DealBook: Italian Bond Dispute Illustrates Obstacles to Triggering C.D.S.

Chris Warde-Jones/Bloomberg NewsSeat Pagine Gialle is the publisher of the Italian yellow pages directories.

The publisher of the Italian yellow pages directories, Seat Pagine Gialle, has missed a payment on its bonds and announced a tentative agreement to cancel the bonds and issue shares in the company instead. But that agreement may collapse because of a disagreement over how much stock will be issued.

That sounds like a prime example of how bondholders could have protected themselves by buying credit-default swaps, which are supposed to assure that investors will not suffer if a creditor defaults.

But it may not be.

At a meeting Monday, a committee of the International Swaps and Derivatives Association, the trade group that administers the credit-default swap, was unable to decide whether a “credit event” had taken place. So the decision was delayed until a group of three independent experts could be appointed to consider the issue.

All this may soon be moot if the company does not manage to make the bond payment by Wednesday. In the meantime, however, it serves to emphasize how difficult it can be to determine whether a credit event has taken place. If it has, procedures go into place to determine how large the losses are and require those who issued the credit-default swaps to pay that amount to the purchasers.

Under the association’s rules, in some cases there is no event if investors “voluntarily” agree to exchanges that in reality cost them money, a fact that has made it seem likely that credit-default swaps on Greek debt will not be activated if a European plan to encourage banks to exchange their bonds for bonds worth half as much goes through. Since that exchange would not be mandatory, the swaps would not be activated if interest payments continue on the bonds that are not swapped.

Yellow page directories have lost business everywhere, and Seat has tried to expand its Internet business. But it reported a loss of 33.2 million euros for the first nine months of this year, and on Oct. 28 it said it would delay an interest payment of 52 million euros, or about $69 million, for a month.

Last week, it said it had reached a tentative agreement with a majority of creditors, but that disputes remained with its senior debtholders over how much equity would go to the holders of 1.3 billion euros in bonds. It said that if a final deal were reached and accepted by bondholders, it would make the interest payment by Wednesday.

The swaps association’s committee for Europe — the same one that would determine whether a Greek default occurs — met three times over the last two weeks and delayed a decision. On Monday, eight of the 15 members voted there was a credit event, but the other seven voted that there was not. Since support of 12 members is needed, the proposal failed.

Six of the 10 members that came from banks that make markets in swaps voted that there had been an event, but only two of the five members that come from institutions that invest in swaps agreed. The association said no one would discuss reasons for their votes.

If the tentative deal falls apart and the interest payment is missed, there would be no doubt that a credit event had taken place. But since Seat Pagine Gialle is trying to get a voluntary agreement for a swap of the bonds for stock, it may be possible that there would be no credit event at all, even though it will be clear that bondholders have suffered a major loss.

With a new doubt regarding whether the swaps would be activated, the price of credit-default swaps on the company dipped a bit on Monday, but remained high. Markit, a market information firm, said the cost of buying a swap on 10 million euros of bonds was 7.25 million euros on Monday, down from 7.95 million euros on Friday.

Article source: http://dealbook.nytimes.com/2011/11/28/italian-bond-dispute-illustrates-obstacles-to-triggering-c-d-s/?partner=rss&emc=rss