BPM’s €500 Million Capital Increase Is a Crucial Step in Reducing Risk to Bondholders
On 23 May, Banco Popolare di Milano S.C.a r.l (BPM, B1 negative, E+/b2 stable5
) announced that the
€500 million capital increase it launched on 5 May was 99.48% subscribed, primarily by retail investors.
Full subscription of BPM’s equity issue is credit positive and a crucial step for the bank to reduce its risk of
failing to meet new regulatory capital thresholds and to pass the European Central Bank’s (ECB)
comprehensive assessment.
The capital raise increases BPM’s regulatory capital above the minimum 8% threshold set by the ECB for
its assessment, and, more importantly, strengthens a possible partial or full removal of the risk-weighted
assets (RWA) add-on that the Bank of Italy (BoI) has applied to BPM. Moreover, the capital raise proves
that a midsize Italian bank with vulnerable credit fundamentals and a strong employee-dominated
governance structure can successfully tap the equity markets.
After BPM repaid its Tremonti bonds6
in June 2013, the bank had one of the lowest capitalisations among
its domestic peers. The capital increase will raise BPM’s common equity Tier 1 ratio to about 8.46% from
7.30% reported at the end of first-quarter 2014, improving its loss-absorption capacity. However, even with
this higher capital, BPM has little leeway for covering a capital shortfall resulting from the ECB’s
assessment, highlighting the importance of the BoI reducing the RWA add-on in order to increase
regulatory capitalisation sufficiently above the 8% threshold.
In April 2011, BPM disclosed that a regulatory inspection unveiled serious deficiencies in corporate
governance, organisation, risk management, control and group structure. This prompted BoI to require that
BPM increase its RWA with an add-on on some assets (Exhibit 1), which we consider an indirect request to
increase the bank’s capitalisation (Exhibit 2).
BPM hopes that its resolution of its deficiencies prompts regulators to allow for a partial or full removal of
the add-on. The bank will formally submit a request for relief sometime this month. However, we note that
BPM continues to face corporate governance challenges, as the influence of BPM’s shareholders/employees
has not changed since the regulatory inspection, despite the various attempts by management to institute
reforms. If the BoI rejects BPM’s request, the bank’s capital ratios would be close to the minimum required
under the ECB’s comprehensive assessment.
BPM is the second bank to tap equity markets in 2014, following Banco Popolare Societa Cooperativa’s
(Ba3 negative, E+/b3 positive) €1.5 billion rights issue in April. With Italian banks planning to raise €9
billion of fresh capital,7
BPM’s fully subscribed equity suggests investor support.