DEPFA Bank Plc

BANKING
MAY 4, 2015
DEPFA Bank Plc
COMPANY PROFILE
Dublin, Ireland
Company Overview
Table of Contents:
COMPANY OVERVIEW
FINANCIAL HIGHLIGHTS (AS REPORTED)
PORTFOLIO STRUCTURE
INTERNATIONAL PRESENCE AND
PORTFOLIO COMPOSITION BY
GEOGRAPHY
OWNERSHIP AND STRUCTURE
Subsidiaries
COMPANY MANAGEMENT
COMPANY HISTORY
SUBSIDIARIES RATED BY MOODY’S
RELATED WEBSITES AND INFORMATION
SOURCES
MOODY’S RELATED RESEARCH
Analyst Contacts:
FRANKFURT
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Dublin-based DEPFA Bank Plc (DEPFA) is a wholly owned subsidiary of the German state
agency FMS Wertmanagement AöR (FMS-WM). 1 DEPFA’s main purpose is to manage and run
down its public sector finance asset base, which primarily consists of the cover pools of its
subsidiaries DEPFA ACS Bank (Dublin) and Hypo Pfandbrief Bank International S.A.
(Luxembourg). As a result of conditions imposed by the European Commission (EC) as part of
its approval of state aid, DEPFA is not allowed to write any new business. However, the bank is
allowed to enter into transactions that support regulatory requirements, the reduction of risk,
or as part of its liquidity management.
On 19 December 2014, DEPFA’s ownership was transferred to FMS-WM, which is directly
owned by the German government through Sonderfonds Finanzmarktstabilisierung (SoFFin),
the state agency responsible for supporting the German banking system. Prior to that date,
the entire ordinary share capital of DEPFA was held by Hypo Real Estate Holding AG (HRE
Holding), the parent company of the Hypo Real Estate Group (HRE Group). During the global
financial crisis, HRE Group received state aid of almost €10 billion in capital and €124 billion in
+49.69.70730.700 liquidity guarantees, in multiple stages over 2008–10, and was nationalised in 2009.
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Katharina Barten
+49.69.70730.765
Vice President – Senior Credit Officer
[email protected]
Following the 2008 collapse of Lehman Brothers, DEPFA faltered due to liquidity shortfalls, as
the bank had financed long-term assets with short-term funding. Most of the €124 billion in
government
guarantees granted to HRE Group was required to finance DEPFA’s funding
Carola Schuler
+49.69.70730.766
mismatch.
By
30 September 2010, the funding mismatch was resolved through the offloading
Managing Director – Banking
[email protected]
of major parts of DEPFA's assets.
This report, exclusively provided to you by
Moody’s, presents a convenient summary of
as reported, publicly available information.
The information is not adjusted for Moody’s
analytic purposes. For Moody’s Ratings,
Opinion and Analytics on this company,
please [Click here]. To access the latest
Moody's Credit Opinion on this company,
please [Click here].
1
FMS-WM is an organisation recognised as a legally and economically independent public-law wind-down entity. It is governed by the Financial Markets Stabilisation
Authority (FMSA) and the German Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin).
BANKING
DEPFA’s asset disposal altered its funding profile, which had relied extensively on SoFFin-guaranteed bonds
(€124 billion for HRE Group). Furthermore, the disposal reduced DEPFA's operating balance sheet by more
than 50%, to €117 billion from €250 billion, as of 1 October 2010. The main driver of this reduction was a
€132 billion asset transfer of longer-dated loans and bonds to FMS-WM. At the same time, all SoFFinguaranteed bonds were transferred to FMS-WM. At that point, DEPFA's total balance sheet amounted to
€218 billion, accounting for substantial counter-effects due to pass-through funding for FMS-WM and backto-back derivatives. As of 31 December 2014, the bank had reduced its total balance sheet to €49 billion
from €74 billion in 2012, largely due to a decrease in FMS-WM related counter-effects and a decline in core
assets. Consequently, its risk-weighted assets (RWAs) decreased to €5.4 billion as of 31 December 2014,
from €49.5 billion in September 2010.
