How to Recognize (and Hence Avoid) Financings of Last Resort

After seeing the amazing “refinancings” done by entities like MBIA (MBI), Thornburg (TMA), WaMu (WM), and Rescap, I felt it was right to comment on last-ditch financing methods, so that you can recognize desperation (if it’s not obvious already). Here are some methods:

• Borrow money using a healthy subsidiary while limiting capital flows up to the less than healthy holding company (e.g., MBIA) .
• Do a rights offering at a significant discount, diluting existing shareholders if they don’t participate.
• Offer common stock at a significant discount to a private buyer (perhaps with warrants), diluting existing shareholders, but perhaps allowing the company a chance to play again another day. (e.g. WaMu, Thornburg).
• Offer a convertible bond/preferred to monetize the volatility of the stock price, contingently diluting existing shareholders. (e.g. Lehman (LEH), Citigroup (C), Merrill (MER))

With the exception of the first one, all of these dilute existing shareholders, usually driving the stock price down in the short run, unless the removal of fear of bankruptcy is the dominant factor. With the first one, it is an example of structurally subordinating lenders to the holding company, who now lose “first dibs” on the value of the healthy subsidiary.

I try to avoid companies that do financings like these, or are likely to do them. They have a high default rate. And what goes for the stock here, goes triple for the corporate bonds, where you have all of the downside of the stock, and little of the upside, if the company should manage to survive.

Comments

[Robohogs]

Any idea why TMA is trading near an all-time high market cap? It would seem stock should be under a buck by now.