Novo Banco SA is standing firm against
bondholders over terms of a buyback that the lender says is
crucial for its sale to Lone Star Funds.
The troubled Portuguese bank faces an Oct. 2 deadline to
raise 500 million euros ($600 million) by repurchasing senior
bonds for less than face value. It’s resisting bondholder
requests for concessions beyond last month’s offer to put cash
from the buyback into high-yield deposit accounts, according to
people familiar with the matter.
Fund managers who own the targeted senior bonds told bank
officials they’ll only agree to a deal if the deposit accounts
are made freely tradeable on bond exchanges, said the people,
who asked not to be identified because discussions are private.
Investors including Pacific Investment Management Co. are
pushing Novo Banco for the change because they face internal
rules about holding hard-to-trade assets, the people said.
“Making a deposit account transferable turns it into
something in a different legal form which is easier to deal
with, or ticks a box for particular investors,” said James
Coiley, a London-based partner at law firm Ashurst. “It might or
might not be a silver bullet.”
Final and Fair
An official at Novo Banco said the current cash offer to
bondholders is “final and fair,” while declining to comment on
whether that rules out making deposits transferable. A Pimco
official declined to comment on the talks.
The bond buyback is central to Novo Banco’s efforts to
boost capital -- a key requirement in its planned sale to John
Grayken’s Lone Star. Bondholders that already suffered two
rounds of losses since the 2014 collapse of predecessor Banco
Espirito Santo SA must decide whether to accept the deal and tie
up funds for years, or seek a higher payout, even if that means
jeopardizing the takeover and causing greater bond writedowns.
Novo Banco offered to buy back bonds due in April 2019 and
May 2019 for 82 cents on the euro, with the cash going into
deposit accounts paying as much as 6.84 percent, according to a
filing last month. Over three years, the payments would equal a
full redemption of the securities. It’s also looking to buy back
longer-dated notes.
The deal was rejected by 15 of 36 noteholder groups on
Sept. 8. Twelve meetings were postponed to Sept. 29 because
quorums weren’t met, while holders of nine securities agreed to
the terms. Novo Banco’s chief executive officer has been meeting
investors in Europe this month to try to reach an agreement,
people familiar with the matter said.
To make accounts tradeable, the bank could use a special-
purpose vehicle to issue bonds with a coupon matched by income
from the deposits, said Coiley, who’s advised clients on
separate cases tied to the Lisbon-based lender. Novo Banco may
resist making deposits transferable because it would mean paying
future buyers, rather than just existing investors, he said.
“If Novo were happy to accommodate investor preferences,
they probably wouldn’t do the buyback in this form in the first
place,” Coiley said.