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The positive political backdrop driven by Renzi’s reforms should support the Northern Italian real estate market; Certain parts of the market are still distressed even after investors have been rewarded in Spain, Ireland and Portugal; Banks are motivated to sell their non-performing loans (NPLs) as they have little capacity to process/service the inventory. Gregory Perdon & Thais Batista Daniel Williams & Jing Hu +44 (0)20 7012 2522 | [email protected] For business. For family. For life. Italian Thematic April 2015

Italian_NPLs

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• The positive political backdrop driven by Renzi’s reforms shouldsupport the Northern Italian real estate market;

• Certain parts of the market are still distressed even after investorshave been rewarded in Spain, Ireland and Portugal;

• Banks are motivated to sell their non-performing loans (NPLs) asthey have little capacity to process/service the inventory.

Gregory Perdon & Thais Batista Daniel Williams & Jing Hu +44 (0)20 7012 2522 | [email protected]

For business. For family. For life.

Italian Thematic

April 2015

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Introduction

As we enter the sixth year since the turning point in the credit crisis, unprecedented measures have been undertaken by central banks and governments alike to foster growth. Europe faced significant challenges during its sovereign debt crisis, with certain states forced to go cap in hand to supranational lenders such as the IMF for bailouts. Over the last three years, the macroeconomic situations in Portugal, Ireland, Greece and Spain have been improving slowly and have delivered attractive returns for investors whilst Italy has remained largely absent from the return set. We now draw our attention to the region and the opportunity which we believe to be worthy of analysis.

This thematic research report seeks to review the state of the Italian economy, address the oversized Italian banking system, outline the main challenges facing the sector, and make the case that an attractive risk-reward opportunity exists within certain areas of the Italian non-performing loan (NPL) market.

Italy and the Credit Crisis

Italy is the eighth largest economy in the world, generating an annual GDP of approximately €1.6 trillion (World Bank, 2013). However, the financial crisis has hit Italy hard, with the country going through “the worst crisis in history, even more devastating than the period between 1929 and 1934”, according to Gianni Toniolo, Professor of Economics (at Rome University). Italian real-GDP peaked in 2007-08 (Figure A) and now, seven years later, is 10% lower. Furthermore the Bank of Italy is expecting a contraction of close to 2% for 2014. Unemployment keeps pushing higher (13.4% as at Nov 2014) whilst youth unemployment (age 15 – 24) has reached a record high of 44%.1 Low inflation and slack in the economy both persist whilst Italian companies struggle with weak balance sheets and tight credit conditions. Italy benefits from exports (similar to Germany), selling both light and sophisticated machinery (including automobiles) to the rest of Europe and abroad; unfortunately, the automobile sector has been the most affected with a 40% drop in capacity, reaching levels not seen since the 1960s. At the same time, Italy’s government debt-to-GDP ratio has reached 132%, the highest since the Mussolini era. It is therefore no surprise that the FTSE MIB Equity Index (Milano Italia Borsa, a leading Italian index) has significantly underperformed the broader Eurostoxx 50 Index (Figure B).

Figure A: Low GDP & Deflation

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Italy  -­‐  GDP  %  y/y   Italy  -­‐  CPI  %y/y  (RHS)  

Source: Bloomberg

Figure B: Lacklustre Equity Market Performance

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Jan  2004  =  100  

Source: Bloomberg

1 Italian National Institute of Statistics (Istat)

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Renzi’s Reforms

The individual tasked with tackling the aforementioned economic challenges is Italy’s Premier Matteo Renzi. Elected in February 2014, he has been very vocal about his objectives to rewrite labour laws, improve the judicial system, address bureaucracy and attract foreign investment, all whilst remaining within the EU mandated limit of a 3% deficit to GDP. Change is of course ‘easier said than done’ as reforms are incredibly difficult to push through due to chronic political scandal, entrenched bureaucracy and economic malaise. Many plans for investment by foreign companies have been withdrawn because of inefficiency and uncertainty of the Italian court system.

Our view is that Renzi is the right pair of hands for the job, but these structural reforms will take time. Changes to the labour market will, in theory, encourage hiring, modernisation in the justice system will make ‘doing business in Italy’ easier (Figure C) and cleaning up the banking system will make Italy a more attractive destination for investment. With these measures, Italy should have a fighting chance to stabilise, re-establish channels of credit and move back towards economic growth.

Figure C: Doing Business Survey 2015

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Time  (in  days)  to  resolve  a  dispute  in  court  (including  waiSng  period  aTer  filing  the  lawsuit)  

Source: World Bank

Figure D: Banking System: Italy vs Euro Area

Italy Euro Area

684 Number of banks 5,605

2.6x Banks assets/GDP 3.2x

64 Number of branches per 100,000 adults 37

40% Market share of top 5 banks 63%

€333bn Non-performing loans (NPLs) €1,200bn

20% NPL/GDP 9.2%

Italy has more bank branches per person than hotels – second highest in the OECD.

