase ourgain through active negotiation with the obligorand other parties in the workout process. Nego-tiations on our part allowed all the noteholdersto secure a $7.7 million “make-whole” payment(our share $2 million) that was destined forforgiveness prior to our involvement. Becausethe notes were fixed rate, there was an addi-tional source of value from the reductions ininterest rates that occurred after the issuer sus-pended payments but prior to our purchase.Although this may seem like a fairly obviousbargaining point, the negotiations that tookplace prior to our purchase had not focused onthis source of added value—perhaps because ofa highly fragmented creditor group that ourpresence helped to unite.

CONTROLS AND HEDGING

Once a distressed trading/investing group hasbeen formed, tactics and strategies have been de-veloped, and valuation methods have been deter-mined, it is also important to set portfolio guide-lines and limits. Traditional concentration limits—for example, no more than 5-10% in any singletransaction, and no more than 10-20% in any oneasset group or industry—should be strictly en-forced. Management might also want to require

In riskier and highly distressed credits, estimates of liquidation values together withthe method of comparables tend to provide the most reliable basis for investment

decisions. The modified DCF described earlier can be used to supplement andprovide additional insights.


that at least 50% of “par” fixed-rate assets be hedgedagainst interest rate risk.

In terms of asset classes, bank debt is generallyless liquid than securities (bonds and equities), butits value is also less volatile, and so less vulnerableto market movements. Because of its floating-ratenature, bank debt also generally doesn’t have to behedged against interest rate risk. Bonds, by contrast,face interest rate risk that should be at least partiallyhedged (depending, as I discuss below, on thepurchase price and debt rating). Bonds are moreliquid and more volatile than bank debt, and they canbe easily purchased in smaller dollar amounts (lessthan $5MM). Public equities are usually very liquid,are also more volatile than bank debt, and can bepurchased directly or through the use of options.

I would not expect to see more than 10% ofequities in our distressed asset portfolio, and thepercentage of bonds should tend to average about50% to 60%. To the extent that hedges are called for,they can be accomplished with interest rate swaps ona portfolio or “gap” basis. As assets become moredistressed, however, their values become more“transaction-sensitive” and less market or interest-rate sensitive. (And, thus, because co-variance analy-sis doesn’t work very well, the standard market andinterest rate hedging techniques become less usefulin such cases.) For this reason, the rule of thumbwithin the industry is that any bond that trades at 85or lower probably does not need to be hedgedagainst interest-rate movements.

In sum, there is no specific portfolio model thatseems to work particularly well for distressed assets.Common sense (which plays a key role in managingthis business) suggests that the best policy is to avoidexcess concentration in any one area and to spreadinvestments among various industries, asset classes,price ranges, and maturities. Timing can also be animportant factor in the following sense: Distressedbonds often exhibit increased price volatility in thefourth quarter, as investors attempt to “lock-in” theirprofits for the year and fix their year-end balancesheets. Consequently, some investors will consciouslyreduce their bond portfolios prior to the fourthquarter, while other investors look for buying oppor-tunities on price dips.

COMPENSATION POLICY AS CONTROL

Besides guidelines and monitoring, anotherimportant source of control and accountability (as

well as motivation) in a distressed trading assetgroup is compensation policy. Since distressed assetinvesting is a transaction-oriented activity, with aprimary object of achieving attractive returns, thecompensation policy for the group can be especiallyimportant. The goals of any compensation policy fordistressed asset traders should be as follows: (1) toset the expected level of pay in such a way that it bothrewards superior performance and avoids turnoverof key people; and (2) to align the individualincentives of the traders as closely as possible withthe interests of the bank’s shareholders by makingthe actual level of pay vary as directly as possiblewith performance.

It is often easier for a bank to establish a specificcompensation plan for a distressed trading groupthan for other areas of the bank because distressedtrading operates largely independently of otherareas of the bank. Although most of the traders inBAC have been trained at Bank of America—andthough we regularly draw on the bank’s store ofexperience in matters such as recovery rates andcurrent loan pricing—the main asset a commercialbank provides its distressed trading group is capital.And, because the revenues and expenses of adistressed trading operation can be readily identified(and its assets are regularly marked to market),measuring performance is fairly straightforward.

