Compensation Restrictions Of Main Street Lending Program

On June 26, the Federal Reserve Bank of Boston (“FRBB”) released new guidance on compensation restrictions for Main Street Lending Program (“MSLP”) borrowers.  This new guidance defines for borrowers “total compensation” pursuant to restrictions on all programs established through Title IV of the CARES Act (§ 4004), including the MSLP.  Additionally, the FRBB updated the financial information a borrower must submit to the lender during the underwriting period of a MSLP loan.
 

Executive Compensation Restrictions

During the term of the MSLP loan and for one year after (“restricted period”), employees or officers who earned more than $425,000 in total compensation in 2019 are subject to the following compensation restrictions:

  • Annual compensation cannot exceed their 2019 compensation
  • Severance pay cannot exceed two times their 2019 compensation
  • Maximum total annual compensation of $3 million, plus 50% of the excess over $3 million of their total 2019 compensation
  • Excludes those with collective bargaining agreements dated before March 1, 2020.

According to the FRBB’s new guidance (see FAQs H-12, H-13 and H-14), total compensation includes salary, bonuses, awards of stock, and other financial benefits provided by the borrower and its affiliates to an officer or employee of the borrower but does not include the value of severance pay or other benefits paid in connection with a termination of employment.  The specific standards for calculating total compensation vary by business as follows:

  • Public company borrowers
    • Must calculate according to the methodology set forth in Item 402(c) of Regulation S-K  (17 CFR 229.402(c)(2)).
  • Nonpublic company borrowers with 2019 revenues less than $10 million
    • May choose between calculating total compensation according to federal tax rules or the methodology in 402(c).
  • Nonpublic company borrowers, 2019 revenues greater than $10 million
    • May choose between calculating total compensation according to federal tax rules or the methodology in Item 402(c).
      • EXCEPTION – Total compensation for Significant Deferred Compensation Recipients must be calculated according to Item 402(c).
      • Significant Deferred Compensation Recipients are those whose total compensation that exceeds $425,000, where more than 30% of such compensation consists of “deferred compensation.

Borrower Financial Data

The FRBB also included updated guidance on what financial data the borrower must provide to a lender at the time of MSLP application (in addition to any further data required by the lender).  These include:

  • Financial Information
    • 2019 Results – including the borrower’s 2019 revenues, adjusted EBITDA, and 2019 assets and liabilities, as well as any other data the lender required from the borrower to comply with the lender’s underwriting practices
    • Most Recent Quarter Results

When the lender submits the loan for sale to the Federal Main Street Special Purpose Vehicle, they must include the following details:

  • Borrower Identification
  • Borrower Characteristics
  • Loan Characteristics
  • Legal Agreements and Certifications
  • Lender document upload requirements

See the FRBB’s MSLP landing page for the full set of Frequently Asked Questions, including a redlined version that highlights these recent changes.

How to Apply for a Main Street Loan

An MSLP loan application may be submitted to a federally insured lending institution, which will apply its own underwriting criteria. In addition, the Federal Reserve also released application forms and agreements that must be completed in conjunction with the primary loan application.  The documents include borrower certifications and covenants.
 
The Federal Reserve cautions that “eligible borrowers should contact an eligible lender for more information on whether the eligible lender plans to participate in the program and to request more information on the application process.”
 
Please refer to the Federal Reserve’s Main Street website for the latest program information.

The Valuation Of Banks & Insurers During A Pandemic

Countries across the globe instituted lockdown measures to reduce the spread of COVID-19, the novel coronavirus. From the economic perspective, these measures have had a disruptive impact on all organizations, including banks and insurers. While authorities have taken steps to mitigate the worst effects of the pandemic, the risks persist.

In terms of an outlook, much depends on (a) how long the period of COVID-19 disruption lasts, and (b) the degree of further government response. The first point is unknown at this stage. However, we have seen myriad government responses announced or implemented to mitigate the effects of the crisis, including tax payment deferrals, debt moratoria and credit guarantees. In addition, central banks have cut interest rates—for example the Fed’s emergency rate cuts in March 2020—thereby reducing the cost of short-term borrowing.

Not all financial institutions will experience the COVID-19 impact in the same way. Some are better positioned than others. A few banking segments even benefited from COVID-19. For example, debt and equity underwriting performed well and trading income was strong during the market turmoil in March 2020. On the other hand HSBC, to name just one example, reported financial results for Q1 2020 with profits almost halved on increased loan loss provisions due to COVID-19.

We think this is not about ‘weathering the crisis’. Quite to the opposite, banks and insurers have to find strategic answers to a once-in-a-generation structural change. To assess the initial impact (as at the end of April 2020), we have designed a study that explores how COVID-19 has affected market valuations. Our computation is based on a group of international banks and insurers domiciled in the U.S. and in Europe. We start by defining milestones on which we measure the market valuation.

How Were Valuation Measures Impacted During the Crisis?