Source: RBC, ECB, Bank of Italy, PwC

Italian Banks, SMEs and Access to Capital

European banks’ assets stand at approximately three times GDP while the ratio in the U.S. is below one. Companies in the EU tend to borrow from banks rather than accessing capital markets directly, as they do in the U.S. In Europe, the Italian banking system is one of the largest with nearly 700 banks (Figure D), but its ability to increase lending to help stimulate the economy has been thwarted. Despite a drive to consolidate the sector, the Italian banking system still has a large number of small cooperatives and regional banks working locally to support small and medium enterprises (SMEs).

SMEs are a key component of the Italian economy2, accounting for more than two-thirds of value addition to the economy (IMF) and providing nearly 3.5 million jobs (Eurostat). SMEs tend to obtain financing via loans granted by smaller local banks that are in turn funded by retail deposits. Over time as the relationship deepens, the bank acquires ‘soft’ information about the SME and will more easily renew/increase lines of credit. As a result, small banks and SMEs are less exposed to an international credit/banking crisis because they tend not to borrow in the overnight markets, but quickly get into trouble during periods when the domestic economy starts to slow.

2 More than 99% of non-financial businesses in Europe are Small and Medium enterprises (SMEs), i.e. businesses with fewer than 250 employees. Italy is home to 17.2% of European SMEs. In comparison, France has 12.0% and Germany has 10.2%. (Source: European

Commission)

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Figure E: High Corporate Tax and Borrowing Rate

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Corporate  tax  rate  2014  (%)   SME  loan  rate  (%,  RHS)  

Source: Arbuthnot, Bloomberg

Figure F: Leverage of Firms (%Net Debt/EBITDA3)

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Source: Arbuthnot, Bloomberg

The relationship between SMEs and the capital markets is challenging. Small entrepreneurs are culturally (Caselli, et al., 2013) reluctant to engage with equity investors4 and until recently, the easy availability of bank credit made obtaining debt the most logical source of funding. In addition, corporate taxes in Italy are high (Figure E) and interest paid on debts is naturally tax deductible. On top of that, the less favourable tax treatment for equity vs debt financing5 further discourages equity issuance. This has resulted in a heavy reliance on debt (more than 80% of Italian firms are leveraged, Figure F) which exposes firms to higher interest rates. About 50% of outstanding corporate debt is extended to highly levered corporations, which also suffer from low profitability as half of their operating cost goes to service interest payments (IMF, 2013). Sustained weakness in corporate profitability against the backdrop of lacklustre economic growth is a recipe for deterioration in loan quality, which itself works against the strength of the banks’ balance sheets.

Monetary support

Regarding Europe as a whole, the European Central Bank (ECB) faces a major challenge trying to foment stagnant economies by balancing stricter rules for banks with credit stimulus, while governments bear the responsibility of passing reforms that should pave the way for long-term change.

As a direct result of ECB President, Mario Draghi’s “whatever it takes” commitment to save the euro and assist member states with funding costs, government yields have retreated spectacularly. Italy is no different and has been a clear beneficiary; it now costs the Italian government only 2% pa to borrow capital for 10 years, down from a level of 6% pa back in July 2012. But despite this, the effective medium to long-term borrowing rates for Italian corporates remain high. Low sovereign spreads (mentioned above) improve financial stability but it is believed that tighter borrowing conditions are holding back investment and economic growth in Italy.

The recent Asset Quality Review (AQR), conducted by the ECB aimed to review each6 banks’ assets through a standardised measurement, found that banks in Italy, Greece and Germany were most challenged7. ECB auditors also conducted an assessment of the accuracy of reported values as at 31st December 2013 and found that European banks were under-estimating their non-performing loan (NPL) inventory by €136 billion.

In anticipation of the results of the AQR, the large Italian banks started to recognise more losses on their balance sheets and announced plans to raise capital and dispose of NPLs. Italian banks had raised €11 billion in capital before the AQR results were published in October 2014. Banca Monte dei Paschi di Siena (MPS) sold its founder’s shares and raised an additional €5 billion of capital in June 2014 to repay the bulk of its state aid.

Looking at these forces, we tried to find where these measures would be more fruitful and what would be the best way of expressing it – in our view, Italian NPLs are the answer.

3 EBITDA = Earnings before interest, taxes, depreciation and amortisation. It is an indicator of financial health of a company as it eliminates the impact of financial and accounting decisions.

