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Credit Views LondonLondon, 29 November 2012Market Analysis BFA-Bankia offers a benign exit optionCredit to subordinated bondholdersGlobal Credit • The EC has approved the restructuring plans of the four nationalisedHead of Global Credit Research entitiesJavier Serna The initial EUR47bn identified by Oliver Wyman has been reduced to EUR37bn due to email@example.com+44 207 648 7581 management actions. BFA-Bankia will receive EUR18bn, NCG Banco EUR5.4bn, Catalunya Banc EUR9bn and Banco de Valencia EUR4.5bn.EuropeHead of European Credit Research • Following the announcement by the EC, Bankia unveiled its updated& Covered BondsAgustín Martín strategic firstname.lastname@example.org+44 207 397 6087 The group aims to be profitable from 2013 and expects to report a net profit of EUR1.2bn in 2015. Pre-provision income should stand at EUR4.1bn and RoE at 10%. The number ofGuilherme Balieiroguilherme.email@example.com branches will be downsized by 39% to c. 2,000 and headcount by 28% to c. 14,500.+44 207 397 6075 • The BFA-Group’s recapitalisation stands at EUR18bn and will be carried outFinancialsDavid Golin * by mid-December firstname.lastname@example.org During the call management stated that BFA will be recapitalised by means of ESM bonds.+44 207 648 7501 However, there is still uncertainty on both the timing and on in which form Bankia will receiveAntonio Vilela * capital from its holding email@example.com+44 207 648 7682 • BFA-Bankia group has disclosed the losses to be imposed on subordinatedCorporates bondholdersAna Grecoana.firstname.lastname@example.org Subordinated bondholders will receive a generous exit offer. Tier 1 debt will be swapped into+44 207 648 7669 Bankia shares at 61% of par value and Upper Tier 2 at 54%. For LT2 bonds, the group’s restructuring could permit the exchange into shares at 84% or into a senior BFA zero couponSabrina Ransabrina.email@example.com bond.+44 207 397 6082 • An important step towards the resolution of the Spanish banking crisis, inPublic SectorMercedes Ferrer our firstname.lastname@example.org Bear in mind that the largest capital shortfall of the domestic banking system is related to+44 207 648 7655 BFA-Bankia group. Its imminent recapitalisation and restructuring, with most of its problematic* Author/s of this report real-estate assets transferred to the bad bank should ensure its solvency and viability. This should boost confidence in the rest of the sector, in our view.PLEASE SEE IMPORTANT DISCLOSURES ON THE LAST THREE PAGES OF THIS REPORT
Credit Views London, 29 November 2012 The EC approves the restructuring plans of the four nationalised Spanish banks The EC has just approved the recapitalisation plans for the four nationalised banks, BFA-Bankia, NCG, Catalunya Banc and Banco de Valencia (BdV). The disbursement of capital by the ESM to the FROB will take place in the first half of December. Subsequently, the FROB will inject the capital into the banks once the necessary corporate operations have been completed. It is important to highlight that although OW identified a capital shortfall of EUR47bn in these four entities, the capital needs of the entities will be reduced by the transfer of real estate assets to the SAREB, the assumption of losses by the subordinated bondholders and restructuring measures (asset disposals). This will reduce the capital needs of the four entities by EUR10bn to EUR37bn, of which EUR18bn for BFA-Bankia, EUR5.4bn for NCG, EUR9bn for Catalunya Banc and EUR4.5bn for BdV. According to the restructuring plans, by 2017 the balance sheet of each bank will be reduced by more than 60% compared to 2010. In particular, the banks will refocus their business models on retail and SME lending in their historical core regions. Finally it is important to note that if NCG Banco and Catalunya Banc are not sold before 2017, the entities will be liquidated (orderly resolution plan). This does not apply to BFA-Bankia as it is a systemic institution. Also, during the call Mr Almunia clearly stated that the liquidation of BdV would have been more expensive than selling it to CaixaBank despite the support provided for the transaction. The EC will disclose the capital requirements for the Group 2 banks, (CEISS, BMN, Caja3 and Liberbank) on 20 December. Bankia unveiled its new strategic plan following the EC announcement Following the announcement of the European Commission’s approval of the restructuring plans of the four nationalised banks, Bankia updated its 2012-2015 strategic plan. The key elements of this plan are set out below: • A EUR17,959mn injection of state aid (including the EUR4,500mn already injected). • The group aims to be profitable starting 2013 and to report a net profit of EUR1.2bn in 2015. • The bank is targeting new lending for c. EUR52bn up to 2015, of which 84% to corporates. • Divestment of non-core businesses and non-core strategic assets. • The number of branches should be downsized by 39% (from 3,117 to c. 1,900-2,000) and headcount by 28% (from 20,589 to 14,500). • Operating expenses should decline by 26% to EUR1.8bn. The group’s cost-to-income ratio should therefore stand at c. 40-45% by 2015. • Average total assets should decline by 20%, pre-provision income should stand at c.EUR4,100mn. • RoE of 10%. • Excess capital above the 9% core Tier 1 target (EBA) of EUR4.5bn. The group’s risk-weighted assets should contract from EUR166bn to EUR112bn.PLEASE SEE IMPORTANT DISCLOSURES ON THE LAST THREE PAGES OF THIS REPORT Page 2
