BRAND SECURITIZATION
Jan Lindemann
The asset value of brands is increasingly used to raise debt financing for a wide range of financial transactions. A key tool for this purpose is securitization. This is a structured financial process that involves the repackaging of cash-flow-producing assets into securities, which are then sold to investors. The securitization of intangible assets such as brands has evolved into an established corporate financing tool used to facilitate M&A, stock buy-backs, and risk transference to investors. As companies recognized that intangibles assets constituted a main portion of their corporate wealth their desire to use them like their tangible assets for financing increased. Chapter 2 established that about two-thirds of business value can be attributed to intangible assets. The total asset value of global intellectual property is estimated to be between US$4 trillion and US$7 trillion. In 2008, intellectual property (IP) licensing revenue worldwide exceeded US$500 billion (compared with an estimated US$18 billion for 1990). For example, IBM alone receives between US$1.5 billion and US$2 billion in annual licensing revenue. In addition, due to new worldwide accounting standards on the treatment of intangible assets their visibility has increased significantly.1
A company can use securitization to raise finance by transferring the interests in identifiable cash flows to investors either with or without the support of further collateral. The transferred assets need to generate regular and predictable cash flows which form the basis of the securitization loan or the asset-backed security (ABS). In a typical transaction, the company sells its rights in the cash flow-generating asset(s) to a special purpose vehicle (SPV) company in return for a lump-sum payment. The SPV funds the purchase of these assets by issuing the ABS debt to investors which is repaid with the cash flows generated by the asset(s). Securitization offers a range of financial advantages. The obvious one is immediate cash. In addition, securitization offers a better credit rating and thus cheaper financing costs and a broader class of investors.
Traditionally, the typical asset class in ABS transactions was derived from tangible assets such as real estate, mortgage portfolios, and aircraft leases. However, with the increased awareness and understanding of the importance of the value creation of intangible assets investors’ interest in intellectual property (IP) backed securities has risen significantly. The most active IP classes for securitization have been film receivables, franchise fees, brands licensing, and patent licensing royalties. Brands have been subject to some of the largest IP securitization transactions. Most of these transactions have been assessed by the established rating agencies such as Moody’s and S&P. Due to the economic nature of brands and the reliability of their cash flows the majority of transactions have received high investment grade ratings from AAA to Ba3.
The term “intellectual property” refers to a set of legal rights that rest with the creators of original concepts, brands, products, and inventions and allow them to prevent others from using it. IP rights that lend themselves to securitization are patents, copyrights, and trademarks. Brands can be protected by several sets of IP rights, most notably trademarks and copyrights. Established brands are particularly attractive to ABS investors as they meet the key securitization criteria of being proven, steady, and predictable. The acceptance of brands in ABS transactions has been helped by the increased acceptance of brand valuation techniques by the financial community. Many prominent brands have been subjects of securitizations. In 1993, the securitization of the Calvin Klein brand for future sales of its perfume products generated a US$58 million loan. GUESS? raised US$75 million through securitizing its domestic and international trademark licenses for watches, shoes, handbags, clothing, and eyewear to repay parts of their debts. Each GUESS? trademark license agreement requires the licensee to pay the higher of a minimum payment or a percentage of sales (between 6–10 percent), with expected royalties of between US$23 and US$22 million for the first few years of issue, before declining when the licenses expired. Standard & Poor rated the deal a BBB. JP Morgan Securities underwrote the securitization with a maturity date of June 2011.2
In 2003, UCC Capital completed the first securitization of franchise revenues from Athlete’s Foot for a “brand portal” concept based on the revenues from the franchisees, who had to pay an upfront fee of US$35,000 and 5 percent of on-going royalties. The bond raised an estimated US$30–$50 million. Moody’s rated the deal Baa3. The deal survived the bankruptcy of the parent company, Athlete’s Foot
Brand Inc, in December 2004, demonstrating the level of security brand-backed cash flows could provide.
