Contingent Convertibles (CoCos): Definition and Use in Europe

What Are Contingent Convertibles (CoCos)?

Contingent convertibles (CoCos) are debt instruments primarily issued by European financial institutions. Contingent convertibles work in a fashion similar to traditional convertible bonds. They have a specific strike price that, once breached, can convert the bond into equity or stock. The primary investors for CoCos are individual investors in Europe and Asia and private banks.

CoCos, also known as AT1 bonds, are high-yield, high-risk products popular in European investing. Another name for these investments is an enhanced capital note (ECN). The hybrid debt securities carry specialized options that help the issuing financial institution absorb a capital loss.

In the banking industry, their use helps to shore up a bank’s balance sheets by allowing it to convert its debt to stock if specific capital conditions arise. Contingent convertibles were created to help undercapitalized banks and prevent another financial crisis like the 2007–2008 global financial crisis.

Key Takeaways

  • Contingent convertibles (CoCos) have a strike price, where the bond converts into stock.
  • Contingent convertibles are used in the banking industry to shore up banks’ Tier 1 balance sheets.
  • A bank struggling financially does not have to repay the bond, make interest payments, or convert the bond to stock.
  • Investors receive interest payments that are typically much higher than traditional bonds.

Contingent Convertibles (Cocos)

Understanding Contingent Convertibles (CoCos)

There is a significant difference between bank-issued contingent convertibles and regular or plain vanilla convertible debt issues. Convertible bonds have bond-like characteristics, paying a regular rate of interest, and have seniority in the case of the underlying business defaulting or not paying its debts. These debt securities also let the bondholder convert the debt holding into common shares at a specified strike price, giving them share price appreciation. The strike price is a specific stock price level that needs to be triggered for the conversion to occur.

Investors can benefit from convertible bonds since the bonds can be converted to stock when the company’s stock price is appreciating. The convertible feature allows investors to enjoy both the benefits of bonds with their fixed interest rate and the potential for capital appreciation from a rising stock price.

Contingent convertibles expand on the concept of convertible bonds by modifying the conversion terms. As with other debt securities, investors receive periodic, fixed-interest payments during the life of the bond. Like convertible bonds, these subordinated, bank-issued debts contain specific triggers that detail the conversion of debt holdings into common stock. The trigger can take several forms, including the underlying shares of the institution reaching a specified level, the bank’s requirement to meet regulatory capital requirements, or the demand of managerial or supervisory authority.

The use of CoCos has not been introduced in the U.S. banking industry. Instead, American banks tend to issue preferred shares of equity.

Brief Background of Contingent Convertibles (CoCos)

Contingent convertibles became popular in the investing scene to aid financial institutions in meeting Basel III capital requirements. Basel III is a regulatory accord outlining a set of minimum standards for the banking industry. The goal was to improve the supervision, risk management, and regulatory framework of the critical financial sector.

As part of the standards, a bank must maintain enough capital or money to be able to withstand a financial crisis and absorb unexpected losses from loans and investments. The Basel III framework tightened the capital requirements by limiting the kind of capital that a bank may include in its various capital tiers and structures.

One type of bank capital is Tier 1 capital—the highest-rated capital available to offset bad loans on the institution’s balance sheet. Tier 1 capital includes retained earnings—an accumulated account of profits—as well as common stock shares. Banks issue shares to investors to raise funding for their operations and to offset bad debt losses.

Contingent convertibles act as additional Tier 1 capital, allowing European banks to meet the Basel III requirements. These convertible debt vehicles allow a bank to absorb the loss of underwriting bad loans or other financial industry stress.

Banks and Contingent Convertibles (CoCos)

Banks use contingent convertibles differently from how corporations use convertible bonds. Banks have their own set of parameters that warrant the bond’s conversion to stock. The triggering event for CoCos can be the bank’s value of Tier 1 capital, the judgment of supervisory authority, or the value of the bank’s underlying stock shares. Also, a single CoCo can have several triggering factors.

