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Rescued European Banks: The Long Stream Of Divestments Continues

The global financial crisis and ensuing European sovereign debt crisis were characterized by the widespread provision of government solvency support for failing, systemically important European banks. These rescues largely ceased by 2015, because the crises had mostly run their course by then. Furthermore, the public policy and resolution frameworks, notably the EU's Bank Recovery and Resolution Directive, started to move the dynamic away from government bailout to creditor bail-in.

However, just as the effort to make banks truly resolvable is proving to be a long-term project, many European governments' ability to exit their stakes in these rescued banks has taken far longer than they might ever have hoped. Nevertheless, the Italian government's recent sale of a sizable stake in Monte dei Paschi, the Dutch government's ongoing sell-down of more of its stake in ABN AMRO, and National Bank of Greece's partial exit from the Hellenic Stability Fund have thrown renewed light on this topic. Despite economic gloom, rescued banks are now on a much better footing, with cleaned-up balance sheets, which is conducive to governments being able to offload further stakes in rescued European banks. But with no strong catalyst to expedite sales, and still meaningful inhibitors, many of these assets are likely to remain on government balance sheets for a good while longer.

Bank ownership and governance and the role of the public sector are important factors in our assessment of banking systems and individual bank creditworthiness. However, aside from the initial bailouts, which typically supported bank obligations to senior creditors, governments' ownership of, and eventual divestment from, rescued commercial banks has rarely weighed meaningfully on our ratings. That said, while divestments in and of themselves might not move bank ratings, our assessments could be sensitive where there is an associated change in strategy, financial policy or targets, or risk appetite.

European governments' bailouts of troubled systemic commercial banks supported financial stability and likely saved significant cost to their economies. With resolution now an increasingly credible alternative path for many systemic European banks, and government ownership often proving to be costly and enduring, we continue to consider it unlikely that European governments will once again step in to bail out failing banks. However, with government-backed liquidity arrangements having proven their value when underpinning Credit Suisse's liquidity as it transitioned to UBS, other European central banks and governments may explore similar mechanisms.

After The Flood Of Bank Rescues, A Slow Trickle Of Divestments

European bank rescues took place in two main phases: the 2008-2009 financial crisis and the 2011-2014 sovereign debt crisis. In many cases, there was a concurrent sale or split of weak assets into "bad banks" (government-backed asset management vehicles, such as NAMA in Ireland or Sareb in Spain). In all cases we cite in table 1 in the Annex, public ownership (in whole or part) was intended to be "temporary," and indeed divestment within a defined deadline was often a requirement under the associated EC state approval. There were certainly some instances of quite rapid progress in divesting bank stakes. But 10-15 years later, governments have fully exited fewer than half those banks. This delay is far from unprecedented: for example, following the bailout of Nordbanken in 1992, the Swedish government finally exited its residual 20% stake in Nordea only in 2013.

We see several reasons why bank divestments have often taken many years:

  • Delayed asset quality cleanup: This delay was worse where bad banks were not used, but also reflected that rehabilitation was undermined by the weak economic conditions prevalent for many years. In the euro area, the creation of the Single Supervisory Mechanism (SSM) and the European Central Bank's push to reduce nonperforming assets prompted the cleanup since 2017.
  • Complexity: Some of the bank restructurings were incredibly complex, chief among them Royal Bank of Scotland Group (now NatWest).
  • The tougher earnings environment: Most prominently for investment banking activities and due to the years of zero or negative policy rates, this led to further bank restructuring. Combined with regulations that hiked capital requirements and impeded securitization, this depressed equity valuations in the sector. As such, European banks remain lowly valued relative to peers in other regions.
  • Political considerations: Most governments would prefer to avoid crystallizing a loss on their investment (which would be typical among these banks, with the notable exception of the Irish government's exit from Bank of Ireland). Furthermore, divestment windows that align with the bank's business planning cycle may not coincide with political election and economic cycles. Divestments can require significant planning, particularly for IPOs, and market and/or political conditions may change in the meantime.
  • Governments are not distressed vendors: They can typically afford to wait, not least because deadlines set under state aid approvals have been routinely pushed back and, politically, bank divestments are not a hot topic with the electorate.
  • Some of the stakes are sizable: Absent an IPO or trade sale, the shares need to be drip-fed into the secondary market.

