They also have expanding bank loans - now over USD200 million. These loans are made in US dollars backed by LOCs issued by a Chinese bank.
I have heard several (contradictory) theories for why these transactions were made in this manner.
I figured if I put this disclosure up readers might propose even more contradictory theories in their comments.
At least that is what I am looking for.
John...
14. Bank Loans
| Notes | December 31, 2011 | |||||
Short -term revolving loan
| a) | $ | 100,000,000 | |||
Long -term revolving loan
| b) | 71,000,000 | ||||
Total
| $ | 171,000,000 | ||||
Additional available long -term loan facilities
| b) | $ | 29,000,000 | |||
| a) | The short-term revolving loan is denominated in U.S. Dollars, was obtained from a large commercial institution outside of the PRC (“Bank A”), and is secured by a stand-by letter of credit issued by PRC based financial institution (“Bank B”). The stand-by letter of credit is secured by short-term deposits of RMB628,030,000 (equivalent to $99,673,063), which is recorded as restricted cash on the Group’s balance sheet. The Group paid RMB 4,095,000 (equivalent to $649,907) to Bank B to issue the stand-by letter of credit to Bank A. The short-term revolving loan bears interest, which is payable monthly, at the rate of two-week LIBOR plus 2.1% per annum. The weighted average interest rate of this loan for the year ended December 31, 2011 was approximately 2.4%. The short-term loan is payable in November 2012. |
| b) | The long -term revolving loan is denominated in U.S. Dollars, was obtained from Bank A, and is secured by a stand-by letter of credit issued by Bank B. The stand-by letter of credit is secured by restricted long-term deposits of RMB 628,030,000 (equivalent to $99,673,063) deposited in Bank B, The deposit is recorded as restricted cash on the Group’s balance sheet. The Group paid RMB 3,965,000 (equivalent to $629,275) to Bank B to issue the stand-by letter of credit required by Bank A, The costs incurred in connection with the stand-by letter of credit are being amortized to interest expense over the term of the loan. The loan bears interest, which is payable monthly, at the rate of two-week LIBOR plus 2.1%, 2.4% and 2.7% per annum for each of the twelve months ending December 8, 2012, 2013 and 2014, respectively. The weighted average interest rate of this loan for the year ended December 31, 2011 was about 2.4%. The principal of the loan is payable in two installments of $17,750,000 and $53,250,000, which are due in December 2013 and December 2014, respectively. |
Neither the short-term or long-term bank loan contains financial covenants.
Source: here.
31 comments:
It's strange we still haven't heard from the banks about closing the financing. According to the following links, it shall take 2-3 weeks (from 9/11):
http://www.avcj.com/avcj/news/2204719/banks-invited-to-finance-pebacked-focus-media-buyout-report
http://currents.westlawbusiness.com/Article.aspx?id=61c6c0bf-7e91-45bd-aa0e-ddf724a308f8&cid=&src=&
No news so far, which is not a good sign for them.
Punting on RMB appreciation?
so they deposited 200mn cash to borrow 170mn?
They borrow US$ and pay 2.4% interest whilst depositing RMB and earning maybe 4% or 5%. There should certainly be a positive interest rate spread for them.
They have currency exposure of course, but they may be betting the RMB is more likely to rise against the US$.
Ctrip just issued a $180m USD based CB. They also have ~$150m in USD debt. All while holding over $800m RMB based cash.
What a scam!
They can't pay dividends in the US due to SAFE expatriation regs - the loan is their only way to access USD. Restricted cash amount is probably real but who knows about the rest.
John, why don't you reply to my email?
Parmalat anyone? same story here...
FX spec or total scam.
~ former FX guy
I admit I dont get it, seems like a reasonable way to manage liquidity. Using excess Renimbi cash to secure a cross currency loan.
A couple of thoughts though.
1. Why does the company need USD?
2. Why are the names of the two banks not stated?
Of course you would never try to make us believe that the "short-term deposits of RMB628,030,000" simply don't exist. Or that the "letter of credit" is worth its weight in paper. Or that "Bank B" is just Focus Media's partner in fraud.
