FMS Wertmanagement was founded in 2010 as the Federal government’s winding-up institution for the nationalised Hypo Real Estate Holding AG (HRE Group) with the aim of taking over risk positions and non-strategic operations from the HRE Group and unwinding them.
In reaction to the financial market crisis, in the autumn of 2008 the Parliament of the Federal Republic of Germany offered German credit institutions the option of transferring risk positions as well as non-strategic operations to an institution that would wind up the given portfolios and operate independently in both organisational and financial terms.
Effective 1 October 2010, FMS Wertmanagement took over from both the HRE Group and its national and international subsidiaries and special purpose entities risk positions and non-strategic operations with a nominal value of EUR 175.7 billion as well as short-term funding sources in the corresponding amount and related derivatives for hedging purposes. FMS Wertmanagement is unwinding the transferred portfolio pursuant to sound business principles in ways that maximise its value. The wind-up plan originally prepared by the HRE Group was designed for a term of ten years. Any portion of the portfolio not wound up by the end of the ten-year period was to be sold at its book value. FMS Wertmanagement has revised the wind-up plan based on the insights it has gained and, in particular, has adjusted it to the long average maturities of the portfolio’s components. The given time horizon allows FMS Wertmanagement to unwind the portfolio whenever it is financially advantageous and thus to achieve the best possible outcome in the interest of the German taxpayer.
Article 2 (1) of the Charter of FMS Wertmanagement: “Functions, transactions, applicability of the German Banking Act”
“The winding-up institution shall take over the risk positions and non-strategic operations ('Transferred Assets') of Hypo Real Estate Holding AG and its direct and indirect German and foreign subsidiaries and special purpose entities (collectively referred to as the 'HRE Group') and both realise and unwind them in a manner aimed at maximising the assets' value for the purpose of stabilising the HRE Group and the financial market.“
FMS Wertmanagement refinances itself on both the money and the capital markets. On the money markets, it uses repos besides short-term, unsecured borrowings. FMS Wertmanagement also issues bonds and promissory notes with medium and long-term maturities.
FMS Wertmanagement is supervised by the Federal Agency for Financial Market Stabilisation (FMSA), which has extensive information, controlling, audit and instruction rights. Among others, FMSA approves revisions of its wind-up plan and is integrated into decisions of strategic importance. Whilst FMSA serves as the legal regulator, the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) plays the role of the financial regulator.
The Financial Market Stabilisation Fund (FMS or SoFFin) is obligated without limitation to provide additional funds under Section 8a of the German Law for Establishing a Financial Market Stabilisation Fund (Gesetz zur Errichtung eines Finanzmarktstabilisierungsfonds - FMStFG) for losses incurred in winding up the portfolio.
This is also reflected in Article 7 (1) of the Charter of FMS Wertmanagement: “SoFFin shall be obligated vis-à-vis the winding-up institution and FMSA […] to compensate all losses until the winding-up institution is discontinued.”
This ensures that FMS Wertmanagement will at all times be able to pay its liabilities in full and timely fashion.
1. Juli 2019
As already announced in May, Christoph Müller assumes the role of Spokesman and CEO of FMS Wertmanagement.
7 June 2019
FMS Wertmanagement sells repurchased DEPFA liabilities to DEPFA and in return acquires assets from DEPFA´s cover pools.
15 November 2018
FMS-WM is able to sell the first of the three hybrid capital bonds with a nominal value of around EUR 500 million to the DEPFA Group.
31 December 2017
The cumulative wind-up of the portfolio surpassed the EUR 100 billion mark.
6 November 2017
FMS Wertmanagement again sells repurchased DEPFA liabilities to DEPFA and in return acquires assets from DEPFA´s cover pools.
4 November 2016
FMS Wertmanagement sells repurchased DEPFA liabilities to DEPFA and in return acquires assets from DEPFA´s cover pools.
30 June 2016
The nominal volume of the portfolio was reduced to EUR 87 billion, which brings it to less than 50 percent of the transferred value for the first time.
