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Swap Rates and the C-Suite: Making the Case for Floating-Rate Debt

Low fixed interest rates may make it harder—but not impossible—to convince management to swap to floating.

Interest rates may be ticking up, but their historically low level is one reason some treasury teams may face difficulty convincing senior management to swap more of their company’s debt stack to floating rates from fixed.

  • “It’s a hard time to argue to do it given where long-term rates are,” one NeuGroup member said at a recent meeting.
  • “When the fixed-rate environment is this attractive, it’s hard to convince a CFO to ignore locking in a < 3% coupon for 30 years so we can swap into a floating-rate instrument to save another few %, but because it’s floating, it’s not guaranteed,” he added in a follow-up interview.

Low fixed interest rates may make it harder—but not impossible—to convince management to swap to floating.

Interest rates may be ticking up, but their historically low level is one reason some treasury teams may face difficulty convincing senior management to swap more of their company’s debt stack to floating rates from fixed.

  • “It’s a hard time to argue to do it given where long-term rates are,” one NeuGroup member said at a recent meeting.
  • “When the fixed-rate environment is this attractive, it’s hard to convince a CFO to ignore locking in a < 3% coupon for 30 years so we can swap into a floating-rate instrument to save another few %, but because it’s floating, it’s not guaranteed,” he added in a follow-up interview.

Glass half full. Another member took the view that a “swap may not look ridiculous right now” because of “positive carry across the curve—there is generally enough positive carry, so it may not look like a bad time to start legging in some swaps.”

  • He suggested that it may make sense for companies to set a “bogey” whereby they would swap to floating if they had a “certain amount of positive carry.”

Earnings optics. This member said “optics” and “EPS sensitivity” can be obstacles to getting a swap approved, especially for companies like his that “don’t have a long history of having meaningful interest expense on our P&L.”

  • “There is always hesitancy to add volatility to earnings that floating-rate exposure layers on,” he said, referring specifically to “situations where the swap may have negative carry,” as was the case in Q4 2019.
    • “So not only is a newly issued bond EPS dilutive because of the added interest expense, but then the swap makes it even further dilutive because of the negative carry.”
  • However, this member said, “Once we spent time with management on the benefits of [asset liability management], we have had very constructive conversations.”

Taking time; avoid timing. One member said that to counter the reality that “it’s never going to seem easy to enter into swaps,” companies need to have an “institutional goal” about the mix of fixed- to floating-rate debt that allows them to enter swaps over time—and not look at them on a standalone basis.

  • That message resonated with another member who observed, “They are more focused on absolute rates vs. initial carry; you have to have a long-term, fixed-float execution plan, meaning you continuously swap into floating at some %/target per year vs. trying to time the market.”

Eye-opening savings. Another member said treasury succeeded in convincing management at his company to swap a portion of every debt issue to floating to achieve a mix of 75% fixed and 25% floating. The key to adopting this systematic approach was showing management the “triple-digit millions” the company would have saved historically under that approach—what he called an “eye-opener.”

  • That has allowed the company to “be agnostic about the entry point” to a swap because, “over time, floating rate wins.”
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Cash Cushions and Covid: Retailers Not Yet Ready To Declare Victory

Retail treasurers returning to offense with share repurchases and dividends are proceeding with caution.

A growing number of retailers in the NeuGroup Network are spending or preparing to spend some of the excess cash they raised at the beginning of the pandemic on share repurchases and dividends.

  • But most treasurers at these retailers remain cautious and conservative as they return to playing offense—not surprising given that these companies were among the worst impacted by lockdowns and social distancing.

Retail treasurers returning to offense with share repurchases and dividends are proceeding with caution.

A growing number of retailers in the NeuGroup Network are spending or preparing to spend some of the excess cash they raised at the beginning of the pandemic on share repurchases and dividends.

  • But most treasurers at these retailers remain cautious and conservative as they return to playing offense—not surprising given that these companies were among the worst impacted by lockdowns and social distancing.

Declare victory? “One interesting conversation we’ve been grappling with is ‘Is it too early to claim victory?’” one member of NeuGroup for Retail Treasury said at a recent meeting. His company is carrying 2.5 times its normal cash cushion in case of what he called “a shock-type scenario.” Among the questions he’s asking:

  • “Should we be repaying all those credit facilities we put in place at the onset for insurance?
  • “Should we do a big share repurchase and utilize all of our excess cash today and get back to a more normalized amount?
  • “Or do we want to wait another quarter to see if the virus doesn’t come back and stores don’t close again?”

Middle Ground. One treasurer said his forecast model assumes a middle ground between expecting a return to normal and anticipating “another Covid scenario.”

  • Another member said a cause for concern is that it is “a little tricky” to define the degree of downside that exists at this moment. “Is it just 10%, or could it be another full Covid resurgence?” she asked.

Dividend dynamics. Most of the members whose companies are paying dividends—some halted them and have restarted—said that, although they have additional cash on hand, they have no plans to increase the dividend yet, although some expect to do it this year (see chart).

  • One member said there is “only so much you want to do with dividends,” when a company has a temporary cash surplus, since investors view dividend increases as permanent. He said that he leans toward a one-time share repurchase.
  • Other treasurers gearing up for buybacks are looking into the opportunistic possibilities offered by ASRs. But they stressed the need for caution because of the optics and politics of buybacks as millions of Americans continue to struggle financially because of Covid.
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Talking Shop: Handling Grant and Expense Payments for a Foundation

Member question: “How is your company handling grant and expense payments for its foundation? Is this handled leveraging existing company processes, tools and teams or outsourced to service providers, such as Foundation Source, etc.?

  • “We’ve outgrown the manual check process and need to scale up here and are curious to learn how you manage this.”

Member question: “How is your company handling grant and expense payments for its foundation? Is this handled leveraging existing company processes, tools and teams or outsourced to service providers, such as Foundation Source, etc.?

  • “We’ve outgrown the manual check process and need to scale up here and are curious to learn how you manage this.”

Peer answer 1: “Our foundation accounts are with our concentration bank and managed by specific individuals in our corporate team.

  • “We have raised the question of providing electronic payment (wire) access to the team but checks still seem to be favored.”

Peer answer 2: “Our foundation operates pretty independently. We offer some support with our relationship banks, but they operate their own ERP and accounts.

  • “Our investment team advises them on long term cash investments, but I believe they partner with an outsourced provider, YourCause, who processes the payments.”

Peer answer 3: “Our foundation operates fairly independently, except that our shared service center processes all payments from the foundation’s Fidelity account. With Covid-19, all payments were migrated from check to EFT (electronic funds transfer).

  • “The beneficiary account for any charity getting a payment greater than $5K, or ongoing donations, is prenoted (an anti-fraud measure) and the charity must confirm the test amount. Unfortunately, some of our charities are charged $15-$25 for incoming EFTs, but we think this is worth the cost to avoid fraud.”

Peer answer 4: “Our foundation is also independent. Nearly all of our foundation cash activity flows through our foundation’s cash account at our custodial bank.