It's a pity non of the commentators above actually read the filings, as it relates to FMCN's bank loans...
LST
Looks like they are using the same $99,673,063 restricted cash to get both loans amounting to 170 million. With no covenants and only 58% collateral in the form of restricted cash, in addition to the credit spreads they gain, seems like a no brainer for the company.
But given the low interest they pay, one wonders if bank A is offering them these loans in an attempt to provide them liquidity until ad deal goes through. This hypothesis only holds water if the business is not as cash generative as it says it is.
My theory:
RMB is not freely convertible, and chinese authorities like to let money in, but are reluctant to let profits leave the country again.
Reading this disclosure a while back, it made me think twice of buying into even supposedly safe chinese companies like BIDU.
in a chinese blog i read a few days ago, someone claimed to have met with Block at Muddy Water. this person was asked by a VP of finance in FMCN to approach Muddy water to see if they are one of the tiger funds. in the meeting, he claims Block says he is working on a research related to a search company in china, and this company shall be punished because they help the chinese government is restricting people's right. it sounds like bidu to me..
Only dividends can be paid to the offshore companies and that has to be approved by the governments / regulators. Instead this form of cash loan at offshore level backed by SBLC from Chinese bank is one way in which note holders of offshore entities can be paid / repaid. The Chinese bank is anyway dependent on cash collateralised against its SBLC and runs no credit risk whilst the offshore lender runs credit risk on the Chinese bank. Is this not a common thing in Chinese VIEs? (John: do not understand what you are implying here? Sorry .. if I am way off track on this) ....
Many thanks
Anonymous at 12:48, could you please provide the link to this blog so that the rest of us can read it? Much appreciated.
The obvious interpretation is that they are using this as a mechanism to get money out of China.
The implication is of course they have trouble just taking it out.
This is a big problem for the private equity deal - because if they can't take money out of China they can't repay the 1.5 billion plus they intend to borrow.
I am however not sure this obvoius interpretation is correct. Much more cynical (and speculative) things come to my mind.
J
here is the link:
http://www.mitbbs.com/article_t/Stock/34362157.html
标 题: 混水采访记
发信站: BBS 未名空间站 (Thu Jul 19 03:11:40 2012, 美东)
混水的老板Carson Block，可能是无数中概老板心中的恶梦了。几个月前，我有一个采
访他的机会。想想写出来，还是有点意思的。本人不是媒体人士，算是华尔街上小小的
打工仔。
采访是被国内一个朋友所托，她联系的公关公司，我算是误打误撞。
有个小插曲，Carson不是new york的，他到这里是因为bloomberg有个会议什么的，他
是嘉宾。公关公司提供了一个地址，大约算是中下档的办公室吧，Carson来的迟了些，
说会议上有个人想打他，被保安赶了出去，出了点事耽误了。我问他最近一次到中国什
么时候？他回答两年前了，现在回去有生命危险。我想想也是的，在作空中概的人里面
，他的成功也是有原因的，其他老美没什么真正的中国经历，他2001年就在上海做律师
了，同时开公司。估计很清楚五粮液和茅台的味道。他没来的及吃中饭，在啃subway,
我问他喜欢什么中国菜，他说除了鱼都可以，可能被鱼刺卡过。
那时，好像混水搞了FMCN? 国内的朋友说FMCN的老板电话她的老板，说有些问题要我问
问Carson，大概都是关于是不是一个老虎系的基金（黄经理？）在搞FMCN. 看来老板们
是不屑和Carson直接对阵的，派个VP, 至多一个CFO算是可以了。关键问题是他的老板
是谁？你摆平小鬼没有用的。 我朋友告诉我这个目的的时候，我第一反应就是这个是
不会有答案的。不过还是得试试。问题问了，他说没有这事，他和他的朋友都是自己的
钱，搞个报告需要15-20万，时间六个月左右，开始的时候就他一个人弄，后来有名了
，有线人报料。不过从他这个问题的回答反应和清楚了解北京和香港老虎系的区别，估
计是经常在一起混得。他应该还是一个团队，没有同时准备两个以上报告的能力和做空
资本，（SPRD可能就是这种情况，赶鸭子上架)。
然后就是些不疼不痒的问题，他聊到了国内险恶的商业环境，我问他会不会题材企业越
来越少? 他说是的，容易的肉都吃了，剩下的是骨头和刺，去香港可能会有更多机会，
不过目前还是有些大户可以敲敲。我让他举个例子，他说有个国内的搜索公司（不用想
，就是那个）的无耻营销都打到他的手机上了，对其极其反感。他老婆当卧底去和那个
公司的人聊，觉的非常不靠谱。
Carson是个商人，老俞也是商人，不过前一个更纯粹些，至少不用搞些什么绝望中找希
望的东西来糊弄人。不过这次在混水的报告里，第一次提到了human right。其实那句
话还是挺不错的：Our message to investors is that human rights and economic
