債券雜談 - 紫光系重組 UNIGROUP/THSCPA/PKFOUN

因為近期教育風波, 國家正立令教育部的控股公司唔好再不務正業同埋要將旗下資產重組

從而市場傳出, 並在昨天落實紫光 (365.HK) 的CORPORATE RESTRUCTURE.

母公司清華大學, 直屬國資委 (SASAC), 宣佈將紫光持股賣俾高鐵新城和海南聯合 (30%/6%), 重組完成後將會淨番15%持股

對股票持有者當然影響唔係太大, 都係炒股一隻, 4.0 樓上, 年幾前入個D基本上要再坐多幾會, 但對於債券持有人的影響可謂不少

因為重組, 理論上清華持股跌超過50% 便會TRIGGER COC PUT (CHANGE OF CONTROL PUT), 即係債券持有人可以以101% (即係$101蚊) 沽番張債俾發債人

然而發債人話因為 高鐵新城和海南聯合都係間接CENTRAL GOVERNMENT CONTROL, 以中國術語講, "不用分得那麼細", 咁唔駛COC PUT 啦, 再補多句: COC PUT 我都夠錢找, 所以唔好搞咁多野啦 (無賴程度實在係似曾相識, 閣下自行演繹)

小投資者邊度會睇吖講真, 就算出事咪又係硬食.

如下圖, 市場上對清華GROUP, 包括PKFOUND (方正), TUSPARK, TSINGH, UNIGROUP 等等同系都敬而遠之, NUOXI CAPITAL (清華2023) 更加因為太長年期, 市場又無信心, 跌到89.3, YTM 8.3%

DEUTSCHE BANK BOND 枱係咁COMMENT:

Tus Holdings' new deal last week and announcements by some Tsinghua Unigroup companies that Tsinghua Holdings might transfer its stake has raised questions about possible CoC put. We don't have any details on the buyer, timing, percentage of stake to be sold, etc. But note that the genesis of this is China's requirement that universities should focus on education (local press is calling this China Universities Asset Reform). Hence Peking Founders could also come under the scanner at some point. We have a quick look at the bonds from these three issuers in this note. See Figures 1 & 2 for details of their outstanding USD bonds, and Figure 3 for the last available group structures.

One common feature across all the bond docs from all the issuers is poorly used language in the CoC definition. Amongst the various events that could trigger it, there are no transition words used between the first two events. See example below. Whether there should be an "and" or an "or" in between is open to interpretation. If we were to use common knowledge in Asia HY and the spirit of having CoC, CoC should trigger on the occurrence of any of the events (and not both). However, companies could possibly argue that both events have to be satisfied, which will likely make it difficult for the CoC to trigger. We are going with the assumption for now that there should have been an "or", and hence either of the events will suffice. Please see Figure 4 for CoC language in various bonds.

Example of CoC clause:

(i) Tsinghua University and any other person directly controlled by the central government of the PRC together ceases to directly or indirectly hold or own 100 per cent. of the issued share capital of Tsinghua Holdings;

(ii) Tsinghua Holdings, together with persons controlled by Tsinghua University, ceases to directly or indirectly Control the Company (Tsinghua Unigroup Co., Ltd.);

(iii) the Company ceases to directly or indirectly hold or own 100 per cent. of the issued share capital of the Guarantor; or

(iv) the Guarantor ceases to directly or indirectly hold or own 100 per cent. of the issued share capital of the Issuer.

Even with our assumption that there should be an "or", the CoC won't trigger in all the bonds as the newer ones (i.e., the Tsinghua 21s, 23s and 28s, and Tus Holdings 21s) already provide for a PRC government person to be a permitted holder. We think it's very likely for the stakes to be transferred to other SOEs (if at all). Obviously if the stakes are sold to high rated Central SOEs, bondholders will not want to put back the bonds at all. Amongst the older bonds where CoC could trigger, most of them are already trading close to the put price, with upside potential of just 2-3 points. The only exception is Peking Founders where bonds still offer decent upside in the envisaged scenario.

Separately, it's possible that companies try to do a consent solicitation once CoC is triggered and our read of the bond docs suggests that the threshold required for potential waiver is not high.

Net net, we don't see many convincing ways to play the story. Purely as an event driven trade on CoC, Peking 2023s ($90) look the most interesting to us. We note however that it's group structure is not simple, this is not an easy credit to monitor, there is nothing concrete at this stage to suggest Peking University is also considering stake sale like Tsinghua, and even if it does, CoC might not trigger.

即係連專業的BOND TRADER都唔知, 如果買債個D人真係以為係零風險的話, 小子可以講, 願主保佑你
You don't know you don't know , 如果無風無浪係好幸福的 

我只可以講, 美帝有CHAPTER 21, 大陸有龍門任搬360 

作為小投資者, 你地有無收到以下的GROUP CHART? 相信連間野有幾多隻債都未必清楚

仲要老孖債券?

摶, 從來都唔係問題, 問題係你知唔知自己賭緊咩同埋你又輸唔輸得起, 同埋咩情況下閣下會瀨野 

輸得起先有資格贏, 樓如是, 股債亦如是 

年中不少大股如2382, 2018, 175 都跌左50%, 未計新貴2007, 288 等等仲有準新貴1177 同埋其他當炒SECTOR 一致-50%, 其間指數回調20% 左右.

而樓方面, 太古城個買家輕輕一"TAT"都無左90萬, 沙一業主腳軟即沽15000/呎, 輸的程度不比股票少

有人話, 賣樓買債合埋眼, 其實真係比較危險, 對RISK ADVERSE的人, 債券可能係佢地的避風港, 可是功課真係要做足, 不能大安旨意

保險佬話齋, 你不理財, 財不理你
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