  • “Related to grant payments, several years ago our foundation hired a third-party, Benevity, to manage all of its grant payments. Foundation staff use the Benevity tool to approve grants and schedule/make payments to the grant recipients. Once a month, Benevity bills the foundation for all grant payments to be made by them in the upcoming month and we pay Benevity from our foundation’s cash account.
  • “The only grant payments that run through the local checking account are typically grants awarded to non-501 (c) (3) organizations, as Benevity is only equipped to handle 501 (c) (3) grant payments.”
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Impact Investing: A Fintech Connecting Corporates with Communities

CNote helps companies including Mastercard connect with community development financial institutions.

Community development financial institutions (CDFIs) have emerged as an effective and attractive tool for corporates initiating or accelerating their commitments to impact investing amid the broader push for diversity and inclusion (D&I).

  • Members of NeuGroup’s Treasurers’ Group of Mega-Caps (tMega) recently heard how a women-led fintech called CNote is simplifying the process of connecting with CDFIs that, in turn, lend capital to borrowers in underserved communities.
  • “CNote is moving money where it’s needed the most,” CEO Catherine Berman said at the meeting. “Since we work with so many institutions, we get the deposits where they’re needed when they’re needed.”
  • Among the corporates making use of CNote’s platform is Mastercard. Representatives of the company joined CNote for the tMega presentation, part of a NeuGroup series designed to connect treasury and finance teams with innovative fintechs.

CNote helps companies including Mastercard connect with community development financial institutions.

Community development financial institutions (CDFIs) have emerged as an effective and attractive tool for corporates initiating or accelerating their commitments to impact investing amid the broader push for diversity and inclusion (D&I).

  • Members of NeuGroup’s Treasurers’ Group of Mega-Caps (tMega) recently heard how a women-led fintech called CNote is simplifying the process of connecting with CDFIs that, in turn, lend capital to borrowers in underserved communities.
  • “CNote is moving money where it’s needed the most,” CEO Catherine Berman said at the meeting. “Since we work with so many institutions, we get the deposits where they’re needed when they’re needed.”
  • Among the corporates making use of CNote’s platform is Mastercard. Representatives of the company joined CNote for the tMega presentation, part of a NeuGroup series designed to connect treasury and finance teams with innovative fintechs.

Mitigating risk, preserving capital. CNote says it streamlines community investment for corporates by removing common friction points, minimizing risk and simplifying administration and data collection processes.

  • Using a network of federally certified CDFIs, its system allows companies to deploy capital at scale, increasing access and funding loans that have a tangible impact, CNote says.
  • CNote’s technology services make it more cost-effective for corporates to directly support community organizations and lenders by simplifying the identifying, servicing and impact reporting efforts through data and automation, the fintech says.
  • CNote also offers customized impact investments, allowing corporates to construct offerings tailored to specific goals and objectives.

Insured deposits. Mastercard originally supported CNote through its start-up engagement program, and more recently—with contributions from Mastercard and the Mastercard Impact Fund—made a $20 million commitment to CNote’s Promise Account.

  • The account is a cash management solution that’s structured to provide FDIC and NCUA depository insurance coverage of all funds while giving institutional investors a single place to put their cash to work.
  • CNote says this single point of management reduces the administrative burden that would exist when manually monitoring and opening deposit accounts across numerous CDFIs and makes it easy to scale investments on demand.
  • Recognizing the critical role CDFIs can play in providing access to funding and pathways to financial security for underserved communities, the Mastercard Center for Inclusive Growth partners with many leading CDFIs and innovative firms like CNote operating in the community finance ecosystem.

Measuring impact. To show how investments are put to use, CNote provides reports to corporates and publishes borrower stories on its website highlighting the personal tales of success of people impacted firsthand by the financial support provided by CDFIs and companies’ deposits in them.

  • “In the reports there are some examples of the women entrepreneurs or the black-owned businesses that have grown or started because of these deposits,” Ms. Berman said at the meeting. “We show that we are making sure your deposits are going toward the areas [that companies target].”
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Biden Tax Priorities May Fuel Shifts in Corporate Capital Structure

The effects of raising the corporate income tax rate and setting a global minimum tax on book income.

Treasury and tax teams trying to plan for potential changes to US corporate tax policy will be looking for more clarity when President Biden addresses a joint session of Congress in one week, on Feb. 23.

  • For a look at what corporates should have on the radar screen, NeuGroup Insights reached out to Justin Weiss, a partner in KPMG’s Washington national tax financial institutions and products group.

The effects of raising the corporate income tax rate and setting a global minimum tax on book income.
 
Treasury and tax teams trying to plan for potential changes to US corporate tax policy will be looking for more clarity when President Biden addresses a joint session of Congress in one week, on Feb. 23.

  • For a look at what corporates should have on the radar screen, NeuGroup Insights reached out to Justin Weiss, a partner in KPMG’s Washington national tax financial institutions and products group.

Big picture. Democrats want to pass a rescue package to aid people struggling during the pandemic, using the filibuster-proof budget reconciliation process if necessary, and follow that with a recovery package to reignite the economy.

  • Next week, the president may expand on several tax-related proposals that would provide revenue to fund infrastructure and other initiatives.
  • The administration could push for such changes to become effective by Jan. 1, 2022, and Democrats could potentially use budget reconciliation a second time in 2021 should Republicans remain opposed, Mr. Weiss said.

The big gun. The Tax Cuts & Jobs Act (TCJA) of 2017 slashed the corporate tax rate to 21% from 35%, reducing the interest rate deduction benefit that encourages issuing debt over equity. President Biden says he intends to increase the rate to 28%.

  • That would increase debt’s luster in corporate capital structures, but a rule stemming from TCJA that limits interest deductions for tax purposes gets further restricted on Jan. 1, 2022.
  • “There’s been some talk about whether to postpone or eliminate changes that are scheduled to go into effect in 2022, given the economy,” Mr. Weiss said. So watch out for this in upcoming legislation.

A global minimum alternative. More complex would be a 15% global minimum tax on the book income of certain multinationals—technology and pharmaceuticals may be the target—that record significant profits in their financial statements but pay relatively little US tax.

  • A US company paying taxes abroad but recognizing that income in the US must already consider differences between US and local tax laws to efficiently avoid double taxation, especially after the TJCA eliminated multi-year tax credit pools, Mr. Weiss explained.
  • So a US multinational executing a hedge in a treasury center in the Netherlands would have to look at the US and Dutch tax treatment of such a derivative, and it could lose the US tax credit if they’re misaligned in a given year, Mr. Weiss said. He added that a minimum tax on booked earnings would add yet another layer of complexity.  
  • “That could be a real challenge when a company has a high volume of complicated financial transactions,” he said.

GILTI changes and centralizing treasury. The TJCA’s global intangible low-taxed income (GILTI) provision now effectively taxes overseas income at 10.5% and President Biden has said he wants to raise it to 21%. He has also floated a proposal to shift from calculating the GILTI tax on a pooled basis, where income and losses across the countries in which a company operates are netted, to a country-by-country calculation.

  • This could dramatically impact intercompany lending and hedging transactions, Mr. Weiss said, adding that income/gain on one side of a transaction could be taxable, but expense/loss on the other side may provide no benefit.