rights are two sides of the same coin. 看来Carson是个美国的小将，我唯一能够
想到和这句话有联系的就是和那个公司一类的。
看来，下次打电话卖排名的时候要小心哦。。
Here is my translation.
Disclaimer: I have no idea who this guy is and whether he’s telling a real story and made it up.
I am sorry about the grammar mistakes. :)
-------------------------
My Interview with Muddy Water
Jul 19
Carson Block, the boss of Muddy Water, is probably the nightmare of the bosses of "Chinese Concept Companies". A few months ago, I had the opportunity to interview him. I thought it would be a interesting read if I write it up. I do not work in the media industry, I am just a small potato guy working on wall street.
I was asked to help a friend of mine in China. She worked in a investment relationship company. So I got to interview him by chance.
Carson does not live in New York. He came here that day because there was some sort of conference held by Bloomberg and he was a guest. The IR firm provided me an address; it’s a middle-to-low class office. Carson was a little late. He said in the conference someone tried to beat him up, but got blocked by the security guy, so he was delayed.
I asked him when was the last time he was in China. He said it was two years ago, and that if he went back now, it could be life threatening. I thought so too. Among people who shorted “Chinese concept companies”, Carson is one of the most successful one, thanks to his strong Chinese experience. He first came to Shanghai in 2001 and had his own law firm there. I guess he’s probably very familiar with the taste of WuLiangYe and Maotai.
He didn’t have time to eat lunch, and was eating a subway sub. I asked him what Chinese food he liked. He said anything except fish. He didn't like fish bones.
(continued)
At that time, Muddy Water just published a report about FMCN. My friend in China said the boss of FMCN called her boss, saying he has some questions to ask Carson. It's probably questions about whether it was he one of the "Tiger's funds"(Translator: I have no idea what he mean of tiger funds) who are messing up with FMCN. So it appears the bosses care not to talk to Carson directly. They think sending a VP, at most a CFO , was more than enough. They wanted to know who was Carson’s boss. Fixing up the small guy is useless. They wanted to know who's behind him. When my friend told me their goal, my first reaction was they won’t have an answer. But still, I had to try. I asked Carson the question, he said it’s none-sense. He and his friends are all using their own money. Each report costed about 150k-200k dollar and a period of 6 months. In the beginning, it was just himself. Later, he became famous, and there were people who gave him information. From his reaction to my question, he seemed clearly understand the difference between the Beijing’s "Tiger's funds" and Hong Kong’s "Tiger's funds". He probably know them well and hang out with them. He should only have one team and thus does not have the ability to work on more than two reports at the same time (SPRD is probably this case, “forcing duck to climb a tree”).
Then, I asked him some more questions. He mentioned the risky and dangerous business climate in China. I asked him if he is finding less and less candidate to report on. He said yes. The easy meat have been eaten. What’s left are bones. Hong Kong might have some more opportunities. There are still some big ones there. I asked him to give an example. He said there’s a mainland china internet searching company (don’t think, it’s THAT one), whose shameless sales ads has already reached his cellphone. He’s very sick of them. His wife went to work there as a spy, and chatted with people there, and found things that are very unreasonable.