Brands have been the source of some of the largest IP securitizations.3 In the UK, one of the largest private equity deals was financed through securitizing a brand portfolio. In 2000 Tomkins PLC a diversified conglomerate agreed to sell the British food business Rand Hovis McDougal (RHM) to Doughty Hanson, a private equity fund, for UK£1.1 billion in a highly leveraged deal. At the time RHM was carrying assets on the balance sheet totaling just UK£300 million. However, Doughty Hanson required an amount of UK£650 million to pay off a bank loan that it had taken out to acquire RHM. RHM’s CFO Michael Schurch and his financial advisors decided to structure a financing facility by transferring all of RHM’s brands into separate intellectual property companies which were then licensed back to the operating divisions. The transaction was backed by a detailed valuation of RHM’s brand portfolio which was also included in the offer document. This securitization became famous as the “Brand Bond” as it was backed by five of the company’s oldest brands with the most reliable cash flows, including Hovis bread and Bisto gravy. The bond was structured in several tranches of investment-grade and junk bonds raising a total amount of UK£650 million. This was the largest sterling corporate bond issue at the time. The UK£650 million was used to repay bank loans, and annual financing costs dropped from UK£93 million to UK£80 million.4
Over the past few years the size of brand-backed securitizations has increased dramatically. An example is the securitization of the franchise fees by the Dunkin’ Donuts, Baskin Robbins, and Togo’s brands. This was the first securitization of franchise rights to be used as financing for a corporate takeover. Dunkin’ Brands (Dunkin’ Donuts, Baskin-Robbins and Togo’s) raised US$1.7 billion by securitizing assets of its franchises in fast food chains in a triple-A rated offer. The funds were used for the financing of the US$2.4 billion acquisition of Dunkin’ Brands by a consortium of three private equity firms: the Carlyle Group; Thomas H. Lee Partners; and Bain Capital.5
In 2006, Sears & Kmart Holdings Inc. raised US$1.8 billion through a securitization of the Kenmore, Craftsman, and DieHard brands. The company transferred ownership of the brands to another entity called KCD IP (Kenmore Craftsman DieHard Intellectual Property). KCD IP charges Sears royalty fees for the use of those brands with which it pays the interest on the issued bonds. Sears has sold the bonds to its insurance subsidiary, where, they serve as protection against potential
future loss. The insurance protects Sears from potential financial trouble at a lower cost than Sears could have obtained from an outside party. The KCD IP bonds have a higher credit rating than Sears’ regular bonds. Moody’s Investors Service has given KCD IP an investment-grade rating of Baa2, four grades better than Sears’ junk rating of Ba1. This transaction is notable for being more than 20 times larger than the next largest trademark licensing deal, indicating that strong brands with long performance histories can support large levels of debt at investment grade ratings. It was also the first completed trademark securitization that did not include an apparel brand.6
These large brand-backed securitization deals have prompted claims that the potential for a market in bonds backed by intangible assets could become larger than the market for junk bonds. Some companies have started building a whole business model around the securitization of brands. For example, after acquiring the Athlete’s Foot chain, Bill Blass apparel brand, and the Maggie Moo’s and Marble Slab Creamery ice-cream stores NexCen Brands Inc. has created an entity to hold the brands and issue bonds backed by franchising fees from the sneaker and ice-cream chains, and from Bill Blass licensing fees. The diversity of those fees will enable NexCen to issue lower-cost bonds to pay off earlier debts and fund further acquisitions.7
With intangible assets accounting for more than two-thirds of shareholder value and brands accounting for the majority of this amount it is likely that brand-backed securitizations will increase in size and number. These transactions are also a strong indication for recognition of brands as cash-flow generating assets.
NOTES
- Nigel Jones and Ann Hoe, 2008.
- John S. Hillery, 2004, p. 17.
- Jan Eisbruck, 2008, p. 21.
- Tonu McAuley, 2003.
- Euromoney Magazine, 2006; Ambac Assurance Corporation, 2007.
- Robert Berner, 2007, pp. 58–60.
- nexcen.com
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