More to look out for. Besides the big ticket legislative items President Biden has mentioned, there are many regulatory projects that are likely to impact treasury functions.

  • Examples include pending regulations directly related to the taxation of intercompany treasury centers and the transition away from Libor.
  • “While the major legislative proposals get a lot of the attention, it’s important to also plan for a number of other upcoming changes, from the finalization of important regulations [in the US], to the evolving OECD guidance on financial transactions,” Mr. Weiss said. He added that in recent years taxing authorities have renewed their focus on the “unique aspects of treasury transactions.”  
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Talking Shop: Looking for Solutions To Optimize Global Tax Payments

Member question: “We are working to centralize and optimize global statutory and tax payments. What kind of solutions do you have in place?

“Entities will have unique tax restrictions, so we will need various solutions depending on the region and country. We’re hoping to understand what kind of solutions you may have uncovered or already have in place.

Member question: “We are working to centralize and optimize global statutory and tax payments. What kind of solutions do you have in place?

“Entities will have unique tax restrictions, so we will need various solutions depending on the region and country. We’re hoping to understand what kind of solutions you may have uncovered or already have in place.

  • “Does your company have a centralized process for managing global tax payments?
  • “What types of applications or payment types are used for processing tax payments (centralized or not)?
  • “For countries with no tax payment solutions through your primary or local banking portal, or regulations requiring payments via check or mandated to be made by local employees, what solutions have you come up with to try and streamline the process?”

Peer answer 1: “We do not, but it has been a space that we have also looked to incorporate more into our standard payment processes. Today, they still tend to make payments through bank portals or even use checks when wanting to combine with a document.

  • “We have explored how to include the documents with an electronic payment as well as how to link the electronic payment with the underlying document submission. We have not found any great solutions so I will be watching for other ideas.”

Peer answer 2: “Our US tax department is looking into an improved process—currently they use a bank portal that is quite manual. They heard about a provider called Anybill that we are going to research further.

  • “Coincidentally, I just heard that our Brazil tax team is also looking to find some efficiencies in this space. They have identified Dootax as a potential service provider. A global provider would be ideal, but not sure yet if one exists. Definitely interested in hearing what others have to say.”

Peer answer 3: “We have a decentralized process. We use a combination of checks, ACH debits by some taxing authority and ACH credits initiated from our banking portals, for tax payments in the US.

  • “For countries where no tax payment solutions exist, we leverage PwC or other such providers that offer tax payments on behalf of clients. It’s a lot more disjointed than we’d like, as all our divisions make their own tax payments, and we don’t have a common solution for any given tax authority.”
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Supporting—Not Leading—the Green Charge: Defining Treasury’s Role

A discussion of green bonds includes the view that treasury “can’t push the cart up the hill” on sustainability.

The steady drumbeat of enthusiasm about ESG from bankers, investors, rating agencies and the media has failed to convince some treasury teams to push their companies to jump on the green finance bandwagon. For one reason, these treasury practitioners say that issuing green bonds or using other forms of sustainability-linked finance does not currently make economic sense for them.

A discussion of green bonds includes the view that treasury “can’t push the cart up the hill” on sustainability.

The steady drumbeat of enthusiasm about ESG from bankers, investors, rating agencies and the media has failed to convince some treasury teams to push their companies to jump on the green finance bandwagon. For one reason, these treasury practitioners say that issuing green bonds or using other forms of sustainability-linked finance does not currently make economic sense for them.

  • More importantly, these NeuGroup members say treasury’s role is to support, not drive, corporate sustainability efforts that must be embraced by the C-Suite and embedded into the business before treasury teams help assist and finance those efforts.
  • Those takeaways emerged at a recent ESG working group meeting NeuGroup organized to discuss topics including the use of proceeds from green bond issues.

Pricing and PR. One member, who said every bank has pitched green bonds to his company multiple times, said he sees very little benefit from a pricing perspective, meaning the main value or return would be from public relations.

  • “Green Bonds don’t necessarily provide a pricing benefit to non-green bonds,” he said. “While you are expanding your investor base, the issuances aren’t generally all that large and I’m not sure it would impact your overall bond pricing.”
  • Another member said his company has high ESG ratings, thanks in part to investments in renewable energy projects, and doesn’t need the positive PR from issuing a green bond. He told others, “Don’t do green [bonds] for the sake of doing green,” particularly if a company, like his, does not have enough uses for the bond proceeds.

Supporting, not leading. A consensus emerged that whatever the motivations for making use of sustainability-linked finance, treasury needs to act in response to initiatives and messaging driven by the company’s senior leadership, not the finance function.

  • “Treasury is the tail, not the dog,” said one member whose CEO has pushed sustainability and social responsibility into the company’s business operations and culture. As part of that vision, treasury did the hard, time-consuming work of issuing a green bond for the first time.
    • The goal of that initial deal, the member said, was generating publicity and telling the story of the company’s commitment to sustainability.
  • But for another member, pushing a green bond would put treasury “way ahead of the rest of the organization.” He said he would be “loath to jump in without a more comprehensive plan. If you don’t have the projects to spend money on, it doesn’t feel authentic.”
  • He added, “A bond deal, which would generate lots of PR, needs to be one component of an overall green strategy which would include external communication. If we’re going to do it, it needs to be led by the sustainability team. We don’t want treasury pushing the cart up the hill on green.”

An ideal world? Another member whose company has issued sustainability bonds for both capital expenditures and operating expenses (a topic we’ll dive into in a future post) said he’d like to know if his peers viewed sustainability as a “bolt-on” or “can we do things we’re doing in a more sustainable way.”

  • Put another way, is sustainability a “core mandate of treasury on an ongoing basis and less “pushing the cart up the hill,” he asked.
  • A member of the treasury team at a large technology company that issues sustainability bonds offered a clear and compelling perspective on treasury’s role within a company committed to ESG principles:
  • “In an ideal world, when a clear corporate strategy exists, I think treasury has an important role to play in partnering with the sustainability team to understand the art of the possible around linking financial tools to sustainability initiatives,” he said.
  • “We have a very sophisticated sustainability team, but they are not avid followers of the capital markets; so it’s on treasury to push the envelope for how we can embed sustainability themes into our investment/financing activities.”
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Sending a Strong Signal: Accelerated Share Repurchase Programs

As more companies resume stock buybacks, some treasurers are feeling pressure to use ASRs.

Corporates eager to send a clear signal to investors about their financial health are brushing the dust off stock buyback plans and weighing—if not committing to—accelerated share repurchase (ASR) programs. That was among the takeaways from a NeuGroup meeting of treasurers this week.

As more companies resume stock buybacks, some treasurers are feeling pressure to use ASRs.

Corporates eager to send a clear signal to investors about their financial health are brushing the dust off stock buyback plans and weighing—if not committing to—accelerated share repurchase (ASR) programs. That was among the takeaways from a NeuGroup meeting of treasurers this week.

