Enron Mail

From:vince.kaminski@enron.com
To:john.bottomley@enron.com
Subject:Re: Equity investment Fair Value in Turkey
Cc:dale.surbey@enron.com, vince.kaminski@enron.com, stinson.gibner@enron.com
Bcc:dale.surbey@enron.com, vince.kaminski@enron.com, stinson.gibner@enron.com
Date:Mon, 19 Jun 2000 02:45:00 -0700 (PDT)

John,

It seems to me that using a risk-free rate is not appropriate. I shall
elaborate on my
position and send you a longer message this afternoon (my time).

Vince




Enron Capital & Trade Resources Corp. - Europe

From: John Bottomley 06/19/2000 05:55 AM


To: Vince J Kaminski/HOU/ECT@ECT
cc: John Sherriff/LON/ECT@ECT, Dale Surbey/LON/ECT@ECT
Subject: Equity investment Fair Value in Turkey

Vince,

John Sherriff recommended that I contact you regarding an interesting (and
potentially contentious) option valuation issue we are currently dealing with
in London. We hold longish term options in a private company in Turkey which
is currently seeking to IPO. The issue we are discussing with RAC is which
discount rate (i.e., risk-free? and if so Turkish or US?) should we use to
value these options

First, some additional information.

Option characteristics:
-- 116,000 options (representing 9% of the company)
-- Term: minimum of 3 years but possibly longer -- still being renegotiated
-- Strike price: 20% below the upcoming IPO price (either priced in US$ or
Turkish Lire)

We currently hold the above number of options with a fixed price of $118.75
per option but 34,800 expire on July 15, 2000 with the remainder expiring on
December 15, 2000. The company's investment bankers (ABN / AMRO Rothchilds)
are concerned regarding the strike price because it values the company at
$118 million and they believe the company is worth approx $300 million. Due
to such a large "valuation gap", they originally encouraged us to exercise
all of the options by the end of June (IPO target date in late Sept / early
Oct). Our counter-proposal is to "swap" instrinsic value for time value by
repricing the options strike higher while extending their term.

We are currently negotiating with RAC the most appropriate discount rate to
use to value the options. We are arguing that the US risk free is the most
appropriate discount rate and their current position is that the company's
historical senior debt cost (18%) is the more appropriate number to use
(although admit that this is not justifiable -- only a proxy)

A few key points:
-- RAC is valuing the options via Crystal Ball simulations such that this "to
be negotiated" discount rate is used to calculate the PV of the future
options intrinsic value in 3 years
(i.e., for Black-Scholes, a higher discount rate yields a higher value but
the opposite is true using Crystal Ball simulation)
-- The model simulates both an IPO / no IPO case and in the case of no IPO we
have put options for our equity priced at a fixed 17% return
-- The model assigns a 30% illiquidity discount
-- In the simulated cases where the options are out-of-the-money, we
obviously do not exercise.

We understand that for Black-Scholes option valuation, one needs to be able
to construct a comparable portfolio of cash flows using equity futures and
the risk free in order for the valuation to hold. And here is where we reach
our difficulty: since the company doesn't currently trade on a public market
and since equity futures do not exist for Turkish equities, RAC is arguing
that a US risk free is not appropriate to use. Our argument is that the
non-IPO scenario, a 30% illiquidity discount and a US$ based option
volatility are already in the factored into the simulation. As such, we feel
RAC's approach is double counting.

If you managed to get through the above, your a patient man! I'll give you a
call today or tomorrow after you've had a chance to digest the information.

Regards,
John Bottomley