19 January 2016
FMS Wertmanagement launches another public tender offer to buy securities issued by DEPFA.
1 October 2015
As already announced in April, Stephan Winkelmeier takes over as Spokesman of the Executive Board and Chief Risk & Financial Officer of FMS Wertmanagement.
27 May 2015
In a joint transaction with DEPFA BANK plc in Dublin, FMS Wertmanagement successfully completes the tender offer and purchase of three bonds with an aggregate nominal value of EUR 1.2 billion for a total consideration of EUR 741 million.
6 May 2015
FMS Wertmanagement ends the privatisation process for selling its wholly owned subsidiary, FMS Wertmanagement Service GmbH (FMS-SG).
20 April 2015
FMS Wertmanagement launches a public tender offer to buy certain securities issued by DEPFA.
19 December 2014
FMS Wertmanagement takes over DEPFA BANK plc in Dublin and its subsidiaries from Hypo Real Estate Holding AG (HRE).
19 April 2014
The tender for the privatisation of shares of FMS Wertmanagement Service GmbH starts officially.
1 October 2013
FMS Wertmanagement Service GmbH adopts the servicing of the portfolio of FMS Wertmanagement from pbb Deutsche Pfandbriefbank, supported by an IT-partner and further servicing companies.
10 May 2012
FMS Wertmanagement establishes a service entity as a wholly owned subsidiary that, no later than September 2013, when the cooperation agreement with the HRE Group on the servicing of the portfolio in accordance with EU requirements has to be terminated, will take over most of these functions.
8 March 2012
FMS Wertmanagement announces its intention to participate in the exchange of Greek government bonds and loans with a nominal value of EUR 8.2 billion.
21. Januar 2010
Die HRE-Gruppe beantragt die Errichtung einer Abwicklungsanstalt, auf die Teile des Portfolios der HRE-Gruppe übertragen werden sollen.
13. Oktober 2009
Der SoFFin erhält die vollständige Kontrolle über die HRE-Gruppe.
17. Oktober 2008
Der Deutsche Bundestag beschließt die Gründung des Sonderfonds Finanzmarktstabilisierung (SoFFin), basierend auf dem Finanzmarktstabilisierungsgesetz FMStG.
Die HRE-Gruppe ist in eine ernste und ihren Fortbestand gefährdende Schieflage geraten.
The German Financial Market Stabilisation Fund Act and the German Act to Accelerate Financial Market Stabilisation allow financial sector enterprises to transfer risk exposures and non-strategic operations to a structurally and financially independent winding-up institution established for the respective enterprise.*
The HRE Group took up this offer and applied to have FMS Wertmanagement established.
The winding-up agency assumes responsibility for the winding-up of the exposures transferred with the portfolio. The direct owner of the winding-up agency and the portfolio then has a duty to compensate losses. In the case of FMS Wertmanagement, this applies to 100% to Financial Market Stabilisation Fund (FMS or SoFFin), which is managed by the Federal Republic of Germany – Finance Agency (Finance Agency).
FMS Wertmanagement is not a bank, nor a financial or an investment services provider nor an insurance company as defined in the German Banking Act or EU Directive 2006/48/EC. For this reason, it may not enter into a new business unless such new business concerns transactions directly and solely related to the portfolio’s unwinding.
Furthermore, FMS Wertmanagement has been exempted from material regulatory requirements of the German Banking Act. Given FMS' or SoFFin's loss compensation obligation, FMS Wertmanagement is not subject to regulatory capital adequacy requirements. But FMS Wertmanagement is obligated to direct all its capital market funding activities solely to institutional investors.
Under agreements dated 29 and 30 September 2010, risk positions and non-strategic operations of the HRE Group with a nominal value of around EUR 175.7 billion – excluding derivatives – were transferred to FMS Wertmanagement effective 1 October 2010.
