The Long and Short
Reevaluating regional bank capital structures
This document is intended for institutional investors and is not subject to all of the independence and disclosure standards applicable to debt research reports prepared for retail investors. This material does not constitute research.
The recent collapse of Silicon Valley Bank (SIVB), Signature Bank (SBNY) and First Republic (FRC) have generated new questions and confusion about regional bank capital structures and the assignment of losses to different stakeholders in the event of a bank resolution. These high-profile US bank failures mark the first test of rules and procedures set up after the Global Financial Crisis that were designed specifically to mitigate the impact to the broader financial system. The implementation of these safeguards has challenged some long-held notions about debt capital structures for banks, and how different debt classes would be treated during a stressed recapitalization. There has always been some confusion about which debt has seniority at any given banking institution; this is now exacerbated by how the FDIC appears to be assigning recovery value. Investors in smaller regional bank bonds may be better served by moving down the capital structure, in some instances into preferred securities, out of senior and subordinated debt instruments.
Exhibit 1. Traditionally perceived seniority of systemic bank holding company stakeholders post-Dodd Frank
Source: SanCap
The emphasis on bank holding companies in the US as the single point of entry for a bank resolution of a systemic bank has created the framework for debt that qualifies as total loss absorbing capital (TLAC) for those institutions. The idea being that in a recapitalization the FDIC would create a bridge entity and transfer the systemically important parts of the bank to the new entity and then assign losses accordingly. This notion is similar in non-US jurisdictions such as the EU and UK, where “ring-fencing” of traditional bank level assets (and presumably debt) protect them while senior non-secured debt that qualifies as TLAC is earmarked for loss absorption in a recapitalization.
The assumption in the US had become that smaller, non-systemic regional banks with holding company structures would be treated similarly to their systemic counterparts in a recapitalization and that debt losses would likely adhere to similar type of treatment, even though their bond indentures do not contain the same type of language as they do at systemic banks. In short, with regard to loss absorption, the perception had previously been that the lowest priority would remain with common equity holders, then preferred, then junior subordinated, then holding company subordinated debt, followed by senior holding company debt (TLAC eligible). Only after those layers of the capital structure were exhausted would senior bank note holders, and lastly uninsured depositors, be assigned losses. What has always been confusing among investors, as well as the rating agencies, is the seniority between senior holding company debt and subordinated bank level debt – particularly for non-systemic regional banks. Perceptions, ratings, and valuation often became a function of the individual institution’s make-up and the amount of viable assets at the holding company level. For the systemic institutions, Moody’s and S&P typically rate the subordinated bank debt higher, where as Fitch would typically give priority to the senior holding company debt.
SBNY and FRC added to this confusion as neither bank was structured with a holding company, meaning all debt outstanding remained at the bank level. Alternatively, SIVB had a traditional holding company structure, with senior debt issued at that level and commensurate assets available. Because of this factor, recovery value on the SBNY and FRC debt (neither of which was assumed by the banks that bought them – NYCB and JPM, respectively) is trending toward zero. Meanwhile, SIVB, which does have some assets available at the holding company is seeing its holding company debt valued somewhere around $0.60 on the dollar in the secondary market until a final recovery value is assigned. This seems to set a confusing precedent if another regional bank failure were to arise, if that institution were to have debt outstanding at both the bank level and holding company level. In particular, as these cases prove, with the presence of government/regulatory intervention making it even harder to predict the exact outcome for various stakeholders. While not in the US, the Credit Suisse situation, a government-assisted takeover by UBS, demonstrated the unpredictability of these outcomes. In that case, both holding company and bank level debt holders alike were made whole, but the AT1 contingent convertible holders were written down to zero in a controversial move by regulators.
Because of this dilemma, it seems possible that going forward the US regional banks will need to issue holding company and bank level debt with more clearly defined language in their bond indentures with regard to loss absorption. The systemic banks’ holding company debt, which is TLAC eligible, contains fairly standard language that establishes the debt is subject to losses under a stressed recapitalization scenario.