Banks absorb financial loss through CoCo bonds. Instead of converting bonds to common shares based solely on stock price appreciation, investors in CoCos agree to take equity in exchange for the regular income from the debt when the bank’s capital ratio falls below regulatory standards. However, the stock price might not be rising but falling instead.

If the bank is having financial difficulty and needs capital, this is reflected in the value of its shares. As a result, a CoCo can lead to investors having their bonds converted to equity while the stock’s price is declining, putting investors at risk for losses.

Benefits of Contingent Convertibles (CoCos) for Banks

Contingent convertible bonds are an ideal product for undercapitalized banks in markets around the globe since they come with an embedded option that allows banks to meet capital requirements and limit capital distributions at the same time.

The issuing bank benefits from the CoCo by raising capital from the bond issue. However, if the bank has underwritten many bad loans, it may fall below its Basel Tier 1 capital requirements. In this case, the CoCo carries a stipulation that the bank doesn’t have to pay periodic interest payments, and it may even write down the full debt to satisfy Tier 1 requirements.

When the bank converts the CoCo to shares, it may move the value of the debt from the liability side of its balance sheet. This bookkeeping change allows the bank to underwrite additional loans.

The debt has no end date when the principal must return to investors. If the bank falls into financial hardship, it can postpone the payment of interest, force a conversion to equity, or, in dire situations, write the debt down to zero.

AT1 bond, also known as CoCos, is short for additional tier-one bonds.

Benefits and Risks of Contingent Convertibles (CoCos) for Investors

Due to their high yield in a world of safer, lower-yielding products, the popularity of contingent convertibles has grown. This growth has led to added stability and capital inflow for the banks that issue them. Many investors buy in the hope that the bank will one day redeem the debt by buying it back, and, until they do, they will pocket the high returns along with the higher-than-average risk.

Investors receive common shares at a conversion rate set by the bank. The financial institution may define the share conversion price at the same value as when the debt was issued, the market price at conversion, or any other desired price level. One downside of share conversion is that the share price will be diluted, further reducing the earnings per share ratio.

Also, there’s no guarantee that the CoCo will ever be converted to equity or fully redeemed, meaning the investor could be holding the CoCo for years. Regulators that allow banks to issue CoCos want their banks to be well-capitalized and, as a result, may make selling or unwinding a CoCo position quite difficult for investors. Investors may have difficulty selling their position in CoCos if regulators do not allow the sale.

  • European banks can raise Tier 1 capital by issuing CoCo bonds.

  • If necessary, the bank can postpone interest payment or may write down the debt to zero.

  • Investors receive periodic high-yield interest payments above most other bonds.

  • If a CoCo is triggered by a higher stock price, investors receive share appreciation.

  • Investors bear the risks and have little control if the bonds are converted to stock.

  • Bank-issued CoCos converted to stock will likely result in investors receiving shares as the stock price is declining.

  • Investors may have difficulty selling their position in CoCos if regulators do not allow the sale.

  • Banks and corporations that issue CoCos have to pay a higher interest rate than with traditional bonds.

Real-World Example of a Contingent Convertible (CoCo)

As an example, let’s say Deutsche Bank issued contingent convertibles with a trigger set to core Tier 1 capital instead of a strike price. If Tier 1 capital falls below 5%, the convertibles automatically convert to equity, and the bank improves its capital ratios by removing the bond debt off its balance sheet.

If an investor owns a CoCo with a $1,000 face value that pays 8% per year in interest, then the bondholder receives $80 per year. The stock trades at $100 per share when the bank reports widespread loan losses. The bank’s Tier 1 capital falls below the 5% level, which triggers the CoCos to be converted to stock.

Let’s say the conversion ratio allows the investor to receive 25 shares of the bank’s stock for the $1,000 investment in the CoCo. However, the stock has steadily declined from $100 to $40 over the past several weeks. The 25 shares are worth $1,000 at $40 per share, but the investor decides to hold the stock, and the next day, the price declines to $30 per share. The 25 shares are now worth $750, and the investor has lost 25%.

