The final alternative combined the same private placement as in the second alternative with a 10 year, $15-million adjustable rate private placement with a three year option to fix for a term of three years. If the option to fix were exercised, the remaining term of the loan would be three years from the date of exercise. The principal on the second placement would also be repaid in full upon maturity. The variable rate note would be set at the 91 day Treasury rate plus 200 basis points, while the rate if Merit chose to fix would be 122 percent of three year Treasuries. The variable rate note could not be repaid prior to June 30, 1986. Between June 30, 1986, and March 31, 1988, there would be no prepayment penalty, while prepayment after March 31, 1988, would incur a 5 percent penalty. If Merit exercised the fixed rate option, no prepayment would be allowed during the three-year period. Omni Bank’s compensation on the private-placement package would be 1 percent of the first $10 million and .5 percent of any additional debt placed.
In making a recommendation to Merit, Finch had to consider a number of issues. First, Merit Marine could look forward to the possibility of very strong cash flow over the next several years because of a low level of planned capital expenditures and a likelihood of increased sales. In addition, Merit had been concentrating on speeding receivables and reducing the level of inventory carried. Finch knew that if too much of Merit’s debt was fixed for too long a period, the firm would incur a prepayment penalty if cash flow was sufficient to reduce outstanding long term debt.
A second issue that concerned Finch involved the permanence of the commercial-paper based, floating rate debt. If those funds became unavailable during the life of the swap, Merit would have to fund the swap with prime based debt and would incur the additional interest expense between the prime rate and the commercial-paper rate plus 50 basis points.
While the rate structure at three years met the 12 percent level that Merit set as his threshold, Finch was concerned whether the three year term was appropriate for the company or whether a longer maturity was needed.
While Finch considered these alternatives, Shields was faced with a dilemma regarding the profitability of the relationship (see Exhibit 11 for account profitability). Shields wondered whether her initiative to position Omni Bank as Merit’s financial adviser might move the bank into the lead position in a credit group that had no outstandings. If Finch were to place the $10 million to $25 million in institutional debt, Merit would reduce its bank debt by a like amount; as a result, Omni Bank would stand to lose $10 million in outstandings. The decision to pursue the private-placement option would be a function of whether Shields felt that Merit’s condition was evident enough that if Omni Bank did not fix the firm’s interest payments, another institution would. In such a case, Omni Bank would lose not only the interest income from the debt that would be assumed by another lender, but also the fees that would have been generated from a swap or private placement. One incentive for Shields to provide corporate-finance services in this situation was the fact that her division would be credited with a shadow profit equal to 60 percent of the fee generated by the corporate-finance department.