Exhibit 2. Sample loss absorption language from systemic holding company debt
“If we enter a resolution proceeding, holders of our debt securities and equity securities would be at risk of absorbing our losses.
If we enter a resolution proceeding under either the U.S. Bankruptcy Code or Title II of the Financial Reform Act, our losses would be imposed first on holders of our equity securities and thereafter on holders of our unsecured debt, including our debt securities, and some or all of such securities could be significantly reduced or eliminated as a result of such resolution proceeding.
Under our SPOE resolution strategy, and the single point of entry strategy preferred by the FDIC under Title II of the Financial Reform Act, the value that would be distributed to holders of our unsecured debt, including our debt securities, may not be sufficient to repay all or part of the principal amount and interest on such debt, and holders of such debt could receive no consideration at all under these resolution scenarios. Either of these resolution strategies could result in holders of our debt securities being in a worse position and suffering greater losses than would have been the case under a different resolution strategy. Although SPOE is our preferred resolution strategy, neither Bank of America nor a bankruptcy court would be obligated to follow our SPOE strategy. Additionally, the FDIC is not obligated to follow its “single point of entry” strategy to resolve Bank of America under Title II of the Financial Reform Act. For more information regarding the financial consequences of any such resolution proceeding, see ‘Description of Debt Securities—Financial Consequences to Unsecured Debtholders of Single Point of Entry Resolution Strategy’ below.”
Source: Bank of America company filings, recent bond prospectus: CUSIP 06051GLH0, BAC 5.2885% 04/25/34 issued on 04/19/23
Until more clarified rules and language are established for regional bank company debt, holders appear subject to the precedent set forth by SIVB, SBNY and FRC. In which case, holders of bank level debt at non-systemic regional bank companies could see recovery values at or near zero while holding company debt is treated more favorably in resolution. In which case, it seems the better course of action would be to move down the capital structure to get better risk compensation (preferred securities) and/or better prospective recovery value (holding company notes) in the event of a stressed recapitalization.
This material is intended only for institutional investors and does not carry all of the independence and disclosure standards of retail debt research reports. In the preparation of this material, the author may have consulted or otherwise discussed the matters referenced herein with one or more of SCM’s trading desks, any of which may have accumulated or otherwise taken a position, long or short, in any of the financial instruments discussed in or related to this material. Further, SCM may act as a market maker or principal dealer and may have proprietary interests that differ or conflict with the recipient hereof, in connection with any financial instrument discussed in or related to this material.
This message, including any attachments or links contained herein, is subject to important disclaimers, conditions, and disclosures regarding Electronic Communications, which you can find at https://portfolio-strategy.apsec.com/sancap-disclaimers-and-disclosures.
Important Disclaimers
Copyright © 2025 Santander US Capital Markets LLC and its affiliates (“SCM”). All rights reserved. SCM is a member of FINRA and SIPC. This material is intended for limited distribution to institutions only and is not publicly available. Any unauthorized use or disclosure is prohibited.
In making this material available, SCM (i) is not providing any advice to the recipient, including, without limitation, any advice as to investment, legal, accounting, tax and financial matters, (ii) is not acting as an advisor or fiduciary in respect of the recipient, (iii) is not making any predictions or projections and (iv) intends that any recipient to which SCM has provided this material is an “institutional investor” (as defined under applicable law and regulation, including FINRA Rule 4512 and that this material will not be disseminated, in whole or part, to any third party by the recipient.
The author of this material is an economist, desk strategist or trader. In the preparation of this material, the author may have consulted or otherwise discussed the matters referenced herein with one or more of SCM’s trading desks, any of which may have accumulated or otherwise taken a position, long or short, in any of the financial instruments discussed in or related to this material. Further, SCM or any of its affiliates may act as a market maker or principal dealer and may have proprietary interests that differ or conflict with the recipient hereof, in connection with any financial instrument discussed in or related to this material.