It’s important that investors who hold CoCo bonds weigh the risk that if the bond is converted, they may need to act quickly. Otherwise, they may experience significant losses. As stated earlier, when the CoCo trigger occurs, it may not be an ideal time to purchase the stock.

CoCos and the Credit Suisse Failure

Credit Suisse Group AG’s contingent convertible securities suffered a historic loss after UBS Group AG agreed to buy the bank in a $17 billion Swiss government-brokered deal aimed at containing a crisis of confidence that had started to spread across global financial markets. This led to the wipeout of Credit Suisse’s riskiest CoCo bonds, which provoked a furious response from some bondholders. Credit Suisse had 13 CoCo issues outstanding worth a combined 6 billion Swiss francs.

CoCo bonds of other European lenders also plunged, with Deutsche Bank’s £650 million ($792 million) 7.125% note suffering its biggest-ever one-day decline.

CoCos have become a popular way for European banks to raise capital while providing additional loss-absorbing capacity in times of stress. However, the recent wipeout of Credit Suisse’s contingent convertible bonds following the emergency takeover by rival UBS has raised concerns about the future of the CoCo market and AT1 bonds.

With European regulators reiterating that equities should absorb losses before bondholders, the decision to write down the bank’s riskiest debt rather than from its equity shareholders has sparked a furious response from some creditors. While most other banks in Europe and the United Kingdom have more protections for their AT1 bonds, Credit Suisse and UBS have language in their deal terms that allow for a permanent write-down.

How do contingent convertibles (CoCos) differ from convertible bonds?

Contingent convertibles (CoCos) and convertible bonds both have a price point that triggers the conversion of the bond into equity or stock. However, CoCos have several triggers that can cause the conversion, while traditional convertible bonds have only one fixed trigger.

CoCos pay higher interest rates than convertible bonds but have specialized options that help the bank absorb a capital loss. In contrast, convertible bonds pay a regular interest rate.

Moreover, convertible bonds have priority in case of the underlying business defaulting, while CoCos are secondary debts issued by banks. CoCos are used mainly by banks to improve their financial position, while corporations use convertible bonds to raise capital.

Are contingent convertibles regulated products?

Yes, CoCos are regulated in the European Union under the Basel III regulatory framework. The framework sets minimum standards for the banking industry to improve supervision, risk management, and capital requirements.

What happens to contingent convertibles during a financial crisis?

During a financial crisis or period of uncertainty around banks, the value of CoCos can significantly decrease, as they are high-risk instruments. If banks are struggling and need additional capital, the value of its shares may decrease, putting CoCo investors at risk for losses. If a bank fails to meet the capital requirements for an issue of CoCos, it may postpone the payment of interest or convert the bond into equity at a lower price to meet the regulatory standards. In dire situations, the bank may write down the debt to zero.

The Bottom Line

Contingent convertibles (CoCos) are a type of debt instrument issued by European financial institutions that are similar to traditional convertible bonds in that they can be converted into common stock at a particular strike price. CoCos are used in the banking industry to shore up banks’ Tier 1 balance sheets, allowing them to absorb a capital loss. Because of this, CoCos are high-yield, higher-risk products, and investors need to weigh the benefits and risks of investing in CoCos carefully.

CoCos have not been introduced in the U.S. banking industry.

Article Sources
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  1. Bank for International Settlements. “CoCos: A Primer,” Page 49 (Page 7 of PDF).

  2. U.S. Securities and Exchange Commission. “Eligibility of Contingent Convertible Capital Securities for an Offering Under Rule 144A,” Page 2.

  3. Bank for International Settlements. “Basel III: International Regulatory Framework for Banks.”

  4. Bloomberg. “Banks’ Riskiest Bonds Sink as Credit Suisse Wipeout Jolts Market.”

  5. The Straits Times. “Wipeout of Risky Credit Suisse Bonds Upends $369 Billion Market.”

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