As part of its ruling regarding state aid, the EC required HRE Group to repay €1.59 billion of equity in order
to avoid distortion of competition. The Financial Markets Stabilisation Authority (FMSA), as the bank’s
owner on behalf of the German government, decided that this amount would need to be borne by DEPFA.
The last tranche was repaid in March 2012. As of 31 December 2014, the bank’s tier 1 capital amounted to
€1.5 billion, while its tier 1 ratio was 27.2%.
Regarding the approval of the use of state aid to support HRE Group, the EC had set the condition that HRE
Holding attempt to divest DEPFA by 2014. HRE Group launched a public tender offer for DEPFA in August
2013, with the intention of selling the entire DEPFA Group by year-end 2014.
However, on 13 May 2014, the FMSA, together with DEPFA’s parent HRE Holding, announced the
decision to prepare the transfer of the ownership of DEPFA Group to FMS-WM and its full unwinding.
This decision effectively aborted the government’s previous efforts to divest and privatise DEPFA Group.
On 19 December 2014, the entire ordinary share capital of DEPFA was acquired by FMS-WM.
Source: Company reports, Moody’s research, Central Bank of Ireland
This publication does not announce
a credit rating action. For any
credit ratings referenced in this
publication, please see the ratings
tab on the issuer/entity page on
www.moodys.com for the most
updated credit rating action
information and rating history.
2
MAY 4, 2015
COMPANY PROFILE: DEPFA BANK PLC
BANKING
Financial Highlights (as Reported)
Note: The financials presented below are those reported by the entity and are not adjusted for Moody’s analytic
purposes. For Moody’s generated ratios on DEPFA Bank Plc, please see <DEPFA Bank Plc page on moodys.com>.
EXHIBIT 1
Latest Full-Year Results
DEPFA Bank Plc
(in € Million)
31-DEC-14
31-DEC-13
31-DEC-12
% CHANGE
14/13
% CHANGE
13/12
Total Assets
48,523
50,043
74,214
(3.04)
(32.57)
1,974
2,118
2,116
(6.80)
0.09
–
–
–
–
–
Total Regulatory Capital
2,307
2,730
2,821
(15.49)
N/M
Tier 1 Ratio (%)
27.22
35.40
37.60
(818) bps
N/M
Net Income
(155)
36
59
N/M
(38.98)
–
–
–
–
–
Total Shareholders' Equity
Shareholders' Equity excluding Minority Interest
Net Income Attributable to Equity Holders
Notes: 1) Consolidated figures are considered
2) “Shareholders' Equity excluding Minority Interest” and “Net Income Attributable to Equity Holders” are not applicable to the bank
3) “Total Regulatory Capital” and “Tier 1 Ratio” for Dec 2014 and Dec 2013 are in accordance with the transitional Basel III framework, while
those for Dec 2012 are in accordance with the Basel II framework
4) “Total Assets” and “Total Shareholders’ Equity” for 31 Dec 2012 are restated as of 1 Jan 2013
5) “Total Regulatory Capital” and “Tier 1 Ratio” for 31 Dec 2013 are pro-forma as of 1 Jan 2014
Source: Company Reports (annual report Dec 2014 and Dec 2013), Moody’s research
Portfolio Structure
Under the requirements of the EU’s approval for state aid, DEPFA Group’s business is restricted to running
down its asset pool in a value-preserving manner. As a condition of the EU approval, DEPFA is prohibited
from underwriting new business. The bank is allowed to underwrite business only to the extent that it is
necessary for regulatory purposes or for reducing risk, or as part of its liquidity management.
In January 2012, DEPFA changed its segment reporting, and currently operates through the following three
segments: DEPFA ACS Bank; Hypo Pfandbrief Bank International S.A.; and DEPFA Bank Plc (and Other). For
the financial year ended 31 December 2014 (2014), the largest contributor to the bank’s total operating
revenue was the DEPFA ACS Bank segment.
DEPFA ACS Bank: This segment includes the assets and liabilities in the DEPFA ACS Bank cover pool, as well
as other ancillary business in that entity. As of 31 December 2014, this segment reported total consolidated
assets of €30.7 billion.
