INTEREST RATE SWAPS AT HOLOGEN INC

Benjamin L. Dow III, Southeast Missouri State University

David Kunz, Southeast Missouri State University

CASE DESCRIPTION

The primary subject matter of this case is the use of interest rate swaps to lower capital costs and manage interest rate risk. Secondary issues include examining market efficiencies. The case requires students to have an introductory knowledge of accounting, statistics, finance and international business thus the case has a difficulty level of four (senior level) or higher. The case is designed to be taught in one class session of approximately 3 hours and is expected to require 3-4 hours of preparation time from the students.

CASE SYNOPSIS

Hologen Inc., a diversified medical technology company, currently operates in three business segments (Breast Health, GYN Surgical, and Skeletal Health). Hologens CEO has suggested the company pursue an acquisition that would diversify its product line as well as increase its exposure in international markets. Hologens vision is to become the worlds largest pure-play womens health-care company. In order to achieve this status, Hologen would need to enter the diagnostic health-care segment of the industry and expand international sales. Hologen felt the quickest and more cost effective way to accomplish these goals was through an acquisition of an existing diagnostic company with an international clientele. The company Hologen is interested in acquiring is a British firm, Cybertech. Cybertech, a publicly traded company listed on the London Stock Exchange, has a current market capitalization of about 252 million British pounds. In order to make a tender offer for Cybertech, Hologen will need to borrow the equivalent of about $200 million dollars and is exploring three different borrowing alternatives.

BACKGROUND

Hologen, Inc. is a diversified medical technology company that develops, manufactures, and distributes medical imaging systems and surgical products for serving the healthcare needs of women. The company currently operates in three segments: Breast Health, GYN Surgical, and Skeletal Health. The Breast Health segment offers breast imaging products. This segment also develops a breast imaging platform to produce 3D images. The GYN Surgical segment offers a minimally-invasive procedure that allows physicians to treat women suffering from excessive menstrual bleeding; and a form of permanent female contraception intended as an alternative to tubal ligation. The Skeletal Health segment assesses the bone density of fracture sites and the bone density of heels as well as an extremity MRI for detecting rheumatoid arthritis and orthopedics. Hologen, Inc. sells its products through a combination of direct sales and service force, and a network of independent distributors and sales representatives primarily in the United States and Asia. The company was founded in 1987 and is headquartered in San Francisco, CA. The breast health segment is Hologens largest division, contributing to about 60% of sales. The majority of revenues in the breast health division are derived from the sale of imaging devices, with digital imagining driving sales. Over the past few years, sales from the breast health division have been expanding due to a shift from analog to digital imaging by hospitals and clinics. Hologens GYN surgical division has been performing steadily. The established sales force with strong connections to OB/GYN physicians has proven effective at delivering consistent 7%-8% revenue growth over the last 5 years. However, this division is the smallest in terms of revenue contribution (only about 15% of total sales). Hologens skeletal health segment, which represents about 25% of total revenue, has come under pressure from lower reimbursement rates and the company is anticipating a decline in revenue growth from this division over the next few years. Even though Hologen is well positioned in the digital mammography segment, with a market leading 65% share in the United States, the company is concerned this area of business is becoming saturated. Contributing to declining sales is the gap or extension of the replacement cycle by hospitals as they continue to cut capital spending on many big-ticket devices, such as digital imagers.

