Carige’s share issue underwriting agreement is credit positive
On 18 November, Banca Carige S.p.A. (B3 developing, ca1 ) announced an underwriting agreement with four institutions for its €500 million share issue, existing shareholders’ formal commitment to subscribe to 30% of the share issue, and the issuing price of €0.01 per share. The agreements and pricing are credit positive because they increase the chance that the bank’s capital increase will succeed, reducing the risk of supervisory intervention. Unlike the pre-underwriting agreement, which included a number of bank-specific conditions, the underwriting commitment with Deutsche Bank, Credit Suisse, Barclays and Equita Sim is now more binding, subject only to general conditions such as the market environment and investor feedback. This means that the share issue will go ahead except in case of a significant market event or little or no investor interest in the pre-marketing phase. Furthermore, the roughly 30% or €150 million formally committed by existing shareholders reduces the amount to be sold into the market. The bank’s CEO Paolo Fiorentino estimates that almost €300 million is effectively, although not formally, committed. In addition, the issue price of new shares of €0.01 and the resulting valuation of about 25% of tangible book value (below peers, which are trading at around 40%-50% of tangible book value), while extremely dilutive for existing shareholders, appears aimed to attract new investors anticipating value appreciation following the bank’s restructuring. The option period for existing shareholders will terminate on 6 December. In September 2017, the bank announced an expanded €1 billion recapitalisation plan by year end to make it possible for the bank to reduce its stock of problem loans as per the request of its supervisor, the European Central Bank, in December 2016. We perceived a high risk that Carige’s proposed recapitalisation would fail and an intervention from the supervisory authorities would ensue. The agreements, together with about €300 million capital already raised through the exchange of subordinated bonds for discounted new senior bonds and asset disposals, reduce this risk. If the recapitalisation proves successful, Carige’s credit quality will strengthen. If however the share issue were to fail, we expect Carige would be subject to supervisory intervention, likely culminating in a wind-down similar to the one applied to the Veneto banks. In that case, the government compensated the buyer of the Veneto banks and no losses were imposed on senior debt investors, but shareholders and owners of subordinated debt lost their investments.