Sweden's Skandinaviska Enskilda Banken plans to raise $200 million in the United States through an unusual debt issue.
In a filing with the Securities and Exchange Commission, SE Banken said it plans an issue of perpetual subordinated debt that can later be exchanged for preferred stock.
SE Banken adopted the unconventional structure because Swedish law prohibits companies from raising equity in foreign currencies.
However, Swedish companies are pushing to ease the law, and the preferred-stock element of SE Banken's proposed offering anticipates such a change.
Stock Investors Targeted
The Securities will be marketed to preferred-stock investors and will be priced with the expectation that they will eventually be exchanged for preferred.
The bank hopes to take advantage of current strong demand for preferred stock in the United States rather than waiting for Swedish law on foreign-denominated equity to change, a source said.
"The bank wanted to take the opportunity to issue when the U.S. market is positive to this type of issue," the source said.
SE Banken also has about half of its assets in foreign currencies, including a substantial portion that is dollar-denominated.
It wants to raise capital to better match its foreign-denominated assets, the source said.
Foreign banks have raised more than $1 billion in Tier 1 and Tier 2 capital through preferred stock and subordinated debt sales in the United States this year.
Issuers included Finland's Kansallis-Osake-Pankki, Germany's Landeskreditbank Baden-Wurttemberg, and Spain's Banco Santander.
Other Scandinavian countries also restrict issuance of foreign currency-denominated equity, and banki from these countries are candidates for similar offerings.
"You can assume that other people would be looking at this structure," said a source.
SE Banken's offering is similar to Bankers Trust New York Corp.'s $100 million offering of preferred purchase units this year.
The Bankers Trust issue was sold as subordinated notes but converts tp preferred stock after three years.
Income Guarantee
The Swedish bank's offering, with Goldman, Sachs & Co. as lead manager, will start as cumulative perpetual subordinated notes. The notes are callable in 10 years.
At anytime during the life of the security, the bank can exchange the subordinated debt for noncumulative preferred stock, assuming Swedish law is changed and the company's stockholders approve.
Investors would get the same income regardless of whether they hold subordinated debt or preferred stock.
An investor holding $1,000 of subordinated debt yielding, say, 9% would get the same amount of preferred stock with a dividend of 9%.
On May 15, a $400 milion, 10-year subordinated debt issue from SE Banken was priced to yield 8.473%, or 120 basis points over U.S. Treasury securities.
