Scots Beat Yanks in China Bank Deal

With visions of an ATM in every neighborhood in China, foreign banks and investment firms are queuing up to join the "China Club."

Moneybags Communism

The initiation fee for the "China Club" is straightforward and pure moneybags communism: invest cold hard cash in its largely insolvent state-owned banks, put your reputation on the line, reassure nervous foreign investors about upcoming IPO's, and share your risk management, corporate banking and other expertise with eager Chinese executives. The benefits of membership in the China Club are alluring but mostly maybes. Perhaps you will get some of your money back by underwriting an IPO or working in China with the bank in the areas of wealth management, credit cards or corporate banking.

But the temptation is too much too resist and they are lining up for membership. Bank of America, the German bank Allianz, Goldman Sachs, Merrill Lynch, UBS, and the Royal Bank of Scotland (RBS) have all agreed to or are in ongoing negotiations to take equity stakes in China's big four state-owned banks. There is another twist to the tale. Membership fees are not the same for everyone but are negotiated one by one and this can leave a sweet or sour taste depending on the deal that's cut.

Paying More for Uncertainty

The recent deal inked by the Royal Bank of Scotland led consortium is the best so far and beats the well publicized Bank of America deal hands down.

Bank of America purchased a 9% stake in China Construction Bank for $3 billion. The Royal Bank of Scotland (RBS) invested $1.6 billion for a 5% stake and brought along Merrill Lynch and Hong Kong tycoon Li-Ka Shing along to share the risks bringing the total investment to $3.1 billion for a combined 10% stake. The RBS group also paid less than Bank of America which paid 1.2 times stated book value. Even better than putting up less cash and getting slightly better value, the Scots were able to extract a life preserver from their Chinese partners. While details have not been released, the RBS group will get some of their money back if there are black holes in the books, if the IPO scheduled for early next year is cancelled or if the banks just don't see eye to eye.

Thank You. May I Have Another

The question is will membership fees decrease over time or get steeper? Goldman Sachs and Allianz are in talks to pay about $1 billion for a stake in China's largest state-owned bank - the Industrial and Commercial Bank of China. China favored UBS is also discussing an investment of $500 million in the Bank of China to cement its lead underwriting role in next years IPO.

This rush by foreign banks to get a piece of the China action should make shareholders pause. Just like when you join the local country club, there are unforeseen risks and expenses. Soon the monthly dues are raised and then there are the dreaded "special assessments" for new greens, a swimming pool or a new irrigation system.

Risk, Return - Maybe?

China's large state-owned banks have an enormous burden of non-performing loans made over the years to poorly performing state-owned companies. With a small minority stake, foreign banks will have very limited say about the management of their partner bank. As the old banking adage goes, if you owe the bank a little money, the bank owns you, if you owe the bank a lot of money, you own the bank. For investment banks, the payoff seems even slimmer. Investment banking and underwriting fees are notoriously slim in Asia and IPO after market appreciation will have to be substantial to enjoy a risk-adjusted return.

And don't even think of missing a payment. Last year Citigroup was chosen to underwrite a $5 billion listing for China Construction Bank after offering to purchase an equity stake. It was later dropped like a hot potato after failing to follow through.

I hope all of these banks make lots of money in China - but it may not be wise to trade billions of hard earned capital for a maybe.

Carl Delfeld is head of the global advisory firm Chartwell Partners and editor of the Chartwell Advisor and the Asia Investor Intelligence newsletters. He served on the executive board of the Asian Development Bank and is the author of The New Global Investor (iUniverse:2005). For more information go to http://www.chartwelladvisor.com or call 877-221-1496