  • It’s the latest development in a journey that began in the spring when the pandemic slammed the brakes on many share repurchase programs. In the fall, some companies got more confident about the future and returned to doing buybacks, often opting for the flexibility and relatively lower profile offered by open market repurchases (OMRs).
  • Corporates that opt for ASRs have to make a firm commitment to the program but may benefit by sending a stronger message to the market, members agreed.

Time for ASRs? One member, whose company has performed well in the pandemic, has an influx of cash and is restarting a repurchase program, said he is feeling some pressure to use ASRs, not his preferred method.

  • Another member with experience using ASRs said his goal as treasurer is to be opportunistic and “take whatever the board offers me to spend in buybacks, and buy back as many shares as I possibly can.” That means using ASRs, which offer corporates a way to buy shares at a discount to market prices, unlike an OMR.
  • The member said he essentially uses ASRs as a volatility hedge. “In a period of high volatility that we don’t think or aren’t sure is going to continue, we can lock it in with the ASR,” he said.
  • “On the back of that, we put a price grid in,” he said. This allows the company to purchase even more if there’s a significant decline in the share price.

Playing it safe. The commitment inherent in ASRs can come back to bite. The member noted another company’s recent experience going “pretty big” with an ASR and seeing huge run-up in the stock price, which will be factored into the price per share they will ultimately pay.

  • He warned others to stay short on the strategy. “We typically don’t go out more than a couple months, because we don’t like the uncertainty out there,” he said.
  • A member who is currently using an ASR program added, “The ASRs we engage on are only within the quarter, shorter in tenor and smaller in size than OMRs.”
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Talking Shop: Do You Use Barra Beta or Bloomberg To Calculate WACC?

Member question: “Is anyone using Barra to calculate WACC (weighted average cost of capital) or do you use another service provider?

  • “To calculate cost of equity, we use our beta available from Bloomberg. Over the last year, our beta has decreased. The lower beta results in a lower calculated cost of equity and then WACC.
  • “We think this could be a short-term impact and need to be very thoughtful about how to apply it in various analysis. In recent conversations, we have learned about Barra beta. My question: Is anyone using Barra beta and if so, how do you calculate it, or do you use a service provider to obtain this data?”

Member question: “Is anyone using Barra to calculate WACC (weighted average cost of capital) or do you use another service provider?

  • “To calculate cost of equity, we use our beta available from Bloomberg. Over the last year, our beta has decreased. The lower beta results in a lower calculated cost of equity and then WACC.
  • “We think this could be a short-term impact and need to be very thoughtful about how to apply it in various analysis. In recent conversations, we have learned about Barra beta. My question: Is anyone using Barra beta and if so, how do you calculate it, or do you use a service provider to obtain this data?”

Peer answer 1: “We use Barra beta. My understanding is that they use a black box model to create a ‘predictive’ beta. We subscribe to the service to have access to the data.”

Peer answer 2: “We use Barra beta but we’re evaluating switching from Barra to Bloomberg in the future. Here are several considerations for comparing Barra beta and Bloomberg’s beta:

  • “Barra ‘predictive’ lacks transparency. When we use the Barra betas of peers [in one country] as another data point to guide our own cost of equities estimation, they have very low Barra betas.
    • “I suspect the Barra method is probably running these companies’ correlation with a MSCI global index instead of [the country’s] domestic equity index.
  • “The Bloomberg beta method is transparent and allows customizing the index to correct such noise. Barra beta, I was told, also has an issue with new companies lacking trading history.
  • “We have introduced a moving-average tweak to our beta estimation to smooth out the noise.
  • “You may want to consider asking one of your bankers to provide a one-time look of several Barra betas and their history before signing up for the service.”

Peer answer 3: “We use Bloomberg’s five-year weekly adjusted beta. We look at Barra, but don’t like the lack of transparency.”

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Spin-off Class: Perspective From a NeuGroup Member Pedaling Hard

Spin-offs mean complex, time-consuming work on capital structure, bank accounts, credit facilities and more.

Spin-offs are huge strategic undertakings for corporations looking to part ways with a subsidiary or business. And finance teams, including treasury, do a lot of the heavy lifting to manage a complex process that can take years to complete.

  • At a recent NeuGroup meeting, one member in the midst of a spin-off described the process as an “all-consuming activity.”
  • Afterward, he agreed to share some insights and perspective he’s gained from experiencing a spin-off firsthand.

Spin-offs mean complex, time-consuming work on capital structure, bank accounts, credit facilities and more.
 
Spin-offs are huge strategic undertakings for corporations looking to part ways with a subsidiary or business. And finance teams, including treasury, do a lot of the heavy lifting to manage a complex process that can take years to complete.

  • At a recent NeuGroup meeting, one member in the midst of a spin-off described the process as an “all-consuming activity.”
  • Afterward, he agreed to share some insights and perspective he’s gained from experiencing a spin-off firsthand.

Treasury’s role in untangling. To the extent the to-be-spun business is highly entangled, treasury support will be required to establish new entities, new banking operations (accounts and services like pooling and trade finance), and supporting policies and procedures. 

  • New authorities will need to be delegated, new signatories identified and likely changed more than once as colleagues are selected to support the spin company.
  • Credit facilities will need to be split between companies prior to all information about the spin company’s capital structure and credit rating. 

Degree of difficulty. Among other factors, the difficulty in executing a spin-off will be driven by the degree of entanglement of the operations with the broader business. 

  • That entanglement includes systems, people and processes; and a decision must be taken on how those systems and processes will be established at the spin company.
  • You can simply “lift-and-shift” what’s required or create new or optimized systems and processes that may allow a greater degree of customization and refinement.  

Capital structure: critical. Establishing the right capital structure for the spin company is a critical step in ensuring the right operational and strategic flexibility post-spin. 

  • Projecting the cash flow generation of the spin company in the critical months leading up to and immediately after spin is a complicated exercise, but required to deliver that desired flexibility. 
  • This will likely require cash flow forecasting at the entity level for any significant operations around the globe.

Talent task. In attempting to find the right talent for the spin-off company’s treasury team, there are options along a continuum. You can choose to identify staff to move to the spin company or engage staff to understand interest and capabilities that will serve the spin company well. 

  • A mix of internal and external talent will likely be required, and finding the right mix of capabilities will affect the spin company’s ability to hit the ground running. 
  • Of course there are local labor laws that must be followed in establishing the new team, and striking the right balance between appointment and self-selection is a challenge given minimum required staffing levels and budgetary constraints. 
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Why Spin-offs Are Complex, Time-Consuming Affairs: A Lawyer’s View

The legal perspective on spin-offs from attorneys at Gibson, Dunn & Crutcher.

Spin-offs are intricate, multifaceted endeavors for corporates that decide to take a subsidiary and make it an independent public company. In addition to internal finance and tax teams, they can involve scores of investment bankers, auditors and lawyers.

  • At a recent NeuGroup meeting, one member in the midst of a spin-off described the process as an “all-consuming activity.”
  • For a look at some of what’s involved, NeuGroup Insights turned to Andrew Fabens and Steve Glover, partners at the law firm Gibson, Dunn & Crutcher, who work on spin-off transactions. Below are some of their insights along with some information from the firm’s presentation, “The Art of the Spin-off.”

