Solvent exit planning: New SS2/24 rule for banks beyond recovery plans

Introduction 

As part of its objective of making the financial markets safer and more dynamic, the PRA published SS2/24 in March 2024, requiring non-systemic banks and building societies to prepare solvent exit plans (SEPs) by 1st October 2025. In essence, the supervisory statement requires banks and building societies to build on their recovery plans and prepare a plan for an orderly solvent exit (aka ‘solvent wind down’) should the recovery plans not be successful. The SEP would therefore be the logical next step in such a scenario, failing which the PRA would invoke resolution procedures. 

Of course, a solvent exit can also be triggered in the normal course of business following a strategic corporate decision and the same considerations set out below would apply.  

Considerations 

Whilst there is clear synergy with recovery planning, it would be all too easy to consider solvent exit planning as simply an extrapolation of recovery planning without recognizing the step change that occurs when executing a solvent exit (SE). Not only will the institution’s position have likely weakened, but once initiated, a solvent exit will inevitably become public, significantly altering dynamics across multiple areas. This challenge is further exacerbated by the lack of recent, high-quality case studies on solvent exits or wind-downs to inform planning and modeling. An SE scenario will introduce or amplify numerous risks, such as: 

• Liquidity risk – A massive deterioration of the liquidity position can occur rapidly both from the expected jump in outflow of deposits but also from a reduction in loan recoveries and asset realizations

• People risk – At the same time as the need to retain key people rises, their flight risk also rises. Generally, in solvent exits, the workload will rise and not fall in many aspects of the business at a time when recruiting good, permanent staff is not possible and reliance must be placed on short term contractors requiring greater management supervision and with likely higher turnover rates

• Operational risk – Public knowledge of the solvent exit will open the institution to greater external threats (e.g. cyber) as people see a soft, distracted target while internal breakdown in controls associated/demotivated staff can increase fraud risk

Whilst these and other risks can be controlled through skilled management, the time and costs must not be underestimated. Indeed, it is likely the additional costs and deteriorating financial position of the institution through the SE will severely strain its capital adequacy position which will need to be provided for when preparing the SEP.  Institutions must not underestimate the financial impact of an SE, for example: 

• Cost of the SE program management and additional resources for the various sub-projects, not least the cost of detailed execution planning and regulatory approval 

• Cost of redundancy and retention schemes to truly guard against de-motivated staff and loss of key personnel 

• Higher costs in areas such cyber-risk insurance and exiting of third-party contracts, either realized or to be provided for (e.g. on long term leases) 

• Higher haircuts when liquidating asset/deposit portfolios and costs of locating, processing and repaying depositors 

Timelines are another extremely delicate balancing act in preparing and executing an SEP. Too aggressive an approach risks undermining critical controls such as adequate identity and verification of depositors awaiting repayment and increasing costs, for example from rushing the sale of assets. Equally, too conservative an approach can increase the risk of loss of key personnel during the process and increase the costs of maintaining operations and infrastructure when business activity has long ceased. There will also be areas beyond management control that will determine timelines and cannot be easily predicted e.g. dealing with inactivity. Dormant and frozen customer accounts, outstanding complaints, claims and litigation all need to continue essential services during the SE. In preparing their SEPs, institutions must seek an optimum path that satisfies and aligns all stakeholders -i.e. shareholders, customers, employees and the regulators.  

Also, in general, given the finality of SE where there is no scope for loose ends or for ‘kicking the can down the road’, it is highly likely that long neglected issues (e.g. data deficiencies, destruction and archival, contingent liabilities) will emerge and must be dealt with. This calls for a healthy dose of contingency in the SEP in terms of both time and costs. 

A final word on what might appear to be the ‘silver bullet’ for a SE – a trade sale. While this is of course a strategic option should the board decide to trigger an exit following a likely failure to recover, its highly speculative nature means that, firstly, this cannot be the sole basis of any SEP (it can legitimately be a component, e.g. a sale of the loan book with a realistic haircut) and, secondly, the sale value of the business should be assessed conservatively. Not only must management guard against an inflated view of the value of operating assets of the business (stickiness of customers, quality of operations and IT etc.), but the institution will also be in a weak negotiating position against any potential buyer. 

Conclusions 

In summary, treating solvent exit planning as a tick-box exercise, a recovery plan, is likely to rebound under regulatory scrutiny and/or will leave the institution poorly prepared in the event of a solvent exit. Conversely, approached as a realistic, constructive exercise, solvent exit planning can flush out weaknesses (e.g. customer quality, data quality third-party contract exit clauses) that will leave an institution more robust in business-as-usual and well prepared for an SE.  

As a complex and challenging event both for the institution and the regulators alike, the risks, costs and timelines of solvent exits cannot be underestimated. At Elixirr, we can help navigate the complexities of solvent exit planning by:   

• Facilitating board consensus on the strategy for an SE  

• Managing the SE planning with preparation of a comprehensive and feasible program plan, bringing together all necessary workstreams and the interests of all stakeholders (shareholders, employees and regulators)  

• Managing execution of an SE, striking the optimum balance between the cost-time-risk parameters 

To find out how we can help your organization, get in touch with our financial services experts: