Co-operative Bank’s new ownership ‘tragedy’ is rather a good thing

For those of you who don’t live in the UK, the Co-operative Bank has been struggling with a large GBP1.5bn capital shortfall (vs. a capital base of GBP1.6bn) since early summer due to losses on its loan book (most of them emanating from the takeover of Britannia Building Society in 2009, a struggling mutual mortgage bank). Moody’s, the rating agency, even downgraded it by six notches all of a sudden. The Co-operative Bank was a subsidiary of the Co-operative Group, a mutual company that owns multiple businesses.

I said ‘was’ because…it won’t be anymore. And it’s apparently causing some headaches.

Co-op

Mutual companies are owned by their members (who are some of their customers), and not by external shareholders. This was the case of both Britannia’s and Co-op’s equity capital (indirectly through the Co-op Group). However, due to their very nature, mutuals’ ability to raise capital is limited. Consequently, they raise complementary capital from external investors in order to grow. In the case of Co-op, its equity capital was complemented by some sort of hybrid capital: GBP60m of preference shares owned by retail investors and around GBP1.1bn of subordinated debt, which happened to be partly held by…hedge funds. Both counted towards the total regulatory capital ratio of the bank, as defined by Basel accords. Ranking of the capital structure in case of bankruptcy of the bank was as follows: after depositors and other senior creditors, subordinated creditors had the second claims on the liquidated assets of the bank, followed by preference shares-holders and members.

Following several months of negotiations that saw creditors threatening to block a deal under which they would take a loss on their investments, a deal was finally reached a few days ago: a conversion of their bonds into new equity. As a result, 70% of the capital of the bank will be owned by institutional investors, among which several hedge funds (representing around 30/40%). The Co-op Group (and hence members) will retain a 30% stake in the bank. It obviously sounds quite ironic to see a mutual company owned by vulture capitalists… It also looks quite ironic to see the failure of the now all-powerful UK regulators: they never spotted the problems at Co-op Bank, all their proposed solutions collapsed once after the other, and the agreed deal was reached in a perfect free-market type agreement without their intervention

Many people around me and in the media have raised concerns that the new hedge funds ownership was a bad thing due to the short-term view of their investment strategy. Those fears are misplaced. Hedge funds and private equity firms indeed invest for the short-term. As far as I’m aware, there aren’t many studies analysing the impacts of hedge funds on the performance of the firms in which they own a stake. This recent one found that activist hedge funds actually improved future performances! There are many more studies on the long-term effects of short-term private equity investments. It was actually the topic of my Masters’ research dissertation. The academic research was clear: private equity-owned firms suffered over the short-term through tough restructuring processes (involving job losses and pressure on salaries), but over the longer-term performed better than their peers and actually even hired more people…

Is this surprising? No. We really need to keep emotions aside and think about the underlying reasons for all this. What is the hedge fund’s goal? To maximise profits. What is the time frame? Usually quite short-term (= a few years). How can the fund exit the investment? By selling the company to external investors. Here we go. This is key. Do you think that funds would be able to maximise the selling price if external investors viewed the company as unlikely to perform well over time? Of course not. Prices are derived from future discounted cash flows. The more likely the company is to perform well after the sale, the higher the price the hedge (or private equity) fund can extract from it. As a result, it is not in the interest of the fund to seek “short-term gains at the expense of the future”.

Of course, this does not mean that no failure ever happens. Some funds also acquire companies to dismantle them. Which does not necessarily imply that they are evil. Some companies actually represent net economic losses to society with no prospect of improvements. Those companies should disappear and capital reallocated to more efficient ones. Funds that dismantle companies usually do it as there is no other way to realise profits. Some funds also fail in restructuring firms, or overload them with debt. But when the companies fail, funds also make massive losses that threaten their own existence. It is in the interest of both to succeed.

Co-op Bank’s former CEO declared that the restructuring process was a ‘tragedy’, that hedge funds were ‘maximising profits’ and were ‘unethical’. I would like to ask: what is actually a tragedy? Is mismanaging an institution leading to bankruptcy and potential losses for ordinary individuals that ethical? What about mis-selling financial products to naïve customers on top of that? Wouldn’t it be better to have a well-performing bank that generates economic profits? Are low profits, losses and waste of capital a way of proving that a company is behaving well? Or is a company more useful for human and social advancement if it actually delivers economic benefit and creates additional capital? Some people have serious rethinking to do.

There is no real need to worry about hedge funds owning a large stake in Co-operative Bank. Co-op may well at last become an asset to society instead of a liability. Its new hedge fund owners also seem to understand that to maximise the value of the brand, ethics must remain a focus, whatever that means. But if eventually Co-op does not survive, it may also well be because it couldn’t be saved in the first place.

Update: I don’t know how I originally missed the senior creditors but I did… Depositors aren’t the only senior creditors and this is now corrected

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