The legal perspective on spin-offs from attorneys at Gibson, Dunn & Crutcher.

Spin-offs are intricate, multifaceted endeavors for corporates that decide to take a subsidiary and make it an independent public company. In addition to internal finance and tax teams, they can involve scores of investment bankers, auditors and lawyers.

  • At a recent NeuGroup meeting, one member in the midst of a spin-off described the process as an “all-consuming activity.”
  • For a look at some of what’s involved, NeuGroup Insights turned to Andrew Fabens and Steve Glover, partners at the law firm Gibson, Dunn & Crutcher, who work on spin-off transactions. Below are some of their insights along with some information from the firm’s presentation, “The Art of the Spin-off.”

“Spin-offs are complicated undertakings. The process is significantly more demanding than the process associated with a debt financing, and in many cases is more complicated than the IPO process.  Just a quick list of some of the tasks that need to be accomplished highlights this: 

  • The transaction planners need to move all of the assets and liabilities associated with the business being spun into a subsidiary.  
  • They need to prepare audited financial statements for the business and draft a disclosure document. 
  • They need to confirm that the spin-off will be tax free, which can take many months if the company seeks a letter ruling from the IRS. 
  • They have to decide on governance for the spin-off company and develop a capital structure. 
  • They need to decide on a management team, identify members of the new board of directors and develop compensation plans.  

“Treasury has a significant role to play in developing the spin-off company’s capital structure and anticipating adjustments of the parent’s structure. These are mixed economic and strategic decisions, with a healthy dose of legal work if the spin-off is of such significance that there are ‘all-or-substantially all’ (AOSA) debt covenant compliance questions at the parent level.”

  • An AOSA covenant can prohibit the disposal of “all or substantially all” of the assets of the parent unless all assets are conveyed to a single acquirer that assumes the debt obligation.

Keep one eye on the market. “The transactions that rebalance the capital structures must be executed with precision just as the other components of the separation all are finalized. You need to have one eye on the market and the other on the separation workstreams to get that timing right.” The methods used to do this typically include some combination of the following:

  1. New issue + repurchase. Elements include: new bonds issued by the spin-off company for cash; a special dividend paid to the parent; redemption and/or tender offer by parent for existing bonds; redemption or offer to purchase.
  2. Par-for-par exchange offer. Elements include: spin-off company offers to exchange new bonds for existing parent bonds; cash premium paid to participating bondholders; no cash proceeds to the spin-off company.
  3. Intermediated exchange. Elements include: tender offer by underwriters for existing parent bonds; underwriters agree to exchange tendered bonds for new spin-off company bonds; new spin-off company bonds sold by underwriters for cash; no cash proceeds to the spin-off company.

“When the pandemic struck, many companies put M&A and other significant strategic undertakings like spin-offs on hold. They wanted to understand better what implications the pandemic would have for their business, the capital markets and the broader economy before they proceeded with their plans. 

  • “To the extent companies had been facing pressure from stockholder activists or other investors to engage in spins, some of this pressure became less intense during the first several months of the pandemic.  Activists and investors also wanted to get better perspective on the impact of Covid-19.”
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Buzzer Beater: A Treasurer’s Last-Second Debt Deal Scores Big Savings

One member cut his company’s tax bill by beating the clock to complete a debt refinancing.  

As one NeuGroup member’s fiscal year began to draw to a close, he saw an opportunity to save his company millions of dollars in taxes by completing a debt refinancing deal—but he had to race the clock get it done before the calendar changed.

  • Because of the pandemic’s impact, the company needed to save money, so it was critical that the debt deal go through in 2020.

One member cut his company’s tax bill by beating the clock to complete a debt refinancing.  

As one NeuGroup member’s fiscal year began to draw to a close, he saw an opportunity to save his company millions of dollars in taxes by completing a debt refinancing deal—but he had to race the clock get it done before the calendar changed.

  • Because of the pandemic’s impact, the company needed to save money, so it was critical that the debt deal go through in 2020.

Roller coaster. At the start of the year, the member’s company wanted to reduce its relatively high leverage ratio through a refinancing. The pandemic delayed the deal by freezing the debt markets.

  • The eventual thaw created a renewed capacity to get deals done and convinced the company to go through with its transaction “to get the risk off the table,” he said.
  • The member’s deal was an amend-and-exchange refinancing of a high-yield bond, which he said was economically favorable as “high yield markets are very hot right now.”

Dramatic ending. The member said the refinancing took considerable time to prepare and was “not easy” to do under tight deadline pressure. Executing the deal came down to the last day of the fiscal year, creating a bit of drama.

  • The close meeting started at 5:30 a.m. for the member. At the last minute, a lawyer had an issue with an area in credit agreements, and his team had to scramble.

After applying pressure and some back-and-forth with the lawyers throughout the day, the deal was able to get out the door with 90 seconds to spare before the end of the fiscal year. “I’ve never experienced such a harrowing close meeting,” the treasurer said.

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Talking Shop: How to Set Rates on Intercompany Lending Agreements

Member question: “We are in the process of reevaluating our intercompany (IC) loan rate-setting policy. I’m trying to benchmark to understand how this is managed at other companies. What is your company’s approach to setting rates on any intercompany lending agreements?

  • “I know reference rates are in flux with the Libor transition but I am specifically trying to understand, from a transfer pricing standpoint, if you set rates with a standard mark-up or based on the entity’s creditworthiness similar to a bank.”

Member question: “We are in the process of reevaluating our intercompany (IC) loan rate-setting policy. I’m trying to benchmark to understand how this is managed at other companies. What is your company’s approach to setting rates on any intercompany lending agreements?

  • “I know reference rates are in flux with the Libor transition but I am specifically trying to understand, from a transfer pricing standpoint, if you set rates with a standard mark-up or based on the entity’s creditworthiness similar to a bank.”

Peer answer: “For long-term IC loans, our internal funding team works with tax to determine an appropriate arm’s-length spread over benchmark. 

  • “That process has varied over the years, but typically involves either getting some local bank indicative loan rates for comparison or doing other local market research on comparable companies’ public debt issuance and/or credit indicators. 
  • “This would all be documented and retained as supporting evidence of the arms-length rate.

“For revolving (short-term) IC loans, we may use comfort letters and/or parent guarantees to backstop the subsidiary IC debt. 

  • “This has allowed us (in most cases) to have a fixed credit spread for our short-term IC loan portfolio. Obviously, that type of approach would need to be well established with tax.

“With the upcoming Libor replacement, there is an expectation that the credit component backed into Libor will need to be reflected in the updated rates plus the spread we use. 

  • “These details are still being worked out by our Libor replacement team.”

Using SOFR for IC. The Alternative Reference Rates Committee (ARRC) recently released recommendations for IC loans based on the Secured Overnight Financing Rate (SOFR). ARRC’s announcement does not specifically address transfer pricing.

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Questions About Answers: Moody’s Cybersurvey Raises a Few Concerns

NeuGroup members want to know how the credit rating agency will use survey responses about cyber risk.