4 Equity market capitalisation in Italy stands at 50% of GDP which is in the lower quartile of OECD. 5 Distributed corporate earnings are taxed at the peak rate (43%) and tax on interest income is taxed at (26%), reducing the net return on

equity investment. 6 130 banks across the EU participated in this exercise. It is expected that the ECB will directly supervise these 130 credit institutions,

representing almost 85% of total banking assets in the euro area. 7 According to the results of the AQR, the total downward adjustment required in carrying value of banks’ assets was €47.5bn, largely

coming from Italy (€12bn), Greece (€7.6bn), Germany (€6.7bn) and France (€5.6bn).

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Box 1: What is an NPL?

NPLs are loans on which borrowers have not made payment (interest/principal or both) for approximately 3 months. Most banks allow customers a grace period to reinstate their payments, and beyond that they are marked as non-performing. Internationally, for a loan to be classified as non-performing (Barisitz, 2013), it should meet one of the following three criteria:

• Principal or interest is more than 90 days overdue;

• Presence of underlying “well-defined weaknesses” of either the loan or the borrower;

• Loan belongs to the weakest three credit qualities out of the total five credit qualities:standard > watch/special mention > substandard > doubtful > loss/write-off.

Italy however, has a stricter approach; the Bank of Italy classifies NPLs under the last four of the following categories:

• Performing/Standard loans: Loans that make regular payments;

• Substandard loans: Loans experiencing temporary difficulties, whichmay be overcome within a reasonable period of time;

• Past-due loans: Loans overdue for more than 90 days on a continuous basis;

• Bad debt: Loans to insolvent borrowers, even if the insolvencyhas not been ascertained in a court of law;

• Restructured loans: Loans with a rescheduled agreement (including thereduction of interest/principal or conversion of debt into equity etc.).

Generally speaking, the initial loans made are of two types: secured or unsecured. When banks attempt to recover secured NPLs, they tend to foreclose on the collateral and auction it. But depending on local laws, foreclosure can be difficult, costly and time consuming. When recovering unsecured loans (such as credit card debt) banks will attempt to ‘work something out’ with the borrowers, as unpaid debts in Italy remain a liability for life.

History of NPL Transactions

In the U.S., sale of NPLs first took place after the “Savings and Loan Crisis” in the 1980s and continued in Japan and Asia with sales of NPLs helping to get South Korea back on track after the Asian crisis of 1997. Italy was one of the first European countries to recognise the NPL problem in 1999 and it created a securitisation law to facilitate the sale of NPLs. During the most recent global financial crisis, NPLs in the U.S. went onto the market very quickly but European nations only followed when the crisis hit the continent in 2011. Since then, the principal banks in the UK, Denmark, Ireland, Spain and Portugal have engaged in NPL sales or created bad banks such as the National Asset Management Agency. The Irish bad bank NAMA acquired €74 billion of loans up to 2011 and has disposed of €12.5 billion by 2014. Spanish bad bank SAREB is in the process of buying €90 billion of bad debt and plans to sell it over a long period. Whilst Denmark’s bad bank, Finansiel Stabilitet, created in 2008 when the housing crisis impacted the household consumption led economy, took over assets of 12 distressed banks.

Legally, the purchase of receivables (buying NPLs or bad debt) in Italy is considered to be a form of lending and reserved for licensed banks and financial intermediaries. If foreign investors are interested in acquiring the debt they have to do so through securitisation techniques. Securitisation allows a special purpose vehicle (SPV) to pool money from various investors and purchase Italian NPLs. Investors receive asset-backed securities from the SPV which are then repaid by the collections and recoveries made on the securitised NPL. The securitisation law (Law No. 130/1999) passed by the Italian Government in 1999 was aimed to promote the entry of international investors.

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Banks and NPLs

The greater the amount of non-performing assets, the weaker the bank’s balance sheet. As a bank stops earning income on assets, its Net Interest Income8 reduces. On average, Net Interest Income forms circa 60% of European banks’ operating income and any reduction in Net Interest Income will reduce profitability and prospects for dividend growth. In the short run, many banks may be able to ride out minor setbacks in their loan books through provisions and reserves, but if problems persist, capital adequacy erodes, and this reduces shareholders’ confidence, bank stability, and increases funding costs.

As per Basel III9 regulations, banks are required to maintain adequate capital in proportion to the riskiness of their assets. When the ratio of NPLs becomes too high, the bank must shore up its capital base either through the issuance of equity (which dilutes existing shareholders), issuance of debt (which increases the bank’s interests costs and leverage) or by selling assets (like NPLs or bank branches) to raise cash.

