Creo que también vale la pena que sigas el blog de un "experto" de Tenesse que está muy enfadado con la UE y su idea del burden-sharing, tiene muchos posts recientemente sobre el tema. Lo podríamos invitar a Rankia si se compromete a escribir en castellano!
http://tennesseeindependent.blogspot.com/
Pego un exemplo de lo que está analizando (él se centra en ING y Aegon):
Summary of Arguments to Stop EC from Causing Deferral of Payments on the Aegon Hybrids:
A. The key is classifying the securities issued to Aegon's majority shareholder in December 2008 as "Junior Securities" ( Junior Security) to the hybrids. I would just be shocked to find out that those securities, which are pari passu (Pari-passu) with common stock, were not Junior, for the reasons discussed below.
B. Aegon made a "payment" to the majority shareholder on those Junior Securities in May 2009.
C. The Junior Security is an Annual Payment Security.
D. A Payment on a Junior Security Triggers the Mandatory Payment Event in the Aegon hybrid prospectuses.
E. The number of Mandatory Payments depends on classifiying the Junior Security as paying distributions Annually, Semi-Annually or Quarterly.
F. A payment on a Junior Security that pays Annually would trigger 4 Mandatory Payment Events for the hybrids.
G. This would consequently require payment for the quarterly distributions in June, September and December 2009, and March 2010.
H. If Aegon buys Junior Securities from its majority shareholder in December 2009 as it plans to do, this would trigger a Mandatory Payment Event.
I. If the Junior Securities are purchased after 12/15, the Mandatory Payments on the hybrids would be for the entire 2010 year.
All of the foregoing arguments are based on my interpretation of the Mandatory Payment clauses in the prospectuses and the classification of the securities issued to the majority shareholder as Junior Securities to the hybrids and those Junior Securities pay Annual distributions within the meaning of the Mandatory Payment clause.
These arguments are discussed in these posts:
Nail on the Head for Aegon Mandatory Payment Event?
Pay Back Dutch Government=Buying Junior Security=Mandatory Payment Event/Bond Investing Process
Item # 3: Impact of Any Payment to Dutch State in May
The agreement between Aegon and its majority shareholder: Exhibit 4.11
The prospectus language on Mandatory Events in the hybrid AEB at p. S-22 www.sec.gov
AEV: at p. S-21 www.sec.gov/
AED at p. S-20: www.sec.gov
AEH at p. S-21: www.sec.gov/
AEF at p. S-22: www.sec.gov
Based on what I know now, the EC is not trying to cause a violation of the loan covenants in order to implement its burden shouldering policy. If it did, the consequences would be disastrous for the European firms. In the U.S. a private actor (one not protected by sovereign immunity) inducing a breach of contract could be held liable for treble damages in an action for tortious interference with contracts. We take that kind of conduct very seriously in the U.S. Also, the remedy for a breach of covenants is not very good, and that can sometimes lead a party to violate a contract, knowing that the remedy is that they can only be forced to pay what is owed. This would be a disastrous choice for an insurance company wanting to sell products in the U.S.
The following is a quote from a hybrid prospectus on the ranking of the hybrids:
"The Capital Securities will be direct, unsecured, subordinated obligations and will rank equally without any preference among themselves and among our Existing Capital Securities. The Capital Securities will be subordinated to the claims of all of our Senior Creditors, present and future. Currently, our outstanding Common Shares and preferred shares are our only securities that rank below the Capital Securities and the Existing Capital Securities are our only securities that currently rank equally with the Capital Securities. All of our other securities currently rank senior to the Capital Securities." Page S-12: www.sec.gov
This is a quote about the ranking of the shares issued to the Majority shareholder:
"Status and Subordination of the Securities
The Securities constitute direct, unsecured, subordinated obligations of the Issuer and rank pari passu without any preference among themselves. The Securities will rank pari passu with the Common Shares of the Issuer (except that the Securities do not carry voting rights) and will be subordinated to the Senior Claims (as defined below).
For the purposes of this paragraph:
subordinated to the Senior Claims means and has the effect that any claims or rights that a Holder has under the Securities against the Issuer (the Junior Claims) are subordinated in right of payment (including any prepayment, repayment, distribution, set-off or recovery, whether in cash or in kind) in respect of all claims that any creditor of the Issuer has at any time against the Issuer (the Senior Claims). If (in the event of a winding-up, dissolution, or otherwise) the amount of payments to be made under the Junior Claims is to be calculated: (i) first it shall be calculated the amount to be paid on the Senior Claims and the Junior Claims based on their statutory ranking; (ii) second the amount to be paid towards the Junior Claims based on their statutory ranking shall be paid instead towards the Senior Claims until such Senior Claims are paid in full, and the remaining amount, if any, shall be shared among the Holders and the holders of Common Shares as set out in the following paragraph.
rank pari passu with the Common Shares means and has the effect that any proceeds remaining after payment of the Senior Claims and payments on the AEGON Preference Shares (the Excess Proceeds) shall be applied towards payment of amounts due under the Common Shares and the Junior Claims on a pro rata basis (theAttributed Amount). The Holders shall not have any rights to and, shall, to the extent necessary (upon acquiring any Securities) waive their rights to, receive payment of the Excess Proceeds which they may be entitled to receive on the basis of the statutory ranking of Junior Claims vis-à-vis the Common Shares in excess of the Attributed Amount in respect of the Securities.
Page 408: Exhibit 4.11
The hybrids are listed as bonds at Aegon's web site: Capital securities - Aegon
The description of the securities issued to the majority shareholder are described as in pari passu with the common shares at Aegon's web site: Convertible Core Capital Securities - Aegon
So, I am still waiting to hear the argument that the securities are not Junior to the hybrids
Since the hybrids are foreign to us in the U.S., uniquely European, I would like to have any input from my European readers who may have specialized knowledge about these securities as to their ranking in the capital structure.
I have no reason to believe that Fitch gave any consideration to any of the foregoing when downgrading the rating of Aegon's hybrids to junk. Nor do I have any information that Moody's gave any consideration to the points that I have made about ING and Mandatory Payment Events, when stating unequivocally that there was a high probably that the EC will ask ING to defer.
Please note that a valid Mandatory Deferral Event (a solvency type issue) occurring after a Mandatory Payment Event will allow for a deferral of prospective payments during the period of the valid Mandatory deferral.
There are a couple of relevant differences in my opinion relating to ING compared to the Aegon situation. First, unlike Aegon, ING has not announced that it intends to buy back the Junior Securities issued to the Dutch State at a time certain, more like a general intent to buy back those securities. Second, on the issue of whether the payments to the Dutch State by ING are annual payments, the wording of its contract is not the same as Aegon's agreement with its majority shareholder, and I will leave it with that observation. ( Compare Exhibit 4.11 with exv2w10)