High-profile corporate cyberattacks have many companies reevaluating how they mitigate cyber risk. And over the past few months, some NeuGroup members have received a lengthy survey from Moody’s asking questions about their companies’ approaches to cybersecurity.

  • The survey, which Moody’s says has about 60 questions, has raised questions—and a few concerns—about what Moody’s will do with the answers.
  • Below is some of what members said about the survey at recent meetings and, where appropriate, the responses NeuGroup Insights received from Jim Hempstead, managing director of cyber risk at Moody’s.

NeuGroup members want to know how the credit rating agency will use survey responses about cyber risk.

High-profile corporate cyberattacks have many companies reevaluating how they mitigate cyber risk. And over the past few months, some NeuGroup members have received a lengthy survey from Moody’s asking questions about their companies’ approaches to cybersecurity.

  • The survey, which Moody’s says has about 60 questions, has raised questions—and a few concerns—about what Moody’s will do with the answers.
  • Below is some of what members said about the survey at recent meetings and, where appropriate, the responses NeuGroup Insights received from Jim Hempstead, managing director of cyber risk at Moody’s.

What’s in it? One member said the survey includes questions about the amount of money the company spends on cybersecurity, about cyber risk governance, how much oversight the board has and whether someone reports to the board on cyber risk.

  • One treasurer who received the survey said she had to collaborate with many different teams in the company to ensure accurate answers, in what ended up as a time-consuming process.
  • “Treasury contributed to questions about risk insurance,” the member said. “The bulk of [the survey] had to go to other offices, it was quite wide-ranging. I had to farm it out to several people.”

What happens with the answers? Moody’s, some members said, told corporates their answers would not affect their credit ratings. But one member said she was told that if the company’s cyber risk protocols or structures were “way out of line” with others, it might have an impact.

  • Moody’s purpose for collecting this data is to provide anonymized and aggregated information, so analysts at the agency can ask better questions of companies they cover and understand the answers better, Mr. Hempstead said.
  • Consistent with Moody’s best practices, if a company reveals something important in its survey responses that Moody’s did not know, the company’s credit rating will surely come up, he said. But he emphasized that the survey is only research and a starting point for more in-depth discussions with companies.
    • It is not meant to result in an overall cyber score, and Moody’s is not changing its rating methodology as it did with ESG.
  • Moody’s views cyber risk as rising, and says analysts need to deepen their understanding of the critical ways it impacts credit quality. And to also understand the practices used to mitigate the impact of cyber risk on credit— beyond the limited information companies disclose.
  • He also said that for issuers, the surveys are meant to raise awareness on cyber risk and how it relates to credit.

Voluntary or obligatory? Two members said the rating agency told them the survey was obligatory, while two were told it was voluntary. Mr. Hempstead said completing the survey is entirely optional, but the data will be more useful as more corporates complete the survey.

  • Moody’s sent the survey to thousands of global issuers over nearly a year, and has received well over a thousand responses, covering a wide range of companies by size, regional and industry sector, he said.

What’s next? After distributing the survey to electric utilities early last year, Moody’s published its findings. When the remaining surveys are collected by March, Moody’s plans to publish its findings for other sectors as well, provided that a diverse and large enough group of companies respond, Mr. Hempstead said.

  • After the sector data is analyzed, analysts will have metrics so they can compare the risk posed by individual companies’ cybersecurity policies and practices to other companies and a broader universe of peers.
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Cash Pools in Asia for Corporates Trying to Access Funds in China

NeuGroup members describe cash pools designed to overcome obstacles and minimize taxes.

Several members of NeuGroup’s Life Sciences Treasury Peer Group have set up cash pools in China relatively recently, a topic they discussed at their fall meeting in 2020 and in follow-up email exchanges with NeuGroup Insights.

  • The pools are generally a means to an end: getting access to the funds in a country where that can be difficult and expensive.

NeuGroup members describe cash pools designed to overcome obstacles and minimize taxes.

Several members of NeuGroup’s Life Sciences Treasury Peer Group have set up cash pools in China relatively recently, a topic they discussed at their fall meeting in 2020 and in follow-up email exchanges with NeuGroup Insights.

  • The pools are generally a means to an end: getting access to the funds in a country where that can be difficult and expensive.

Two-way sweep. One member is using what she described as “a simple RMB cross-border two-way sweep under the nationwide scheme (not the Shanghai Free Trade Zone scheme).” The goal: “To get access to surplus funds that cannot otherwise be repatriated via a dividend without withholding tax implications,” the member explained.

  • “We started operating the pool in mid-2020 and have built up the pooled funds over time to the equity limit that applies to the national structure (50% of aggregate equities of all onshore participating entities).
  • “We took action in the fall to comply with the rule that the continuous net lending/borrowing cannot exceed one year.”
  • The pools are in both Singapore and China. There is an “in-country pool for several entities [tied] to a header account which is swept to a special RMB account,” the member said.
  • “Funds are then lent cross-border to an offshore header account in Singapore. The funds can then go onward from there.”

An in-house bank and hedging. Another member at the meeting described what his company is doing in China as follows:

  • “We set up a cross-border pool between our entities in China and Singapore last year. The objective was to access China cash on a temporary basis. The bank is only acting as an agent; our entity in China is the lender. The entity in Singapore is the borrower in the pool and the in-house bank that funds other entities in Asia and Europe.
  • “It is very challenging to get cash out of China and this pool partially solves that problem.  
  • “The funds are pooled in Singapore from our China entity. Singapore is USD functional and China is RMB functional.  So we hedge the RMB that needs to be converted in USD when they arrive to Singapore.  
  • “Because the functional currency is different for the two entities (USD and RMB), hedging is necessary to avoid losses when the loans in the pool are made and prepaid.”

Context on pools. For some perspective, NeuGroup Insights reached out to Susan A. Hillman, a partner at Treasury Alliance Group and an expert on cash pooling. “The ability to ‘pool’ in China has been around for a long time through a mechanism called an ‘entrusted loan’—whereby an enterprise with excess cash (RMB) puts money on deposit with its bank and receives a rate of interest on this deposit,” she said.

  • “These funds are then loaned by the same bank to an affiliate company at a higher rate. Newer cross-border arrangements are usually managed through a bank loan from an RMB account which allows excess funds to be utilized in the offshore bank account (same bank) in Singapore as a ‘loan’ to the parent,” Ms. Hillman added.
  • The funds can be used “onward from there” with some restrictions on tenor and amounts, she said.
  • “Trying to utilize excess funds in a restricted country without issuing a dividend and the withholding tax consequences has long been a problem and using a bank as an intermediary in the situation through a loan arrangement is common in such countries as Brazil.
  • “So rather than a cash management service, like pooling in Europe, it becomes a bank financing tool subject to the tax rules of any restricted country.”
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Talking Shop: Seeking Help From TMS Vendors for the IBOR Transition

Member Question: “For anyone using Reval, I was wondering if you have used their IBOR Transition Assessment Service (ITAS) to help with the IBOR transition; and if so, what was your experience and approximate cost to use?