Carson is a businessman. Same as Yu (ceo of EDU). Except Carson is more pure. He doesn't need to do things like “finding hope from disappointment” to fool people. But in their report this time, they mentioned “human rights” for the first time. I think it’s not bad: “Our message to investors is that human rights and economic rights are two sides of the same coin”. From this, I could only think of that company will relate to this.
Update:
EDU invited Robin Li to help investigation. Muddy Water said, "please, Li don’t lie anymore. Your butt is not clean too. "
Block could have been referring to QIHU. I believe they've been pushing garbage to cellphones. Assuming this is even authentic,,,,, The author seems to drop a number of personal items, subway sandwich, attacker blocked by security, doesn't like fish bones etc,,, perhaps too many? Perhaps I'm paranoid? And would Block send his wife into a potentially dangerous environment when he's hired people in the past,,,,
John, have you looked at Focus Media Network, a HK listed stock, 8112.hk. They claim to have no current shareholding link with FMCN but due to a historical connection have licenced the Focus Media name for use in HK and Singapore. Based on their latest numbers they are reporting annualised revenue per screen even higher than FMCN, US$7,000 equivalent per screen.
Possible explanation.
It sounds like the rmbi cash is real..... but it isn't necessarily Focus Media's.
If the rmbi deposit was supplied by a 3rd party and then was lost on a default, because the loaned USD's go to an offshore account of the guy who supplied the rmbi via something like selling a worthless shell company to FMCN and then buying it back for zero, you'd have a pretty slick conduit for moving money out of China. This doesn't require Focus to have any real cash of their own, or a real business for that matter. There is a large amount of money generated through corruption looking for a way out, that's for sure. The quid pro quo would likely be to the jokers running Focus not Focus itself. Of course I'm sure of nothing.
PS I can't seem to prove I'm not a robot
Have people forgotten liar's loans in the US?
How is FMCN any different? Let me spell it out for you:
1. FMCN has a history of fraudulent behavior and reporting
2. FMCN has motive to lie/steal ... motive = buybacks/dividend.
3. FMCN has opportunity to steal via loans (thanks to the kindness of foreigners)
4. Having fooled foreign banks into lending it money, FMCN looks to now go private, so they don't have to worry about being uncovered under the public eye...
LST
About Focus Media 8112.HK, it is logical that revenue/screen there SHOULD be massively higher than FMCN. They claim they are a monopoly in HK and the largest player in Singapore and only put the screens in the lobbies (by far the most eyeballs) of prime buildings in prime districts of HK and Singapore. This is a far cry from FMCN's base - many "screens" that are really boards on the 18th floor of buildings (fewer eyeballs) with average occupant income 1/5 of that of 8112.HK in many cases.
http://www.focusmedia.tv/eng/office_spore.html
http://www.focusmedia.tv/eng/office_hk.html
Sean, 8112.hk also put screens on drug store chains (Watsons and Mannings). I agree their per screen revenue should be higher than FMCN, but not massively so.
FMCN have screens in lobbies of prime office sites in Shanghai, and i'm guessing they dont tell advertisers about the basement screens just like they didn't tell them about the LCD screens which were actually picture frames.
"...[I]'m guessing they dont tell advertisers about the basement screens just like they didn't tell them about the LCD screens which were actually picture frames."
You're guessing wrong. The Focus Media contracts with advertisers give the location and type of each screen. Advertisers can and do audit their Focus placements regularly. Just because Muddy Waters pointed out the moronic classification system doesn't mean that advertisers are blindly buying based on trust in Focus Media. The customers (the ones who are real at least) are smarter about advertising than you give them credit.
THANKS
Bank of China Warns of Ponzi Schemes;
http://globaleconomicanalysis.blogspot.com
Is there a signed agreement to buy FMCN or is it simply a non-binding letter of interest?
that have very authentic Focus media bank loans article very appreciate this kind of useful service.
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