It is not always feasible for banks to raise additional capital and maintain adequacy in the face of increasing NPLs. One solution is to set aside cash on their income statement to cover potential losses on loans (loan loss provisions) and reduce assets by writing down bad debt on their balance sheet. If banks have accumulated too many NPLs, they can also sell them to third party investors, who attempt to recover some of the capital owed. The sale of NPLs to a third party has two positive side effects on financial institutions: firstly it enables the bank to increase its percentage of performing loans, therefore reducing the amount of regulatory capital which it is required to upkeep, and secondly, it frees up space on the balance sheet enabling the bank to initiate new loans which may generate additional Net Interest Income. This Net Interest Income can either be retained or distributed in the form of dividends at a later date.

8 Net Interest Income is the difference between interest earned on assets (loans) and interest paid out on liabilities (deposits). 9 Basel III is a comprehensive set of reform measures, developed by the Basel Committee on Banking Supervision, to strengthen the

regulation, supervision and risk management of the banking sector. (Source: BIS)

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Box 2: Accounting Treatment of NPLs

Consider Banca Pizza’s stylised Balance Sheet and Income Statement for the years 2013-2014. Banca Pizza has recognised 20% of its total loans as non-performing loans. If the bank predicts no losses on the NPL then it can choose to make no loan loss provisions (See Income Statement 2013 Case 1), expecting the NPLs to be recovered at their face value, or it can choose to allow for loan loss provisions, thus expecting, in this example, only 50% of the NPLs face value to be returned to the bank (See Income Statement 2013 Case 2).

Allowing for loan loss provisions reduces a bank’s profits as can be seen in Case 2 where profits are lower. Over the course of the past few years, high loan loss provisions have significantly reduced profitability for many Italian banks.

Banca Pizza Balance Sheet 2013

Balance sheet of bank on 31-Dec-2013

Asset Liabilities

Loans 1000 Deposits 400

of which NPL 200 Short-term debt 300

Cash 200 Long-term debt 100

Shareholder’s equity 400

S.E.

Total assets 1200 Total liabilities + S.E. 1200

Source: Arbuthnot

Banca Pizza Income Statement 2013

Income statement for year 2013

Case 1 Case 2

Interest income 400 400

Other income 100 100

Total revenues 500 500

Interest expense 100 100

Other expense 50 50

Loan Loss Provisions (LLP) - 100

Total expense 150 250

Income before tax 350 250

Income tax (@ 30%) 105 75

Net income (Profit/Loss) 245 175

In the following year, assuming the bank can sell its NPLs to a third party buyer at a price of 25% of face value, it will be able to generate cash of €50 and will recognise losses against the loan value of the asset. In Case 1 the bank recognises a loss of - €150 (= 50 - 200) but in Case 2 as it had previously made provisions for loan losses of €100, so its loss in this year is reduced to - €50 (= 50 - (200 - 100)). In effect, after making the NPL sale the bank’s profitability is higher if it had already accounted for the loan loss in the previous period (Case 2). Due to this write-off the bank’s loan book has also reduced from €1000 in 2013 to €800 in 2014.

Banca Pizza Balance Sheet 2014

Balance sheet of bank on 31-Dec-2014

Asset Liabilities

Loans 800 Deposits 400

of which NPL - Short-term debt 300

Cash 250 Long-term debt 100

Shareholder’s equity 250

S.E.

Total assets 1050 Total liabilities + S.E. 1050

Source: Arbuthnot

Banca Pizza Income Statement 2014

Income statement for year 2014

Case 1 Case 2

Interest income 400 400

Other income 100 100

Income from sale of NPL -150 -50

Total revenues 350 450

Interest expense 100 100

Other expense 50 50

Loan Loss Provisions (LLP) - -

Total expense 150 150

Income before tax 200 300

Income tax (@ 30%) 60 90

Net Income (Profit/Loss) 140 210

Since NPLs carry high risk-weights, by disposing of these loans in the year 2014, the bank is also able to improve its capital adequacy ratios (everything else held constant).

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Italy’s NPLs

Since the financial crisis, the amount of Italian bad debt10 has nearly quadrupled to €179 billion (Figure G). The inventory of NPLs has also grown quickly in the last two to three years, but the corresponding transfer of NPLs from banks’ balance sheets to third party investors has been insignificant.

One of the reasons for deep discounts and the low volume of transactions to date is the poor granular level of customer data supporting these loans. Investors are sceptical of the level of quality controls applied to NPL books and are only willing to bid at stiffer discounts to account for these unknowns. This creates a conundrum for banks. The situation is not too dissimilar to the information asymmetry problem which faces the second hand car market. The buyer cannot make a complete assessment of the second hand car due to the lack of information and therefore is only willing to make a low bid. The buyer knows that the seller has more information about the condition of the car so the buyer will apply a discount. The seller knows the exact condition of the car and is in a better position to take advantage of the buyer.