Hypo Pfandbrief Bank International S.A.: This segment includes the assets and liabilities in the Hypo
Pfandbrief Bank International S.A. cover pool, as well as other ancillary business in that entity. As of 31
December 2014, this segment reported total consolidated assets of €3.3 billion.
DEPFA Bank Plc and Other: This segment incorporates all other businesses of the DEPFA Group. As of 31
December 2014, it reported total consolidated assets of €14.5 billion.
Source: Company Reports (annual report Dec 2014 and Dec 2013), Company data
3
MAY 4, 2015
COMPANY PROFILE: DEPFA BANK PLC
BANKING
EXHIBIT 2
Business Segment
(% of Total Assets, consolidated, as of 31 December 2014)
Hypo Pfandbrief Bank
International SA
6.8%
DEPFA Bank Plc and Other
29.8%
DEPFA ACS Bank
63.4%
Source: Company Report (annual report Dec 2014, Pg: 112)
EXHIBIT 3
Pre-Tax Profit/(Loss) by Business Segment
(consolidated, in € Million)
2012
100
2013
71
2014
87
50
21
0
(18)
(50)
(12)
(14)
(24)
(100)
(95)
(150)
(153)
(200)
DEPFA ACS Bank
Hypo Pfandbrief Bank International SA
DEPFA Bank Plc and Other
Source: Company Reports (annual report Dec 2014, Pg: 112 and Dec 2013, Pg: 115)
International Presence and Portfolio Composition by Geography
Headquartered in Dublin, DEPFA maintains branches in London (UK), New York (US) and Tokyo (Japan). A
branch in Rome (Italy) was closed on 20 March 2015.
As of 31 December 2014, the geographical distribution of the bank’s portfolio in terms of exposure at
default (EaD) was as follows:
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MAY 4, 2015
COMPANY PROFILE: DEPFA BANK PLC
BANKING
EXHIBIT 4
DEPFA Bank Plc
EAD (IN € BILLION)
GEOGRAPHICAL REGION
31-DEC-14
31-DEC-13
Germany
8.0
9.0
US
6.5
6.9
Spain
2.7
3.0
France
1.3
2.0
Italy
0.6
2.0
Ireland
0.5
1.2
Rest of the World
10.8
11.6
Total
30.4
35.7
Source: Company Report (annual report Dec 2014)
Ownership and Structure
In October 2007, the entire ordinary share capital of DEPFA was acquired by HRE Holding, the parent
company of the HRE Group. In October 2009, due to the economic crisis, HRE Holding was recapitalised by
the German government and, as a result, became a wholly owned subsidiary of SoFFin.
On 13 May 2014, the German government announced the intention to transfer the ownership of DEPFA
Group to FMS-WM. Subsequently, on 19 December 2014, the entire ordinary share capital of DEPFA was
acquired by FMS-WM.
DEPFA Group and its Irish entities – DEPFA Bank Plc, DEPFA ACS Bank and Hypo Public Finance Bank – are
regulated by the Central Bank of Ireland. DEPFA's Luxembourg subsidiary, Hypo Pfandbrief Bank
International SA, is regulated by the Commission de Surveillance du Secteur Financier.
Source: Company Reports (annual report Dec 2014 and Dec 2013), Moody’s research
5
MAY 4, 2015
COMPANY PROFILE: DEPFA BANK PLC
BANKING
Subsidiaries
As of 31 December 2014, DEPFA’s subsidiaries were as follows:
EXHIBIT 5
DEPFA Bank Plc
SUBSIDIARY
COUNTRY OF
INCORPORATION
DEPFA ACS Bank
Ireland
Issuance and ongoing administration of assetcovered securities
100
DEPFA Ireland Holding Ltd
Ireland
Holding company
100
DEPFA Funding II LP
UK
Special purpose vehicle for Tier 1 capital raising
100
DEPFA Funding III LP
UK
Special purpose vehicle for Tier 1 capital raising
100
DEPFA Funding IV LP
UK
Special purpose vehicle for Tier 1 capital raising
100
DEPFA Hold One Ltd
Ireland
Holding company
100
DEPFA Hold Two Ltd
Ireland
Holding company
100
DEPFA Hold Six
Ireland
Holding company
100
DEPFA Finance NV
Netherlands
Funding vehicle
100
DBE Property Holdings Ltd
Ireland
Procurement of office equipment
100
Hypo Public Finance Bank
Ireland
Public finance banking and capital markets
activities
100
Hypo Dublin Properties Ltd
Ireland
Property management services
100
Hypo Pfandbrief Bank International
S.A.