  • Or, if anyone has received any kind of system implementation help from their TMS, just curious what they were able to help with, how effective, and costs?”

Member Question: “For anyone using Reval, I was wondering if you have used their IBOR Transition Assessment Service (ITAS) to help with the IBOR transition; and if so, what was your experience and approximate cost to use?

  • Or, if anyone has received any kind of system implementation help from their TMS, just curious what they were able to help with, how effective, and costs?”

What ION said. A spokesperson for ION, which owns Reval, told NeuGroup Insights in an email, “In terms of the cost, we are not able to provide this as it is a tailored service depending on clients’ exposure to IBOR.

  • “We have a few different packages that we can offer depending on the support they are looking for. Essentially, we have small, medium and large offerings.”
  • The spokesperson also referred to the graphic below for details on Reval’s ITAS service.

What a peer who uses Quantum said. “Hi, we use Quantum (FIS) for TMS and derivatives repository and MTM calculations. FIS has not provided any particular services to help with the transition other than providing functional updates to their platform to accommodate the new rates and calculations.”

What FIS said. A spokesperson for FIS said, “FIS’ IBOR replacement functionality has been rolled out and we are engaging with clients through one-on-one conversations as well as broader group meetings and webinars.

  • “We encourage clients to come to us with any additional questions that they might have as they undergo this transition.”
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Walking the Talk on Diversity and Inclusion: One Company’s Steps

A member of NeuGroup’s European Treasury Peer Group outlines what his company is doing to promote D&I.

The push for increased diversity, inclusion and social justice following the murder of George Floyd last year has rippled far beyond US borders.

  • At a meeting of NeuGroup’s European Treasury Peer Group this fall, one member discussed his company’s conviction that now more than ever is the time “to further strengthen [the company’s] commitment to diversity and inclusion everywhere,” as his presentation put it.
  • This company’s efforts, the member said, have taken D&I “to a new level and given it the traction it deserves,” he said. Some of the steps his company has taken may provide direction to other MNCs.

A member of NeuGroup’s European Treasury Peer Group outlines what his company is doing to promote D&I.

The push for increased diversity, inclusion and social justice following the murder of George Floyd last year has rippled far beyond US borders.

  • At a meeting of NeuGroup’s European Treasury Peer Group this fall, one member discussed his company’s conviction that now more than ever is the time “to further strengthen [the company’s] commitment to diversity and inclusion everywhere,” as his presentation put it.
  • This company’s efforts, the member said, have taken D&I “to a new level and given it the traction it deserves,” he said. Some of the steps his company has taken may provide direction to other MNCs.

Context on targets. Before the member’s presentation, attendees were polled on whether treasury has specific targets to meet D&I objectives. As the chart below shows, only five percentage points separated those companies with targets (47%) from those without (42%).

  • Only a fifth (21%) of the respondents said their companies have specific investment targets to support underprivileged communities through affordable housing and other means.

Build a senior structure to support D&I efforts. The member’s company has a CEO diversity and inclusion council comprised of senior leaders (SVPs and above) across the corporation whose aim is to accelerate progress in D&I efforts. The treasurer is on the council.

  • The council advocates for solutions that support a culture of belonging and inclusion, both internally and externally.
  • The council focuses on several key strategic pillars, including transparency and representation.

Consider using employee resource groups. So-called ERGs are voluntary, employee-led groups whose aim is to foster a diverse, inclusive workplace aligned with the organizations they serve. 

  • ERGs at the member’s company are “key partners in our work to cultivate an inclusive culture for all employees around the world,” the company’s presentation said.
  • “These passionate employees offer their time, expertise and cultural insights to help us improve the workplace and be innovative in the marketplace.”
  • The company refers to the employees as “cultural carriers” who represent “all dimensions of diversity,” including Asian/Pacific Islander, Black, Hispanic, LGBTQ as well as people with disabilities, veterans and women.

Coffee talk. The company’s efforts include holding informal coffee chats with no agenda where employees feel safe to voice their views on racism, inequality and well-being in a confidential and compassionate forum.

  • The goal, the presentation said, is to foster an environment where “everyone feels heard, supported and, most importantly, where these issues can be discussed openly.”
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Carbon Credits 101: Introduction to Voluntary Emissions Reduction

BNP Paribas shares a guide for corporates looking into carbon emission markets.

A NeuGroup member at a large technology company recently asked peers on an online forum, “Does anyone have experience in purchasing carbon credits in voluntary markets?”

  • For guidance, NeuGroup Insights reached out to BNP Paribas, which has a long-standing presence in this area and is committed to developing origination capabilities in carbon offset markets.
  • The bank shared a presentation to help clients better understand the dynamics of the voluntary emission reduction (VER) market.
  • Understanding carbon markets can only help corporates ramping up their efforts to address environmental, social and governance (ESG) issues as pressures to embrace sustainability grow even stronger.

BNP Paribas shares a guide for corporates looking into carbon emission markets.

A NeuGroup member at a large technology company recently asked peers on an online forum, “Does anyone have experience in purchasing carbon credits in voluntary markets?”

  • For guidance, NeuGroup Insights reached out to BNP Paribas, which has a long-standing presence in this area and is committed to developing origination capabilities in carbon offset markets.
  • The bank shared a presentation to help clients better understand the dynamics of the voluntary emission reduction (VER) market.
  • Understanding carbon markets can only help corporates ramping up their efforts to address environmental, social and governance (ESG) issues as pressures to embrace sustainability grow even stronger.

Three carbon pricing mechanisms. The BNP Paribas presentation describes three main ways carbon is priced. Governments have been using the first two to reach carbon reduction goals.

  1. Carbon taxes. Applying a flat and predefined rate on all carbon usage.
  2. Cap and trade. Regulated entities are subject to an emission cap and can freely buy and sell carbon allowances, which are rights to emit carbon. BNP Paribas says that to some extent these entities can also use carbon offsets if deemed compliant by the regulator.
  3. Voluntary markets. At the same time, BNP Paribas explains, the creation of so-called voluntary markets has allowed companies to buy on a voluntary basis a certain type of carbon credits or offsets and redeem them to offset their emissions. The goal is to demonstrate the corporate’s business activity is carbon neutral.
    1. By buying carbon offsets, a company could voluntarily compensate for its residual emissions and support the transition to a low-carbon economy,” the presentation states.
    2. Carbon offsets are units of carbon dioxide-equivalent that are reduced, avoided or sequestered to compensate for emissions occurring elsewhere through emission reduction projects (see below).
    3. BNP Paribas channels money to the emission reduction project developer to operate, perform and generate emissions reductions.

How to use VERs. The presentation explains that the first step is for a company to measure its carbon emissions and define reduction targets as part of its commitment to corporate social responsibility (CSR). VERs are one of the instruments of a comprehensive carbon offset strategy. The other steps include:

  • Reducing greenhouse gas emissions as much as possible as part of the CSR strategy.
  • Reporting on greenhouse gas emissions.
  • Compensating for emissions that cannot be avoided with carbon offsets and through verified emission reduction.