The ratio of non-performing loans to total loans (incl. households, corporates and other loans) stands at 16% (2013) and has tripled from its 2007 level (Banca D’Italia, 2014 - May). The NPL ratio for corporate loans only (i.e. non-performing corporate loans to total corporate loans) is in a much worse condition at 29% (IMF Staff, 2014). The sale/transfer of ageing NPLs is becoming increasingly urgent as their size relative to the overall domestic lending market has become ‘unmanageable’. This has significantly impacted banks’ profitability as increased loan loss provisions have absorbed more than the entire operating profits in 2013 (Figure I).

Extrapolating from the previous NPL sales cycles (2000-2003 & 2005-2007), and presuming lenders will increase their efforts to address the issue of under-performing assets, we could conservatively expect approximately 40%11 of total Italian bad debts (circa €68 billion) to be sold over the coming 3-4 years. Since 2011, less than €15 billion of NPLs (face value12) have been sold but the trend is encouraging, with less than €1 billion NPLs sold in 2011, €4 billion in 2012, €5 billion in 2013, and €6 billion in the first 9 months of 2014. It is further expected that an additional €6 billion worth of NPLs were closed in Q4 2014 (Figure H).

Figure G: Bad Debt – Quadrupled Since the Crisis

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0.0%  2.0%  4.0%  6.0%  8.0%  

10.0%  12.0%  14.0%  16.0%  18.0%  

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Bad  debts  (EUR  bn)  -­‐  Italy,  RHS   Bad  debt/Loans  (%)  -­‐  Italy    

Bad  debt/Loans  (%)  -­‐  Consumer  Households   Bad  debt/Loans  (%)  -­‐  Non  Fin  Corp  

Source: Bank of Italy

Figure H: NPL Transactions in Italy

2  0.2   0.7  

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Secured  retail   Unsecured  Retail   SME/Corporate   In  Progress  

<€1bn  

€4bn  €5bn  

€12bn  

Unicredit  has  been  one  of  the  most  acGve  sellers  since  2013,  accounGng  for  half  of  transacGons  completed  and  in  progress  in  2014.  

Source: PwC

10 Bad debts are a part of NPL. Italian NPL form 15% of total loans and bad debts are 8% of total loans. Other components of NPL are Substandard, Restructured and Past-Due loans. See section on NPLs.

11 Arbuthnot estimates. 12 Face value of a loan is the original amount that the bank has extended to the borrower. Market value of the loan is the expected recovery

that can be made on the loan.

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Figure I: Loan Loss Provision Growth

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Italy  Banking  groups:  loan  loss  provisions  as  a  percentage  of  opera>ng  profits  

Source: Bank of Italy

Figure J: House Prices in Europe

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House  price  Index  (2010=100)  

Germany   Spain   France   Italy   United  Kingdom  

Source: Eurostat

NPL Servicers

Investing in NPLs in Italy is near impossible without the assistance of a ‘servicer’. These companies communicate with borrowers, collect payments and/or negotiate work-outs or solutions. Servicers can also be involved with the acquisition or disposal of a portfolio, as they tend to have deep local knowledge of the market in which they operate. They can be compensated in different forms such as a flat fee and/or a performance fee for an attempted, partial or successful collection. Often the success of the servicer depends on their ability to negotiate and secure repayment at a level which is above the valuation placed on the paper by the investor. Servicers often rely on databases to create statistical models to price NPL portfolios effectively and in turn ‘sell’ their track record of valuation/recovery to other buyers. Their models continuously evolve with each experience of NPL portfolios serviced as more data points are added. This creates a barrier for new entrants and gives the experienced players a competitive edge in estimating the pricing of a portfolio and maximising expected profits from it.

Banks often sell portfolios of NPLs in one of three ways: 1) through a negotiated deal, 2) through an auction, or 3) they contract a continuous flow agreement with a servicer (or other buyer) within which a certain type or quality of NPL will be automatically transferred to the latter. When acquiring unsecured loans, firms tend to rely more heavily on statistical models, and will bid for larger volumes. On the other hand, when buying a portfolio of secured NPLs (for example, mortgages backed by property), the acquirer will have to review the underlying assets carefully and take a view on the inherent value as, often, the investment will succeed or fail based not only on the recovery ratio but also on the general directionality of the underlying asset (whether property values are appreciating or depreciating). The net return for the buyer of the NPL portfolio will depend on the amount the servicer is able to recover, the time and cost it incurs during the process, and the change in value of the underlying asset. And it is for these reasons that pricing the portfolio correctly is key to the process.