The Dynamics Have Shifted In Favor Of Divestments, But Exits Will Remain Difficult

With balance sheets now cleaned up, a lot of operational restructuring completed, and earnings prospects brighter, conditions have improved for governments to reduce bank stakes or exit entirely (see chart 1). From a fiscal perspective, government finances are rarely meaningfully affected by the monetization of investments in banks, but a sell-down is nevertheless helpful at a time when government debt is at record levels and fiscal deficits need to be squeezed.

Chart 1

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Depending on the size of the stake in the rescued bank, governments typically have various divestment options: IPO, trade sale (e.g., to an incumbent player or private equity), secondary placements into the market (such as book builds and trading plans), or a buyback of capital by the bank. We observe that European governments have deployed all these strategies to a degree, but secondary placements are favored in many countries, not only when the government only ever held a minority stake. IPOs have significant execution risk, and the case for trade sales is mixed (see box 2). By contrast, secondary placements allow a steady, low profile drip feed of the stake into the market and offer a chance to capture the benefits of any future appreciation in bank valuations.

In this context, UBS' March 2023 acquisition of Credit Suisse and Caixabank's 2020 acquisition of Bankia stand out. Notwithstanding the attendant risks, Credit Suisse was a once-in-a-lifetime opportunity for UBS to significantly grow its market share at a low price and with fewer-than-normal regulatory and shareholder approvals needed. Bankia was the agglomeration of several rescued banks, which Caixabank then acquired--at a cost of €5 billion and some modest anti-trust undertakings--to become the stand-out leader in Spanish retail and commercial banking.

We see as more typical the Irish government's gradual divestment of Bank of Ireland Group, and the U.K. government's gradual exit from Lloyds and NatWest. By contrast, among the banks where there has been no sell-down, 100% government-owned de Volksbank is rather typical, being a bank with a solid balance sheet but which the government does not yet see as ready for divestment (see box 3).

Some Governments Have Used Their Ownership To Serve A Wider Purpose

Government ownership of rescued banks in countries like Germany, Greece, The Netherlands, and the U.K. has not changed their role or meaningfully altered the shape of their national banking systems. But there are some exceptions elsewhere. The most dramatic changes have been in banking systems that have consolidated heavily, for example in Slovenia, Ireland, and, perhaps most notably, Spain (see box 4). While governments, as owners, and regulators have maybe not orchestrated this consolidation, they have been supportive of efforts to improve the structural profitability of their banking systems. At an individual bank level, we also see:

  • Banque Internationale à Luxembourg, which is likely to remain 10%-owned by the government as it seeks to maintain a degree of control of this now substantially foreign-owned systemic bank.
  • Landsbankinn, where in the most recent ownership policy the government states that it will hold a significant (at least 34%) equity stake in the long term to ensure stability in the domestic financial sector. By contrast, the government already divested from local peer Arion banki and plans to divest the remaining stake in Islandsbanki through 2025. Once completed, the government will only start the process for Landsbankinn.

image

Rating Implications Of Divestment Are Limited

The initial bailouts of troubled banks supported our issuer credit ratings, even if the banks were forced to default on subordinated obligations to assist with burden-sharing. Ongoing government ownership of these banks has implicitly supported our view of creditworthiness where it instilled counterparty and creditor confidence in the bank. However, governments have been clear about their intent to eventually divest and have not tried to control these banks' strategies. In addition, the banks' role as commercial institutions has not morphed into them becoming policy institutions. We have therefore never assessed them to be government-related entities, but rather remain as commercial banks. Initially, our ratings on many of the rescued banks would have continued to benefit from some uplift for possible further extraordinary support as they remained systemically important institutions. This ended in 2015 when we revised our government support assessments across much of Europe, seeing such a prospect as uncertain given the rise of bank resolution frameworks as offering a credible alternative path if these banks failed.

