Vector Group convertible bond constructed to shield taxes

Fri Nov 16, 2012 10:14am EST

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NEW YORK, Nov 16 (IFR) - Say what you want, but the business of manufacturing cigarettes is a highly lucrative one that lends itself to repeat customers.

Vector Group, the fifth-largest manufacturer in the US, is known not only for innovation in the manufacture of smokes but its unconventional use of the capital markets as well.

The latest example came in the form of a highly-structured US$200m, 6.2-year convertible bond that featured a full pass-through of common stock dividends and a stock-loan facility. Both the pass-through mechanism and stock-loan arrangement make the security easier to sell - but also appear to drive up costs for the issuer.

Here is how the situation played out.

Vector Group agreed to lend Jefferies up to 6.1m Treasury shares, half up-front at a fixed price and the remainder depending on need and at then-prevailing prices.

Jefferies, sole books on the CB, placed the initial 3.05m shares long into the market like a typical stock offering. But unlike a typical stock offering, the shares placed are to be returned to the issuer on maturity of the CB.

The stock sale, which occurred last night at US$14.80, a 2.6% discount to last sale and setting the reference price on the CB, creates a synthetic short position that is offered on swap to buyers of the CB. Stock loan facilities are common in situations where borrowing may be problematic because of costs or availability.

The pass-through mechanism, the second unorthodox feature, entitles CB holders to the proportionate share of dividends paid out to common stock holders. At the current US$1.60 annual payout, a 10.1% yield at pricing, the additional consideration is not insignificant - typically, CBs provide protections on dividend increases through upward-adjustment to the conversion ratio.

The net result is that, although the security priced with a 2.5% coupon, CB investors could receive an 11.2% return annually if the current dividend rate remains the same: US$25 on the base coupon and US$86.50 pass-through dividends per US$1,000 par bond. Juxtaposed against a 25% conversion premium, the security looks ridiculously cheap.

"If you're an outright investor that believes in the company, you would much rather own the convertible over the common," said a rival CB banker. "The return profile is so much more preferable and you are more senior in the capital structure."

JUST PASSING THROUGH

The logic of issuing this security rather than common stock is not straightforward.

Accounting changes in the treatment of stock-loan arrangements are one complicating factor. Such arrangements gained popularity among troubled companies such as Calpine in 2004, before the independent power producer went bankrupt.

Accountants have subsequently required companies to flow through the economic benefits gained from the arrangement in the form of higher interest expense.

Instead of 2.5%, in the case of Vector Group, the interest deduction might be 3.5% or 4%, suppressing EPS. A source at Jefferies did not know the actual rate that Vector Group would deduct on the CB.

"You have to assign a fair market value. You wouldn't have gotten 2.5% without the borrow facility," the rival banker said. "What rate would you have gotten [without the facility]?"

The higher interest deductibility of the CB, over common, is the principal motivation. Because of the pass-through mechanism, the CB is deemed as a participating security in that it is effectively equity. While it hits net earnings, the higher rate of deduction shields cashflows.

"This is a unique company. Realistically, no one else would issue this security," said a source close to the situation. "What people are missing is that all these guys care about tax. On an after-tax basis they are better issuing this than equity."

Vector Group, which in the early 1990s unsuccessfully tried to champion a low-nicotine cigarette made from genetically modified tobacco plants, is using deal proceeds for general corporate purposes, including to repay debt. As of September 30, the company had US$530.6m of long-term debt outstanding.

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