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2018 Global Master Securities Lending Agreement (Pledge Version)
A Jolly Contrarian owner’s manual™
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Clause 11.4 in a Nutshell™
Use at your own risk, campers!
Full text of Clause 11.4
11.4 If between the Termination Date and the Default Valuation Time:
- 11.4(a) Borrower as Non-Defaulting Party has sold, or Lender as Non-Defaulting Party has purchased, Securities which form part of the same issue and are of an identical type and description as the relevant Equivalent Securities, (and regardless as to whether or not such sales or purchases have settled) such Non- Defaulting Party may elect to treat as the Default Market Value:
- 11.4(a)(i) in the case of such a sale by Borrower as Non-Defaulting Party, the net proceeds of such sale after deducting all Transaction Costs; provided that, where the Securities sold are not identical in amount to the Equivalent Securities, Borrower as Non-Defaulting Party may, acting in good faith, either
- (A) elect to treat such net proceeds of sale divided by the amount of Securities sold and multiplied by the amount of the Equivalent Securities as the Default Market Value or
- (B) elect to treat such net proceeds of sale of the Equivalent Securities actually sold as the Default Market Value of that proportion of the Equivalent Securities,
- and, in the case of (B), the Default Market Value of the balance of the Equivalent Securities shall be determined separately in accordance with the provisions of this paragraph 11.4; or
- 11.4(a)(ii) in the case of such a purchase by Lender as Non-Defaulting Party, the aggregate cost of such purchase, including all Transaction Costs; provided that, where the Securities purchased are not identical in amount to the Equivalent Securities, Lender as Non-Defaulting Party may, acting in good faith, either
- (A) elect to treat such aggregate cost divided by the amount of Securities purchased and multiplied by the amount of the Equivalent Securities as the Default Market Value or
- (B) elect to treat the aggregate cost of purchasing the Equivalent Securities actually purchased as the Default Market Value of that proportion of the Equivalent Securities,
- and, in the case of (B), the Default Market Value of the balance of the Equivalent Securities shall be determined separately in accordance with the provisions of this paragraph 11.4;
- 11.4(b) the Non-Defaulting Party has received, where the Non-Defaulting Party is Borrower, bid quotations or, where the Non-Defaulting Party is Lender, offer quotations in respect of Securities which form part of the same issue and are of an identical type and description as the relevant Equivalent Securities from two or more market makers or regular dealers in the Appropriate Market in a commercially reasonable size (as determined by the Non-Defaulting Party) the Non-Defaulting Party may elect to treat as the Default Market Value of the relevant Equivalent Securities:
- 11.4(b)(i) the price quoted (or where more than one price is so quoted, the arithmetic mean of the prices so quoted) by each of them for, where the Non-Defaulting Party is Borrower, the purchase by the relevant market marker or dealer of such Securities or, where the Non-Defaulting Party is Lender, the sale by the relevant market maker or dealer of such Securities, provided that such price or prices quoted may be adjusted in a commercially reasonable manner by the Non-Defaulting Party to reflect accrued but unpaid coupons not reflected in the price or prices quoted in respect of such Securities;
- 11.4(b)(ii) after deducting, in the case where the Non-Defaulting Party is Borrower, or adding, in the case where the Non-Defaulting Party is Lender, the Transaction Costs which would be incurred or reasonably anticipated in connection with such transaction.
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The rather confusing terms Deliverable Securities and Receivable Securities have disappeared from the 2018 Pledge GMSLA, because the Collateral leg is locked down now, and by normal operating theory never leaves the Borrower’s ownership or the triparty agent’s custody — but in any rate since it is immobilised in the triparty system, can hardly be subject to a settlement failure (at least not one that is in any way the Lender’s fault).
There is still the potential for buy-ins on the Securities leg, of course.
Summary
How you value a mini close-out where a party can’t redeliver a stock (because it’s been suspended or something). It boils down to how you value either leg of the trade.
If the Non-Defaulting Party has actually sold securities equivalent to those it lent, in can treat the price it got as the Default Market Value. If it hasn’t, it must get two or more reference market maker quotations and average those.
Tricks to watch out for, especially in illiquid stocks, is that the Non-Defaulting Party is not somehow influencing the price at which that innocent third party might transact (by agreeing to enter an offsetting transaction at the same time). That would be fraudulent, of course.
See also
References