This material (i) has been prepared for information purposes only and does not constitute a solicitation or an offer to buy or sell any securities, related investments or other financial instruments, (ii) is neither research, a “research report” as commonly understood under the securities laws and regulations promulgated thereunder nor the product of a research department, (iii) or parts thereof may have been obtained from various sources, the reliability of which has not been verified and cannot be guaranteed by SCM, (iv) should not be reproduced or disclosed to any other person, without SCM’s prior consent and (v) is not intended for distribution in any jurisdiction in which its distribution would be prohibited.
In connection with this material, SCM (i) makes no representation or warranties as to the appropriateness or reliance for use in any transaction or as to the permissibility or legality of any financial instrument in any jurisdiction, (ii) believes the information in this material to be reliable, has not independently verified such information and makes no representation, express or implied, with regard to the accuracy or completeness of such information, (iii) accepts no responsibility or liability as to any reliance placed, or investment decision made, on the basis of such information by the recipient and (iv) does not undertake, and disclaims any duty to undertake, to update or to revise the information contained in this material.
Unless otherwise stated, the views, opinions, forecasts, valuations, or estimates contained in this material are those solely of the author, as of the date of publication of this material, and are subject to change without notice. The recipient of this material should make an independent evaluation of this information and make such other investigations as the recipient considers necessary (including obtaining independent financial advice), before transacting in any financial market or instrument discussed in or related to this material.
Important disclaimers for clients in the EU and UK
This publication has been prepared by Trading Desk Strategists within the Sales and Trading functions of Santander US Capital Markets LLC (“SanCap”), the US registered broker-dealer of Santander Corporate & Investment Banking. This communication is distributed in the EEA by Banco Santander S.A., a credit institution registered in Spain and authorised and regulated by the Bank of Spain and the CNMV. Any EEA recipient of this communication that would like to affect any transaction in any security or issuer discussed herein should do so with Banco Santander S.A. or any of its affiliates (together “Santander”). This communication has been distributed in the UK by Banco Santander, S.A.’s London branch, authorised by the Bank of Spain and subject to regulatory oversight on certain matters by the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA).
The publication is intended for exclusive use for Professional Clients and Eligible Counterparties as defined by MiFID II and is not intended for use by retail customers or for any persons or entities in any jurisdictions or country where such distribution or use would be contrary to local law or regulation.
This material is not a product of Santander´s Research Team and does not constitute independent investment research. This is a marketing communication and may contain ¨investment recommendations¨ as defined by the Market Abuse Regulation 596/2014 ("MAR"). This publication has not been prepared in accordance with legal requirements designed to promote the independence of research and is not subject to any prohibition on dealing ahead of the dissemination of investment research. The author, date and time of the production of this publication are as indicated herein.
This publication does not constitute investment advice and may not be relied upon to form an investment decision, nor should it be construed as any offer to sell or issue or invitation to purchase, acquire or subscribe for any instruments referred herein. The publication has been prepared in good faith and based on information Santander considers reliable as of the date of publication, but Santander does not guarantee or represent, express or implied, that such information is accurate or complete. All estimates, forecasts and opinions are current as at the date of this publication and are subject to change without notice. Unless otherwise indicated, Santander does not intend to update this publication. The views and commentary in this publication may not be objective or independent of the interests of the Trading and Sales functions of Santander, who may be active participants in the markets, investments or strategies referred to herein and/or may receive compensation from investment banking and non-investment banking services from entities mentioned herein. Santander may trade as principal, make a market or hold positions in instruments (or related derivatives) and/or hold financial interest in entities discussed herein. Santander may provide market commentary or trading strategies to other clients or engage in transactions which may differ from views expressed herein. Santander may have acted upon the contents of this publication prior to you having received it.
This publication is intended for the exclusive use of the recipient and must not be reproduced, redistributed or transmitted, in whole or in part, without Santander’s consent. The recipient agrees to keep confidential at all times information contained herein.