The transferors, pbb and HRE, transferred risk positions and non-strategic operations to FMS Wertmanagement, partly by way of a spin-off into an existing company, in accordance with Section 8a (1) and (8) FMStFG in conjunction with Section 123 (2) No. 1 and Section 131 of the German Reorganisation and Transformation Act (Umwandlungsgesetz – UmwG). The risk positions and non-strategic operations that were not transferred by way of the spin-off were transferred to FMS Wertmanagement by way of a subparticipation, assignment, novation or guarantee. Which approach was chosen depended on the different legal, regulatory and tax requirements of the respective countries governing the respective transaction. What is common to all means of transfer however, is that FMS Wertmanagement assumed the financial risk of the risk positions and non-strategic operations. The spin-offs from HRE and pbb were recorded in the respective German Commercial Register on 2 December 2010 for HRE and pbb as well as for FMS Wertmanagement.
Loss Compensation Obligation
Article 7 (1) of the Charter of FMS Wertmanagement states: “Pursuant to Section 16, SoFFin shall be obligated vis-à-vis the winding-up institution and FMSA […] to compensate all losses until the winding-up institution is discontinued.”
*Source: Financial Market Stabilisation Fund Act (FMStFG) of 17 October 2008 (Federal Law Gazette I p. 1982) and German Act to Accelerate Financial Market Stabilisation of 17 October 2008 (Federal Law Gazette I p. 1982, 1986), most recently amended by Articles 1 and 3 of the Act of 24 February 2012 (Federal Law Gazette I p. 206); explanatory statement on the draft bill of the FMStFG.
The governance framework applicable to FMS Wertmanagement is derived from its Charter. The governing bodies of FMS Wertmanagement are the Supervisory Board and the Executive Board.
In its capacity as the legal regulator overseeing FMS Wertmanagement, German Federal Agency for Financial Market Stabilization (FMSA) has comprehensive information, controlling, audit and instruction rights. It approves revisions of its wind-up plan and is integrated into decisions of strategic importance in respect of its business activities. FMS Wertmanagement regularly reports to FMSA on its current activities and submits its annual financial statements and management report as well as the audit report to it. According the FMSA Reorganisation Act the Federal Republic of Germany – Finance Agency (Finance Agency) gets entrusted with maintenance of the FMSA. The administration of the Financial Market Stabilisation Fund (FMS or SoFFin) was assumed by the Finance Agency.
Pursuant to the German Financial Market Stabilization Fund Act (FMStFG), FMS-WM is subject to certain provisions of the German Banking Act (KWG), the German Securities Trading Act (WpHG) and the German Money Laundering Act (GWG). In particular, FMS-WM is subject to banking supervision by the German Federal Financial Supervisory Authority (BaFin).
The Supervisory Board fulfils its task as the corporate body of FMS Wertmanagement charged with supervising the organisation in accordance with applicable laws and FMS Wertmanagement's Charter. Aside from carrying out the resultant rights and duties, the Supervisory Board also advises the company's Executive Board on matters of particular strategic importance. FMSA employees not entitled to vote generally also participate in the meetings of the Supervisory Board in their capacity as the representatives of the legal regulator and as the statutory agents of the owner. This facilitates the smooth flow of information between the owner, the legal regulator and FMS Wertmanagement. The Supervisory Board has eight members who are appointed by FMS or SoFFin. It is tasked with advising the Executive Board of FMS Wertmanagement and monitoring its management activities. It is also responsible for
- decisions pertaining to the wind-up plan and deviations therefrom,
- the resolution on the annual wind-up report,
- appointing and dismissing the members of the Executive Board,
- issuing the Rules of Procedure for the Executive Board,
- appointing the auditor of the financial statements and
- approving the annual financial statements.
Furthermore in matters of particular significance under the Executive Board’s purview, the Supervisory Board may reserve decision-making authority for itself on a case-by-case basis or in general. This shall not affect the authority of the Executive Board to represent FMS Wertmanagement externally to legal effect.