How does compensation function as a controldevice? Consider the hypothetical case of a dis-tressed trading group operating with a budget, butno well-defined compensation plan. Without such aplan, distressed asset traders are likely to allow theirinvestment decisions to be influenced by how thegroup is doing vis-à-vis budget. For example, if thegroup is well below budget, traders may chooseseveral high-risk investments in an effort to make upthe shortfall in a hurry—and the result could well beexcessive risk-taking (also known as “Alpha” error).Alternatively, if the group is well above budget, thentraders are likely to be prone to the opposite error—excessive conservatism, a failure to seize profitableopportunities (“Beta” error)—because they don’tshare in the upside.

To control both excessive and less-than-optimalrisk-taking, a logical compensation plan wouldsimply pay distressed asset traders a percentage oftheir operating income (net of cost to carry and anymarket adjustments). The percentages should bebased on a knowledge of “the market” compensa-tion for traders—and they should probably increase


with higher levels of operating income and return.Also, based on the market timing and price volatilitypattern just noted, a compensation plan based on aSeptember 30 year end would give the traders apotential advantage to make attractive investmentsduring the fourth quarter.

Another potentially useful feature of the plan isto defer payment of a portion (say, 20%) of theannual incentive bonus payment over a two- orthree-year period. By deferring part of the currentbonus and making payout depend on continuedemployment—and perhaps combining this featurewith options or co-investment by the traders—thecompensation plan would help give traders a longer-term perspective and reward them for consistency aswell as current levels of performance.

CONCLUSION

Commercial banks trade/invest in distressedassets in order to generate attractive risk-adjustedreturns. Superior returns are the result of the upsidepotential inherent in distressed assets, a regulatory/accounting arbitrage that exists for bank loans, andbanks’ comparative advantage in valuing compli-cated debt claims. The arbitrage exists becausebanks can eliminate nonperforming or criticizedassets by selling them to investors that are either notbanks and/or carry the assets in a trading account;in either case the nonperforming or criticized natureof the asset is no longer relevant.

Commercial banks’ ability to value distressedassets is based on three of the basic strengths of theirbusiness: (1) the credit process; (2) the workoutprocess; and (3) the syndication and loan tradingprocess. Although discounted cash flow (DCF) tech-niques are used in some instances, the most commonmethods used to analyze distressed asset invest-ments are asset liquidation valuation and marketprice comparisons of similar instruments.

Having chosen what securities or loans inwhich to invest, banks can pursue one or more ofthree basic approaches to monitoring and other-wise influencing investment outcomes. The first is

passive investing—identify potential bargains andsit back and watch. The second may be described asvalue-increasing active investing—improve the ef-ficiency with which the company is run, or at leastwork to reduce conflicts among creditors and inves-tors, so as to ensure that more is left over forcreditors (and shareholders) to divide at the end ofthe negotiating process. Third is value-transferring,or “vulture” investing—using inefficiencies in thebankruptcy law and reorganization process to en-large one’s own slice of the pie at the expense ofother creditors and investors.

As original lenders, banks can be very difficultto negotiate with after a company files Chapter 11.Regulatory procedures and accounting, combinedwith the inefficiency of the Chapter 11 process, makebanks unlikely to accept any concessions that wouldweaken their security in such circumstances. Out-side of Chapter 11, however, or as investors indistressed securities (as opposed to original lend-ers), commercial banks’ interest in preserving theirreputations as relationship bankers tends to leadthem either to be passive investors or to play agenerally constructive role in reorganizations. As ageneral rule—but by no means, of course, in allcases—bankers tend to favor negotiations in whichall (or most) parties to the transaction benefit be-cause of their general “relationship” orientation.

As distressed asset investing continues toexpand at banks and other financial institutions,the growth will increasingly be in other assetclasses, such as equities, trade claims, and evenoptions. Once their track record in such invest-ing becomes established, banks will eventuallyseek funds from external investors to manage,either side-by-side with their own investments orindependently of them.

With more investors and capital moving intothe markets for distressed trading, the marketsthemselves can be expected to become more liquidand efficient. And such increases in liquidity andefficiency will ultimately mean an easier time forthose companies seeking to work out of financialdifficulty in the future.

WALTER BLOOMENTHAL

is Senior Managing Director of BA Securities, Inc. and runsBASI’s Distressed Asset Trading group.

Banks tend to see each other time and again in different workout situations, and thevalue of maintaining a reputation as a “reasonable player” also helps ensure that a

bank will not generally attempt to run or influence a workout solely for its own gain.

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