Credit Views London, 29 November 2012 Mostly developer lending to be transferred to SAREB As at June 2012, the group had EUR57.2bn of commercial real-estate risk (EUR15.9bn real-estate assets and EUR41.3bn developer loans). After applying the discount to the transfer price to SAREB (around 49%), this exposure will have a net value of EUR29.3bn, of which EUR24.6bn will comply with the eligibility criteria to be transferred to the SAREB. The remaining exposure of EUR4.7bn on Bankia’s books is therefore negligible. Figure 1 Reduction of real estate risk after transfer to SAREB (EUR bn) 57.2 Real Estate Assets Discount due 15.9 to transfer price to SAREB 27.9 Real Estate Developer Assets 41.3 transferred 29.3 to SAREB 24.6 4.7 Total gross Net real estate risk Net real estate risk real estate risk after discount on on the balance sheet (Data as of 30 June) transfer to SAREB after transfer to SAREB Source: BFA Group data Following the transfer of assets to the bad bank, Bankia’s EUR144.6bn loan portfolio at the end en d of 2012 will be mainly retail -focused (62%). Corporates should represent 33% and real - retail- real- developers estate developers will just represent just 2%. Update on the liquidity profile The BFA-Bankia group has disclosed that it has EUR45.3bn of debt maturities, of which EUR32.8bn by 2017. According to the entity, liquid assets stood at EUR12.2bn in October 2012, but taking into account the capital increase (EUR13.5bn as EUR4.5bn has been already injected) and the EUR24.6bn government-guaranteed debt issued by SAREB in exchange for assets transferred, liquid assets will increase to EUR40.3bn. This figure also takes into consideration the EUR10bn reduction in liquid assets due to the fact that Bankia’s eligible OC would be below 25% as a consequence of transfer of assets to SAREB. Therefore the issuer will be requested to amortize retained covered bonds. Liquid assets will thus cover 89% of the debt maturities or 120% of debt maturities up to 2017. The entity has a LTD ratio of 164% in June 2012, which should decrease to 143% at the end of 2012e after transferring the real estate assets to SAREB. The group has a target LTD ratio of 120% in 2015.PLEASE SEE IMPORTANT DISCLOSURES ON THE LAST THREE PAGES OF THIS REPORT Page 3
Credit Views London, 29 November 2012 As regards the group’s reliance on the ECB and its exit strategy, the entity has stated that this money is currently funding its bond portfolio and the exposure will decline as government securities mature.Figure 2Impact of recapitalisation plan on BFA Group’s liquidity Liquid assets – Dec 2012e (EUR bn) Wholesale maturities Liquid assets (October) 12.2 Covered bonds (roll-over capacity) 30.5 SAREB bonds 24.6 Rest of maturities 14.8 Impact of transfer to SAREB on covered bonds (10.0) Total BFA Group maturities 45.3 Capital injection, BFA Group (net)* 13.5 Of which, maturing before end 2017 32.8 Total liquid assets 40.3* Net of the €4.5 bn already injectedSource: BFA Group data The recapitalisation will amount to EUR18bn, less than OW’s EUR24.7bn Oliver Wyman initially estimated a capital shortfall for BFA-Bankia group of EUR24.7bn. The injection of public aid to be made in December 2012 stands at EUR18bn. As can be seen in Figure 3 below, this is the result of the EUR200mn capital relief derived from the transfer of assets to the bad bank and the benefit of EUR6.5bn which will come from the liability management transaction. The EUR4.5bn already injected in September 2012 (after the severe losses that the group experienced in 1H12 following which the group had to be recapitalised as its capital fell below the minimum regulatory level) also has to be deducted from the original EUR24.7bn. During the call the management stated the BFA will be recapitalised in the form of ESM bonds and before the end of the year. However nothing was said about the type of instrument that will be utilised to recapitalise Bankia, or the timing. Figure 3 Group recapitalisation – determination of final capital needs (EUR bn) BFA Group capital needs – Oliver Wyman adverse scenario 24.7 -/+ Impact on capital needs due -/+ to transfer of assets to SAREB -0.2 -/+ Hybrid instruments -6.5 Capital to be contributed by shareholders 18.0 Of which, injected in September 2012 4.5 Source: BFA Group data Losses imposed on subordinated bondholders are less than expected Subordinated bondholders will receive a generous exit offer, Tier 1 debt will be swapped into Bankia shares at 61% of par value, and Upper Tier 2 at 54%. LT2 bonds can be either swapped into shares at a 14% discount or into senior BFA zero coupon bonds with a discount of 1.5% per month until the maturity date of the LT2 security. In our view, given the discount rate, the second option would be applied only to low duration BFA bonds. The process for assessing the haircut to applied to each security is as follows: the economic value will be determined by discounting a bond’s cash flow by using a discount rate of 20% for Tier 1 securities, (15% UT2 and 10% LT2). 10 points have then been added to the economic value, being the maximum premium allowed by the Memorandum of Understanding and a further 20 points as equity will be given instead of cash.PLEASE SEE IMPORTANT DISCLOSURES ON THE LAST THREE PAGES OF THIS REPORT Page 4
