What is a Poison Put?
A poison put is a defense strategy against a hostile takeover. It involves the issuance of bonds by the target company that can be bought back prior to their maturity date. The poison put defense is a pre-offer defense mechanism and can be considered a variant of the poison pill strategy.
However, unlike the poison pill strategy that impacts the number of shares, share price, or shareholders’ voting rights of a target company, the poison put defense does not affect the shares of the target company.
How Does a Poison Put Work
A target company anticipating a hostile takeover bid can create a poison put defense by incurring new debt by issuing bonds to investors. The newly issued bonds contain a provision (covenant) that grants the bondholders the option to obtain early repayment of the debt in the event of a hostile takeover bid. The primary goal of the poison put strategy is to increase the financial burden on a corporate raider at the time of a hostile takeover attempt.
If a target company employs the poison put defense strategy, a potential bidder must carefully assess the cost of acquisition of a controlling interest in the target company and other related costs, including the target’s debt payments, and ensure that it possesses enough cash to cover all the acquisition costs.
The poison put strategy may not be suitable for every company. For example, if the target company’s balance sheet is not strong and it already has a substantial amount of outstanding debt, the poison put strategy can further worsen its financial situation and lead to financial distress.
Example of a Poison Put Strategy
ABC Corp. is a medium-sized company operating in the tech industry. The company’s management recently discovered that its competitor, XYZ Corp., aims to undertake a hostile takeover of their business. ABC Corp.’s management informs the company’s board of directors of the potential bid. The company’s shareholders vote to resist the takeover bid from XYZ Corp by employing the poison put defensive strategy.
ABC Corp.’s management knows that XYZ Corp. requires $300 million to acquire a controlling interest in ABC. The board decides to issue new debt in the form of corporate bonds with a total value of $150 million.
The bonds contain a covenant with a put option that will allow the bondholders to secure immediate repayment in case of a takeover by ABC Corp. (or by any other entity). In addition, if the bondholders exercise their early payment option, they will be entitled to repayment at 105% of par value (i.e., 5% above par). In other words, the total value of bonds will increase to $157.5 million.
After the implementation of the poison put defense, the total acquisition cost for XYZ Corp. will be $457.5 million ($300 million + $157.5 million). The hefty price tag may successfully discourage XYZ from pursuing the takeover.
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