Lloyds Contingent Capital Poorly Structured

I can only hope that the structure of the Lloyds Contingent Capital notes (now referred to as “CoCos” by the ultracool). It really does not require a lot of thought to arrive at the conclusion that these are bad investments at any rate of interest that may be of interest to the issuer; that they do not go very far towards meeting policy objectives; and that they are strongly procyclical.

Prior posts in the series about these notes are:

… while Contingent Capital has been discussed in the posts:

Gee … I’ll have to think about adding a category!

There are two elements of a contingent capital deal that are of interest:

  • The conversion trigger, and
  • The conversion price

In the Lloyds deal, the conversion is triggered when the “published core tier 1 capital ratio falls below 5 per cent“. Commentators have been breathlessly announcing that in order to reach this level “loan losses in 2009 and 2010 would have to be about 50 billion pounds”.

I won’t take issue with this statement but it should be fairly obvious that this is not the only way in which conversion can be triggered. Other pathways are:

  • A deliberate increase in Risk-Weighted Assets, and
  • Changes in the regulatory regime

From an investment perspective, changes in the regulatory regime must be considered a random variable. At time of conversion, under the terms of the issue, it is the published Tier 1 Ratio that is used – not the Tier 1 Ratio computed in accordance with procedures in place at time of issue. Thus, investors are being asked to buy into a regulatory regime that may have completely changed in effect prior to maturity of their investment. How is anybody supposed to price that? The risk of regulatory change will add significantly to the coupon required by a rational investor, increasing the expense to the issuer and – potentially – leading to political pressure on the regulators to take or refrain from action for the convenience of one side or the other.

Investment isn’t some kind of new age cooperative game. An investor must consider the issuers to be his enemies, eager to take action to compromise his interests. This is particularly true for bond investors, who have no role in the selection of management.

From a public policy perspective, the trigger-point of 5% Tier 1 Ratio is unsatisfactory. What if regulatory changes make 6% the mandatory level? The issuer could then be in a position where it was wound down due to insufficient capital – or forced to issue equity at fire-sale prices – without the conversion being triggered.

Triggers based on regulatory ratios mix market value considerations with book value considerations. While not necessarily a deal-killer all by itself, such mixtures require close inspection.

The other problem with the Lloyds issue is the conversion price – put management, the FSA and the EU together in the same room and you know that something ridiculous will emerge! The conversion price is, basically, equal to the price at time of issue.

What this means is that conversion may be triggered at some point in the future due to unfortunate results, but that the price is based on today’s price. In other words, holders of these notes have no first-loss protection on losses experienced between issue date and conversion date. And without first-loss protection … they’re not even bonds. They are merely equities with a limited upside. Sounds like a really, really good deal, eh?

It is the interaction between the two vital elements of the issue terms that introduces the greatest danger. Let us assume that – some time after issue, but well before maturity – we enter normal banking times in which management is free, subject to normal regulatory requirements, to make its own decisions regarding risk and leverage.

Management works for the shareholders, so what is the optimal course of action to take on their behalf? I suggest that it is optimal to lever up the company with as much risk as possible to a level slightly above the conversion trigger. If things work out well … then pre-existing shareholders get to claim all the rewards, paying the contingent capital noteholders their coupon. If things work out badly … well, pre-existing shareholders lose money, sure, but they get to share these losses with the contingent capital holders.

The risk/reward outlook for the existing shareholders has become skewed – precisely the thing that the regulators are telling us they’re oh-so-worried about! This asymmetric risk/return is a source of systemic instability.

As has been previously argued, I support a model for contingent capital in which:

  • The conversion trigger is a decline of the common stock to a value below X, where X is less than the issue date price
  • The conversion price is X

Such a model

  • provides noteholders with first-loss protection
  • is unambiguous (uncertainty in times of crisis can be rather disturbing!)
  • allows the market to work out prices using extant option pricing models, without incorporating regulatory uncertainty, and
  • simply formalizes “normal coercive” exchange offers such as that of Citigroup

I suggest that a good place to start thinking about the value of X is:

  • half the issue-date price for issues to be considered Tier 1 (e.g., preferred shares and Innovative Tier 1 Capital)
  • one-quarter the issue-date price for issues to be considered Tier 2 (e.g., subordinated debt).

Update, 2015-4-12: Lloyds ECNs at centre of legal dispute:

Lloyds Banking Group has won permission from the City regulator for a controversial plan to redeem some of its high-yield convertible bonds, although it has suspended the redemption until the courts clarify the law.

