Is Verde just a game of 'Call my bluff'?

As the date for bids for Lloyds Banking Group’s Verde continues to be extended and still there is only one bid on the table – a question that springs to mind is whether a very smart game of the TV panel show ‘Call my Bluff’ is being played by Antonio Horta-Osorio, the CEO of Lloyds Banking Group.

There is only one bid on the table at the moment and that is from Lord Levene’s NBNK. The price being offered is considerably below what the government and Lloyds Banking Group shareholders were wanting or expecting. NBNK has also been allowed (the NBNK CEO, Gary Hoffman, was prevented from bidding for Northern Rock for twelve months after he’d left his post as its CEO) into the bidding for Northern Rock early. A move on the part of Northern Rock probably to create more competition and, hopefully, push up the price for the Newcastle-based bank. From an NBNK perspective combining both the Northern Rock business with the Verde business would ease some of the working capital concerns about acquiring Verde, since Northern Rock is deposit heavy and loans light, whereas Verde is the other way round, and it would provide NBNK with a platform to migrate Verde onto. It would also make NBNK even more of a competitor to the established banks with over 400 branches. However it would require NBNK to raise even more capital from its investors, complicates the acquisition very significantly and increases the complexity of the integration execution. Even if NBNK were to acquire Northern Rock the price being offered to Lloyds Banking Group or Verde may not be sufficient for shareholders.

This leaves the other contenders for Verde that have not put in a bid yet. Hugh Osmond, the pizza restaurants to pubs operators entrepreneur best known for Pizza Express and for paying over the odds for the Pearl Insurance business, and his Sun Capital Partners business are allegedly looking at ways to re-shape the Verde deal so that it is less capital intensive. This could mean that the pace at which the Verde accounts are transferred to the acquirer is slowed down or indeed reduced so that the funding gap is not so great. The challenge for any bid from Sun Capital Partners will be whether it is seen as enough of a ‘strong challenger bank’ to meet the ICB requirements for whoever acquires Verde.

The third contender is the Co-operative. With no shareholders to call upon for capital, the Co-Op would have to go to the markets to raise the capital, which is even more challenging for a mutual than a equity-based company. With liquidity in the markets extraordinarily difficult it is no suprise that there has been no bid from the Co-Op yet.

With question marks over all three contenders the final option that Antonio Horta-Osorio has is to float Verde, which has been suggested/threatened before. But how realistic is that given the markets going cold on investing in banks and capital being hard to raise. If the float could be got away would it be at an acceptable price?

Lloyds Banking Group has until 2013 to dispose of Verde, but Antonio Horta-Osorio has said that he wants clarity by the end of this year. Is this in anyone’s best interests given the state of the prices for banks. Or is this all part of the elaborate game of ‘Call my bluff’ where having gone through both the sales and the flotation process Antonio Horta-Osorio can turn to the regulators and say that he has tried to do everything possible to meet their requirements to dispose of Verde, but there were no viable buyers, so can’t I just keep them?

Update: The game has got even more interesting with Antonio going off on sick leave for the rest of the year. Now where does that leave Verde in the meantime, with an acting CEO with no vested interest in the long term future of Lloyds Banking Group?



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