Source: S&P Capital IQ, DB Research, BDO analysis

As at the date of the five milestones introduced on the previous slide, we calculate the 2021 price-earnings (P/E) forward multiples. While the price (P) is based on the market capitalization at the respective date, the FY 2021 forward earnings (E) are based on analysts’ consensus view.

To provide for a more comprehensive picture, we include the MSCI World Index as well as the Baltic Dry Index, the economic indicator issued daily by the London-based Baltic Exchange that provides an assessment of the price of moving the major raw materials by sea globally. For the purpose of illustration, both indices (as well as other stock market indices presented in this paper) are indexed to December 31, 2019 = 100.

  • The graph demonstrates that the Baltic Dry Index served as a strong early indicator before the WHO declared that the world should prepare for a pandemic on February 25, 2020 and prior to market values of banks and insurers being adversely affected by the crisis. It is also shown that, at the end of April, this indicator had only partially recovered.
  • The MSCI World decreased substantially between February 21 and March 11, when the WHO declared COVID-19 a pandemic. Actually, some critics argue that the public health emergency declaration and the pandemic classification by the WHO came too late (and that the pandemic was handled inadequately). In an unprecedented time of stock market turbulence, the MSCI World further declined between March 11 and 31.
  • The graph illustrates the stark decline of the Forward P/E ratios of both the bank and insurer groups between February 21 and March 11. Note that this decrease was prior to the WHO declaring COVID-19 a pandemic.
  • Until the end of April, the FY 2021 P/E ratio of the banking group revived to 95% of the December 31, 2019 level (8.5x versus 9.0x), stronger than the MSCI World (87%).

In contrast, the market values of the insurers group measured by P/E ratios recovered to only 78% of the December 2019 level (7.2x versus 9.1x). Is the value of insurers hit more substantially by COVID-19? We will elaborate on this question in more detail on the next slide.
 

Our Peer Group

Our peer group consists of 20 international banks and insurers domiciled in Europe and in the U.S. and assembled into four groups by means of calculating the median of FY 2021 forward P/E ratios:
 

 BanksInsurers
EuropeBarclays
BNP Paribas
Credit Suisse
Deutsche Bank
HSBC
UBS
Allianz
AXA
Generali
Mapfre
Prudential
Zurich
U.S.Citigroup
Goldman Sachs
JP Morgan
Morgan Stanley
AIG
Berkshire Hathaway
MetLife
Prudential Financial

Snapshot: Q1 2020 results of U.S. banks

U.S. banks’ results for Q1 2020 provided a first glimpse of the heavy impact of the COVID-19-induced recession on the banking sector.

According to DB Research, the seven largest U.S. institutions reported a drop in net income of 58% year-over-year. Whereas all banks remained profitable, credit loss provisions rose to $26 billion, 4½ times the level at the end of Q1 2019.

In many segments, business deteriorated, including lower M&A advisory and asset management fees as well as pressure on net interest income. The latter had already been visible for some time since the Fed started cutting rates in summer 2019. In addition, some banks took write-downs on securities and short-term bridge loans.

However, debt and equity underwriting performed well and trading income during the market turmoil in March 2020 was strong.

Initial Value Impact In The U.S. And In Europe Compared

Source: S&P Capital IQ, EIOPA, BDO analysis
  • As at February 21, 2020, the P/E ratios of U.S. banks and insurers had slightly decreased to 9.5x and 8.7x, which was 93% and 99% of their December 31, 2019 level. In contrast, the S&P 500 increased to 103% of its year-end 2019 level.
  • The valuation of U.S. banks and insurers experienced a strong decrease between February 21, and March 11. Consequently, during the month of April, U.S. banks recovered substantially, back to 8.7x or 91% of their year-end 2019 value.
  • Different from banks, the P/E ratio of U.S. insurers only increased to 5.9x during the month of April (67% of the December 31, 2019 level).

Outlook for U.S. Banks

In the coming months, the negative effects of a recession are expected to materialize in the real economy, while mitigating factors, including debt moratoria and credit guarantees, might partly disappear. Volatility and trading volumes will most likely return to a normal level and investment banking business will lack the trading profit that helped the large U.S. banks in March. The Fed’s March emergency rate cuts will most likely affect the banks’ interest margins. Even more important, U.S. banks will need to watch rating migration and the impact credit losses will have on their RWA and capital ratios. Overall, our analysis shows some pronounced differences between the U.S. and Europe regarding the COVID-19 valuation impact, especially a stronger and faster recovery of U.S. banks.
 

Outlook for U.S. Insurers

U.S. insurers will need to closely monitor solvency ratios in order to meet economic, regulatory and rating agency capital requirements. The volatility and falling interest rates within the financial markets will likely impact life insurance the most, while many insurers have introduced exclusion clauses for epidemics/pandemics into their non-life policies. The latter may apply to business interruption. Lines of business potentially affected include trade credit and workers’ comp. Also, event cancellations may cause greater losses to insurers as a few large events have policies that may cover them even for pandemics. Finally, health insurance will be affected by COVID-19, as healthcare is privately provided in the U.S. (except for Medicare for the elderly and for people with disability status). After COVID-19, many carriers are expected to increase rates and deductibles while limiting coverage.

