Synthetic prime brokerage
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Prime Brokerage Anatomy™
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Prime brokerage done with derivatives. So :
- Going long: instead of buying shares on margin and asking your prime broker to hold them for you, you just trade a total return swap with your prime broker where the PB pays the return of the share price and you pay a floating rate. The PB will buy the physical shares and hold them in its own inventory as a delta-one hedge. But note it will do this across its whole book, not client-by-client, much less position-by-position.You will be exposed to the price of the assets, but will not have any control or ownership over the prime broker's hedge. This can sometimes lead to disappointment when it comes to voting and corporate actions, but it's all for the best.
- Going short: instead of borrowing shares from your PB and selling them short in the market, you just trade a total return swap with your PB, where you pay the return of the share price and the PB pays you a floating rate. Your PB will borrow the shares and sell them short in the market, and will pass on the cost of the borrow to you (by deducting it from the floating rate).
- Terminating: In the same way you can buy or sell a physical position on any day, under synthetic PB you can terminate a synthetic position on any day, at market (subject to usual market disruption and hedging disruption provisions (for more on this see our old friend the triple cocktail). Thus you can make your prime broker liquidate its hedge, but you can’t make it to sell the hedge to you or any of your friends and relations (something it might not want to do if it has an investment banking relationship with the issuer and you are an activist hedge fund).
- Tax Risk: In some jurisdictions, derivatives are taxed differently to equities (as regards stamp duty reserve tax for example) so it is important that your synthetic position doesn’t look like a tax play. One of the key ways it might do this is if you have contractual control over your prime broker’s hedge (in which case your swap position might be recharacterised as a disguised custody arrangement. Depending on which tax specialist you ask, this might extend even to the hedge execution price. Thus you will see much chatter about the termination price being the one a “hypothetical broker-dealer” might achieve selling fungible securities, and volume-weighted average prices and so on.
How synthetic equity swaps are traded
Unlike other derivatives, synthetic equity trades a lot like a cash equity: The client goes to a equity broker to get a firm price indication, the broker then “gives up” this thing that wasn’t actually an order in the first place (it’s complicated: see the box) to the prime broker who then, at the client's request, writes the swap at the price directed by the hedge fund. So the swap provider, which lives in the prime brokerage business, really is a glorified custodian. Cruel people would say that’s not a bad description of a prime broker, come to think of it.
A client can close out its synthetic equity swap in exactly the same way: it obtains a firm price from an executing broker, instruct the closure of the swap at that price, and indicate that the PB can sell its hedge to the executing broker.
About give-ups
Note: equity give-ups are the standard way of executing delta-one equity swaps in the European market, a common method in APAC, but unheard of in the U.S. This is mainly due to their varying attitudes towards tax.
Under a cash equity give-up, the hedge fund seeks a firm price indication for a cash equity from an executing broker, but does not act on it: rather, the hedge fund says, “all right, sir: hold that thought”, and runs off to its favourite prime broker, whom it instructs to enter into a swap at the exact price quoted by the executing broker, directing the PB’s attention to the winsome executing broker who is sitting by the phone, dutifully holding its thought, all dressed up and with nowhere yet to go.
In practice, the executing broker is not quite that demure. It will pre-emptively “allege” the cash trade to the hedge fund’s prime broker,[1] which is rather like buzzing in on University Challenge before Bamber Gascoigne has finished asking the question: “a little birdie tells me you are going to instruct me to trade on an equity to hedge an equity swap you’re about to put on with your client hedge fund X. Well — here it is!”
Once the PB has accepted the EB’s “allegation”, the PB “prints” the trade with the hedge fund, usually in the form of a synthetic equity swap[2] transacted under an ISDA Master Agreement.
Calling this a “give-up” is a misnomer, since nothing is actually “given up”. In theory — even if not awfully often[3] in practice — the prime broker can feign ignorance and refuse to transact with the executing broker, thereby hanging the executing broker out to dry with any recourse against anyone for the equity trade it has executed.
The executing broker may have stern words to the hedge fund about this, but not ones that would sound in actual damages (but — you know — good luck with your ongoing relationship with that broker, right?): the entire theory of their arrangement is that the hedge fund never committed to any trade with the executing broker. All care, no responsibility.
Why all this delicate tiptoeing around the subject? Tax, in a word. There are no[4] stamp duties payable on equity derivatives. There are all kinds payable on cash equity transactions.[5] So the name of the game is that the fund is arranging a transaction between two brokers, not executing one.
Regulated broker-dealers may have intermediary exemptions from these; clients like hedge funds generally will not. So if the taxman decides that the fund has bought the security from the executing broker and then sold it to its prime broker, then the hedge fund gets hit for stamp duty twice. If the broker buys directly from another broker, there will be at the most one dutiable transaction (and, if intermediary relief applies, there may be none).
Common points of dispute when negotiating a for synthetic equity swap master confirmation
- I want to be co-calculation agent:
- I want a right to dispute your calculations: See “I want to be co-calculation agent”
- You can change initial margin whenever you like? What’s that all about?
- What do you mean you want a thirty day termination right?
- Hypothetical broker-dealer. What’s that all about?
- Hang on. An indemnity for your tax risk? Are you serious?
- ↑ Whose identity the hedge fund may have “inadvertently” let on during the post-coital conversation. WAIT: THERE WAS NO COITUS, REMEMBER?
- ↑ A.k.a a “contract for differences” or “CFD”.
- ↑ That is to say, ever.
- ↑ Okay — mostly no stamp duties. In the US, Section 871(m) has gone some way to equalising the tax payable under synthetic and cash transactions, which means the resting state of squeaky-bummitude of your US tax attorneys is now some way more comfortably positioned than it was in the old days.
- ↑ SDRT in the UK, FTT in various European jurisdictions, and in the US a typically baroque arrangement covered in Section 871(m) of the Internal Revenue Code.