THE SITUATION

During the first week of 2011, Hologens CEO John Rollins was reviewing the most recent fourth quarter financial statements. The results were disappointing. Revenues were down 8% for the quarter and this mirrored the full-year results in which sales were down almost 3%, mostly due to weaker results from the breast health segment. To date, Hologens current strategy for long-term growth has been focused on the breast health segment. Hologen has continued to invest in research and development to maintain a competitive advantage in the digital market. In addition, the company has focused heavily on 3- D imaging devices, which the company believes is the next frontier for digital mammography. This strategy has potential vulnerability as large conglomerates such as GE and Siemens also compete in this business segment. If either of these competitors decides to focus their vast research budgets on digital imaging, Hologens superior technological advantage may be severely diminished. GE and Siemens could also use their broad product lines and large sales force to erode away Hologens current leading market share position in this segment.In response to the potential vulnerability to the breast health division, Rollins had suggested to Hologens board that the company pursue an acquisition that would diversify its product line as well as increase its international exposure. Currently Hologen had very little access to developed markets such as Europe, which Rollins feels Hologen must penetrate in order to achieve consistent earnings growth over the long-run. Moreover, Rollins wants to position Hologen as a future player in emerging markets where the potential for growth is extremely promising. Rollins vision is for Hologen is to become the worlds largest pure-play womens health-care company. In order to achieve this status, Hologen would need to become a participant in the diagnostic health-care segment and increase international sales. Rollins felt the quickest and more cost effective way to accomplish these goals was through an acquisition of an existing diagnostic company that had an international presence and ties to emerging markets. The company Rollins is interested in acquiring is a British firm, Cybertech. Cybertech is a molecular diagnostic company whose main product line is T-Prep, the most widely used method for cervical cancer screening in both Europe and the United States. In addition, Cybertech had been expanding market penetration to include Asia, India and Brazil. Over the last year, they had seen some especially positive results from expansion into India. About a month ago, Rollins was at a major medical conference in Las Vegas where he met Jim Burns, the CEO of Cybertech. They had briefly met at a reception where both had been presenting new products for the upcoming year. Rollins remembered that he had really liked Burns vision for Cybertechs role in the diagnostic screening procedure market. Burns had a philosophy for running a business that matched well with Rollins. The two had had dinner together and talked mostly about the challenges of the healthcare sector. When Rollins had returned from the conference, he began to research Cybertech and found their sales were fairly predictable and the company had a number of other market leading products in the diagnostic segment in addition to the well-known T-Prep. Rollins had asked his CFO, Tim Scott to work with their investment bank and come up with a preliminary valuation for Cybertech. Rollins estimated that if Hologen were able to acquire Cybertechs existing diagnostic business and strong international sales force, it would provide Hologen an opportunity to realize additional revenue benefits from cross-selling existing Hologen products via Cybertechs sales network. Furthermore, Rollins expected net margins might also improve by eliminating some duplicate research and development expenditures and lowering other costs. Tim Scotts initial reaction to the proposed acquisition was centered on the price they would have to pay for Cybertech. With Cybertech trading at around 420 pence, up from 220 pence a year ago, the current market capitalization is 252 million pounds. Furthermore, the pound is trading at around $1.60, up from $1.40 two years ago. In US dollars, Cybertech market value is a little over $400 million. Scott casually mentioned he wished Rollins had thought of acquiring Cybertech a year ago when the US dollar equivalent market capitalization for Cybertech was under $185 million. The pound has been strengthening and Cybertechs stock has almost doubled over the last year, partially due to the world economic recovery and partially due to Cybertechs recent success in India. Scott also noted that an acquisition of a public company would also have to include about a 15% to 35% premium in order to persuade the targets board of directors and current shareholders to approve the acquisition. Rollins, Scott, their investment banker and the board of directors had spent a few weeks performing due diligence on the Cybertech acquisition and had concluded Cybertech should move forward with an initial cash tender offer of 290 million pounds. Given Hologens current financial position, the company would need to borrow an additional 125 million pounds (the equivalent of about $200 million) if Hologen wanted to make a cash offer to acquire Cybertech. Rollins instructed Scott to meet with their investment banker and determine the cost of borrowing an additional $200 million dollars.

