UPDATE 2-UBS opens books for first low-trigger CoCo issue
(Adds additional comments, writes through)
By Helene Durand
LONDON, Feb 14 (IFR) - The first European Tier 2 deal where bondholders could lose all principal via permanent write-down rather than the notes converting into equity could price on Wednesday after UBS opened books for the contingent capital issue.
As Tuesday's session got underway, the Swiss bank approached investors with price guidance of 7.5% area for the 10-year non-call five low-trigger CoCo via UBS (global coordinator), BNP Paribas, Commerzbank, Deutsche Bank and SG and had attracted well over USD1.5bn of orders from investors, a source familiar with the deal said.
Despite many institutional investors previously voicing strong reservations over permanent write-down structures, preferring instead an instrument that offers a chance to benefit from a bank's recovery, early indications of demand appear to confirm that there are willing buyers for this new form of bank capital.
"Everyone is eyeing this deal and its outcome," said a head of FIG syndicate. "Everyone hopes it will price tighter than the 7.5% guidance as otherwise other banks could be reluctant to replicate this trade as they will see it as expensive capital.
The banker said institutional investors suddenly become highly conservative when buying a security labelled as CoCo but would be more comfortable with a bond compliant with the Capital Requirements Directive 4. Basel 3 for EU area banks will be implemented through the CRD4.
The 7.5% coupon is around 200bp more than where UBS's traditional Lower Tier 2 capital trades. Some institutional investors hoped the deal would come a lot wider.
"The level is a good one if you are a private bank but horrible one if you are an institutional investor," another FIG syndicate banker. "This deal highlights the huge difference that remains between old style Lower Tier 2 and new style and we are no closer to answering the question of whether the old style is too cheap or new style too expensive given that everything somehow will end up having to absorb losses going forward."
According to a banker involved in the transaction, 60%/65% of the demand so far has come from retail/private banks while the rest has been from institutional buyers.
"The biggest challenge of the pricing on this trade is that it has to be attractive enough for institutional investors without giving away to much to retail," he said. "At 7.5%, investors are being more than compensated for what is a very remote risk."
Under the so-called Swiss finish, the country's large banks must have a 19% total capital ratio by 2019, divided into 10% of Common Equity Tier 1 capital, 3% of high-trigger contingent capital and 6% of low-trigger contingent capital.
Credit Suisse priced the first high-trigger contingent capital trade from Switzerland in February last year, attracting huge demand from private banks and institutional investors for the Tier 2 bond which converts into equity if the Tier 1 ratio falls below 7%.
The UBS CoCo is expected to be rated BBB- by both S&P and Fitch and fulfils some of the Swiss low-trigger requirements. Under the terms of the deal, if it is not called at the call date, the coupon resets to five-year US dollar mid-swaps plus the initial spread.
Coupons are non-deferrable.
Under the terms of the deal the bonds can be written down permanently if the bank's common equity Tier 1 ratio falls below 5% or is considered non-viable. UBS's Tier 1 capital ratio under Basel 2.5 stands at 16%.
A non-viability event is described as the point at which without such write-down or extraordinary support to improve the bank's adequacy, the bank would otherwise be bankrupt, insolvent or unable to pay its debts, as determined by the Swiss regulator.
Investors have been wary of the non-viability concept as some have feared it would give regulators wide powers of intervention.
REMOTE TRIGGER
While the 5% trigger is likely very remote investors worry about the tail risk said one banker, who also think that a permanent write-down potentially subordinates them to equity.
However, bankers on the trade highlight the remoteness of the trigger and the fact that the deal is gone-concern capital, so that UBS would have to eat through large chunks of capital before hitting. They also add that if the bonds did write down, the equity would not be worth much at that stage.
UBS's management has argued against issuing notes that potentially convert into equity to meet the Swiss regulatory requirement. The bank has previously said it would not meet the high-trigger buffer with contingent capital but would instead fulfil it with equity. (Reporting by Helene Durand; editing by Alex Chambers)
UPDATE 2-UBS opens books for first low-trigger CoCo issue | Reuters