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2010 Global Master Securities Lending Agreement
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) the Non Defaulting Party has sold, in the case of Receivable Securities, or purchased, in the case of Deliverable Securities, securities which form part of the same issue and are of an identical type and description as those Equivalent Securities or that Equivalent Collateral, (and regardless as to whether or not such sales or purchases have settled) the Non Defaulting Party may elect to treat as the Default Market Value:
- (i) in the case of Receivable Securities, 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 or Equivalent Collateral, the 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 or Equivalent Collateral as the Default Market Value or
- (B) elect to treat such net proceeds of sale of the Equivalent Securities or Equivalent Collateral actually sold as the Default Market Value of that proportion of the Equivalent Securities or Equivalent Collateral,
- and, in the case of (B), the Default Market Value of the balance of the Equivalent Securities or Equivalent Collateral shall be determined separately in accordance with the provisions of this paragraph 11.4; or
- (ii) in the case of Deliverable Securities, 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 or Equivalent Collateral, the 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 or Equivalent Collateralas the Default Market Value or
- (B) elect to treat the aggregate cost of purchasing the Equivalent Securities or Equivalent Collateralactually purchased as the Default Market Value of that proportion of the Equivalent Securities or Equivalent Collateral,
- and, in the case of (B), the Default Market Value of the balance of the Equivalent Securities or Equivalent Collateralshall be determined separately in accordance with the provisions of this paragraph 11.4;
- 11.4(b) the Non Defaulting Party has received, in the case of Deliverable Securities, offer quotations or, in the case of Receivable Securities, bid quotations in respect of securities of the relevant description 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 or Equivalent Collateral:
- (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, in the case of Deliverable Securities, the sale by the relevant market marker or dealer of such securities or, in the case of Receivable Securities, the purchase 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;
- (ii) after deducting, in the case of Receivable Securities or adding in the case of Deliverable Securities the Transaction Costs which would be incurred or reasonably anticipated in connection with such transaction.
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11. Consequences of an Event of Default
- 11.1 Application of 11.2 to 11.7 following Event of Default
- 11.2 Delivery and payment obligations following Event of Default
- 11.3 Definition of Default Market Value
- 11.4 Determination of Default Market Value
- 11.5 Net Value determination where unable to sell Securities
- 11.6 Where Non-Defaulting Party has not determined Default Market Value
- 11.7 Other costs, expenses and interest payable in consequence of an Event of Default
- 11.8 Set-off
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.
Note that “Deliverable Securities” and “Receivable Securities” are judged from the perspective of the Defaulting Party being the one having to deliver or receive. This is quite confusing, especially when it comes to the whole question of determining a Default Market Value, which naturally is expressed from the perspective of the non-Defaulting Party, and indeed completely bamboozled the JC for a number of years. In any case, if — as you would expect — the Defaulting Party is failing to deliver Securities or Collateral, the Non-Defaulting Party has to go and get some securities and exercises a buy-in.
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