💰How Are the Investment Banks Doing?💰

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Greenhill & Co. Inc. ($GHL) reported Q3 earnings earlier his week and, well, they weren’t great. The company had $87mm of revenue for the quarter (flat YOY) and $194.3mm in revenue year-to-date. The latter is down 26% on the back of a poor first half. 

Why the poor performance? The company largely blamed “a very low level of activity in European M&A.” It then asked the analyst community to deploy some Pym Particles and take a time travel trip back to rosier times: 2016-2018. The company’s earnings presentation listed (a) fee paying clients and (b) $1mm+ clients for each of those years but, curiously, did not disclose those numbers for 2019.

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Despite the lack of transparency, the firm is nevertheless “[s]till expecting solid full year revenue performance,” particularly with its capital advisory business. Curious how that works. 🤔

As for restructuring, the firm touted its expanded team and noted….


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💰How are the Investment Banks Doing?(Long Increasing Fees?)💰

Evercore Inc. ($EVR) reported earnings this week and, well, inflation exists somewhere. The company increased adjusted revenue by 18% YOY to $535.8mm. Net income increased by nearly $18mm. The bank reported a decline in the number and dollar volume of its deals but…BUT…numbers nevertheless improved thanks to a strong move in investment banking advisory fees (up 22% YOY). With 81 earned fees of $1mm or more compared to 85 last year, the company appears to be adding clients and raising fees. Because the bank doesn’t delineate restructuring revenues separate and apart from other advisory services, it’s unclear to what degree restructuring is adding or detracting from performance — from either a deal volume or fee perspective. 

Houlihan Lokey ($HLI) also reported earnings; it notched a 14% revenue increase YOY ($250mm) and a 44% net income increase. Financial restructuring revenues increased 57%! Surprisingly, however, the bank noted that “[r]evenue increased primarily as a result of an increase in the number of closed transactions, partially offset by a reduction in the average transaction fee.” Curious. 


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🏦How are the Investment Banks Doing? Part II.🏦

You didn’t think we’d just stop at Evercore and Greenhill, did you?

Moelis & Company ($MC) recently reported “disappointing” financial results reflecting a dramatic decline in M&A activity in Q1, which affected revenues significantly. Reported revenue was $138mm, down 37%. “This compares to the overall M&A market in which the number of global M&A completions greater than $100 million declined 18% during the same period. The decline in revenues was primarily driven by fewer transaction completions.” Restructuring activity “declined slightly.” MC guided towards softness in the first half of the year with a relatively stronger second half.

Some key takeaways:

  • Brexit and a number of shaky elections in Europe are having some effect on M&A activity in Europe.

  • Expected continued chill of cross-border M&A that involves China due to “underlying weariness” of “significant Chinese ownership of American companies.”

  • The melt down in late Q4 certainly affected M&A chatter in the C-suite as people are cautious about price volatility.

Asked what happens at MC if the M&A volume remains down, Moelis unabashedly indicated that costs would have to come out of the business, i.e., travel expense and headcount. That must’ve been a bit chilling for MC employees. Sheesh.


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🏦How are the Investment Banks Doing? Part I.🏦

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There was a barrage of earnings over the last two weeks and they can sometimes be a bellwether of things to come for the economy so we figured we’d dig in. Here’s what we learned…

Evercore Inc. ($EVR) was among the first investment banks to report Q1 ‘19 earnings back in late April (though the Q was only filed on May 2) and, man, they came out of the gate fast and furious on the earnings call with all kinds of braggadocious talk about being fourth highest in global advisory revenue in ‘18, and how they’re kicking a$$ and taking names in ‘19 already, etc. Only then, however, to say that YOY results were down. Hahaha. Totally buried the lede. Revenues were $419.8mm, down 10% YOY. Investment banking fees were down 14%. This despite 59 fees greater than $1mm, as compared to 53 in the year ago period.

Regarding, M&A volume and Europe:

…if you look at the M&A environment generally the dollar volume of announced transactions in the first quarter was down mid teens and the number of announced transactions globally was down in the high 20s. In Europe there was actually a little bit more pronounced. The interesting thing is if one looks at our backlogs they're not really consistent with the announced activities in the first quarter and to be completely blunt about is we expect this year could be a pretty good year. We certainly don't see anything in our dialogues with clients that suggests that it won't be.

Some EVR-specific highlights include (i) increased emphasis on “liability management” as a source of revenue generation and (ii) in turn, no increased emphasis on coverage of smaller cap companies (like certain competitor banks). EVR says that is not a focus: the focus is on bigger deals or deals with “high quality companies that may not be big.” In other words, they don’t want quals for quals sake. They want to get paid. And get paid well.

Specifically relating to restructuring, this is what EVR had to say:

…our advisory revenues last year were up in every category including restructuring notwithstanding the fact that default levels are at almost all time lows. So I think we've been able – we've added talent in the restructuring area. We think we are well positioned to capitalize on a pickup of activity when that inevitably happens. But other than relatively isolated sector activity like retail or like we saw in energy two or three years ago, there certainly is no broad scale pick up in distressed companies at this point in time.

No sh*t. Though it does seem like things have picked up a notch, no?

*****

Greenhill & Co. Inc. ($GHL) reported only $51.2mm of revenue, down 42% on a “dearth of large completions and generally slower deal activity,” and a “decline in EU revenue” more than offsetting increases in other regions. Noticing a Euro-centric theme here?


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The Curious Case of Jefferies LLC v. Banro Corp.

In many respects the restructuring industry benefits from an information dislocation. Management teams thrust into stressed or distressed territory are dealing with different subgroups of investment banks and law firms than they're accustomed to. The professionals are different, the terminology is different, and the terms of engagement are different. On the flip side, sometimes the terms SHOULD be different, but aren't.

A fee tail is a great example of that. We've seen a variety of investment banker engagement letters that include a one year tail. Boiled down to its simplest form, this generally means that an investment banker is entitled to its fee (or a pre-negotiated portion thereof) if the company consummates a "transaction," as defined, within 12-months of the bankers engagement - regardless of whether THAT banker got the transaction to the finish line.

In the compressed timeline of a distressed issuer, a year is like a decade. Given that, we would argue, as a general matter, that a 12-month tail is absurd in the restructuring context. There are so many externalities that could come into play during that time that might require a change of strategy. A 6-month tail strikes us as far more reasonable. After all, we've heard of instances where a company considered filing for bankruptcy merely to be in position to reject a retention agreement and avoid the potential duplicative and monstrous fee. That's ridiculous. 

Now you're probably expecting us to shred some banker for a specific (ridiculous) provision. We hate to disappoint. Notwithstanding the above, we're actually of the view that tails serve a critical function. Why should an investment banker roll up sleeves and go to bat for a client if the client can cut ties at any moment and transfer all of that work over to an execution banker for a fraction of the cost? 

Jefferies LLC is asking precisely that question. In Jefferies LLC vBanro Corp. (1:17-cv-05490), Jefferies is asking the New York Southern District Court to enforce the terms of its engagement letter with the once-bankrupt gold-miner, Banro Corp.(and, in turn, Banro is attempting to transfer the litigation to federal court.). Jefferies alleges that it is contractually owed approximately $3.7mm in fees and expenses on account of a $175mm note exchange that is, according to Jefferies, expressly contemplated in its retention. The company purportedly terminated its relationship with Jefferies mere days before announcing that very transaction. Call us crazy but a tail of a few days strikes us as eminently reasonable. Professionals across the board ought to watch this case with great interest.