PIC proposes Eskom debt-equity swap
In return, the PIC wants a say over Eskom’s messy finances, including board representation
A proposal by the biggest owner of Eskom’s debt to convert its $6.4bn holding into equity has become a rescue option to restructure the troubled power utility.
In return, the Public Investment Corporation (PIC), which manages about $150bn and is responsible for the pensions of more than 1-million state workers, wants a say over Eskom’s messy finances, including board representation, said five people with direct knowledge of the talks. They asked not to be identified because the discussions over the past two years haven’t been made public. The rand and government bonds gained.
Daniel Matjila, former CEO of the PIC, evoked a debt-to-equity swap in testimony on Thursday before the judicial inquiry into whether the fund was adequately safeguarding pension assets. The PIC holds 20% of all Eskom’s outstanding bonds.
“When you do that, you even give the balance sheet of Eskom a bigger room to manoeuvre,” he said. “But then it requires even more involvement in the governance structures.”
While the proposals have been discussed over the past 18 months to two years, they have risen in importance since President Cyril Ramaphosa said in the state of the nation address on February 8 that Eskom would be split into generation, transmission and distribution entities, two of the people said. Matjila said he spoke to Eskom’s management about the option in early 2018.
With more than R440bn in debt, about 70% of it guaranteed by the government, Eskom is Ramaphosa’s biggest problem. The monopoly utility can’t sell enough power to cover its costs, needs to cut 66% of its work force, and hasn’t properly maintained its ageing coal plants.
The PSA has said the PIC should stop buying the company’s debt and should begin selling down its holdings. The union argues that pensioners’ money should not be used to prop up struggling state companies
Trade unions, key allies of the president, oppose the restructuring plans and the job cuts that management says are necessary.
After the address, the rand gained to its strongest level against the dollar since February, and yields on the government generic 10-year bonds dropped five basis points to 8.63%
If the proposal is implemented, the PIC will likely get shares in the transmission unit, which is seen as a stable part of the business, another person with knowledge of the talks said. Giving the PIC equity in the healthiest unit might not sit well with other bondholders.
Transmission “will be the most well run and profitable entity”, said Peter Attard Montalto, head of capital markets research for Intellidex, a business-research firm. “Preferable treatment over other bondholders would create huge legal headaches for the government.”
Work on the proposal within the PIC has slowed because of the ongoing commission of inquiry into governance at the fund manager, ordered by Ramaphosa, one of the people said. Its implementation would also be opposed by some of the unions whose members’ pensions it manages.
The PIC, which gets almost 90% of its money from the Government Employees Pension Fund (GEPF), has drawn criticism from the Public Servants Association (PSA), the biggest union representing government workers, for the amount of Eskom bonds it holds.
The PSA has said the PIC should stop buying the company’s debt and should begin selling down its holdings. The union argues that pensioners’ money should not be used to prop up struggling state companies that have been beset by corruption scandals, including Eskom.
“We believe Eskom is nuclear waste,” said Tahir Maepa, the PSA’s deputy GM for members’ affairs. “The state should take over their mess.”
In February 2018, the PIC lent Eskom R5bn rand for a month to help it out of a liquidity crisis. Matjila said the swap discussions with Eskom were around that time. Also at the time, the PSA demanded proof that the loan was not a violation of the PIC’s mandate.
The GEPF, which says it holds R87.6bn of Eskom bonds through the PIC, said it hasn’t been approached about the conversion of Eskom bonds into equity. The PIC also holds some Eskom bonds on behalf of its other clients. The National Treasury, which oversees the PIC, referred questions to the fund manager.
The media teams of Eskom and the PIC acknowledged receipt of a request for comment and said a response is being worked on. However, repeated requests for comment didn’t draw a response.
While the PIC has accumulated Eskom bonds, including through a R20bn-rand private placement, many other fund managers, such as Granate Asset Management, have sold their holdings as the utilities’ finances deteriorated.
One senior banker said the debt-to-equity plan could be legally challenged by other debt holders and questioned whether the PIC would have the requisite expertise to sit on Eskom’s board. The PIC has said in various iterations of the proposals that in addition to board representation it could seek seats on key committees such as procurement, a voice in possible asset sales, and an eventual exit strategy, possibly including a listing.
Still, a money manager who holds the debt of a number of state-owned entities, including Eskom, said while all bond holders should be offered the same terms, a swap would improve the health of Eskom and could therefore be seen as positive. Both asked not to be identified because the matter is sensitive.
In August 2018, Jabu Mabuza, Eskom’s chair, told parliament that the utility dropped plans to ask the PIC to convert some of its debt into equity because it might trigger covenants with some other lenders.