« Archives in August, 2010

The Recourse Loan in Securities Lending

So in our last post, we started the discussion of Recourse vs Non-Recourse lending within the framework of a Securities Lending program. To review or if you missed it, check it out here.

Why would someone take recourse and more responsibility over the repayment of a loan when they don’t have to?

1) Ownership/Title:  Some control positions (when an insider owns a controlling stake in the company) are reliant upon ownership not changing so they continue to own their 51% of the firm instead of the transfer dropping their stake to 49% or 47%. In a recourse loan, the ownership does not change and the shares are physically moved to a bank/brokerage or other account staying in the client’s name.  Many clients don’t care because their firms need the cash but control positions do so that’s how we accommodate them.

Unlike in a non-recourse loan where lenders freely trade in and out of the stock and often become something like a market maker in the stock, in a recourse loan they don’t freely trade the shares.

So how does a lender make money without trading the shares? Since interest rates are typically very low, its not on the payment stream. The one way a lender makes money in a recourse loan that they don’t in a non-recourse loan is that they might actually lend the stock out to another institution for the purposes of hedging or to cover options expiration’s or cover an existing risk in their own trading account.  This is a big difference between recourse and non-recourse and many firms are OK with this and some are not.

Stu

Southern Lending Solutions

Recourse or Non Recourse Loan in Securities Lending

A question we often get in securities lending is about recourse versus non-recourse loans. Specifically, the question is why would we get a recourse loan if we can get a non-recourse loan. Non-recourse means if the loan goes into default the client can just walk away and only surrender their shares.  Great, right?

Not necessarily.

For many clients, the non-recourse loan is the right choice especially if they are unsure of the company’s prospects for the future, need the cash for their business desperately or are using this as part of a multi step exit strategy out of the stock.

Since those 3 describe many of our clients, then who would recourse be good for?

1) Controlling interest- When a client has a controlling interest and anything that can be examined or construed as a sale of shares taking them below 50% ownership and thus losing that control

2) High Capital Gains Tax Jurisdictions- the verdict is still out on the taxability at the introduction of a securities loan. In a non-recourse loan the securities are only physically transferred away but all other aspects of ownership remain in tact.  See where your country falls on this list here.

If these 2 things are important, then recourse if available if the best choice. Next post will describe some of the differences in more detail.

Stu

Southern Lending Solutions