Ralph and enjoyed teaching the December 4-6 Acquisition
Finance Course at the Amsterdam Institute of Finance-despite enduring the worst
storm in over 60 years while in Amsterdam. The attendees raised some
interesting questions, which I will attempt to address in this and upcoming
posts.
Readers of MergerProf will note one of the reoccurring
themes is how changes in investor risk appetite trigger changes in buyout
volume, capital structure, financing instruments and structuring. The attendees
inquired about what causes risk appetite changes. This is an important issue
for trying to understand markets.
Risk appetite is based on Keynes’ notion of Animal Spirits
and included in behavioral finace. My understanding of risk appetite is as
follows:
1) Risk Appetite is driven by changes in investor
wealth. When wealth increases it encourage investors to risk their winnings on more
adventurous activities. When wealth decreases, in a downturn or market crash, it make us
more cautious. This is especially true when the wealth decreases are large
enough to cause solvency and liquidity problems which breach our budget
constraints.
2) Risk appetite changes, both up and down, are
amplified by leverage and liquidity. Leverage allows us to invest more thereby
lifting asset prices and collateral values. This creates a virtuous circle or
positive feedback loop. As we all know, when this reverses, the downward price
movement can be unpleasant.
3) Liquidity is driven by rising asset prices and
increased credit. It tends to be ephemeral and is never there when you need it
as investors learned during the credit crisis. Hence the need to hold negative
return assets like cash and treasuries as an insurance policy.
4) Liquidity shifts as asset correlations change.
All asset correlations, except for cash and treasury insurance policy assets,
go to one in a crisis. Diversification evaporates just when you need it the
most. As prices decline, we tend to liquidate our most liquid assets first, to
make margin calls, to minimize capital losses. This triggers a vicious circle
further reducing prices, credit and liquidity.
Currently, central bank Quantitative Easing efforts with
their massive liquidity injections and falling yields have spurred investor
risk appetite-more so in the United States than Europe given the improved
domestic economy. Thus, U.S. buyout volume is strong, fueled by investor demand
for higher yielding high risk instruments like “CCC” rated debt, high yield
bonds, second lien loans, and covenant lite loans used to fund more aggressive
higher priced buyouts. Interestingly, we are also seeing more PE sponsored IPO
exits like Blackstone’s Hilton
Offering. This is a reflection of an exuberant stock market compared to a
more subdued M&A-trade sale exit.
We all know how this will end. We just do not know when it
will end. We need to structure transactions able to withstand abrupt market
changes. Of course, this comes at a cost.
j
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