On 19 August 2016, Moody's updated its credit opinion on GBI following their recent rating action placing GBI's ratings under review for downgrade.
GarantiBank International N.V. closes EUR 250 million syndicated borrowing facility
While celebrating its 25th anniversary in the Netherlands, Amsterdam-based GarantiBank International N.V. (“GBI”, “Bank”) has closed its annual dual-currency 364 daysyndicated borrowing facility (“Facility”) amounting to EUR 136 million and USD 127.5 million. The Facility, which was initially 35% over-subscribed, was then scaled back for Mandated Lead Arrangers (“MLAs”) by 20% and approximately 4.5% for EUR tranche and USD tranche respectively and closed at equivalent of EUR 250 million. The all-in yield of the Facility is 75 basis points over 3-months Libor for the USD tranche MLAs and 60 basis points over 3-months Euribor for the EUR tranche MLAs.
41% of the funds were raised from Eurozone lenders while the share of non-Eurozone European Union lenders’ was 26.6%. North American lenders’ participation to the Facility was 23.8% and 8.6% was provided by Asian lenders. The agreement of the Facility was signed on 20-June-2016 and it was fully drawn on 27-Jun-2016. The Facility attracted 22 investors from 12 countries, with the participation of Wells Fargo Bank N.A., London Branch (Coordinator and the Documentation Agent), Standard Chartered Bank, Bayern LB (Facility Agent), Goldman Sachs International Bank, ING Bank Wholesale Banking, Raiffeisen Bank International AG and The Korea Development Bank, London Branch as the MLAs, Banca Transilvania SA, CITI and UniCredit Bank AG as the Lead Arrangers, and Rabobank, WGZ Bank AG Westdeutsche Genossenschafts-Zentralbank, BNP Paribas, Commerzbank Aktiengesellschaft Filiale Luxemburg, Deutsche Bank AG London Branch, KBC Bank NV, Bank of America Merrill Lynch International Limited, Harbin Bank Co. LTD, National Bank of Canada, JSC Rietumu Banka, Bank of Montreal and Banco Popular Español S.A. as the Managers.
GBI is a customer-centric transaction banking provider offering value-adding financial solutions to its customers and counterparties worldwide in the areas of trade and commodity finance, private banking, treasury, and structured finance while maintaining multi-product relationships with local and global financial institutions around the world. The Bank’s main funding source is retail deposits collected in the Netherlands and Germany through conventional and digital banking channels. Being present in Amsterdam, Dusseldorf, Geneva, Kiev and Istanbul, GBI operates under the direct supervisions of the European Central Bank and the Dutch Central Bank, and maintains a long term deposit rating of A3 by Moody’s. GBI’s sole shareholder is Türkiye Garanti Bankası A.Ş., which is fully consolidated under Spain’s BBVA, Banco Bilbao Vizcaya Argentaria S.A.
International Trade and Forfaiting Association North European Regional Committee (ITFA NERC) Event was held on 12 May 2016 in Amsterdam with more than 110 participants from a total of 10 countries. This annual event brought together the global and regional financial institutions, insurance firms and the intermediaries engaged in international trade and forfaiting. Being one of the first members of ITFA (http://itfa.org/update-nerc-annual-spring-event-held-in-amsterdam-on-12-may-2016/) , GBI has been a leading market player in the facilitation of international trade by supporting exporters and other financial institutions in trade related products such as international payments, documentary credits and collections and trade related finance.
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After starting her career at ABN AMRO, Mrs Etker-Simons (1968) joined GBI in 1992. Mrs Etker-Simons held several managerial positions within the organization before being appointed to her current position as the Executive Director of Treasury and Private Banking Divisions in 2001. From 2006 till 2014 she had also been responsible of Financial Institutions Division. During her tenure, Mrs Etker-Simons has taken active roles at the Assets and Liabilities Committee, Management Committee and Credit Committee. She holds a Bachelor of Arts degree in Business Administration from Boğaziçi University, Istanbul, Turkey.
Mr Kanan (1970) started his career at GBI’s Trade & Commodity Finance Division in 1996. After holding several managerial positions, Mr Kanan was appointed as the Executive Director of Credits Division in 2007 and has been a member of the Assets and Liabilities Committee, Management Committee, Risk Management Committee, Credit Committee, Compliance Committee, Legal Committee and Product Approval Committee. Mr Kanan holds a Bachelor of Science degree in Chemical Engineering from Boğaziçi University, Istanbul, Turkey and a Master of Business Administration degree from Michigan State University, USA.
After holding several positions at risk management field in Ottoman Bank and Garanti Bank in Turkey, Mr Şişman (1977) joined GBI’s Credits Division in 2003. In 2006, Mr Şişman headed the Risk Management Department and in 2008 he led GBI’s efforts to become one of the few Dutch banks implementing the Basel-II capital accord under the “Internal Risk Based - Foundation” approach. In 2011, he was appointed as the Executive Director of Risk Management, Control & Reporting Division. Mr Şişman is a member of the Assets and Liabilities Committee, Management Committee, Risk Management Committee and Product Approval Committee, and holds a Bachelor of Science degree in Management Engineering from Istanbul Technical University, Turkey, a Master degree in Money, Capital Markets and Financial Institutions and a Ph.D. degree in Economics from Istanbul University, Istanbul, Turkey.
