UBS Acquisition Of Credit Suisse As Anxiety Builds Among Banks' Subordinated Bondholders

By March 23, 2023 at 2:42pm

A photograph shows a logo of Swiss banking giant UBS in Zurich, on March 23, 2023. - The marriage of UBS and Credit Suisse was hastily arranged to prevent a global financial meltdown -- but the resulting megabank could cause domestic problems in Switzerland, the central bank admitted on March 23, 2023. FABRICE COFFRINI/BENZINGA

UBS Group AG’s takeover of Credit Suisse Group AG has done nothing to alleviate market concerns about the banking sector, and it continues to throw a shadow over the rights of credit institution shareholders and bondholders.

A photograph shows a logo of Credit Suisse bank in Zurich, on March 23, 2023. – The marriage of UBS and Credit Suisse was hastily arranged to prevent a global financial meltdown — but the resulting megabank could cause domestic problems in Switzerland, the central bank admitted on March 23, 2023. FABRICE COFFRINI/BENZINGA

On Sunday, the Swiss government used its emergency powers to speed up the completion of the Credit Suisse-UBS merger without requiring consent from shareholders

In accordance with the terms of the all-share transaction, shareholders of Credit Suisse shares will get one UBS share for every 22.48 shares they own, or CHF 0.76 per share, for a total consideration of CHF 3 billion.

“This acquisition is attractive for UBS shareholders but, let us be clear, as far as Credit Suisse is concerned, this is an emergency rescue”, UBS Chairman Colm Kelleher commented in the press release.

With the merger of UBS and Credit Suisse, the combined company will have about $5 trillion in assets under management, of which $3.4 trillion will be in the wealth management business and $1.5 trillion in asset management services. This makes UBS the second-largest Wealth Manager in the world and the third-largest Asset Manager in Europe.

“Bringing UBS and Credit Suisse together will build on UBS’s strengths and further enhance our ability to serve our clients globally and deepen our best-in-class capabilities”, UBS Chief Executive Officer Ralph Hamers said.

The Swiss National Bank said that both CS and UBS have unrestricted access to current SNB liquidity facilities.

CS’s AT1 Bondholders Wiped Out; Risk Spreads To Other Banks

The CS-UBS deal will result in the entire write-down of CHF 15.8 billion in Credit Suisse Additional Tier 1 (AT1) bonds, the largest loss ever recorded in the European subordinated bond market.

Then-ING group CEO, Ralph Hamers, presents the annual year results in Amsterdam, in the Netherlands, on February 6, 2019. Hamers emerged from days of emergency talks that ended with his Swiss banking giant Credit Suisse on Sunday, the bleary-eyed UBS CEO called it a “sad day” that no one had wanted. REMKO DE WAAL/BENZINGA

AT1 bonds are a form of hybrid bond that incorporates debt and equity characteristics, and are issued in order to meet regulatory requirements for additional Tier 1 capital. AT1 bonds include a “loss absorption” mechanism, which means the bonds may be converted into stock if the issuer’s capital falls below a particular threshold.

In addition to the AT1 write-down, UBS also obtained CHF 9 billion in insurance from the Swiss authorities in the event of losses surpassing CHF 5 billion (incurred by UBS), providing UBS about CHF 25 billion in protection for support marks, purchase price adjustments, and restructuring charges.

However, the fact that CS stockholders got some compensations, albeit at a fraction of the company’s market value at last Friday’s closing, while subordinated bondholders were wiped out, enraged the latter.

AT1s should be in fact regarded senior to equity capital, and this approach is causing widespread concern regarding AT1s of other European banks.

Switzerland relies heavily on the financial industry as their economic engine. The merger of Credit Suisse and UBS is said to be a blow to their reputation of consistency.

“Switzerland’s standing as a financial centre is shattered,” Octavio Marenzi, CEO of Opimas, said in a research note. “The country will now be viewed as a financial banana republic.”

Patrik Kauffmann, a portfolio manager at Aquila Asset Management AG, said yesterday on Bloomberg, “This absolutely makes no sense and will be a severe blow to the AT1 market.

Pacific Investment Management Co (PIMCO)., Invesco Ltd., and BlueBay Funds Management Co. SA were among the major asset managers holding Credit Suisse AT1 notes, per Bloomberg Data.

Steno Research CEO Andreas Steno Larsen wrote on Linkedin: “Bye bye AT1 investors! This is likely going to create material spill-overs to European banking markets as AT1s have been a popular instrument among larger European banks.”

The macro analyst also stated that Barclays, Banco Santander SA, and Deutsche Bank AG now rank among the banks with the highest amount of outstanding AT1s.

Produced in association with Benzinga

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