Carbon footprint offsetting process. The presentation notes that BNP Paribas holds carbon offset certificates and provides liquidity to this market, offering “a simple and cost-efficient setup to its clients to buy the necessary offsets to it remaining emissions.”

  • “VER is paying for past performance,” the presentation states. “A VER certificate is only issued when the carbon avoidance has already been achieved.”
  • Clients buy selected carbon offsets (spot and forward) from BNP Paribas via ad hoc negotiated documentation.
  • Each VER has a unique serial number with the objective to mitigate the risk of fraud and double counting.
  • At the time of the purchase the client can request BNP Paribas cancel the VERs on its behalf directly from the BNP Paribas registry. A certificate of cancellation is issued by the registry (Markit) and provided to the client.
    • Or the VERs can be transferred to and retained on the client’s registry, which needs to be set up.
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Under the Hood: How Banks Price FX Swaps With Corporates

Wells Fargo explains credit and capital charges for corporate counterparties on derivative transactions.

Corporates that are using or considering using long-dated hedges such as five-year FX forwards or swaps can benefit from understanding the way banks price derivatives using a combination of credit and capital charges. That idea surfaced during a recent meeting sponsored by Wells Fargo for NeuGroup members who manage foreign exchange risk.

Wells Fargo explains credit and capital charges for corporate counterparties on derivative transactions.

Corporates that are using or considering using long-dated hedges such as five-year FX forwards or swaps can benefit from understanding the way banks price derivatives using a combination of credit and capital charges. That idea surfaced during a recent meeting sponsored by Wells Fargo for NeuGroup members who manage foreign exchange risk.

  • Credit and capital costs can impact unwinds and restructurings as well as new transactions, Wells Fargo said. The extent to which hedges are in or out of the money, and the remaining tenor of the hedges, drives these calculations.
  • The presentation included explanations of the relevant acronyms CVA (credit value adjustment), DVA (debit value adjustment) and FVA (funding valuation adjustment) used to calculate the charges.
  • Wells Fargo also addressed how companies may deal with these adjustments from an accounting perspective.

Why this is relevant now. The presentation made the case that credit and capital charges are relevant now by citing the results of a 2020 FX Risk Management Survey the bank conducted.

  • Almost half of public companies report hedging long-dated FX exposures. “Widening FX carry in recent years has been a driver in some cases,” Wells Fargo reported.
  • Also, “Changes in the accounting rules (see ASU 2017-12) and decreased cost of funding in foreign currency vs. USD has increased usage of net investment hedges.”

Understanding the acronyms. CVA is priced off of what is called “positive exposure”—the risk that the bank’s counterparty, the corporate, defaults. The higher the corporate’s credit default swaps (CDS) level is, the higher the CVA cost, the presentation explained. And the larger the potential exposure, the higher the CVA cost.

  • The CVA fee is embedded in the FX or interest rate quoted by the bank to the corporate for the derivative trade.
  • DVA is priced off of “negative exposure” and takes into account the credit risk of the bank, its likelihood of default. The credit fee would in part represent a netting of CVA and DVA.
  • The presentation noted that the “worst case” exposure from a $100 million, five-year cross-currency swap, where the company pays EUR fixed rates and receives USD fixed, could be “quite large”: $37.8 million (see below).
  • FVA is priced off of both positive and negative exposure and takes into account the bank’s funding cost.
  • Most banks, the presentation said, have made a policy decision to consistently use either DVA or FVA.

The capital factor. Banks are bound by regulators to hold equity capital for derivative transactions, one reason banks also charge corporates a capital charge.

  • The presentation included a graphic explaining three common methods of calculating derivative capital requirements, plus the standardized approach for counterparty credit risk (SA-CCR), the capital requirement framework under Basel III.
  • Credit and capital costs can vary from bank to bank, a Wells presenter explained. Most of this variation reflects differences in capital costs as banks have different return on equity (ROE) targets and different capital constraints given the makeup of their balance sheets.

What about credit support annexes? A Wells Fargo presenter explained that while corporate clients could avoid credit and capital charges by constructing a “perfect CSA,” one downside is the company must be confident it can come up with the necessary cash collateral at any time.

  • So corporates should consider the benefits of not having to post collateral when structuring hedging programs and when considering whether to unwind or restructure derivatives, he added.
  • Corporates that do have CSAs tend be companies on either end of the credit spectrum: the highest quality credits or those with the weakest credit profiles, the presenter said.
  • The presenter also noted that bank capital rules don’t provide for as much pricing benefit for most CSAs, other than “perfect” ones. And those have daily margining, low minimum transfer amounts and only allow for USD cash as collateral.”

Accounting. Wells Fargo made the point that for credit and capital charges, “We believe the accounting guidance indicates to include these charges in effectiveness tests, but as a matter of practice, many clients do not, or only include these charges for longer dated hedges where they’re material.”

  • The presentation noted that because market participants consider counterparty credit risk in pricing a derivative contract, a company’s valuation methodology should incorporate counterparty risk in its determination of fair value.
  • It noted that derivatives are unique “in the fact that they can potentially be in both an asset and liability position.”
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Unpleasant Surprise Post-Brexit: A New Bank Fee for SEPA Payments

NeuGroup members confront a fee for payments from UK to EU accounts that lands on beneficiaries.

Treasurers are still learning the full impact of the UK’s recent Brexit deal, and several who attended a recent NeuGroup European Treasury meeting shared their reaction to a banking fee that took some of them by surprise.

  • Some corporates making SEPA (single euro payments area) payments from accounts in the UK to the EU are now experiencing an additional fee for receipt, as some banks in the EU slap the fee on payments from accounts outside the EU to beneficiaries in their banks. That’s even though the UK remains a part of SEPA.

NeuGroup members confront a fee for payments from UK to EU accounts that lands on beneficiaries.

Treasurers are still learning the full impact of the UK’s recent Brexit deal, and several who attended a recent NeuGroup European Treasury meeting shared their reaction to a banking fee that took some of them by surprise.

  • Some corporates making SEPA (single euro payments area) payments from accounts in the UK to the EU are now experiencing an additional fee for receipt, as some banks in the EU slap the fee on payments from accounts outside the EU to beneficiaries in their banks. That’s even though the UK remains a part of SEPA.

Fighting fees. Members said the SEPA payment fee is an issue particularly with smaller banks in Spain, Italy and Portugal. One treasurer said this issue presented a challenge since he “hadn’t seen this one coming.”

  • Another member, who had dealt with the same problem when making SEPA payments out of an account in Switzerland, also a part of SEPA but not the EU, advised the member to ask that the beneficiary banks reimburse the charge and request that the beneficiary also challenge the fee, so “there is pressure on both sides.”
  • “Our interpretation of SEPA is that this wouldn’t happen,” the member said. “But apparently there is this loophole that can be used” by EU-based banks.

In-house bank? The member said the alternative to paying the fee, if it is not reimbursed by the bank, is to make payments via an in-house bank in the EU if you have one.

  • Otherwise, it may be just as cost-effective to ignore the charges or reimburse the beneficiaries for it, as a company might do if the payments are for employee T&E expenses, for example.
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