Members of the Supervisory Board
- Jan Bettink (Chairman)
- Dr. Jutta Dönges (Deputy Chairwoman)
Co-Chief Executive Officer at Federal Republic of Germany - Finance Agency
- Rita Geyermann (Deputy Chairwoman)
First Vice President, Head of Asset Management KfW Group
- Dr. Axel Berger
- Dr. Tammo Diemer
Managing Director at Federal Republic of Germany - Finance Agency
- Birgit Dietl-Benzin
Member of the Executive Board and Chief Risk Officer at UBS Europe SE
- Michaela Maria Eder von Grafenstein
Member of the Executive Committee and Head of Business Unit Real Assets of Aquila Group
The Executive Board shall have at least two members who are appointed by the Supervisory Board with FMSA's approval for terms of no more than four years; they may be reappointed however.
Christoph Müller is Chief Executive Officer and Spokesman of the Executive Board of FMS Wertmanagement since 1 July 2019. Before that, he already held the position of Chief Risk Officer and Chief Financial Officer of FMS-WM since September 2017.
After studying business administration with a focus on banking at the University Villingen-Schwenningen, he worked from 1994 until 2001 as credit specialist and consultant for corporate customers at the Volksbank Dreiländereck and the Baden-Württembergische Bank in Lörrach. After working three years for UBS AG in Zurich as a Transaction Manager in the field of Credit Portfolio Management, he moved on to Credit Suisse, Zurich, in 2004, where he held various leading positions in the units Credit Portfolio Management as well as Credit Risk Methods and Models. Since November 2010, Christoph Müller has held the position of Head of Risk Controlling, Finance & Portfolio Steering at FMS-WM.
Carola Falkner is Member of the Executive Board at FMS Wertmanagement since 1 July 2019 and responsible for the Asset Management and Group Treasury units as well as Group Internal Audit. Before that, she already held the position of Managing Director of FMS Wertmanagement’s Asset Management unit since June 2017.
A trained lawyer specialising in banking and capital markets law, she began her career in restructuring and reorganisation at Commerzbank AG in 1999. Between 2005 and 2011, Ms Falkner worked for Hudson Advisors Germany, where she was responsible for winding up non-performing loan portfolios. Since May 2011, Carola Falkner has held several positions at FMS Wertmanagement, including Head of Commercial Real Estate.
Facts & Figures
The nominal value of the assets transferred was EUR 175.7 billion at the transfer date.
Including derivatives, this comprised more than 12,000 individual exposures with about 2,500 different counterparties.
FMS Wertmanagement is not a credit institution or financial services institution under the German Banking Act and thus does not need a banking licence and is not subject to any regulatory capital adequacy and liquidity requirements.
At the end of 2018 the portfolio encompasses 1693 individual exposures with 830 different counterparties. The individual exposures are located in 45 countries.
FMS Wertmanagement does not engage in any active new lending or deposit business.
FMS Wertmanagement may engage in banking and financial services transactions serving to unwind the portfolio transferred to it.
FMS Wertmanagement prepares its financial statements in accordance with the German Commercial Code (Handelsgesetzbuch - HGB).
FMS Wertmanagement may act in its own name when transacting business, and sue and be sued. FMS Wertmanagement does not hold any shares of the HRE Group and the HRE Group does not hold any shares of FMS Wertmanagement.
The nominal value of the portfolio was EUR 69,0 billion at the end of 2018.
The total assets as at the end of fiscal 2018 amounted to EUR 144.7 billion.
The number of permanently employed staff at the end of 2010 – i.e. five months after foundation – was 18. The number of employees was 112 at the end of 2018.
FMS Wertmanagement is supervised by the Federal Agency for Financial Market Stabilisation (FMSA), which has extensive information, controlling, audit and instruction rights.
FMS Wertmanagement Service GmbH
FMS Wertmanagement Service GmbH (FMS-SG) is a specialist financial servicing company with over 300 employees in three locations – Munich, Dublin and New York. It is a wholly owned subsidiary of FMS Wertmanagement AöR.
FMS-SG provides services in connection with loans, bonds and derivatives in the sectors real estate, infrastructure and project finance, public finance, asset finance and structured products. The services provided for FMS Wertmanagement comprise credit analysis and review, asset restructuring, workout management, detailed portfolio reporting, payment collection and arrears monitoring.
For further information about FMS-SG please click here www.fms-sg.de