Can covered take up the senior slack?

Covered bonds have helped provide crucial funding for banks, particularly when access to the senior unsecured market has been closed. Bill Thornhill looks at recent issuance trends in the light of the changing regulatory and monetary policy environment, and explores what the future holds for these two key interrelated financial markets.

  • 02 Oct 2012
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Until 2010 the working assumption had been that investors in senior bank bonds would remain protected, if not by the loss absorbing debt and equity holders below them, then by the government.

But this assumption was turned on its head when, in December 2010, Basel III bank resolution proposals suggested that senior debt holders could be bailed-in and forced to take a loss.

As reality began to dawn, senior investors shunned that market and instead turned to covered bonds in their droves. Through the latter half of 2011 covered bond deals came thick and fast with order books swelling to new records, as wave upon wave of credit buyers swept into the market.

This was partly because covered bonds were, and remain, excluded from bail-in. But there was, and still is, a compelling relative value argument. This is especially evident in the peripheral European markets where senior unsecured and covered bond spreads generally trade much closer to each other than in core markets.

"The spread between covered bonds and senior unsecured has become compressed in the periphery," says Kristion Mierau, senior vice president, portfolio management at Pimco in Munich. "Thus, there is uninspiring marginal compensation to go the next notch down the bank capital structures."

LTRO tilts supply to senior

But the covered bond market’s dominance over senior unsecured began to fade, following the European Central Bank’s two long term refinancing operations conducted in December 2011 and February 2012. The financial markets were flooded with liquidity and a new pattern of demand emerged.

Issuers increasingly decided to spurn the publicly syndicated market, and opted to pledge their covered bonds to the ECB. This was mainly because the 0.5% funding provided by the central bank was many times cheaper than what would have been possible in the public market.

Also, since senior unsecured bonds could not be used for ECB repo funding purposes, issuers that had access brought publicly syndicated
transactions.

"The principle is always to issue the difficult transactions if they are possible," says Julia Hoggett, managing director, head of FIG flow financing EMEA, at Bank of America Merrill Lynch in London. "Given how pricing has developed and the nature of the senior bid, issuers have seen a strong rationale to return to the senior market."

The surge of liquidity that followed the two LTROs also played a key role in flattening the credit curve and this helped boost demand for the higher yielding senior unsecured market.

"Covered bonds have become so historically rich versus senior that investors have been driven to look for yieldier alternatives from systemically important banks, from jurisdictions they are comfortable with," says Steffen Dahmer, head of covered bond syndicate at JP Morgan in Frankfurt.

The change in favour of the senior unsecured market this year has been particularly evident for banks in core jurisdictions such as Germany. And in contrast to peripheral markets, investors are rewarded for going down the capital structure.

For example, in early September Deutsche Pfandbriefbank issued a €500m three year senior deal at 195bp over mid-swaps. At the time, its five year covered bond, issued in June at mid-swaps 38bp, was indicated at around mid-swaps 12bp.

Nordic issuers, such as DNB Nor, have also enjoyed a similar situation.

"DNB is in a lucky position," says Thor Tellefsen, head of long term funding at DNB in Oslo. "The more critical investors become over some banks, the more attention the remaining banks get, and there’s been so much noise in Europe it has created a lot of positive attention for the Nordic banks."

In 2011 DNB took 75% of its funding in covered versus senior, partly because it had a large unused collateral pool as it had not started issuing covered bonds until 2007. But this year DNB has funded 55% in covered bonds and 45% in senior. It has also raised some additional capital.

The improving trend in favour of senior unsecured issuance is also evident at Danske Bank. In 2011 it funded 60% in covered and 40% in senior but this year the mix has been reversed. The bank is now fully funded for 2012 and is prefunding for 2013.

Less fortunate

But these two issuers are fortunate. For many banks in the periphery, returning to a balanced mix of funding remains out of reach. Most are overly dependent on the ECB for liquidity and covered bonds are the instrument to access that.

As a consequence of the crisis, the European market has become increasingly bifurcated. This has caused some investors to look beyond the relative value of any particular bond, the quality of collateral backing it, or even the strength of the legal framework.

In particularly challenged cases investors are increasingly taking a further step in their analysis by undertaking a fundamental examination of a borrower’s long term economic viability.

"We always look at the bank first and we’re unlikely to buy any of its bonds if we think its business model is unsustainable," says Jozef Prokes, a portfolio manager at BlackRock.

Yet despite increasing concerns over these banks’ business models, Prokes is convinced the senior market has to return for them. "Unless banks move to a specialised bank model they will need senior funding," he says. "If not, they will have to rely on the ECB for funding — but not even the ECB will accept every asset as collateral."

This implies that the European banking system as a whole will continue to be fragile until access to the senior market has returned for the weaker names — and not just the strongest in the best regions. Furthermore, without this crucial access to senior funding, it is also questionable whether issuers would be able to sell their covered bonds over the long term.

Capital boost needed

If both senior and covered bond markets are to return for challenged names, confidence in the institutions (and their sovereigns) is absolutely crucial. This will force many issuers to boost their capital.

"Bail-in will favour solid, well capitalised banks — and it will also be more difficult to fund in senior for banks that are not systemically important," says Tellefsen. "It is therefore critical that banks have a high enough capital buffer to ensure that bail-in shouldn’t come into effect."

