Royal Bank of Scotland’s Forced Sale of Branches Is Credit Negative for Bondholders
Last Friday, Royal Bank of Scotland Group plc(RBS, Baa1 review for downgrade) announced it will sell
314 branches serving retail and small and midsize enterprise (SME) customers in the UK through an initial
public offering (IPO) of its Williams & Glyn’s (WG) entity.
The sale of these branches is credit negative for RBS bondholders because it will reduce the group’s UK
market share and result in the loss of a portion of stable and predictable earnings. In addition, given the
high degree of integration within the RBS retail and commercial banking operations, the segregation of
these branches will increase the risk of operational disruption and generate additional costs.
RBS will issue a £600 million bond, to which a consortium of investors led by private equity firms Corsair
(unrated) and Centerbridge (unrated) will subscribe. The RBS markets division will partly finance the
consortium’s purchase. Upon completion of the IPO, the bond will be exchanged for a significant minority
equity stake in WG.
The European Commission (EC) required RBS to sell part of its UK branch network as a condition to its
approval of the UK government’s £45 billion capital injection into the bank at the height of the financial
crisis. However, the IPO will only be executed when the branches are operationally separated from the rest
of the RBS, a process we expect will take some time.
The size of the investor group’s minority participation in WG from the exchange of the bond into equity
will depend on the tangible book value of WG before the IPO. The investor group will also have the
opportunity to acquire an additional 10% stake in WG at the IPO price, but its investment in WG will not
exceed 49%.
Disposing of the WG branches will reduce the RBS share of the UK SME market to 31% from 36% and its
15.0% current share of the UK deposit market to 13.6%. As a result, RBS will no longer benefit from the
corresponding portion of income generated by the WG branches. RBS has indicated that the branches that
will be transferred to WG generated an operating pre-tax profit of £168 million in the first half of this year,
or 12% of the group’s operating income.
RBS originally agreed with the EC to complete the sale of some of its UK branches by November, but later
said it would apply for an extension. RBS entered into a sale agreement on these branches with Santander
UK PLC(A2 negative, C-/baa1 stable),1
but the deal was cancelled at the end of last year when Santander
informed RBS that it did not believe the agreed upon conditions would be satisfied by a deadline that
Santander would not to extend. Missing that deadline points to the complexity and associated costs
involved in segregating a relatively small portion of a business that is well integrated into the RBS
operations.