ICBC Asia successfully raised a $500 million 10-year Basel III-compliant Tier 2 subordinated note with a coupon of 4.5% on Thursday night, despite concerns that the debt is seen as riskier than other offerings in the market.
The deal has a one-time issuer call option on October 10, 2018, with the call subject to a prior written consent from the Hong Kong Monetary Authority (HKMA). The interest will be fixed for the first five years and then reset at the then prevailing five-year US Treasury yield plus the initial spread.
The paper was priced at 315bp above Treasuries, much tighter than its initial price guidance of mid-300bp over Treasuries, according to sources. This suggests there was strong investor demand for the notes in spite of the possibility that investors could lose all their money if regulators decide the financial institution cannot survive.
“The deal was certainly groundbreaking,” said a source close to the deal. “It is the first [US dollar-denominated] Basel III debt instrument from Asia. As such it will set a template – in terms of structure – for what we are likely to see from other Asian borrowers down the road.”
ICBC Asia’s bond deal received an order book of $2.3 billion from about 150 accounts. Asian investors subscribed to a chunk of the bond – 74%, followed by Europe with 25% and US offshore 1%. Private banks invested in 45% of the notes, followed by asset managers and fund managers with 30%, banks and insurance companies each with 12%, and others 1%.
ANZ, Bank of America Merrill Lynch, Citi, Crédit Agricole, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, ICBC, Royal Bank of Scotland (RBS) and UBS were the bookrunners of ICBC Asia’s latest deal.
Citi, Deutsche Bank, HSBC, ICBC and UBS were the global coordinators of the bond.
Loss absorption structure
For Basel III notes, loss absorption of a bond can happen in one or two ways. There can be a write-down of the note’s principal or a conversion of that paper into equity. ICBC Asia is unable to do the latter because the Hong Kong-based entity is privately held by its parent, ICBC.
As a result, the issuer can only opt for a write-down and has chosen to have a dual-trigger format, which will allow the proceeds of these notes to count as capital at both its subsidiary and parent level on a consolidated basis.
But this will require the bonds to be subject to regulations under the Banking Capital Rules of Hong Kong and China’s Capital Rules for Commercial Banks, according to Fitch in a report on October 2. That means that if either one of the regulators deem the financial institution non-viable, the bond will be written down to zero.
The issuer’s point of non-viability can be tested in two ways: firstly, when the HKMA has to inject funds into ICBC Asia or secondly, if the write-down of the notes preserves the solvency of the financial institution.
Unlike the Basel III bonds of European or US issuers, there is no numeric trigger point for point of non-viability. For example, if the Tier 1 ratio of a bank falls to 7% - which is considered a high trigger – then the notes have to be written down or converted to equity. Alternatively, there is also a low trigger of 5 1/8%, notes a source.
“A lot of investors prefer ICBC Asia’s note as it does not come with an explicit capital trigger, which a lot of the European borrowers have adopted,” said a source close to the deal. “If you had a 7% trigger, for example, you are more likely to hit that than a lower trigger and at the 7% where the bond converts or gets written-down, investors would want a higher premium.”
Also, investors are comforted by the fact that ICBC is the world's most profitable bank, meaning that the likelihood of it being deemed non-viable at the parent level is low, adds the source.
Although the deal was priced tightly to initial guidance, syndicate bankers highlight that it was a challenge pricing the deal given that there were not many comparables available.
Bankers looked at outstanding deals of European comparables as well as existing Basel II notes – which would normally be priced around 250bp over Treasuries. As a result, the new issue and point of non-viability premiums for ICBC Asia’s deal was approximately 65bp, notes a source.
However, due to ongoing price discovery issues, ICBC Asia’s bond spreads widened to 325bp above Treasuries in secondary markets shortly after it was printed.
Despite these problems, a syndicate banker believes that pricing for these Basel III-compliant structures in Asia will tighten over time, with investors demanding less of a premium as they become more familiar with the issuance of such bonds.
“If we look at Europe, the difference is very marginal,” the banker said.
Despite the teething concerns, the issuer is no stranger to Basel III-compliant debt. In October 2011, it issued a Rmb1.5 billion ($245 million) 10-year bond that is callable in the fifth year with a 6% coupon. That bond was the first Basel III-compliant bond ever to print from Asia.