Credit Views London, 29 November 2012 This method of calculating the terms of the exchange explains why subordination rights appear not to have been respected given that the haircut applied to UT2 is higher than applied to the preference shares. We are in touch with the issuer on this and will pass on any further information provided. We have to acknowledge that haircuts applied to hybrids and subordinated debt are less than either our estimates or those implied by market levels. Management has said that the timing of the exchange has not been decided yet. In particular, at this stage it is still uncertain if it will be implemented before or after the recapitalisation. However, during the conference call, Bankia’s management stated that the dilution risk deriving from the issue of new shares has already been taken into consideration when the terms of the exchange were set. From our conversation with management, we understood that the liability management will be initially implemented on a voluntary basis. However we recall that according to the Memorandum of Understanding “steps will be taken to minimise the cost to taxpayers of bank restructuring. After allocating losses to equity holders, the Spanish authorities will require burden sharing measures from hybrid capital holders and subordinated debt holders in banks receiving public capital, including by implementing both voluntary and, where necessary, mandatory Subordinated Liability Exercises (SLEs). Banks not in need of State aid will be outside the scope of any mandatory burden sharing exercise. The Banco de España, in liaison with the European Commission and the EBA, will monitor any operations converting hybrid and subordinated instruments into senior debt or equity”. The risk here is therefore that a subsequent mandatory liability management exercise could follow the initial voluntary one. That said, we expect the participation rate in the voluntary exercise to be substantial. The distinction here between voluntary or mandatory exchange offer is important as the second is a restricting credit event and therefore triggers CDS contracts.PLEASE SEE IMPORTANT DISCLOSURES ON THE LAST THREE PAGES OF THIS REPORT Page 5
Credit Views London, 29 November 2012Market & Client StrategyDirectorAntonio Pulidoant.email@example.com+34 91 374 31 81Global CreditHead of Global Credit ResearchJavier Sernajavier.firstname.lastname@example.org+44 207 648 7581Credit EuropeHead of European Credit Corporates AmericasResearch & Covered Bonds Ana Greco email@example.comAgustín Martín +44 207 648 7669 New Yorkagustin.firstname.lastname@example.org Jose Bernal+44 207 397 6087 email@example.com Sabrina Ran firstname.lastname@example.org +1 212 728 1561Guilherme Balieiroguilherme.email@example.com +44 207 397 6082+44 207 397 6075 Mexico Public Sector Edgar CruzFinancials Mercedes Ferrer firstname.lastname@example.orgDavid Golin email@example.com +52 55 5621 firstname.lastname@example.org +44 207 648 7655+44 207 648 7501Antonio Vilelaantonio.email@example.com+44 207 648 7682PLEASE SEE IMPORTANT DISCLOSURES ON THE LAST THREE PAGES OF THIS REPORT Page 6
Credit Views London, 29 November 2012Important DisclosuresThe BBVA Group companies identified by the research analysts’ names included on the front page of this report have participated in or contributed to itspreparation, including the information, opinions, estimates, forecasts and recommendations therein.For recipients in the European Union, this document is distributed by Banco Bilbao Vizcaya Argentaria, S.A. (hereinafter called "BBVA"). BBVA is a banksupervised by the Bank of Spain and by Spain’s Stock Exchange Commission (CNMV), registered with the Bank of Spain with number 0182.For recipients in Mexico, this document is distributed by BBVA Bancomer, S.A. Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer (hereinaftercalled “BBVA Bancomer”). BBVA Bancomer is a bank supervised by the Comisión Nacional Bancaria y de Valores de México.For recipients in USA, this document is being distributed by BBVA Securities Inc. (hereinafter called “BBVA Securities”), a subsidiary of Banco Bilbao VizcayaArgentaria, S.A. (“BBVA”) registered with and supervised by the U.S. Securities and Exchange Commission and a member of the Financial Industry RegulatoryAuthority (“FINRA”) and the Securities Investor Protection Corporation. U.S. persons wishing to execute any transactions should do so only by contacting arepresentative of BBVA Securities in the U.S. Unless local regulations provide otherwise, non-U.S. persons should contact and execute transactions through aBBVA branch or affiliate in their home jurisdiction.BBVA and BBVA Group companies or affiliates (art. 42 of the Royal Decree of 22 August 1885 Code of Commerce), are subject to the BBVA Group Policy onConduct for Security Market Operations which establishes common