Catalysts for NPL sales

As with any investment case, a catalyst is needed – the Italian government and regulators are encouraging banks to reduce the ratio of NPLs and increase new lending. The heavy risk-weighting that NPLs attract (often 150%13) make them onerous to hold on balance sheets and can prevent banks from making new loans or potentially rolling their existing loans to their customers.

Italian banks’ NPL departments are stretched14. A typical workload of 400 NPLs per loan officer is considered manageable, but according to Francesco Guarneri – President of Guber, (one of the most informed servicers in Northern Italy) – banks have loaded between 1,000 to 1,200 files on each of their loan officers. With employees in the recovery departments overloaded and weak IT infrastructure, banks might be tempted to reduce NPLs due to their inability to process them.

13 Risk weights for overdue loans (>90 days), other than residential mortgage loans: 150% for provisions that are less than 20% of the outstanding amount; 100% for provisions that are between 20% - 49% of the outstanding amount; 100% for provisions that are no less than 50% of the outstanding amount, but with supervisory discretion are reduced to 50% of the outstanding amount. (Source: BIS, Basel II: Revised international capital framework)

14 Italy has nearly 20% of total SSM (Single Supervisory Mechanism) banks NPL. (Source Bank of Italy AQR 2014 – 2)

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The NPL books are ageing, and the longer the credit goes unserviced or unrecovered, the lower the probability of a reasonable rate of return, which in turn reduces the present value. In an attempt to salvage as much value as quickly as possible, banks might be tempted to begin selling and realising cash.

Italian banks are better prepared, having gone through the process of preparing for the AQR. The fact that some Italian banks successfully raised equity before the AQR has shown increasing interest from the international community in the region. Italian banks also applied considerable “hair-cuts” to their NPL books in advance of the ECB review, valuing those assets at a level closer to what international investors might be willing to pay. PwC quotes UniCredit as a case in point: the bank created a non-core division with €87 billion in assets, set up an ongoing competitive auction process for its NPLs, increased provisioning by 10% and sold €1.7 billion of NPLs in only a few months.

Italian banks have already provisioned for losses of nearly 40%15 on their NPL portfolios (i.e. they have already accounted for a loss of 40% on the total face value). In the scenario where they have to write-off these loans completely, they will realise a further loss of 60% which would negatively affect their income statement. However, if by means of an NPL sale they can salvage even 15-20% of the face value, then the total loss could be more ‘manageable’.

The Italian government’s tax treatment of loan loss provisions was historically less favourable than other European nations. However, the government is softening its stance. The new Stability Law (2014) modified the tax treatment of banks’ loan losses, where write-downs and write-offs of loan losses are now both tax deductible in equal portions over five years. In comparison, under the old tax regime, write-downs, where the court does not approve the insolvency of the assets, could only be deducted up to 0.3% of the corporate’s total loan book before tax in the first financial year with the remaining deductible over the next 18 years; on the other hand, write-offs, although they can be fully deducted before tax in the current year, often take the court years to declare insolvency on the underlying assets. By incentivising banks to recognise loan losses upfront, the tax burden is significantly relieved during economic downturns. It is interesting to note that the IMF in its Financial Stability Review16 (2013) recommended an increase in the tax deductibility of loan losses to help tackle the NPL problem.

Foreign banks are withdrawing from the NPL market as they recommit to their core businesses and geographies. For example, a German bank might sell an Italian NPL book as the Head Office recognises the lack of local expertise required to service this foreign business. Simultaneously, the foreign institution may wish to free-up space on its balance sheet in order to focus on its domestic business.

But any sale requires a buyer as well. Previously, investors were relatively uninterested in Italian NPLs. But this is changing as private equity firms (mainly from the U.S.) are circling the market and starting to make low bids. To date, the Italian banks have largely declined to trade as they seek higher prices. But as the market develops for some of the above mentioned reasons, buyers and sellers might begin ‘meeting in the middle’ and activity could increase quickly.

Where is the Investment Opportunity?

We see investing in secured Italian NPLs as a way of participating in the European work out story. By taking this exposure we are investing in a distressed asset class, in a periphery country, with the long-term view that the situation will revert to normal levels. We see the opportunity set comprising of the following:

Different from liquid bonds that exchange hands easily, investors who want to participate in the NPL story need to be on the ground and have local knowledge to pick and price the NPL books based on the credit risk of the borrower and on the quality of the collateral. The borrower is typically an individual or a private company, not a listed company with published financial statements. All of this makes NPLs a difficult asset class to access, increasing the discount and the potential upside for investors.

We have chosen to focus on secured loans as we see that subset as less crowded than unsecured. So far, international investors have been flocking into unsecured NPLs claiming that the judicial system in Italy is not reliable and they want to mitigate that risk. Talking to local investors, we discovered that actually unsecured is what the Italian banks are willing to sell at the moment, not giving much alternative to investors who are willing to put large sums of money to work in a short timeframe. This leaves the secured market preserved, with NPLs trading at attractive prices for experts to pick and choose.

