said than done. Shields had recalled a memo (shown as Exhibit 6) that had recently been distributed to relationship managers describing the profile of a private-placement candidate. She realized that Merit would be a borderline case. Merit had been unsuccessful in arranging a reasonably priced mortgage in 1982. Since then, the bank had been unable to provide long term, fixed rate financing at an acceptable rate because of Merit’s questionable creditworthiness and the prevailing interest-rate environment. (Exhibits 7 and 8 show historical rates and spreads.)
Ginny thought that while Merit did not need additional debt, the firm did need to limit its exposure to fluctuations in interest rates by fixing the interest rate on $10 million to $15 million in debt. After discussions with John Merit, it was evident that a rate in excess of 12 percent would be unacceptable.
Alternatives
On January 8, 1985, Jeff Finch and Ginny Shields visited with John Merit in Tampa. The three discussed Merit Marine’s funding needs and the possibility of fixing interest payments through an interest-rate swap and/or a private placement. (See Exhibit 9 for external-funds requirements.)
Jeff was uncertain whether institutional investors would be interested in privately placed debt of Merit’s quality. However, he suggested the alternative and pointed out that, under present market conditions, the shorter the maturity, the lower the interest rate. Finch then introduced the concept of an interest-rate swap as a means of effectively fixing interest payments on existing floating rate debt. Merit was initially unreceptive to the swap alternative, mainly because of a lack of understanding of the offer. Upon returning to New York, Finch requested the right to approach a small number of private investors to see how receptive the market might be to Merit’s debt. After speaking with institutional investors, Finch concluded that three alternatives existed to help restructure Merit’s capital base. (See Exhibit 10 for pro forma assumptions.)
The first proposal was to fix for three years the interest payments on $10 million in existing debt, using an interest-rate swap funded with the commercial-paper based debt supplied by Olympus Credit Corporation. If additional interest payments needed to be fixed in the future, a subsequent swap could be arranged as additional commercial-paper based debt would be available to Merit in April 1985. Omni Bank would arrange with Merit to swap interest payments on $10 million of the commercial-paper based, floating rate debt, which cost Merit the A1 P1 paper rate plus 50 basis points. The bank would pay Merit the six-month LIBOR and, in return, Merit would pay a fixed rate equal to the current three year Treasury note rate plus 108 basis points. Historical six month LIBOR was 102 basis points higher than the 30 day, A1 P1 commercial-paper rate. Merit’s effective interest rate under this proposal would vary to the extent that the spread between LIBOR and the commercial paper rate was different from the historical spread of 102 basis points. A larger spread would lower Merit’s effective interest rate, while a smaller spread would increase the overall rate. Omni Bank’s compensation in the transaction would amount to approximately 25 basis points per year. The bank’s compensation, which was included in the 108-basis-point spread, was higher than normal because the