Investors, such as Claus Tofte Nielsen, a portfolio manager at Norges Bank in Oslo, hope the more challenged names will be able to increase their level of core capital and adopt more conservative business models, which, he says, should help "give comfort to unsecured senior investors after 2015".

But the issuance of hybrid and other forms of subordinate bank debt, which should theoretically provide a loss-absorbing buffer giving comfort to senior investors, may in fact complicate matters.

Tellefsen says that in the last five years he has met very few investors that have looked at the total capital ratio. "They are all occupied with core tier one ratio, regulators are focussed on core tier one. But the true part of tier one should exclude hybrids."

Other complications include the linkages between the sovereign, its local banks and the use of ECB
funding.

"The problem of banking sectors needing life support via funding mechanisms or purchasing programmes has led to concerns relating to investor subordination," says Pimco’s Mierau. "The ECB LTROs exacerbate the problem by creating the incentive for banks to further monetise their balance sheets, which leaves even fewer unencumbered assets for depositors and unsecured creditors to have a claim against."

The potentially diminished senior claim of issuers that have extensively used the LTRO strengthens the case for a further capital boost to their balance sheets.

Denmark sets precedent

All banks will be obliged to move towards a more balanced funding approach in the run-up to January 2018 when bail-in will be implemented. Ultimately the finer details will be interpreted by national regulators. Many will look to Denmark for
guidance.

"All financial institutions are gearing up for the adoption of regulations concerning the liquidity coverage ratio, net stable funding ratio and bail-in," says Peter Holm, head of group funding and cover pool management at Danske Bank. "Details are yet to be decided, but we’ve already seen a number of bank packages in Denmark and in our case bail-in is not a theoretical discussion."

When two smaller Danish banks failed in 2011, senior creditors took losses. Holm says this experience "should be taken into account by regulators". He notes that, since the introduction of the last Danish bank support package, Denmark has "not seen any senior creditor suffer a loss".

The lesson to be learnt from Denmark was that the initial bank packages, enforcing senior losses, were considered too draconian. Even though the banks concerned were very small, the Danish bank sector suffered some negative fallout as a result. But the three iterations that followed the first bank package watered down the enforcement
of bail-in, helping to improve
perceptions.

Covered privilege deserved

Covered bonds have been excluded from bail-in discussions due to statutory legislative protections and the structural feature of cover pools being ring-fenced from the bankruptcy estate. As such, an issuer’s insolvency does not necessarily trigger a covered bond event of default.

The regulatory privilege that covered bonds enjoy will probably remain intact. BlackRock’s Prokes, who speaks for many other covered bond specialists, says the privilege is well deserved.

"The quality of covered bond legal frameworks and scrutiny on the assets that go into pools means banks are not able to abuse the system," he says. "It’s also technically difficult to bail in covered bonds, as you would have to force a sale of the assets, so it is logical to exclude them from bank resolution regimes."
  • 02 Oct 2012

Bookrunners of Global Covered Bonds

Rank Lead Manager Amount $m No of issues Share %
  • Last updated
  • Today
1 HSBC 10,838.70 62 5.31%
2 UniCredit 10,159.00 75 4.98%
3 LBBW 10,110.44 66 4.95%
4 Natixis 9,893.81 52 4.85%
5 Commerzbank Group 9,434.96 58 4.62%

Bookrunners of Global FIG

Rank Lead Manager Amount $m No of issues Share %
  • Last updated
  • Today
1 JPMorgan 74,770.87 312 6.42%
2 Bank of America Merrill Lynch 71,954.77 266 6.18%
3 Citi 70,764.06 354 6.08%
4 Goldman Sachs 66,011.45 527 5.67%
5 HSBC 61,677.36 280 5.30%

Bookrunners of Dollar Denominated FIG

Rank Lead Manager Amount $m No of issues Share %
  • Last updated
  • Today
1 JPMorgan 61,481.52 218 11.00%
2 Bank of America Merrill Lynch 60,236.14 220 10.77%
3 Citi 55,960.76 265 10.01%
4 Goldman Sachs 49,875.99 465 8.92%
5 Morgan Stanley 47,210.46 261 8.44%

Bookrunners of Euro Denominated Covered Bond Above €500m

Rank Lead Manager Amount $m No of issues Share %
  • Last updated
  • Today
1 Natixis 7,282.04 27 7.38%
2 Commerzbank Group 5,647.34 22 5.73%
3 LBBW 5,565.43 23 5.64%
4 SG Corporate & Investment Banking 5,470.19 24 5.55%
5 UniCredit 5,468.87 22 5.55%

Global FIG Revenue

Rank Lead Manager Amount $m No of issues Share %
  • Last updated
  • 02 May 2016
1 Morgan Stanley 365.83 497 7.62%
2 JPMorgan 332.66 618 6.92%
3 Bank of America Merrill Lynch 299.89 590 6.24%
4 Goldman Sachs 276.71 375 5.76%
5 Citi 264.54 592 5.51%

Bookrunners of European Subordinated FIG

Rank Lead Manager Amount €m No of issues Share %
  • Last updated
  • Today
1 HSBC 7,022.22 19 12.67%
2 Barclays 4,473.11 17 8.07%
3 Credit Suisse 4,278.10 14 7.72%
4 BNP Paribas 3,870.91 17 6.98%
5 UBS 3,864.55 18 6.97%