The Shareholders, the Members of the Supervisory Board and the new members of the Managing Board will ensure that GBI continues to be a trustful partner valuing its stakeholders and delivering satisfactory results in the years to come.
Following the Extraordinary Meeting of the Shareholders held on 21-August-2015, GBI announces the appointment of Mr S. Erhan Zeyneloğlu (1967) as the Chief Executive Officer (CEO) as Mr Bahadır Ateş (1963), the CEO and the member of the Managing Board since 2000, has decided after mutual agreement to resign from his roles on 30-September-2015. The appointment of Mr Zeyneloglu has also been approved by De Netherlandsche Bank (Dutch Central Bank).
Mr Zeyneloğlu began his career at Garanti Bank in Turkey. In 1995, he joined GBI and held various managerial positions at credit risk management functions before being appointed as the Executive Director of Credits Division in 2000. In 2007, he was appointed as the Executive Director of Structured Finance Division. In 2011, the Retail Banking Division was added to his responsibilities. During his tenure, Mr Zeyneloğlu has been a member of the Assets and Liabilities Committee, Management Committee and Credit Committee and actively contributed to the Compliance Committee. Mr Zeyneloğlu holds a Bachelor of Arts degree in Economics from Boğaziçi University, Istanbul, Turkey.
Mr Ateş joined GBI at its foundation in 1990 and held various senior positions covering credits, operations and front office functions before he was appointed as the CEO and the member of the Managing Board in 2000. Under his successful leadership, GBI grew prudently and profitably, attained investment grade credit rating, the shareholder’s equity grew by more than three-folds and GBI has become a customer-centric transaction banking institution offering solid international expertise and seamless execution in trade finance, private banking, structured finance and retail deposit banking while complying with the fundamental changes in the regulatory environment.
After a successful international banking career, Mr Marc Padberg (1954), currently holding the Managing Director and member of the Managing Board positions, has decided after mutual agreement to also step down from his roles to be effective during the first quarter of 2016. Before joining GBI in 1993 as the Managing Director, Mr Padberg held various senior domestic and international positions at ABN Bank and was a member of the Management Team of Banque Paribas Nederland. Mr Padberg significantly contributed to the evolution of GBI towards becoming a truly international financial institution and guided and managed GBI successfully to the strong current position. Mr Padberg’s successor will be announced at a later time.
In combination to these changes, the Managing Board of GBI will also evolve to a structure reflecting that of the subsidiaries of BBVA, GBI’s ultimate parent.
The Shareholders and the Members of the Supervisory Board thank to Mr Ateş and Mr Padberg for their invaluable leadership and harmonious contributions throughout the years and trust Mr Zeyneloğlu’s leadership for moving GBI further along delivering satisfactory results to its stakeholders in the years to come.
On 28 August 2015, Moody's updated its credit opinion based on GBI's YE-2014 financials affirming our long-term deposit rating of A3.
The transfer process of an additional 14.89% share in Garanti Bank owned by Doğuş Holding to BBVA (Banco Bilbao Vizcaya Argentaria) was officially completed as of 27-July-2015. After the transfer, BBVA share in Garanti reached to 39.9%, while Doğuş Holding had 10%. In accordance with the partnership agreement signed by Garanti and BBVA, The Board of Directors of Garanti will continue to have 10 members including the CEO. 7 out of 10 members will be determined by BBVA, and 2 members by Doğuş Group. The 10th member that would be assigned as the independent member of the Board of Directors will be selected among the candidates to be determined by the parties. In effect, Garanti (and thus all its subsidiaries including GarantiBank International N.V.) will be fully consolidated under BBVA financial statements. Kindly visit Garanti and BBVA websites for official announcements.
We are pleased to announce the successful closing of our new syndication in Amsterdam on Friday, 26th June 2015. The related press release is below:
Amsterdam based GarantiBank International N.V. (GBI) has closed its dual-currency 360 days syndicated borrowing facility with EUR 177.5m and USD 62.5m. The facility is 16% over-subscribed and pays all-in 65 bps over 3-month Libor/Euribor. The all-in cost of the facility is 25 bps lower than last year’s facility. Wells Fargo (co-ordinator and the documentation agent), Bayern LB (facility agent), Standard Chartered, ING and Goldman Sachs are the mandated lead arrangers.
When the deal was in the market, GBI’s long-term deposit rating as assigned by Moody’s was Baa2. Soon after the syndication was closed, Moody’s announced the upgrade of GBI’s long-term deposit rating by two notches to A3 and further assigned A2/P-1 as counterparty ratings for long-term and short-term.
GBI, a wholly-owned subsidiary of T. Garanti Bankasi A.S., operates under the supervision of the Dutch Central Bank since 1990 and originates business through its front offices focused on trade and commodity finance, private banking, treasury products, financial institutions and investor relations, structured finance and retail banking.