Given that since 2015 our ratings on these rescued commercial banks did not assume that governments would be willing to inject further solvency support, governments' eventual divestment has rarely weighed meaningfully on our ratings. That said, while divestments in and of themselves might not move bank ratings, we assess the rating implications for each bank of any associated change in strategy, financial policy or targets, or risk appetite.

European Authorities Continue To Bank On Resolution

With resolution now increasingly credible and government ownership often proving to be costly and hard to exit, we still consider it unlikely that European governments will once again step in to bail out failing banks. It's notable, for example, that if UBS had not acquired Credit Suisse in March 2023, the Swiss authorities have since confirmed that they were ready to put Credit Suisse into resolution--having dismissed the option of bailing out the banking group, as it had done for UBS in 2008.

However, liquidity is different. With the government-backed liquidity arrangement having proven its value to underpin Credit Suisse's liquidity as it transitioned to UBS, we see some European central banks and governments as likely to explore similar mechanisms.

Related Research

Annex

Table 1

Few European governments have fully divested their stakes in rescued banks
Country Bank (First) Date of rescue Current % ownership Stage of divestment Notes
Germany Deutsche Pfandbriefbank AG 2008 0% Completed Spun out of Hypo Real Estate in 2015 after state intervention in 2008. Government sold shares to institutional investors and reduced its stake from 20% to 3.5% in 2018. It completed the divestment in 2021.
Germany Commerzbank AG 2008 16% Partial Commerzbank acquired Dresdner Bank in 2008, but needed €18 billion of capital. It repaid much of the initial injection but took until 2015 to run down Eurohypo. Share price has recovered from all-time lows since the start of the latest restructuring in 2021 but the divestment plan for the remaining stake is unclear.
Iceland Arion Bank 2008 0% Completed The bank that emerged after the government nationalized Kaupthing. The creditors of Kaupthing, through Kaupskil, took 87% ownership of Arion and the government held 13%. Kaupskil reduced its stake to 58% through a private placement in 2017. In 2018, Arion conducted an IPO, reducing the government stake to 0%.
Iceland Islandsbanki 2008 43% Partial The bank that emerged after the government nationalized Glitnir. The government sold a 35% stake via IPO in 2021 and a further 22.5% in 2022 via secondary placement. It aims to sell a 20% stake in 2024 and will divest the remaining stake in 2025.
Iceland Landsbankinn 2008 98% None The bank that emerged after predecessor Landsbanki defaulted on its overseas liabilities. Contrary to the other D-SIBs, the government has announced no concrete divestment plans. We do not view the government stake as indicative of a long-term strategic ownership, and therefore do not consider the bank to be a GRE.
Latvia AS Citadele banka 2008 0% Completed The good bank that emerged from rescued Parex Banka. The government divested in 2010.
Netherlands ABN AMRO NV 2008 50% Partial Dutch government ownership stems from its rescue of Fortis in 2008. Relisted as a public company in 2015. Gradually being sold down through trading plan with the stake reduced to just below 50% in September 2023. Another trading plan aiming to reduce the government stake to 40% was announced on Nov. 30, 2023.
Switzerland UBS AG 2008 0% Completed Swiss government bought mandatory convertibles in 2008 but had sold out by 2009.
U.K. Northern Rock plc 2008 0% Completed Trade sale to Virgin in 2011. Now operates as Virgin Money plc.
U.K. NatWest Group plc 2008 39% Partial Renamed from Royal Bank of Scotland Group. The U.K. government started to sell down its original 84% stake in 2015 and--through share placements, a trading plan, and buybacks--its holding fell to 39% by May 2023. Subject to market conditions, the government recently confirmed that it intends to fully exit by April 2026. It will explore the possibility of a share sale to retail investors alongside other disposal methods.
