STRAIGHT EQUITY ISSUERS remained in hibernation this spring but hybrid capital issuers woke up to inviting conditions.
Issuers have found that low interest rates, tightening credit spreads and the continued volatility of the equity market make hybrid products across the spectrum from subordinated debt structures to hybrid convertibles highly attractive. Yield-hungry investors have shown a big appetite for the extra basis points offered by subordinated debt from credits with which they are fundamentally happy. And the strong demand for convertibles from long-starved convertible arbitrage hedge funds has helped issuers get away with some bargain terms.
Siemens, for example, offered a coupon of just 1% and a premium of 46% for its e2.5 billion seven-year convertible on May 22. The issue, managed by Morgan Stanley and UBS Warburg, is the largest European convertible since Fiat’s $2.2 billion exchangeable offering into General Motors in December 2001.
In April, Munich Re attracted e6.3 billion of demand for its record-breaking e3 billion 20 non-call 10 subordinated bond, the largest single-tranche subordinated straight ever. It was followed by a slightly upsized £300 million 25 non-call 15 subordinated bond.
Given the conducive market conditions and flurry of recent deals, UBS Warburg estimates that hybrid capital issuance in 2003 could reach e43.1 billion, up 39% on 2002.
Retail demand has featured strongly in recent deals. Bookrunners BNP Paribas, HSBC, and Merrill Lynch were overwhelmed by the demand for Old Mutual’s May 12 retail-targeted Baa1/A- perpetual hybrid that came from private banking and retail clients in Asia, the Middle East, and Europe. The planned $300 million transaction attracted over $2.5 billion of demand even though the London-listed South African insurer is not a household name. The bookrunners marketed the deal over five days in Europe and throughout Asia by video conferencing because of concerns about Sars. With a generous 8% coupon, the offer more than doubled to $750 million.
Landesbank Kiel also saw outstanding demand for its retail Resparc (re-engineered silent participation assimilated regulatory capital) tier 1 perpetual non-call six issue. The German Landesbank had initially planned a e300 million issue but took advantage of the e2.2 billion of orders to raise the offering to e500 million, making it the largest euro tier 1 offering since 2001. UBS Warburg, BNP Paribas, and Lehman Brothers, bookrunners for the issue, cut the coupon by 50 basis points to 7.5%, saving e40 million for the issuer.
“If you were trying to sell hybrid capital to European investors in 1988 you’d hardly get the time of day,” says David Marks, managing director of hybrid products at JPMorgan. “The situation has completely reversed now. If they’re fundamentally happy with the credit they want to go as far down the quality curve as possible for the extra yield. It’s almost harder to sell the senior debt now.”
But not everyone is optimistic that hybrid issuance will grow much further. Financial institutions dominate hybrid issuance, particularly of dated subordinated debt and perpetual hybrid securities, but there is only a handful of institutions with both the incentives and the regulatory capacity to issue substantially more hybrid capital. Among European insurers, for which the ratings benefit of issuing hybrid capital is the chief incentive, only ZFS, Munich Re, Allianz, and Legal & General have both a strong incentive (they are all on negative outlook) and substantial capacity for more. Similarly, among major European banks only Deutsche Bank, National Bank of Greece, Royal Bank of Scotland, and UniCredito Italiano still have substantial capacity.
Innovation breeds confusion Financial issuers are being held back from greater and more sophisticated use of hybrid capital for balance-sheet management by a lack of clarity about the regulatory and accounting treatment of hybrids. Basle II allows for up to 15% of a bank’s tier 1 capital to be composed of “innovative” hybrid capital, although it does allow for more “non-innovative” hybrids. Confusingly, non-innovative hybrids are actually the most structurally innovative instruments.
The innovative/non-innovative distinction is where there is the most regulatory uncertainty. The UK’s Financial Services Authority, to which European regulators traditionally look, changed its mind about the non-innovative classification that it initially accorded to Barclays Capital’s Tons (tier 1 notes) structure. The Tons structure was a breakthrough because it was the first directly issued, core tier 1, tax-deductible hybrid to be classed as non-innovative. It essentially enabled banks to raise non-dilutive equity quality capital at about half the cost of issuing shares beyond the 15% hybrid limit. While Tons deals that have already been issued are unlikely to be affected, future issues will no longer receive the same treatment.
Financial institutions group bankers in London are frustrated with the lack of guidelines. “At the moment the FSA effectively has no guidelines for what would be acceptable outside the 15% innovative limit, and worse they haven’t even made clear what principles we should be working towards,” says the head of FIG at a US investment bank in London. Bankers are particularly annoyed because hybrid products are one of the few areas of business making money.