Luxembourg
Public finance banking
100
PRINCIPAL ACTIVITY
% HELD
Source: Company Report (annual report Dec 2014)
6
MAY 4, 2015
COMPANY PROFILE: DEPFA BANK PLC
BANKING
EXHIBIT 6
Group Structure
Federal Republic of Germany
SoFFin
100%
FMS Wertmanagement AöR
(Munich)
100%
DEPFA Bank Plc1
(Dublin)
All 100%
Hypo Pfandbrief Bank
International S.A.
(Luxembourg)
DEPFA ACS Bank
(Dublin)
Hypo Public Finance Bank
(Dublin)
Note (1): Including Branches
Source: Company data
7
MAY 4, 2015
COMPANY PROFILE: DEPFA BANK PLC
BANKING
Company Management
Board of Directors
Affiliation
Committees
Fiona Flannery
DEPFA: Member of the Board of Directors and Chief Executive
Officer
Board Risk Committee
Holger Horn
DEPFA: Member of the Board of Directors and Chief Risk Officer
Board Risk Committee
Noel Reynolds
DEPFA: Member of the Board of Directors, and Chief Financial and Board Risk Committee
Operating Officer
Peter Schad
DEPFA: Member of the Board of Directors and Chief Legal Officer
N/A
DEPFA: Chairman of the Board of Directors
Board Risk Committee
(C)
Executive Members
Non-Executive Members
Pat Ryan
Ernst-Albrecht Brockhaus DEPFA: Member of the Board of Directors
Board Risk Committee
Frank Hellwig
DEPFA: Member of the Board of Directors
N/A
Adrian J Kearns
DEPFA: Member of the Board of Directors
Audit Committee (C),
Board Risk Committee
Christoph Mueller
DEPFA: Member of the Board of Directors
Audit Committee, Board
Risk Committee
Christopher Pleister
DEPFA: Member of the Board of Directors
Audit Committee, Board
Risk Committee
As of 23 Apr 2015
(C) = Chairman
Source: Company Report (annual report 2014), Company data
8
MAY 4, 2015
COMPANY PROFILE: DEPFA BANK PLC
BANKING
Company History
DEPFA Deutsche Pfandbrief- und Hypothekenbank was established in May 1922. In 2001, to optimise
business conditions, shareholders accepted management and supervisory board proposals to separate the
company into two entities, creating the public finance bank DEPFA Group and the real estate bank Aareal
Bank. When the split was completed in June 2002, DEPFA became the operating bank holding company of
the DEPFA Group. In response to increasing competitive pressures and legal and regulatory constraints,
DEPFA was established as a Dublin-based bank.
In September 2007, DEPFA completed its acquisition of the municipal securities business of US-based First
Albany Capital Inc., and established DEPFA First Albany Securities LLC, a licensed broker-dealer in the US
municipal capital market, to increase its franchise in bond origination and cross-selling of infrastructure
finance products, derivatives and advisory services in the US. However, in March 2009, the bank sold its
100% stake in DEPFA First Albany Securities LLC to Jefferies and Company Inc.
In October 2007, DEPFA became a wholly owned subsidiary of HRE Holding, the parent company of HRE
Group. When HRE Group was reorganised, DEPFA sold its wholly owned subsidiary, DEPFA Deutsche
Pfandbriefbank AG, to another business operation owned by the HRE Group, for a total of €1.2 billion. It also
acquired a 99.99% stake in Hypo Public Finance Bank (HPFB) from HRE Holding for €700 million. Both
transactions were completed in December 2007. In March 2008, a major share of the HPFB business
merged with DEPFA.
