Wednesday, November 14, 2012

The Leucadia buyout of Jefferies and departure of Hamish Norton to a job in the Greek shipping industry marks a tsunami of change in the investment banking industry for shipping

There have been profound changes in capital markets for shipping since the Global Financial Crisis of 2008. The market for shipping IPO’s has been severely limited.  Follow-up share issues from solid shipping names can only be placed with discounts to entice investors to enter into the business at levels that they feel comfortable.  A much larger portion of shipping issues now goes to retail investor, giving the large bulge-bracket investment banks with substantial retail capacity considerable competitive edge in placements.  As a result, boutique shipping investment banks like Jefferies and Dahlman Rose have become marginalized in the new market conditions, leading to dramatic changes in both organizations.

After the GFC shock, the shipping industry waxed and waned but never fully recovered from the drop in cargo volume and lower freight rate levels. Initially in 2009 there was a sort of Zarnowitz-style bounce in freight rates that provided a good feeling. Over time, conditions in the bulk shipping markets deteriorated. Cargo demand could no longer keep up with the order book overhang of new tonnage. More recently incremental demand in emerging markets has begun to dry up, leading to significantly bleaker conditions this year for both dry bulk and tankers as well as a new dip in the containership market. Only gas shipping and offshore sectors have healthy demand.

Companies suddenly faced a dramatically different banking climate. The shipping industry, being labor and capital intensive, has relatively low investment returns over time except for cyclical booms. It is has always been dependent on low cost shipping finance to provide necessary leverage for expansion and adequate investment returns. Bank spreads rose to unprecedented levels only sustainable due the very low LIBOR cost of funding.  Even that depended what cost the particular bank could raise its funding. No longer were there banks looking for new customers. Companies become restricted to their existing banks. Credit conditions hardened with far more restrictive loan conditions. Credit generally was hard to find.

Investors lost a great deal of money holding shipping stocks. Many of the new issues in the boom times prior 2008 were startups with little intrinsic enterprise value. They were asset plays on a shipping provider business model. They tried to generate high investor returns with large block vessel acquisition deals that were leveraged with bank finance. As asset values began to shrink and cash flow tightened in weaker freight market conditions, many listed shipping companies began to face covenant violations and required additional capital.

Among the exposed companies was DryShips, who very early in the game recapitalized successfully with repeated ‘at the market’ share offerings to retail investors, which resulted in severe share dilution. This marked a shift from the initial placements with hedge funds and institutional investors taking large blocks of shares. Only a large investment bank of the bulge-bracket nature with a large retail operation could do this kind of placement, raising large amounts of money from feeding day traders and others in small amounts over time.

The IPO window closed with the GFC was briefly opened when General Maritime (GMR) jumped in to raise capital for its Metrostar block tanker acquisition deal. Genmar was not in the greatest health at the time, having bruised itself with a bond issue at higher pricing than anticipated when the bond investors discovered covenant issues with senior secured bank lenders. At the time of the IPO despite a minority of the wary, institutional investors bought the deal and Genmar received a rapid placement without suffering any share discount. Unfortunately, the deal proved poison for investors, who suffered severe losses with the subsequent financial difficulties of the company. Chapter 11 wiped out the unsecured Genmar bond holders in a sizeable cram down.

I believe that the Genmar debacle marked a major change in market perception of the risks in investing in shipping shares. The bond of trust between investors and Peter Georgiopoulos could never be the quite the same again.  This appears to have changed dramatically risk perception. The IPO window closed again. Follow-on issues and rare IPO's were only possible for a select number of shipping companies. For new money - even top shipping names - investors were now demanding substantial discounts for entry prices. Despite very soft rates in the US corporate bond markets, shipping bond issues continue to carry substantial premium.

This new climate proved lethal for Dahlman Rose, leading to major shareholder changes and senior executive departures like David Frischkorn to Global Hunter. Hamish Norton was initially successful in holding on at Jefferies longer than his Dahlman peeor.  Hamish had come to Jefferies prior the GFC from a very timely and prescient move from Bear Stearns shortly before the meltdown there. His assistant Nicky Stillman left Jefferies for Clarksons last year. Market conditions, however, severely restricted potential to build a book of business in the shipping space. Jefferies tried to get restructuring business, but the Omega (ONAV) account was small and precarious with limited options.

Jefferies is now selling itself to Leucadia. Perhaps this influenced Hamish’s decision to leave the firm. Jefferies actually outperformed its larger investment bank peers since the GFC, but wanted bigger capitalization under the umbrella of a larger financial group. Leukadia is their biggest shareholder and its unused tax benefits will shelter Jefferies profits.

Hamish is one of the most capable and conscientious investment bankers in the shipping space with solid rainmaker reputation.  When he leaves banking to go to a private shipping industry position with Petros Pappas in a dry cargo joint venture start up with Oaktree, this is a statement in itself of the dire situation in the investment banking industry regarding shipping issues. Of course, who could ever imagine likewise an established blue chip tanker operator like OSG teetering on Chapter 11 proceedings with shell-shocked CEO and former banker Morten Arntzen at the helm!  Times are difficult indeed in the shipping sector.
Shipping is a cyclical industry so there is always hope for a recovery and reversion to boom psychology, but after several years of repeatedly pushing forward market recovery dates because improvement never came, people are less sure of recovery time than before.  No one knows what 2013 will bring.

My personal concern is the increasingly fragile situation in China and emerging market economies, which are the sole source of global incremental demand.  The European Union has been the worst performer with its macabre fascination with debt deflation.  The IMF has signalled repeated EU policy failurs especially in the EU Periphery as high risk to the global economy.  China has a very large and risky speculative position in commodities, having assumed unsustainable double digit forward growth rates that have slowed considerably with negative impact on shipping markets. 

Should commodities prices fall further, this could trigger another leg down in the shipping markets.  Softer iron ore, steel and scrap prices would lead to even lower vessel values.  With dwindling resources have such prolonged weak market conditions, many companies are ill-prepared for a further market leg downwards.  Bankers holding many of these lame duck companies alive fear sizeable losses on their loans.  Understandably, many are hoping for a floor in place from further decline in freight rates and ship values. 

There is the old saying that once you lose virginity, it is impossible to get it back again; but fortunately when good times appear investors tend to have short memories.

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