15 Source: ECB Statistical Data Warehouse. 16 Other recommendations included: Increasing Banca D’Italia inspections to enhance provisioning and write-offs, and expedition of judicial

process by adopting best practises and through special insolvency courts.

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The political landscape in Italy is changing, in contrast to other European countries where the population still resists the need for austerity and reforms. Italy has benefited from positive momentum as Renzi is tackling labour and judicial reforms. The labour reform should have a deep impact on the country’s productivity while the judicial reform can directly impact NPL valuations as debt recovery becomes easier and quicker to foreclose on the borrowers. Currently the Italian legal system is comparable to underdeveloped countries, taking almost double the time to pronounce a verdict in comparison to other European countries.

The collateral for secured NPLs is typically properties, and therefore the process of investing in NPLs is very much linked to the real estate market. If the collateral increases in price, it is easier to negotiate with the borrower and avoid a legal fight due to the fact that the borrower now has more to lose. Another possibility is to get direct exposure to properties, participating in auctions resulting from foreclosures. When analysing the NPL books of the banks, the investor has information on the collaterals and knows which properties may go to auction. If the bank does not sell the NPL book and decides to repossess the property, the investor can participate in the auction.

After Ireland, Spain and Greece, there is expectation that Italian Real Estate is set to recover. So far the Italian property market has stalled with the number of residential transactions down 50% since 2006 levels. Home prices (Figure J) have continued to fall, declining for the seventh year in a row (down 16% since 2008), while the sector is suffering from low transaction volumes as sellers refuse to deal at current levels. Buying from a seller who was forced to give the property as a guarantee can be a way to access the real estate market. The first signals of recovery were spotted in early 2014 when for the first time since Q4 2011 the number of transactions had increased. This result was mainly impacted by more activity in commercial transactions, concentrated in the biggest cities.

When looking at NPLs, the success ratio will largely depend on whether the investors’ interests are aligned with the servicer’s interests. The servicer should perform detailed due diligence in order to obtain the best NPLs for the right price; it should also utilise regional discretion when acquiring the portfolios, given the divergence of judicial efficiency between northern and southern regions of Italy. The average length of civil proceedings is two years longer and the backlog of cases is four times larger in the south than in the north, an important consideration as time dilutes the return on investment. Pricing, geography, ease of recovery, collateral analysis, and age or vintage of the loans should all be considered as crucial aspects that we need the servicer to correctly access.

With this background in mind, we now see banks being forced to sell their NPLs as they need to readapt their balance sheets to an era of lower leverage whilst simultaneously transforming their credit books back into a profitable business. The IMF has suggested a three-pronged approach for the Italian banks: 1) create stronger supervision with proper guidelines for working out NPL exposure, 2) develop an active NPL market as an alternative to lengthy bankruptcy procedures, and 3) speed up foreclosures through out-of-court settlements. If the Italian banking sector heeds the IMF’s recommendations, attractive opportunities for NPL purchases will emerge over the coming months.

Risks

Investors should be wary of the risks17 when investing in Italian NPLs. Firstly, from an economic standpoint, despite the drastic measures taken by the ECB, lack of support in Italy for Renzi and his social reforms could be a severe headwind for NPL investors. Secondly, should banks’ loan books continue to deteriorate, NPL portfolios will most likely experience further depreciation regardless of how cheaply the portfolio was traded. Thirdly, the asset class is illiquid, and there is no guarantee that a reasonable price can be obtained on the secondary market, or an exit secured. Finally, distressed investing can often involve lengthy legal disputes, adding to legal costs.

Reliance on the servicer’s expertise, their internal models and their ability to recover, is crucial and an unavoidable part of this style of investment. The ability to price the NPL correctly, knowledge of the real estate backing the loan and the legal background serve as challenges, but equally can offer savvy investors an edge when competing against other buyers for the best portfolios.

Lastly, we recognise that a high level of sophistication is required in order to properly analyse the NPL market, as the underlying securities can sometimes be complex in nature, along with present legal challenges which would be faced in a foreign jurisdiction. As a result, much due diligence is required before making allocations to this market.

