Another bank down. How many more to go?
Last week, it was Silicon Valley and Signature Banks down, with an almost-gone to First Republic.
And now, too big to fail Credit Suisse almost failed this past weekend. Instead, fellow Swiss bank UBS is buying its former rival for negative $14 billion. Say what?
Yes, UBS is paying $3.2 billion to Credit Suisse shareholders, but only because Swiss banking regulators are eliminating $17.2 billion of the bank’s liabilities, leaving its bondholders with nothing but worthless paper.
Global regulators have determined that 30 megabanks – Global Systemically Important Banks, as they’re known – are too big to fail.
You know the usual suspects – Citibank, JPMorgan Chase, Barclay’s, Deutsche, UBS and the like.
Because of their designation as G-SIB, they operate under stricter capital standards and regulatory scrutiny than their smaller peers.
Nevertheless, with Credit Suisse propped up as Exhibit #1, they can still end up being worth a negative amount of money.
Emily Peck and Matt Phillips write today that in the normal world of mergers and acquisitions, that wouldn’t be possible.
“Bondholders are senior to shareholders, meaning that they get paid first, and only once they’re paid out in full do shareholders get anything.
“In the real world of rescuing a too-big-to-fail bank, however, such niceties can end up being sacrificed for the sake of managing to get a deal done.”
Wow! Turns out that senior UBS management and its major shareholders didn’t particularly want to buy Credit Suisse, while Credit Suisse management and shareholders reportedly didn’t want to be caught holding an empty bag.
It’s unlikely this deal would have gotten shareholder approval – from either side – which is one reason why Swiss authorities changed the law to permit the deal.
The interests of international financial stability ended up overriding the interests of shareholders. Justice prevails, right? Well, kinda or something like that.
Swiss regulators sort of forced the two banks together, threw Credit Suisse shareholders a $3.2 billion bone, and zeroed out a bunch of junior contingent convertible bonds that are supposed to convert into equity when a bank gets into trouble.
Credit Suisse shareholders ended up losing about $17 billion in equity value over the past year. At that point, Peck and Phillips point out, there wasn’t another $17 billion left to lose, “so the next tier up had to take a hit.”
In the interests of expedience, it was easier to just zero out the convertible bonds and leave shareholders with $3.2 billion than it would have been to convert them to equity and then pay them out at pennies on the dollar.
Apparently, just finding a conversion price would have been incredibly a big burden.
Bank balance sheets comprise one pile of assets offsetting another pile of liabilities. Shareholders only own the slice in between, which in the case of Credit Suisse was nothing.
When a bank is failing, they generally have no say in what happens to it. The convertible bondholders have more reason to feel betrayed. But they were going to lose most of their money anyway — and besides, convertible bonds are supposed to behave like equity in a crisis.
In that sense, it shouldn’t come as a complete surprise that they’ve been wiped out to keep Credit Suisse alive – or now embedded as part of a new UBS.
As the Wicked Witch of the West orders her minions toward the end of Wizard of Oz, “Seize them!”
And seize them, they did.
San Francisco bank First Republic was taken over by the Federal Deposit Insurance Corporation over the weekend and was sold to too big to fail JPMorgan Chase in the pre-dawn hours this morning.
All in a day’s work.
It was the third bank failure in two months and the second-largest in the nation’s history, and the one unanswered question now is, is there a systemic banking crisis or not?
What’s Going On?
JPMorgan, the country’s largest bank, will assume all of First Republic's $92 billion in deposits, including ones that weren't insured.
The FDIC didn't even need to invoke its so-called “systemic risk exception” to insure them, as it did with Silicon Valley and Signature Banks.
Members of Congress who run the banking committees in both houses generally praised the federal takeover of First Republic and called its sale to JPM an example of a successful public-private collaboration.
Rep. Maxine Waters of California and the top Democrat on the House Financial Services Committee said: “This prompt and cost-effective sale of the bank protects depositors, limits contagion, and ensures that no cost is borne to our nation’s taxpayers.”
Perhaps. Still, such effusive praise should raise our eyebrows, given the nearly $17 million in campaign contributions the commercial banking industry gave to members of Congress in 2022, according to OpenSecrets.org.
But as Pam and Russ Martens of Wall Street on Parade remind us, it shouldn’t be lost (but, apparently, it has been on the regulators that approved the sale and their fans in the Capitol) that JP Morgan is a five-time felon, with the same CEO – Jamie Dimon – at its helm.
But I digress…