Austria Hypo Alpe-Adria-Bank International AG 2009 0% Completed HAA was nationalized and recapitalized by the Austrian government in 2009. It sold the domestic branches to Anadi Financial in 2013. During 2014, the rest of the group was separated into a bad bank (Heta Asset Resolution), and a Balkans banking group that was then sold. The Heta wind-down completed with the liquidation of the resolution entity in 2021.
Germany HSH Nordbank 2009 0% Completed Received €3 billion capital from then states of Schleswig-Holstein and Hamburg in 2009. Due to the European Commission's state-aid agreement, the bank had to be privatized again. It was sold for €1 billion to a consortium of private equity companies in 2018 and renamed to Hamburg Commercial Bank afterwards.
Ireland Bank of Ireland Group plc 2009 0% Completed 14% stake was acquired by the state as part of restructuring with CRE loans sold to NAMA; the government invested in equity and preferred stock. The bBank redeemed the preferred stock in 2016. In September 2022, the group returned to full private ownership (the first among other Irish banks rescued). Shares were sold by the govrenment through the trading plan in three phases from June 2021 to September 2023. Overall, the government recieved €6.7 billion from its investmnet of €4.7billion.
Ireland AIB Group plc 2009 41% Partial Stake acquired in two phases in 2009 and 2010. Undertaken as part of restructuring that saw CRE loans sold to NAMA. The bank redeemed some government-held preferred stock in 2015 and converted the rest to equity. The government sold an initial 28.75% equity stake in June 2017 for €3.4 billion and is in process of a phased exit since the beginning of 2022 mainly through the trading plan (accelerated bookbuild transactions) and one directed buyback executed in April 2023. As of end-November 2023, the government recovered €13.6 billion (through a combination of disposal proceeds, buybacks and dividend income) out of €20.8 billion invested for AIB's rescue. The outstanding state stake in AIB of 40.8% is worth c.€4.5 billion as of Nov. 27, 2023.
Ireland Permanent TSB Group Holdings plc 2009 57% Partial 100% stake initally acquired. Irish Life was subsequently split off from the bank and fully divested. The government sold 25% in May 2015. In November 2022, PTSB issued subscription shares to NatWest Group as partial non-cash consideration for its Ulster Bank transaction. As a result, NatWest held 16.7% of the issued share capital of PTSB and the government’s shareholding reduced from 74.9% to 62.4%. In June 2023, the government sold a 5% stake in PTSB reducing the state ownership to 57.4%. The government has recovered so far €2.7 billion of €3.9 billion invested. The outstanding state stake in PTSB is worth around €0.5 billion.
U.K. Lloyds Banking Group plc 2009 0% Completed The government sold down the stake from 43% through two accelerated book builds to institutional investors in 2013/2014, followed by a drip-feed of residual shares into the market between 2014 and May 2017.
Belgium Belfius Banque SA 2011 100% None Former Dexia Bank Belgium, purchased by the Belgian State for €4 billion. The pandemic put on hold the planned partial IPO (25%-35%). There is no specific timing publicly announced but the bank is expected to be privatised at some point.
Slovenia Nova Ljubljanska Banka D.D. 2011 25% Partial NLB was recapitalized between 2011 and 2013 by the Slovenian government, becoming 100% government-owned. In November 2018, the government sold an initial 59.1% stake of NLB via an IPO to the public. It then sold another stake in June 2019 to institutional investors and kept 25% plus one share of NLB, making the government still the largest single shareholder of the bank. The government has not indicated whether it will divest more.
Greece Eurobank SA 2012 0% Completed Hellenic Financial Stability Fund (HFSF) took an original 2.4% stake, which was since diluted by the merger of Eurobank with Grivalia. In October 2023, the HFSF completed the disposal of the residual 1.4%.
Greece Alpha Bank SA 2012 0% Completed The government took an intial 11% stake via the HFSF. This was diluted to 9% after a 2021 capital raise. UniCredit agreed to purchase the HFSF's residual stake in November 2023, as part of their partnership in Greece.
Greece National Bank of Greece SA 2012 18% Partial In November 2023, the HFSF disposed 22% to institutional investors via an accelerated bookbuild. We consider it likely that divestments will continue if conditions remain supportive.