THE TASK

The investment banker helping Hologen with the Cybertech acquisition had done some preliminary research and concluded that Hologen could raise $200 million dollars by issuing a 5% coupon bond (paid semi-annually) at face value with a maturity of 10 years. However, the investment banker also noted that at present, there was considerably more client interest in funding investment grade floating rate notes. Given Hologens A-rated credit quality, they could borrow $200 million for 10 years at a floating rate of 6-month LIBOR plus 1.5% with interest paid semi-annually. Tim Scott suggested that the riskiness of the international acquisition would lead Rollins to prefer fixed rate debt, even if floating rate debt is relatively more attractive at the present time. The investment banker suggested Scott should seriously consider the floating rate debt and he would try to find an appropriate party for an interest rate swap in order to take advantage of the current high demand for floating rate debt. Scott was a little uncertain about interest rate swaps but his investment banker assured him that the interest rate swap is more common that he might think. He remarked that the notional principal for interest rate swaps have grown from $12.8 trillion in 1995, to $48.8 trillion in 2000, to $128 trillion in 2005, to about $347 trillion in 2010. As interest rate swaps become more and more common place in the financial markets, the investment banker suggested Scott should stronger consider this possibility. Two days later, the investment banker called Scott and reported that he found a company, LC Inc. who is able to borrow $200 million at a fixed rate of 6.1% for 10 years but prefers floating rate debt to take advantage of the steep upward sloping yield curve and initially lower interest payments. Unfortunately LC Inc. is just below investment grade in terms of credit quality and they are not able to fully take advantage of current favorable market conditions for floating rate debt. It would cost LC Inc. 6-month LIBOR plus 3.4% to borrow in the floating rate market. The investment banker suggests Hologen and LC Inc enter into an interest rate swap that can be set up by National Bank who will act as a dealer in the interest rate swap. Hologen will pay National Bank a fixed 3.1% interest on $200 million dollars over 10 years in exchange for the 6-month LIBOR rate interest on $200 million. National Bank will also have an agreement with LC Inc. LC Inc will pay National Bank 6-month LIBOR rate interest on $200 million in exchange for a fixed rate of 3% interest. The cost of financing for Hologen and LC Inc as well as the swap terms are summarized below:

Tim Scott went back to his office to prepare a presentation of the three different alternatives available to Hologen in terms of raising the $200 million needed for the acquisition. Scott must include the details of the fixed rate bond, floating rate note and interest rate swap in such a manner that Rollins and the Board would be able to make an informed decision. Scott listed a few major discussion points that needed to be covered in his presentation. Considering that Rollins and the Board would almost certainly want to borrow at a fixed rate, Scott had to make sure his presentation explained in some detail why it would be better for Hologen to issue a floating rate note and engage in an interest rate swap.

1) Why might investors prefer floating rate notes over a fixed rate bond?

2) Why might Hologen prefer to issue fixed rate bonds rather than floating rate notes?

3) What is the anomaly in current market conditions that makes an interest rate swap a viable option for both parties involved in the swap?

4) If Hologen issues a floating rate note and engages in the interest rate swap, what is the net cost of financing for Hologen after the interest rate swap? How does this compare to the cost of financing if Hologen issues a fixed rate bond?

5) If LC Inc issues a fixed rate bonds and engages in the interest rate swap, what is the net cost of financing for LC Inc. after the interest rate swap? How does this compare to the cost of financing if LC Inc issues a floating rate note?

6) What is National Banks role in the interest rate swap and how much will they be compensated for their involvement in this transaction?

7) How does the interest rate swap reduce the cost of borrowing for both parties and allow the intermediary to be compensated?

Company Issuing Debt Hologen LC Inc Table 1: Cost of Financing for Hologen and LC Inc in both the Fixed Rate and Floating Rate Markets Fixed Rate Bond at Par 5% 61% Floating Rate Note 6-month LIBOR + 1.5% 6-month LIBOR +3.4% Figure 1: Proposed Interest Rate Swap between Hologen and LC Inc Hologen National Bank LC Inc 6-month LIBOR month LIBOR 6-month LIBOR 1-5% 6.10% Floating Rate Note $200 Million Loan 10 year maturity Fixed Rate Bond S200 Mil Loan 10 year maturity