As part of the reorganisation and streamlining of HRE Group, in November 2008, Germany-based Hypo
Real Estate Bank AG (a subsidiary of HRE Holding) merged with Germany-based Hypo Real Estate Bank
International AG to form Hypo Real Estate Bank AG (HREB). In June 2009, DEPFA Deutsche Pfandbriefbank
AG merged with HREB to create Deutsche Pfandbriefbank AG (pbb).
Over 2008–10, as a result of the economic crisis, HRE Holding had to be recapitalised by the German
government in multiple stages, and became a wholly owned subsidiary of SoFFin. In January 2010, to
stabilise its financial position, HRE Holding applied to the FMSA for the establishment of a deconsolidated
environment that would allow for a bad-bank scheme. The deconsolidation would then allow the bank to
transfer several operations, assets and liabilities to FMS-WM, in order to reduce assets while avoiding undue
pressure on existing value. After the application was approved in October 2010, HRE Group transferred
assets worth €173 billion to FMS-WM, mainly comprising non-strategic operations from the public sector
portfolio as well as the real estate finance portfolio, particularly of DEPFA and pbb.
The stabilisation measures taken by the HRE Group on behalf of the Federal Republic of Germany (through
SoFFin) were subject to ongoing aid proceedings at the EC. On 18 July 2011, the EC approved state aid for
the HRE Group, while requiring the group to transfer to FMS-WM €1.59 billion in capital (to be fully
contributed by DEPFA eventually). As of Q1 2012, the capital payback had been completed.
The EC had also set a deadline for HRE to attempt to divest DEPFA by year-end 2014. In the meantime,
DEPFA Group was active as a subservice provider to FMS-WM. Asset servicing for FMS-WM was
discontinued in September 2013 and transferred to FMS Wertmanagement Service GmbH, an independent
servicing company established by FMS-WM.
On 26 August 2013, a public tender offer for DEPFA was launched by HRE Holding, with the intention of
selling the entire DEPFA Group by year-end 2014. On 13 May 2014, the FMSA, together with DEPFA’s
parent HRE Holding, announced the decision to prepare the transfer of the ownership of DEPFA group to
FMS-WM and its full unwinding.
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MAY 4, 2015
COMPANY PROFILE: DEPFA BANK PLC
BANKING
Subsequently, on 19 December 2014, FMS-WM acquired the entire ordinary share capital of DEPFA, which
became a wholly owned subsidiary.
Source: Company Reports, Company data, Moody’s research
Subsidiaries Rated by Moody’s
»
Hypo Public Finance Bank
»
DEPFA ACS Bank
Related Websites and Information Sources
For additional information, please see:
»
the company's website: http://www.depfa.com/
»
the website of the German government agency owning the bank: http://www.fmsa.de
»
the Irish regulator’s website: www.financialregulator.ie
»
the German regulator’s website: www.bafin.de
»
the Irish central bank’s website: www.centralbank.ie
»
the German central bank’s website: www.bundesbank.de
MOODY’S has provided links or references to third party World Wide Websites or URLs ("Links or References") solely for your
convenience in locating related information and services. The websites reached through these Links or References have not
necessarily been reviewed by MOODY’S, and are maintained by a third party over which MOODY’S exercises no control.
Accordingly, MOODY’S expressly disclaims any responsibility or liability for the content, the accuracy of the information, and/or
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a Link or Reference does not imply an endorsement of any third party, any website, or the products or services provided by any
third party.
10
MAY 4, 2015
COMPANY PROFILE: DEPFA BANK PLC
BANKING
Moody’s Related Research
Credit Opinion:
»
DEPFA Bank Plc
Credit Focus:
»
Decision to unwind DEPFA Group is credit-positive for senior bond holders, but risks for subordinated
and hybrid investors are high, May 2014 (170811)
To access any of these reports, click on the entry above. Note that these references are current as of the date of publication of
this report and that more recent reports may be available. All research may not be available to all clients.
11
MAY 4, 2015
COMPANY PROFILE: DEPFA BANK PLC
BANKING
Report Number: 180952
Authors
Katharina Barten
Maximilian Denkmann
Editor
Karen Wong
Production Associate
Gijo James
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MAY 4, 2015
COMPANY PROFILE: DEPFA BANK PLC