Greece Piraeus Bank SA 2012 26% None Divestment plans remain unclear, although HFSF's recent progress with other bank divestments could open the door to Piraeus. The HFSF aims to complete the exit from the Greek banks by 2025.
Luxembourg Banque Internationale a Luxembourg 2012 10% None The Grand Dutchy of Luxembourg bought a 10% stake in BIL in 2012 from Dexia group after it was bailed out. Precision Capital that acquired the rest of the shares in 2012 sold its stake to Chinese investment group Legend Holdings in 2018. The Luxembourg government stake remains unchanged and we don't expect the government to divest its stake given BIL's importance to the domestic market.
Slovenia Nova KBM d.d 2012 0% Completed Nova KBM was recapitalized in 2012 and 2013, becoming 100% government-owned. Divested in 2016 via a sale to funds owned by Apollo Global Management LLC (80%) and the European Bank for Reconstruction and Development (20%). In June 2021, Hungary-based OTP Group agreed to buy 100% of Nova KBM and merged it with its subsidiary in Slovenia, SKS Banka, giving OTP roughly 30% of loan market share in the country.
Spain Caixabank SA 2012 17% Partial The state became controlling shareholder of Banco Mare Nostrum (BMN) and Bankia during the phase of state-backed recapitalizations in 2012/2013. The government sold a 7% stake in Bankia in December 2017. BMN was then merged into Bankia in January 2018, then Bankia was acquired by Caixabank in 2020. The 17.32% figure reflects the remaining state ownership in Caixabank. We expect that it will divest this stake in the coming years.
Netherlands De Volksbank NV 2013 100% None Former SNS Bank. The Dutch government aims to exit from the bank eventually and recover its €2.7 billion investment. Until now, the government received €1.29 billion in the form of dividends and excess capital distribution (2015-2022). The bank is implementing its revised strategy (until end-2025) aiming to improve operational efficiency, including the area of non-financial risks, and dividend yield. The government was expected to come up with short list of exit options by end-2023. However, the timing of exit remains unclear with the overall process likely to be further delayed in view of recent elections and potentially prolonged government formation.
Slovenia Abanka / Banka Celje 2013 100% None Banka Celje was merged into Abanka in 2015. In February 2020, Nova KBM has acquired 100% of Abanka from the government to form the country's second-largest bank.
Portugal Novo Banco 2014 12% Partial Novobanco is the "good bank" that emerged from Banco Espirito Santo's resolution. After a first attempt to sell the bank in 2015, Lone Star signed a definitive agreement to acquire 75% of the bank in October 2017. The remaining 25% stake remained in the hands of the Resolution Fund (which is financed by the banking system). Since 2021, the bank has been converting DTAs generated from tax loss carry forwards into cash, which required the bank to issue new shares in favor of the government. LoneStar was protected from dilution, thus ultimately it has been the resolution fund that has lowered its interest. At September 2023, the resolution fund owned a 13% stake and the Portuguese government a 12% interest. Further conversion of DTAs could lead to a higher ownership by the Portuguese government.
Italy Banca Monte dei Paschi di Siena 2017 70% Partial In November 2023, the Italian government disposed 25% of its stake for €920 million following the bank's successful balance sheet clean-up. The government aim to divest the residual participation as soon as possible, possibly through further market placements, although the timetable is uncertain.
Data as of Dec. 6, 2023. Source: S&P Global Ratings.

This report does not constitute a rating action.

Primary Credit Analyst:Giles Edwards, London + 44 20 7176 7014;
giles.edwards@spglobal.com
Secondary Contacts:Richard Barnes, London + 44 20 7176 7227;
richard.barnes@spglobal.com
Nicolas Charnay, Frankfurt +49 69 3399 9218;
nicolas.charnay@spglobal.com
Elena Iparraguirre, Madrid + 34 91 389 6963;
elena.iparraguirre@spglobal.com
Anastasia Turdyeva, Dublin + (353)1 568 0622;
anastasia.turdyeva@spglobal.com

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