On May 16, 2013, Italy-based Banco Popolare Societa Cooperativa SCRL
(Banco Popolare) announced a tender offer to buy back its outstanding
preferred securities and its lower Tier 2 dated subordinated medium-term
notes.
We view the offer on the preferred securities as a "distressed exchange",
and the offer on the lower Tier 2 securities as "opportunistic", under
our criteria.
We are therefore lowering our issue ratings on the Tier 1 preferred
securities to 'C' from 'CCC+' and affirming our 'B+' rating on the lower
Tier 2 subordinated notes.
Today's rating action does not affect our counterparty credit rating on
Banco Popolare or any other of the issue ratings on the bank.
MILAN (Standard & Poor's) May 21, 2013--Standard & Poor's Ratings Services
said today it has lowered its rating on Banco Popolare's Tier 1 rated
preferred securities (ISIN XS0304963290 and ISIN XS0304963373) to 'C' from
'CCC+'. We also affirmed the 'B+' rating on Banco Popolare's lower Tier II
subordinated notes.
The rating action follows Banco Popolare's announcement on May 16, 2013, that
it has launched a tender offer on the outstanding amount of its Tier 1
preferred securities and subordinated debt. As of today, the total amount of
preferred securities was €374 million and the total amount of dated
subordinated debt was €781 million.
The rating action does not affect our counterparty credit rating on Banco
Popolare or any other of the issue ratings on the bank.
The downgrade of the bank's hybrid Tier 1 instrument reflects our opinion that
the proposed tender offer on the preferred securities is "distressed", under
our criteria, as it implies investors will receive less value than originally
promised as the offer will likely imply a repurchase below par value. We take
into account that, before today's rating action, our 'CCC+' rating on the
preferred securities already incorporated our view of the high risk we saw
that Banco Popolare may have deferred the payment of the coupon on these
securities, in the future, had the exchange not occurred. We understand that,
absent any repurchase of hybrid pari passu securities over the last 12 months
(including this tender offer), Banco Popolare would have had the option to
defer the coupon payment under the terms and conditions of the hybrid
securities. This is mainly because Banco Popolare posted net losses in the
fiscal year ending Dec. 31, 2012, and it did not distribute dividends to
ordinary shareholders in that year. As referred to in our criteria, an
exchange offer on an equity hybrid instrument may reflect the possibility
that, absent the exchange offer taking place, the issuer might exercise the
coupon deferral option, in accordance with the terms of the instrument. In
such an instance, we would lower the rating on the hybrid to 'C', rather than
'D'.
The affirmation of the rating on the lower Tier 2 subordinated notes reflects
our opinion the proposed tender offer on those securities is opportunistic.
According to our criteria, we consider an offer to be "opportunistic" when an
issuer offers to exchange bonds for below par, when changes in market interest
rates, other technicalities, or market developments have caused its bonds to
trade at a discount.
According to the information provided by the issuer, the rationale of the
proposed transaction is to optimize the issuer's capital structure under Basel
III. Under capital adequacy rules, the type of securities subject to the offer
will be gradually phased out of regulatory capital. We understand that Banco
Popolare complies with current regulatory ratios and continues to meet the
European Banking Authority requirement of a core Tier 1 ratio of 9% without
any government support.
On completion of the tender offer, we will review the rating on Banco
Popolare's Tier 1 preferred securities.