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Risk Management

Handling FX Risk in Cross-Border M&A

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January 10, 2018

Cross-border M&A can create many an FX conundrum; that’s why treasury needs to be involved

Money compassThere is a lot of FX risk that can stem from cross-border M&A transactions, particularly when it comes to choosing a hedging strategy in case the deal collapses. That’s why it’s critical that treasury get involved in M&A plans early.

Why should treasury be involved? From announcement (or before) to closing and full integration, cross-border M&A can create many pain points that will require treasury: deal timing; conditions for payment; guarantees; expectations for transitional services and associated agreements (TSAs and SLAs); and the integration of cash management operations. Also, in terms of spin-offs, disconnecting a business unit from its infrastructure in order to sell it also poses the risk of jeopardizing its value and therefore the deal itself. Treasury is uniquely suited for safely untangling those often complex ties.

Also, treasury can also help figure out the best protection in the case of a deal collapsing. When the certainty of deal close is perhaps lower than senior managements’ rosy scenarios (almost always), a risk that increases when a large player vies to take over another large player and anti-competition approval is required is that it is not possible to hedge the deal without some disadvantages and added cost. For instance, if you choose FX forwards, they can become very large assets or liabilities over the course of their life and result in undesirable realized gain or loss if the deal fails. This is also true of options, which otherwise may work better but also come at a premium.

On the other hand, deal-contingent FX forwards avoid dead-deal costs. Deal contingency costs are still there, but just embedded in the forward rate that banks offer. Also, typically, corporate pricing on deal-contingent forwards is higher than for serial acquirers like private equity powerhouses that have a track record of closing deals. Nonetheless, it may be cheaper than self-insuring as some corporates do. Just make sure that the “contingency” definition in the deal-contingent forward agreement aligns as closely as possible with the M&A deal contract.

But should you hedge the purchase price at all or negotiate the FX risk away? If the acquisition is paid for in cash and the target is based in a country where the volume of daily trading in the currency is not significant enough, the FX hedge may move the market too much and become more expensive than anticipated. In those cases, negotiating to pay in a major currency makes sense (as one member recently did to match up most of its funding sources, available liquidity and the purchase in USD).

Finally, in terms of capital structure and operational exposures, the newly combined entity will likely look very different compared to the structure/exposure of the two companies before the merger. Take time to consider the operational exposures going forward and how those risks can be managed. Much of the exposure can be managed away by optimizing the capital structure and subsidiary assets and liabilities for natural hedging.

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