Morgan Stanley came up with the solution
that may unlock one of Europe’s most protracted bank cleanups,
according to people familiar with the matter.
The U.S. lender is behind a special-purpose vehicle that
has become central to a bond buyback at Portugal’s Novo Banco
SA, said the people, who asked not to be identified because
they’re not authorized to talk about it. The strategy persuaded
investors including Pacific Investment Management Co. to accept
an offer they’d threatened to reject, a person with knowledge of
the plans said this week.
Morgan Stanley overcame a key objection for Novo Banco
bondholders by finding a way of turning nontransferable deposit
accounts into tradeable assets. The Portuguese lender has
offered high-yield accounts as compensation for the discounted
buyback as it seeks to raise 500 million euros ($590 million) of
capital by Oct. 2 to seal a sale to Lone Star Funds.
Under the structure, the deposit accounts will be held and
securitized into tradeable bonds by an SPV called Emerald Bay,
the people familiar with the matter said. Morgan Stanley offered
the deal to investors this month and will take at least 50 basis
points per trade, the people said. It will consolidate the notes
into fewer bonds after the transaction, according to one of the
people. Novo Banco isn’t directly involved in setting up the
SPV, a person said.
Emerald Bay
The Emerald Bay deal was structured and pitched to
investors by bankers in Rehan Latif’s European credit and
securitized products groups and Massimo Piazzi’s global special
situations team, the people said. Morgan Stanley’s market-making
unit also owns the targeted bonds, according to the people.
Tom Walton, a spokesman for Morgan Stanley in London,
declined to comment on the bank’s involvement. Pimco and Novo
Banco officials declined to comment on the bond buyback.
Novo Banco offered to repurchase notes due in April 2019
and May 2019 for 82 cents on the euro, and it gave investors the
option of placing cash payments 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. The lender, which is controlled by Portugal’s
central bank, is also seeking to buy back longer-dated notes.
Investors had been reluctant to accept the compensatory
accounts because holding assets that aren’t easily tradeable may
violate their internal rules.
The bond buyback offer 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.