Il Banco Popolare si prende una bella botta in termini di rating con questa operazione... e i problemi, secondo Fitch, non sarebbero terminati...
Fitch Takes Rating Action on Banco Popolare & Italease on Acquisition
19 Mar 2009 1:00 PM (EDT)
Fitch Ratings-London/Milan-19 March 2009:
Fitch Ratings has today downgraded Italy-based Banco Popolare's (BP) Long-term Issuer Default Rating (IDR) to 'A-' (A minus) from 'A' and placed it on Rating Watch Negative (RWN). Fitch has also affirmed the bank's Individual Rating at 'C', its Support Rating at '2' and Support Rating Floor at 'BBB'. The agency has downgraded BP's EUR1,150m Tier 1 securities to 'BBB' from 'A-' (A minus) and placed them on RWN.
At the same time, the agency has downgraded Banca Italease's (Italease) Individual Rating to 'F' from 'D/E' and revised the rating watches on the bank's Long-term IDR of 'BBB-' (BBB minus) and its Short-term IDR of 'F3' to Positive from Negative, where they were placed on 5 March 2008. Italease's Support Rating has been affirmed at '2' and removed from RWN. Fitch has also downgraded the bank's EUR150m trust preferred securities to 'B-' (B minus) from 'BB', while maintaining a RWN on the securities' rating.
A full list of rating actions on BP, its subsidiaries and Italease is provided at the end of this comment.
The downgrade of BP's ratings follows the announcement that the bank will launch an offer to acquire all the outstanding shares in Italease. As a result, Italease will become a fully-owned subsidiary of BP. BP, together with Italease's other main shareholders - Banca Popolare dell'Emilia Romagna (BPER, rated 'A-' ((A minus))/Stable), Banca Popolare di Sondrio (BPS, rated 'A'/Stable) and Banca Popolare di Milano (BPM, rated 'A'/Stable) - announced that following the acquisition of Italease, in a second step two new companies would be created.
The first company will contain about EUR5bn of Italease's gross impaired loans covered by about EUR1bn of loan impairment allowances and mainly composed of leasing contracts on large real estate assets.
This company will be 80%-owned by BP, with the remaining 20% held by BPER, BPM and BPS. The second newly-created company will contain about EUR5.2bn of leasing assets and EUR700m of mortgages, mainly distributed through the shareholder banks' branch networks.
The second company will be owned by BP (32.79%), BPER (36.44%), BPS (20.95%) and BPM (9.83%). Funding for the company containing the impaired loans will be provided by the shareholders in proportion to their stakes, while the second company will be funded by BPER, BPS and BPM, but not BP. Fitch understands that all of Italease's outstanding bonds will remain in Italease, and hence in a fully-owned subsidiary of BP.
As a result of the transaction, BP's credit risk has increased materially as it will own an 80% stake in the new company containing Italease's impaired loans. Fitch considers that the availability of collateral on these impaired loans should mitigate the potential impact somewhat.
On 13 March 2009, Italease announced that impaired loans, mainly relating to large real estate assets, had risen sharply in the prior two months to reach EUR4.5bn. In addition, BP will own about EUR10bn of other assets, which mainly relate to leasing contracts, that Italease had distributed directly, and through agent networks and intermediaries, and to its factoring business.
While the latter, which amounts to about EUR2bn, should be of adequate quality, Fitch expects that the leasing assets might be subject to deterioration in the current economic environment.
BP has announced that it intends to dispose of the factoring assets within the next 18 months.
The bank announced that the acquisition would reduce its core Tier 1 ratio by 83 basis points. Fitch acknowledges that the bank has made an application to issue hybrid Tier 1 instruments, to be subscribed to by the Italian government, which would be eligible for inclusion in core Tier 1 regulatory capital.
As a result, Fitch expects the bank's capital ratios to be adequate given its risk exposure. The affirmation of the Individual Rating also reflects the bank's strong franchise in some of Italy's wealthiest regions combined with the good potential to improve core operating revenue and efficiency, and its modest exposure to market risk.
Nevertheless, the RWN on BP's Long-term IDR reflects Fitch's concerns over the bank's increased exposure to riskier assets resulting from the acquisition of Italease at the same time as the quality of the bank's book is likely to come under pressure given the current economic environment.
The agency expects to resolve the RWN in coming months after reviewing the bank's performance and asset quality and its ability to integrate and manage the assets resulting from Italease acquisition. The downgrade of the hybrid Tier 3, Upper Tier 2 and Tier 1 instruments issued by BP is in line with Fitch's notching policy on hybrid instruments.
The downgrade of Italease's Individual Rating to 'F' reflects Fitch's view that the bank would have defaulted if it had not received external support. Italease announced on 13 March 2009 that its regulatory capital ratios will fall significantly below the regulatory minimum at end-2008 as a result of a sharp rise in loan impairment charges to about EUR850m.
The downgrade of Italease's trust preferred securities reflects Fitch's view that there is material risk of a coupon deferral. The Rating Watch Positive (RWP) on Italease's Long- and Short-term IDRs reflects the likelihood of a rating upgrade following the completion of the acquisition by BP. The agency expects to resolve the RWPs on completion of the transaction.
The rating actions are as follows:
Banco Popolare:
Long-term IDR: downgraded to 'A-' (A minus) from 'A'; placed on RWN
Short-term IDR: downgraded to 'F2' from 'F1'
Individual Rating: affirmed at 'C'
Support Rating: affirmed at'2'
Support Rating Floor: affirmed at 'BBB'
Senior debt: downgraded to 'A-' (A minus) from 'A'; placed on RWN
Lower Tier 2 subordinated debt: downgraded to 'BBB+' from 'A-' (A minus); placed on RWN
Upper Tier 2 subordinated debt: downgraded to 'BBB' from 'A-' (A minus); placed on RWN
Tier 3 debt: downgraded to 'BBB' from 'BBB+'; placed on RWN
Hybrid Tier 1 instruments: downgraded to 'BBB' from 'A-' (A minus); placed on RWN
Banca Italease:
Long-term IDR: 'BBB-' (BBB minus); Rating Watch revised to Positive from Negative
Short-term IDR: 'F3'; Rating Watch revised to Positive from Negative
Individual Rating: downgraded to 'F' from 'D/E'
Support Rating: affirmed at '2'; removed from RWN
Senior debt: 'BBB-' (BBB minus); Rating Watch revised to Positive from Negative
Lower Tier 2 subordinated debt: 'BB+'; Rating Watch revised to Positive from Negative
Upper Tier 2 subordinated debt: 'BB'; Rating Watch revised to Positive from Negative
Tier 3 subordinated debt: 'BB'; Rating Watch revised to Positive from Negative
Trust preferred securities: downgraded to 'B-' (B minus) from 'BB'; RWN
Banca Aletti:
Long-term IDR: downgraded to 'A-' (A minus) from 'A'; placed on RWN
Short-term IDR: downgraded to 'F2' from 'F1'
Support Rating: '1'; placed on RWN Banca Popolare di Novara:
Long-term IDR: downgraded to 'A-' (A minus) from 'A'; placed on RWN
Short-term IDR: downgraded to 'F2' from 'F1'
Support Rating: '1'; placed on RWN Credito Bergamasco:
Long-term IDR: downgraded to 'A-' (A minus) from 'A'; placed on RWN
Short-term IDR: downgraded to 'F2' from 'F1'
Support Rating: '1'; placed on RWN