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SNS Bank Expert reports CVC Scenario Unrealistic - says Ducth Finance Minister in June REview; Reiterates Bankruptcy was only Alternative to Nationalization
Dutch Finance Minister Wopke Hoekstra said that an acquisition scenario from private equity CVC outlined in
SNS Bank expert report is not a viable option, according to a quote in a review by Allen & Overy released June 29. The Dutch state’s and the bank stakeholder’s arguments will be heard at the Enterprise Chamber of the Court of Amsterdam on Nov. 29.
The court initiated a new investigation into SNS Bank NV and SNS Reaal NV, it said on July 27. The investigation focuses on the course of events at SNS Reaal before its nationalization, and covers the period of July 1, 2006, to Feb. 1, 2013, the date of nationalization. The inquiry was requested by the Vereniging van Effectenbezitters, or VEB, and Stichting Beheer SNS Reaal (SNS REAAL Management Foundation).
An expert report on SNS Bank published in April outlined two main scenarios which could have taken place instead of the bank’s nationalization. The first was the possible acquisition of the lender’s holding company SNS Reaal by private equity group CVC Capital Partners, and the alternative was a bankruptcy of the bank and its subsequent liquidation.
In the CVC scenario, the bondholders would have recovered a total value of €484.6 million, whereas in the bankruptcy scenario, the recovery value is estimated around €813.9 million, according to the April’s report commissioned by the Amsterdam court.
In response, the minister said in the A&E report that the CVC scenario cannot be taken into account as a “realistic scenario” as the expert report contains “methodological mistakes in its calculations.” For example, he noted that the experts wrongfully assume that the bondholders would have agreed on a liability management exercise, in which they would have to agree on a voluntary basis to sell their claims at 25% of their original value.
The minister highlighted in the expert report that “the negotiations with CVC were apparently stopped shortly before the reference date” (Feb. 1, 2013), leading to bankruptcy being the only viable scenario. He therefore argues that the total recovery value as estimated in the CVC scenario should be ignored completely.
“My predecessor on Feb. 1, 2013, had no other choice than to nationalize SNS Bank and SNS Reaal, to avoid a serious and immediate risk danger for the stability of the Dutch financial sector. There was no other motive for this decision,” the minister said.
He said that, although the bankruptcy scenario would have been realistic for SNS Bank, the expert report has made significant mistakes in calculating the bondholder’s recovery value. On behalf of the state, Deloitte has drawn up a liquidation table, shown below:
Recovery
According to the Minister, holders of SNS Bank’s subordinated debt do not have any recovery value from the SNS Bank’s inventory. They will be able to receive between €10 million and €86 million (1.4%-12.2%) of their nominal claim from SNS Reaal’s inventory.
The total recovery value of the participation certificates is estimated at between €44.79 million and €49.33 million, according to the liquidation balance. The report notes that holders of the participation certificates will only be able to claim up to between €0.2 million and €1.1 million from the SNS Reaal inventory.
In the bankruptcy scenario, the minister denies the possibility of a consolidated run-off plan, and argues that a corporate settlement of SNS Bank’s bankruptcy should be seen as the base case in the discussed scenario. It adds that in a 10-year corporate settlement scenario, the remaining available cash flow would be €980 million, in contrast to the estimated €6.7 billion in the consolidated run-off plan as argued in the April expert report.
Based on these assumptions, and by applying the same sensitivity analysis as in the expert report, the minister argues that subordinated debt holders will not be paid anything in a corporate settlement run-off in a five-year sale scenario.
In a nine-year sale scenario (in contrast with the ten-year sale scenario of the expert report), the total remaining cash flow will be €559 million, with which 87% of the nominal value of the subordinated claims can be paid. In the case of an eight-year sale scenario, the remaining cash flow would be €88 million, leading to a total nominal recovery value of 13%. In a ten-year sale scenario, the remaining cash flow would be €1.3 billion, which would be sufficient to pay off the subordinated debt holders, who collectively claim €646 million. This is shown below:
The report concludes that the total value of SNS Bank’s securities in the main bankruptcy scenario is as follows:
- 11.25% SNS Bank subordinated debt: €4.952.640,38;
- 5.75% SNS Bank subordinated debt: €170.247,01;
- 6.25% SNS Bank subordinated debt: €4.054.974,31;
- 6.25% SNS Bank subordinated debt: €564.910,54;
- 4.238% SNS Bank subordinated debt: €77.385,01;
- 1999-2019 Poseidon loan: €4.952,64;
- Ohra private loan: €174.890,11;
- SNS Participation Certificates: €45.19 million;
- Remaining expropriated effects and assets: nil.
In subsidiary scenarios, the actual value is estimated to total €129.55 million and €249.1 million, the report notes.
Stakeholders are expected to release their response to the state’s arguments outlined in the Allen & Overy report by Sept. 14. The next hearing in the Enterprise Court in Amsterdam will take place on Nov. 29.