Below you’ll find an excerpt from our Chief Compliance Officer Moshe Silver’s weekly screed, “Slouching Towards Wall Street”. In it, he discusses CoCos, or contingent convertible bonds:
Cuckoo For CoCos?
The latest regulatory trial balloon being floated in the financial press is the CoCo – the contingent convertible bond. This new-fangled instrument appeared at its coming-out party on the arms of no less a beau than Lloyds Bank. The debutante was wearing a tattered dress, but smiling nonetheless.
Lloyds Banking Group has offered to exchange some $11 billion of debt into CoCos, a form of subordinated debt that morphs into common equity – generally at the worst possible time, and without the bondholder’s consent.
What is this odd beast, and how does it work? As described in the Financial Times (13 November, “A Staple Diet Of CoCos Is Not A Panacea To Bank Failures”) “What differentiates them from a normal convertible bond is that the trigger is a regulatory flashpoint, not an asset price swing.” This allows banks to “strengthen their capital base in a crisis, without tapping taxpayer funds, or going to the markets.”
Simple English: when a bank’s capital ratio goes down to the point that it can no longer sustain the total debt it has issued, your chunk of that debt automatically converts to equity. Voila! No more nasty debt clogging up the bank’s balance sheet, no fresh injection of capital needed, and no risk of default.
Pardon us, but this looks like a total win for the banks and the leading edge of significant regulatory caving-in. The CoCo is essentially a bond which, instead of a covenant, is issued together with a put to the bondholders. In the Lloyds case, the exchange is being offered at a discount of more than 50% of face value to holders of subordinated debt. One might argue that, in the current climate, subordinated debt holders are lucky to be offered anything at all – the bonds in question are no longer paying. Still, in the good old days bondholders were protected by covenants, and banks had to maintain capital, or go to court to prove why they should not pay out on their obligations. The risk of bond defaults, with reputational damage and the looming threat of bankruptcy, were all seen as protections for those pieces of paper whose very name means “obligation”.
Enter the CoCo, which permits the bank to automatically convert its “obligation” into “equity”. “Equity,” we should point out, means “what is fair,” which can be very good. It can also be very, very bad. If there is an obligation of the bank that it pay its bondholders, the shareholders will get what’s left over. That is fair. And if there’s nothing left over, well, that’s fair too.
The Basel-centered regulatory regime is considering promoting CoCos across Europe and the US. New York Fed president William Dudley recently said (Financial Times, 12 November, “Wall Street And Fed In Discussions Over CoCos”) that “the worst aspects of the banking crisis might have been averted” through the use of “contingent capital buffers.”
This looks to us like a stupendously dreadful idea and all sorts of words come to mind. Slippery Slope – the looming regulatory change permitting banks to all but dispense with capital requirements. Moral Hazard – the notion that an obligation will no longer be “really” an obligation, but only an obligation as long as the bank feels like it.
This further feeds the bifurcation of the marketplace, as strong participants, major financial institutions, will insist on, and receive, guaranteed obligations with actual capital reserves underpinning them. Meanwhile weaker investors will increasingly be cashed out with the corporate equivalent of a Pay In Kind transaction.
All of this means that legislation to promote the use of CoCos will probably be implemented soon, as the world’s regulators are desperate to be seen as doing something. And it looks set to create a splendid new government loophole that will allow banks to issue bonds without additional capital requirements.
In the case of the Lloyds bonds, they are already in trouble. Swapping subordinated debt which will not be paid off anyway, with a junior-junior obligation on its way to converting to equity looks like prolonging the agony. But investors and issuers alike are notoriously reluctant to switch off life support, especially if it means a capital impairment for the bank. In the world of financial services, where everything comes down to convincing someone else to buy something, it is easier to sell a loser a new piece of paper that, one day, will convert to yet another piece of paper than to say “Ooops. Guess that didn’t work out.”
Forgive our ignorance, but to us the CoCo looks like a pre-guaranteed default. It gets the government off the hook for at least that piece of the bank’s capital, and it puts the bondholder well on notice. “Don’t say we didn’t warn you.” This looks like a regulatory cop-out of staggering proportion, which guarantees it will be implemented. If the whole world agrees to undermine bank capital requirements, does that make it OK?
If a bond covenant is like a prenuptial agreement, the CoCo is like asking the bride to waive alimony and child support before ever she walks down the aisle.
Would you buy a used bank balance sheet from this regulator?