The bank’s “enhanced capital notes” were issued in the teeth of the financial crisis, switching investors, many of them pensioners, from preference shares and permanent interest-bearing shares in a bid to improve its capital base.

The notes would convert to equity if Lloyds’ core tier one capital ratio fell below 5pc, although this threshold turned out to be too low to count under the European Banking Authority’s rules on convertible capital.

While the Prudential Regulation Authority has agreed that, from the point of view of Lloyds’ financial strength, the bonds can be redeemed at par, the matter will now go to court for a “declaratory judgement” on whether a redemption would breach bondholders’ contractual rights.

Redeeming the bonds would strip investors of generous interest payments. The bonds have until recently traded above their par value as they offered annual payments as high as 16.125pc, making them particularly attractive as interest rates on other savings products have dwindled.

However, Lloyds said in December that it would seek permission to redeem the bonds at par value, following the Bank of England’s stress tests that did not take the bonds into account when measuring the bank’s capital strength.

Lloyds intends to call in 23 tranches of bonds, worth a total of almost £860m, that were issued in 2009 and 2010.

13 Responses to “Lloyds Contingent Capital Poorly Structured”

  1. GAndreone says:

    An example would be very informative

  2. jiHymas says:

    Um … an example of what?

  3. GAndreone says:

    Your proposed structure of the CoCo’s. That is, a pref at issue of X would be converted to common if the common share value drops below Y, etc. Where you use numbers for X and Y.

  4. jiHymas says:

    OK … Royal Bank PerpetualDiscounts are now trading to yield about 5.80%. The common closed today at 54.00. So (under my proposal) they could try a new issue with the following terms:

    • Issue price of $25.00
    • Dividend of 6% = $1.50 p.a.
    • Conversion into equity is automatic if the volume-weighted average price of the common over any period of 20 consecutive trading days on the Toronto Exchange is less than $27 (being one-half of the current price).
    • If conversion is triggered, the conversion price is $27; therefore holders of the preferreds will receive 25/27 = 0.9259 of a common share in exchange for every preferred share held.
  5. patc says:

    Two of the Australian majors have instruments like this on issue; they’ve been around since 2006.

    They are floaters paying 1 – 1.1% over bank bill swap rates (which is lousy post GFC) – trade at a reasonable discount.

    Important difference:

    If Tier 1 falls below 5%, or retained earnings goes negative, or a couple of other similar conditions apply, then they convert into the face value of ordinaries (with a little premium) based on the ordinary share price at the time of the announcement of the distress-related result, but with a cap on the conversion number. Presumably the cap is to prevent massive dilution which would hammer the share price if conversion became likely in real distress.

    They can also step up if not redeemed/converted/whatever at maturity.

    They’re not a big portion of the capital structure.

    Commonwealth Bank PERLS III and Westpac TPS are the names of the securities.

  6. jiHymas says:

    Thanks, patc, that’s very useful to me!

    As you say, the important difference is that the conversion price is the price of the common (ordinary) at conversion time, not at announcement time. One may reasonably presume that the common has taken a big hit by the time of the announcement.

    The cap on the conversion ratio is similar to what we have with OperatingRetractible issues – see, for example, the post IQW.PR.C Conversion Continues for a (rare) example of that feature coming into play.

  7. GAndreone says:

    Thanks James, I would be a buyer under the terms you proposed!

  8. […] have previously pointed out that the lack of first-loss protection means that the Lloyds notes are not bonds. They may have merit as investments, certainly, but they are not bond […]

  9. jiHymas says:

    I would be a buyer under the terms you proposed!

    Me too! I’d want a little extra coupon to compensate for the equity put, but such a regime would only enforce good business practice and, realistically, not add much to the risk incurred when buying the new issue.

  10. […] Note] is the nerd nomenclature for contingent capital. I have argued, most recently in the post Lloyds Contingent Capital Poorly Structured, that rational, non-coerced, buyers will demand a coupon so high that rational sellers won’t […]

  11. […] continue to suggest that the three closing questions are answered readily by ignoring the manipulable and variable […]

  12. […] by ensuring that the trigger price is equal to the conversion price. I will certainly agree that the poorly structured Lloyds bank deal, which provides no first-loss protection to the noteholders on conversion, will definitely have […]

  13. […] we will see. It’s not fair focussing on the poorly structure Lloyds ECN issue as that gave no first-loss protection to […]

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