Regulatory or rating agency considerations may be the main drivers of hybrid capital issuance but the accounting treatment of hybrid instruments may affect the views of regulators and raters.
There is concern from leading accountants that under the International Accounting Standards due to be adopted by the EU in 2005, all SPV-issued hybrid tier 1 capital would be reclassified as debt instead of shareholder funds. This is particularly galling as after the FSA turned its back on its initial preference for directly issued structures like Tons or RCIs (reserve capital instruments) most bank hybrid capital has since been done through SPVs.
The IASB is expected to finalize the controversial IAS32 rule by next January. If SPV-issued hybrids are reclassified as debt, banks with significant amounts of hybrid tier 1 could feel some discomfort. And if overall tier 1 capital falls, tier 2 capital falls with it. Banks in Europe are generally capitalized well above regulatory minima, so it would not itself cause a crisis, although a depleted capital base would leave them in a weaker position should a crisis arise.
Dated subordinated and perpetual hybrid debt structures are generally of less use to corporates than to financial institutions because they do not need to address regulatory capital requirements. There is no concept of tiered capital for corporates, so corporate issuance of hybrids is essentially about trying to raise money without giving away equity and without calling it debt, with the possible objective of protecting key financial ratios, such as debt to equity, or for acquisition financing.
It sounds like finance-fiction to conservative corporate CFOs, which is one of the reasons why the use of hybrid capital by corporates has never taken off as much as investment bankers had hoped, even though it can get positive rating agency treatment.
“Balance-sheet strength has become a major driver for equity prices, so it makes good sense for companies to take a more sophisticated approach to balance-sheet management,” says Steve Hawkins, head of European capital securities at UBS Warburg. “A ratings downgrade now often has a substantial effect on share prices so companies have a real incentive to protect their ratings.” According to Hawkins there has been a substantial increase in interest from corporates in hybrid structures.
The universe of corporates for which hybrid capital could be sensibly used to defend a rating is small and so it is something of a niche business. Carter Kegel, European head of hybrid capital products at Deutsche Bank, explains: “The problem is that highly rated corporates don’t necessarily need to protect their ratings nor will they obtain the same benefit or equity credit from issuing a hybrid that a lower rated corporate would. Lower-rated corporates can find it harder to get hybrid deals that are rated sub or below investment grade away. A typical candidate might be BBB or lower on a senior note, but deep subordination and loss-absorption features make hybrids lower rated than senior debt.”
Value of ratings unclear The ratings benefit from hybrid securities is also less than crystal clear because Standard & Poor’s and Moody’s take different approaches in assessing them. S&P uses a transparent quantitative model that gives up to 100% equity credit for hybrid securities, whereas Moody’s takes a more qualitative approach and generally gives less equity credit. Also, if a business’s problems are more than cyclical, business outlook considerations and revenue could be more important factors than capital if it is placed on review for a downgrade or placed on negative outlook.
Although regulatory confusion is paralyzing innovation in hybrid capital structures for banks, highly leveraged corporates reluctant to sell equity at still depressed prices are using increasingly innovative hybrid convertibles. Corporates have tended to opt for instruments such as hybrid convertibles and preference shares.
Last month there were three convertibles into preferred shares in the US worth over $1.2 billion from insurers UNUMProvident, Hartford Financial Services Group, and AmerUS Group. Also, Canadian utility Fortis Inc issued a C$100 million perpetual non-call seven convertible into preference shares. In April, Allied Waste, a Texas-based waste management company, issued a $445 million concurrent offering that included a $345 million mandatory convertible into preferred shares and $100 million of common stock. The hybrid B/B3 rated mandatory offered a coupon of 6.25% and a conversion premium of 22.05%. The combined offering, managed by UBS Warburg, Citigroup, and Deutsche Bank, the largest industrials equity offering of the year, was well received despite being the first equity offering marketed during the invasion of Iraq.
European corporates have been slower to embrace hybrids, although there have been a few eye-catching deals recently such as Suez’s e1.2 billion mandatory exchangeable in April, and Endesa’s e1.5 billion issue of preference shares in March. Further back, in 2002, Italian food company Parmalat did an innovative 30-year subordinated convertible.
While hybrid debt products have always made sense for financial institutions seeking cost-effective ways of meeting regulatory requirements, historically low share prices and the chance to benefit from volatility now make hybrid convertibles one of the most attractive options for highly leveraged corporates such as telcos and utilities reluctant to give away equity. The current environment also favours vanilla-convertibles highly, but the option to do something a little bit more clever now definitely seems to be available.
