The restructuring’s terms

Last week Dubai World revealed the general terms of the $24 billion debt restructuring it said it was seeking last November.  They are:

1.  trade creditors. Small trade creditors will be paid in full.  Larger creditors will get 40% of the money they are owed in cash and the rest in a sukuk where ownership will be transferable–i.e., public trading will be allowed.

2.  secured creditors. Sukuk holders will be paid in full and on time.

3.  unsecured lenders. The nominal amount of the non sharia-compliant, unsecured loans from international banks will be paid in full.   But maturities will be extended and interest rates lowered.  Also, it sounds as if interest payments may be “in kind” rather than in cash.  In other words, creditors may get periodic IOUs redeemable in cash at the final bond maturity.  The modified bonds will now have an explicit sovereign guarantee.  Dubai’s intention is to get the money to redeem them from asset sales.  The guarantee appears to be a pledge that the government will make up the difference if sales don’t fetch hoped-for prices.

4.  the Dubai government. First of all, there’s the guarantee.  Dubai will also  convert its $8.9 billion in loans to Dubai World into equity and will inject another $1.5 billion in cash, as needed.

Is the restructuring “pragmatic”?

Western commentators have so far concentrated on the “pragmatic” nature of the restructuring.  They suggest that the better treatment of sukuk holders vs. the banks comes from the fact that many of the former are British or American hedge funds who were threatening to delay the restructuring through litigation in the UK.  Therefore, they, not the banks, had to be appeased.

It has also been remarked that trade creditors had to be repaid so that construction work could be restarted.  Partial payment in a tradable sukuk would have been an exercise in futility if Dubai had, at the same time, acted in a way that devalued sukuks in general.

I think this is true as far as it goes, but may miss the main point.

… or is it sharia-compliant?

Dubai is not an oil-rich country.  It has decided that its future lies in being a cultural and commercial interface between the Middle East and the rest of the world, a neutral site that caters to the needs of all sides and creates an atmosphere where ideas can be discussed and business deals arranged.  This is the same role that Hong Kong continues to play with regard to China.

Dubai has just experienced a tremendous property crash, much like Hong Kong did in 1994.  For Hong Kong, the rules of the game were very clear.   Beijing was happy that Western financial principles would apply.  That’s not so clear in Dubai’s case.

Two issues.

–Dubai has a mix of Islamic and non-Islamic, sharia-compliant and non sharia-compliant, Middle Eastern and rest-of-the-world creditors.  It has to satisfy both.

–In addition, as the first mega-blowup of sharia-compliant finance, and one closely associated with Dubai government policy,  the way Dubai handles this situation would doubtless act as a precedent for future resolution of sharia-compliant investment problems. And it could easily make or break Dubai’s reputation as a place to conduct business for sharia-compliant investors.

If the Dubai World case is to be a blueprint for future sharia-compliant debt restructurings, what are its salient features?

salient features

contrast a Chapter 11 filing…

Let’s start by considering what would have happened in a Dubai World Chapter 11 bankruptcy proceeding in the US.

–trade creditors would receive nothing

–equity holders would receive nothing

–bondholders and bank lenders would receive some portion, but not 100%, of what they were owed.  Who got what would be a subject for negotiation among the parties involved.  In the cases of GM and Chrysler, the federal government pressured bondholders to relinquish some of their legal rights in favor of employee pension and healthcare claims.

…with what Dubai is doing

In contrast, in the Dubai World case,

–everyone, except possibly the Dubai government, gets their principal back in full

–sharia gives no clear precedent for extending the maturity of a sukuk, other than that a creditor should give a debtor extra time to settle his debts, if needed.  Dubai presumably didn’t want to establish one by trying to change its sukuks’ terms.  The effect on Islamic banks holding Dubai sukuks of doing so, and the reaction of those banks–and their countries’ governments– would also be unpredictable.

–(secured) sukuk holders are getting better treatment than (unsecured) bank lenders.  One could argue that the collateral backing, or lack of it, was the deciding factor.  One could just as easily argue (and I think this is the right way to look at it) that sukuk holders got sharia-compliant treatment, bank lenders got Western-style treatment.

–trade creditors are in a much stronger position than they would be in Chapter 11.

consequences

I’m not sure that in the rush to provide financing to Dubai a few years ago, any creditor gave a lot of serious thought to the possibility of a restructuring.  The absence of a dispute resolution mechanism for sharia-compliant finance is one lesson that jumps out.

Another is that Dubai World, either by accident or design, built an important safety value into its financial structure by including relatively more flexible Western bank loans in the mix.   Their terms can be changed without violating any ethical norms.  I imagine that future large project financings in the Middle East will try to imitate this mixed structure.  One difference, though–Western banks, having seen this once, will want to charge more for their services.