standards for activity in these entities’ markets, but also specifically for analysis andanalysts. This BBVA policy is available for reference at the following web site: www.bbva.com.Analysts residing outside the U.S. who have contributed to this report are not registered with or qualified as research analysts by FINRA or the New YorkStock Exchange and may not be considered “associated persons” of BBVA Securities (as such term is construed by the rules of FINRA). As such, they are notsubject to NASD Rule 2711 restrictions on communications with subject companies, public appearances and trading of securities held in research analysts’accounts.BBVA or any of its affiliates beneficially owned at least 1 % of the common equity securities of the following companies covered in this report: N/A.In the past twelve months, BBVA or one or more of its affiliates managed or co-managed public offerings of the following companies covered in thisreport: N/A.In the past twelve months, BBVA or one or more of its affiliates has received compensation for investment banking services from the followingcompanies covered in this report: N/AIn the next three months, BBVA or one or more of its affiliates expects to receive or intends to seek compensation for investment banking services fromthe companies covered in this report: Bankia.BBVA or one or more of its affiliates makes a market/provides liquidity in the securities of the following companies covered in this report: N/A.BBVA is subject to a Code of Conduct for Security Market Operations, which details the standards of the above-mentioned overall policy for the EU.Among other regulations, it includes rules to prevent and avoid conflicts of interests with the ratings given, including information barriers. This Code ofConduct for Security Market Operations is available for reference in the ‘Corporate Governance’ section of the following web site: www.bbva.com.BBVA Bancomer is subject to a Code of Conduct and to Internal Standards of Conduct for Security Market Operations, which details the standards of theabove-mentioned overall policy for Mexico. Among other regulations, it includes rules to prevent and avoid conflicts of interests with the ratings given,including information barriers. This Code and the Internal Standards are available for reference in the ‘Grupo BBVA Bancomer’ subsection of the‘Conócenos’ menu of the following web site: www.bancomer.com.BBVA Securities is subject to a Capital Markets Code of Conduct, which details the standards of the above-mentioned overall policy for USA. Amongother regulations, it includes rules to prevent and avoid conflicts of interests with the ratings given, including information barriers. Page 7
Credit Views London, 29 November 2012Exclusively for Recipients Resident in MexicoIn the past twelve months, BBVA Bancomer has granted banking credits to the following companies covered in this report: N/A.In the past twelve months, BBVA Bancomer has granted Common Representative services to the following companies covered in this report: N/A.As far as it is known, a Director, Executive Manager or Manager reporting directly to the BBVA Bancomer General Manager has the same position in thefollowing companies that may be covered in this report: N/A.BBVA Bancomer S.A. Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer acts as a market maker/specialist in: MexDer Future Contracts (USdollar [DEUA], 28-day TIIEs [TE28], TIIE Swaps, 91-day CETES [CE91]), Bonos M, Bonos M3, Bonos M10, BMV Price and Quotations Index (IPC), OptionsContracts (IPC, shares in América Móvil, Cemex, CPO, Femsa UBD, Gcarso A1, Telmex L) and Udibonos.BBVA Bancomer, and, as applicable, its affiliates within BBVA Bancomer Financial Group, may hold from time to time investments in the securities orderivative financial instruments with underlying securities covered in this report, which represent 10% or more of its securities or investment portfolio, or 10%or more of the issue or underlying of the securities covered.Ratings System, Distribution and HistoryMeaning of RatingsWe have three ratings for bonds based on our current expectations of relative returns over a six month period: i.) Buy – we expect the bond to outperform itspeer group, sector or relevant benchmark; ii.) Hold - we expect the bond to perform in-line with its peer group, sector or relevant benchmark; and iii.) Sell - weexpect the bond to underperform its peer group, sector or relevant benchmark. Factors which may influence our ratings include: current market prices andconditions, operating issues and financing needs which may impact an issuer’s ability to service its debts, macroeconomic trends and outlook for interestrates, specific features of an issue, and the potential for a change in rating by credit rating agencies.Analyst CertificationThe Research analysts included on the front page of this report hereby certify that (i) the views expressed in this report accurately reflect their personal viewsabout the subject companies and their securities and (ii) no part of my compensation was, is, or will be, directly or indirectly, related to the specificrecommendations or views expressed in this report. Page 8
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