Bondholder groups submitted their various counter proposals to the Argentine government late on Friday (15 May), in a coordinated response, ahead of the 22 May twin deadline for the government's exchange offer and the expiry of the grace period for US$500mn in missed coupons. While the counter proposals and some softening in the rhetoric from the government's side mark progress, how much depends on the extent of the gap between the two sides and whether it is bridgeable, and time is running out. We think the gap between the government's offer and the bondholders' is large, which we estimate at about 20pts, but it is not unsurmountable, depending on the willingness on both sides to compromise, and from the government's side, finally to engage in goodfaith discussions, although it seems unlikely that this gap can be closed in just the few days that remain. 

Still, with little prospect of the government's deal being accepted, and no time to reach a revised agreement by Friday (let alone operationalise or implement it), Argentina could be heading towards yet another default, much of its own making (again), despite what the government and its supporters say. This eventuality would not be much of a surprise to anyone. 

So what happens next? 

We highlight a few possible scenarios. 

1. The government's exchange offer is accepted by bondholders as it is (without modification) so that it doesn't have to make the coupon payments and thereby it can avoid default. 

2. The government's exchange offer is rejected (by the majority of bondholders), there is no (or not enough) modification (and we think there isn't enough time to reach agreement on modifying it), so the government makes the coupon payments to avoid default, and it buys more time to negotiate a deal with bondholders (similar to what we saw in the Province of Buenos Aires earlier this year when it ended up paying after creditors rejected its consent solicitation to defer bond payments). 

3. The government's exchange offer is rejected, there is no modified deal (not enough time), no payment, but negotiations continue in default amid an informal agreement to refrain from litigation, perhaps with the government extending the deadline again. 

4. No deal, no payment, but negotiations continue under a standstill agreement (although this is in the wrong order of doing things and seems like closing the stable door after the horse has bolted). 

5. No deal, no payment, no negotiations.  

The counter proposals 

Generally, the counter proposals envisage removing the three-year grace period on payments and having a higher and faster coupon step-up. There is no (or virtually none) principal haircut in any of the proposals. Accrued is paid in cash. The Bondholder Group proposes a strip (we think similar to Greece and Ukraine), with holders receiving an equally weighted portfolio of bonds with amortisations from 2027-2040, one in US$ and one in EUR. Payments resume in November 2020, with the coupon starting at 1.25%, rising to 5.875% in November 2025, for the US$ bonds. The Ad Hoc Bondholder Group is closer in structure to the government's proposal with a menu of bonds, six each in US$ and EUR (with the addition of a new shorter 2027 bond). Amortisations begin from 2025. Payments resume in November 2020, with the coupon starting at 2.25% over 2020-2022 for the US$ bonds, but this is fully capitalised in year 1, partially capitalised in year 2, and paid in cash from year 3 onwards, with the coupon rising thereafter depending on the specific bond (rising to 3.75% on the shortest 2027 bond and as high as 6.95% on the 2039 bond). For the 2005 indenture bonds, the Exchange Bondholder Group proposes two new bonds, one maturing in 2033 (amortising from 2027) and one in 2040 (amortising from 2034). Payments resume in November 2020, with the coupon on the shorter bond rising from 1.25% to 5.875% from 2023 and from 1.25% to 5.875% from 2025 for the longer bond. Additional cash payments or sweeteners linked to GDP are also proposed (perhaps to compensate for giving up their stronger legal protections compared to the 2016 indenture bonds, although it is not clear if they apply to both classes of bonds). However, it is not clear to us if these are state contingent coupon uplifts or detachable instruments. 

Figure 1: Price of ARGENT 5.875% 2028 (US$)

Source: Bloomberg, Tellimer Research

Argentina announced the launch of its exchange offer on Tuesday (21 April), pressing ahead despite the proposal being rejected by its major bondholders. The financial terms are unchanged from those the government announced on Friday (see here). The invitation expires on 8 May (but can be extended, terminated or modified by the government).

It is not clear what happens from here, and we think the situation could get messy. According to local reports, the government accepts the possibility of a partial exchange, which means it could remain in default, a repeat of what happened in 2005. 

Given the public rejection by bondholders and lack of meaningful discussions, bondholders may have hoped that the authorities would have either delayed the launch or moved to sweeten the offer, such as by paying accrued interest (which could be worth up to 4pts depending on the bond), or including early consent fees. The government hasn't done this, and carried on regardless, saying it won't improve the offer. The offer clearly states that there will be no payment for any accrued or unpaid interest, although holders may still hope that the government will modify the terms before the offer closes (perhaps if participation is really low, for example).

The four other key features of the offer, set out in the exchange prospectus, are (i) use of collective action clauses (CACs) to effect the exchange, (ii) the use of exit consents, (iii) a Rights Upon Future Offers (RUFO) clause, and (iv) limitation of cross default. Under the existing bonds' CACs, the Proposed Modifications to eligible bonds will be binding on all holders of eligible bonds, whether or not they consented, upon reaching the required thresholds (Requisite Consent), on an aggregated or single series basis, along with meeting certain other conditions. Furthermore, the offer envisages the use of exit consents (Subsequent Modifications) after its completion that, subject to the necessary consents, can be proposed to modify the new bonds and 2016 Indenture bonds (approval requires 75% of the aggregate principal amount); we think this can be used, upon gaining the necessary support, to weaken certain terms of the remaining eligible bonds to reduce their attractiveness, liquidity and legal standing. Regarding the RUFO, under the terms of the new bonds (except for the 2047s USD and EUR), for a period of five years from the expiry of the offer, if the government makes a voluntary offer for any of the untendered eligible bonds, it will have to offer the same terms to holders of the new bonds (investors will recall that the 2005 exchange had something similar). Fourth, the prospectus states that a default on any eligible bond will not result in a cross-default or acceleration on any new bonds. These requirements, individually and taken together, are aimed at encouraging participation, and/or threatening non-participation.