Moody’s Investors Service in its press release dated 24-June-2015 on “Rating Action: Moody’s concludes review on four Dutch banks’ ratings” has published its rating upgrade action on GBI. Accordingly:
Moody's affirmed GBI's BCA and adjusted BCA at baa2, reflecting the bank's (1) solid capitalization; (2) diversified trade-finance activities, which affords good profitability; (3) sound liquidity and solid deposit funding base; and (4) moderate asset quality. Additionally, GBI's ratings reflect (1) high credit risk concentrations and cross-border risk caused by the geographical imbalance between foreign assets and domestic liabilities; and (2) the bank's focus on trade finance, corporate finance and treasury revenues, which Moody's regards as a more volatile income source.
Moody's upgraded GBI's long-term deposit rating to A3 from Baa2 and assigned a negative outlook to the rating. This results from (1) GBI's adjusted BCA of baa2; and (2) two notches of LGF uplift given the bank's large volume of junior deposits and significant volumes of senior debt and subordinated debt, reflecting a very low loss-given failure rate expected for the bank's deposits. The negative outlook on the A3 long-term deposit rating is driven by the negative outlook on GBI's parent Turkiye Garanti Bankasi AS (TGB; long-term deposit/senior unsecured ratings Baa3 negative, BCA ba1), as a lowering of TGB's BCA would likely trigger a lowering of GBI's BCA and long-term deposit ratings.
Concurrently, Moody's assigned a long and short-term Counterpart Risk (CR) Assessment of A2(cr)/Prime-1(cr) to GBI.
Moody’s further explains CR Assessment as follows:
CR Assessments are opinions of how counterparty obligations are likely to be treated if a bank fails, and are distinct from debt and deposit ratings in that they (1) consider only the risk of default rather than the likelihood of default and the expected financial loss incurred in the event of default and (2) apply to counterparty obligations and contractual commitments rather than debt or deposit instruments.
The CR Assessment is an opinion of the counterparty risk related to a bank's covered bonds, contractual performance obligations (servicing), derivatives (e.g., swaps), letters of credit, guarantees and liquidity facilities.
Moody's CR Assessments for banks subject to a going-concern operational resolution regime, which includes all Dutch banks, start with the banks' adjusted BCA and use an advanced LGF approach that takes into account the volume of liabilities subordinated to counterparty obligations in the bank's liability structure as well as any assumption of government support.
Garanti's Announcement regarding the Execution of Share Purchase Agreement
The following information has been provided to us by our shareholders Doğuş Holding A.Ş. (“Doğuş Group”) and Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”);
Doğuş Group and BBVA have entered into a Share Purchase Agreement dated November 19, 2014 with respect to sale of shares of T. Garanti Bankası A.Ş. (“Garanti”) representing 14.89% of the share capital with an aggregate nominal value of TL 625,380,000.00. Parties agreed that the total purchase price for the shares being sold shall be TL 5,497,090,200 and the purchase price per share will be TL 8.79. In addition, the parties have agreed that Doğuş Group shall be entitled to receive up to TL 0.11 of the dividend distributed per share sold with respect to distributable profit for the calendar year 2014.
Following the completion of the share transfers, Doğuş Group’s stake in Garanti will be 10% of the share capital. The transfer of title for the shares sold from Doğuş Group to BBVA will be finalized once the transaction is approved by the relevant authorities in and outside of Turkey including the Banking Regulatory and Supervisory Authority, the Capital Markets Board and the Competition Board.
The Shareholders Agreement dated November 1, 2010 relating to governance and management of Garanti signed between Doğuş Group and BBVA has been amended on November 19, 2014. The revised Shareholders Agreement shall become effective simultaneously with the consummation of the share transfers following the approval of all necessary regulators. Under the revised Shareholders Agreement parties have agreed that: (i) the Board of Directors of Garanti Bank shall comprise of 10 members ; (ii) 7 of the board members will be nominated by BBVA at the General Assembly and two of these seven members will also be the members of the Audit Committee of Garanti (whom, in line with the applicable laws, shall be deemed as independent board members); (iii) two members will be nominated by Doğuş Group at the General Assembly and (iv) the remaining 10th member, who will be the third independent member, will be jointly nominated by the shareholders at the General Assembly. The call option previously granted by Doğuş Group to BBVA with respect to acquisition of further shares of Garanti by BBVA representing 1% of the share capital will be revoked.
Due to a recent public vulnerability (referred to as "Poodle" by the world's security community) notice, our internet banking will not support users who currently use Internet Explorer 6 or earlier versions as of November 5, 2014. Users are encouraged to upgrade to a more current version of Internet Explorer, Mozilla Firefox or Google Chrome to address this vulnerability as soon as possible to minimize any negative impact.
FATCA: Garantibank International N.V. (GBI) and its foreign branch in Germany are committed to complying with FATCA obligations and have registered with the IRS with a status of reporting FFI under a model 1 IGA.
For more information, please contact GBI's Financial Institutions department:
We are pleased to announce the successful closing of our new syndication in Amsterdam on Friday, 4th July 2014.
GBI Syndication 2014 - Press release
On 24 June 2014, Moody's confirmed GarantiBank International NV's ratings.
The related press release is below:
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