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Trust preferred
securities (TruPS) are
cumulative preferred
stock issued by bank
holding companies through a
special
purpose vehicle. For the issuing bank
holding company, TruPS combine benefits of both debt and
equity.
The special purpose vehicle is wholly owned by the bank
holding company and is usually a trust. It sells the TruPS to investors
and uses the proceeds to purchase a subordinated note from the bank
holding company. This becomes its sole asset, and cash flows from the note
largely mirror the dividends payable on the TruPS. The note has an initial
maturity of at least 30 years. Dividends are paid quarterly or
semi-annually. Dividends may be deferred for at least five years without
creating an event of default or acceleration.
From a tax standpoint, TruPS have a significant advantage
over the direct issuance of
. This is because dividends on
are not deductible as a business expense, but interest on
a subordinated note is. In this regard, the TruPS behaves like debt. In
another regard, it behaves like equity. In 1996, the
Federal
Reserve ruled that up to 25% of a bank holding companies
tier 1
capital may comprise
TruPS or directly-issued
. In 2005, the Fed reaffirmed this
treatment of TruPS after FASB modified the accounting treatment of TruPS
under GAAP.
Initially, TruPS were only issued by larger bank holding
companies. This changed in 2000, when several institutions issued TruPS,
which were pooled in a
CDO. Since
then, the TruPS CDO market has grown
dramatically and has become a significant source of capital for small and
medium sized bank holding companies.
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