Source: S&P Capital IQ, EIOPA, BDO analysis
  • At the end of April 2020, European banks and insurers were back to 84% and 82% of their respective year-end 2019 P/E market valuation, at 6.8x and 8.0x. In comparison, the Eurostoxx 50 was at 78% of its December 31, 2019 level.
  • European banks continued to be traded at lower P/E multiples compared to their U.S. peers, consistent with the market valuation in previous years. Also, the opposite continued to apply with regard to the valuation of insurers, with European P/E ratios being higher than in the U.S.
  • In contrast to U.S. insurers, the P/E ratio of European insurers partly recovered until the end of April.

Outlook for European Banks

Unlike their U.S. peers, the large European banks are not focused on investment banking/trading income. They are more active in traditional commercial banking which is intensely exposed to COVID-19 with its focus on the real economy. The lending business of European banks typically has a lower risk intensity than U.S. banks, due to a business model with low-risk mortgages, resulting in lower RWA relative to total assets. An increase in risk during a recession might therefore lead to a higher vulnerability of European banks compared to U.S. banks. Furthermore, major European banks use internal risk models and calculate capital ratios under the Basel III advanced approach, also typically leading to lower RWA. As a consequence for major European banks, a larger CET1 reduction has to be expected in times of a crisis of the real economy.
 

Outlook for European Insurers

For European non-life and life insurance, we refer to the outlook for U.S. insurers. Furthermore, in contrast to the U.S., healthcare insurance will most likely not be much affected due to public provision in most European countries.

EIOPA, the European Insurance and Occupational Pensions Authority, strongly encourages insurers to consider practical implications of COVID-19 for the day-to-day activities of consumers, in particular with regard to the social distancing and self-isolation. Specifically, EIOPA asked European insurers on April 1, 2020 to consider the interests of consumers and exercise flexibility in how they are treated, where reasonable and practicable.

Non-Residents Get Tax Relief From IRS During Pandemic

Summary

On June 12, 2020, the IRS updated its FAQs for Nonresident Alien Individuals and Foreign Businesses with Employees or Agents Impacted by COVID-19 Emergency Travel Disruptions.
 
The FAQ provides that a nonresident alien, foreign corporation, or a partnership in which either is a partner (Affected Person) may choose an uninterrupted period of up to 60 calendar days, beginning on or after February 1, 2020, and on or before April 1, 2020 (the COVID-19 Emergency Period), during which services or other activities conducted in the United States will not be taken into account in determining whether the nonresident alien or foreign corporation is engaged in a U.S. trade or business (USTB), provided that such activities were performed by one or more individuals temporarily present in the United States[1] and would not have been performed in the United States but for COVID-19 Emergency Travel Disruptions (e.g., canceled flights and disruptions in other forms of transportation, shelter-in-place orders, quarantines, and border closures, or they may feel unsafe traveling during the COVID-19 Emergency due to recommendations to implement social distancing and limit exposure to public spaces).
 
The FAQs also provide that during an Affected Person’s COVID-19 Emergency Period, services or other activities performed by one or more individuals temporarily present in the United States will not be taken into account to determine whether the nonresident or foreign corporation has a permanent establishment (PE), provided that the services or other activities of these individuals would not have occurred in the United States but for COVID-19 Emergency Travel Disruptions.
 
In addition, the FAQs are updated to provide that an Affected Person’s income earned during the COVID-19 Emergency Period will not be subject to the 30% gross basis tax imposed under section 871(a) or section 881(a) solely because the Affected Person is not treated as having a USTB or PE under the FAQs.
 
In all events, the Affected Person should retain contemporaneous documentation to establish the period chosen as the COVID-19 Emergency Period and that the relevant business activities conducted by individuals temporarily present in the United States during the COVID-19 Emergency Period would not have been undertaken in the United States but for COVID-19 Emergency Travel Disruptions. The Affected Person should be prepared to provide that documentation upon request by the IRS.
 
Lastly, the FAQs provide Nonresident aliens and foreign corporations (including those that are partners in partnerships) may make protective filings of their annual U.S. tax returns, even if they believe they are not required to file for the 2020 taxable year because they were not engaged in a USTB, to avail themselves of the benefits and protections that arise from such filings (such as those relating to deductions, statutes of limitations, and claiming tax treaty-based relief).
 


[1] For purposes of the FAQs, an “individual temporarily present in the United States” means an individual who is present in the United States on or after February 1, 2020, and on or before April 1, 2020, and is a nonresident alien, or a U.S. citizen or lawful permanent resident who had a tax home as defined in section 911(d)(3) outside the United States in 2019 and reasonably expects to have a tax home outside the United States in 2020. In addition, to determine the nonresident status of an alien, the relief provided in Rev. Proc. 2020-20 is applicable.