17 By no means an exhaustive list.

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Conclusion – It’s Good for Italy

International investors are approaching Italy with the mindset to replicate the success achieved in other countries, such as Ireland and Spain. Those investors have been rewarded as certain European banks have successfully improved their balance sheets (Figure M). Now Italian banks are preparing for this process. Business confidence is showing signs of improvement (Figures K & L) while clear and present catalysts exist to help banks successfully unload their NPLs. The sheer volume of NPLs is hampering banks’ profitability while their NPL departments are overextended. The government and regulators are encouraging banks to reduce the ratio of NPLs, and make it less costly to recognise losses upfront. Foreign banks are withdrawing from the market and do not have the local knowledge to exit the bad debt themselves. Italian banks’ ability to raise capital successfully (even from foreigners) ahead of the AQR underscores the foreign interest in this economy to replicate the success of other periphery countries such as Spain and Ireland.

Figure K: Business Confidence Has Ticked Up

70  75  80  85  90  95  

100  105  110  115  120  

Nov-­‐06  

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Business  confidence   Consumer  confidence  

Index  

Source: Bloomberg

Figure L: Purchase Managers’ Surveys Recovering

40  

42  

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Dec-­‐11   Mar-­‐12   Jun-­‐12   Sep-­‐12   Dec-­‐12   Mar-­‐13   Jun-­‐13   Sep-­‐13   Dec-­‐13   Mar-­‐14   Jun-­‐14   Sep-­‐14  

PMI  Composite   PMI  Manufacturing   PMI  Services  

Index  

Source: Bloomberg

Figure M: Ireland and Spain Have Benefitted from Transparency, Average Price-To-Book Ratio of their Lead Bank

Source: Arbuthnot, Bloomberg

Fewer and fewer new loans are becoming non-performing, which is good news – however, the inventory of existing NPLs on banks’ balance sheets is too large to be ignored. An active NPL market offers an alternative to lengthy bankruptcy and provides capital injections, thus reducing dependence on state finance. It rids the banking staff of onerous management of troubled assets. Overall, to stimulate growth in Europe there is a need to enable banks to allocate greater financial resources to support SMEs, the key players in the Italian economy. We believe that the window of opportunity is now open for acquiring Italian NPLs, but will most likely close in the coming twelve months.

The authors of this report wish to acknowledge the contributions of Mr Jayant Yadav.

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Selected Bibliography

Alessi, M., Colli, S. D. & Lopez, S. J., 2014. Loan Loss Provisioning and Relationship Banking in Italy: Practises and Empirical Evidence. Journal of Entrepreneurial and Organizational Diversity, 3(1), pp. 111–130.

Banca D’Italia, 2014 - July. The recent Asset quality review on non-performing loans conducted by the Bank of Italy, Rome - Italy: Banca D’Italia.

Banca D’Italia, 2014 - May. Financial Stability Report - Number 1, Rome - Italy: Banca D’Italia Eurosystem.

Banca D’Italia, 2014 - November. Financial Stability report - Number 2, Rome - Italy: Banca D’Italia Eurosystem.

Barisitz, S., 2013. Nonperforming Loans in Western Europe – A Selective Comparison of Countries and National Definitions. Focus On European Economic Integration, Q1.

Caselli, S., Chiarella, C., Gatti, S. & Gigante, G., 2013. The Capital Markets for Italian Companies: A Resource to Relaunch the Country and Renew Growth, Italy: CAREFIN, Università Bocconi .

ECB Staff, 2014 - October. Aggregate report on the comprehensive assessment, Frankfurt, Germany: European Central Bank - Eurosystem.

Gallo, A., Caselli, F. & Pagani, F., 2014. Situation Room Italia Reforms and Macroeconomic Performance. [Online]

Available at: http://lseitalians.co.uk/2014/11/14/situation-room-italia/

[Accessed December 2014].

IMF Staff, 2013 - September. Italy: Financial System Stability Assessment, Washington, D.C.: International Monetary Fund.

IMF Staff, 2014 - September. Italy - 2014 Article IV Consultation, Washington, D.C.: International Monetary fund.

IMF Staff, 2014 - September. Italy - Selected issues, Washington D.C.: International Monetary Fund.

IMF Staff, 2014. Italy - 2014 Article IV Consultation, Washington, D.C.: International Monetary Fund.

IMF, 2013. Italy: Financial System Stability Assessment, Washington, D.C.: International Monetary Fund.

Muller, P., Gagliardi, D., Caliandro, C. B. N. U. & Klitou, D., 2014 - July. A Partial and Fragile Recovery: Annual Report on European SMEs 2013/2014, s.l.: European Commission.

Rachael Sanderson, 2014. Italian finance: Time to modernise. Financial Times, 4th March.

Richard Thompson, 2014. European Portfolio Advisory Group Market update (9 months 2014), London: PwC.

Vincenzo, A. D. & Ricotti, G., 2014. The use of tax law from a macroprudential perspective: the impact of some recent tax measures on procyclicality and banks’ stability. Banca D’Italia - Notes on Financial Stability and Supervision, April.

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