1. 1 CHAPTER 21: Long Term Debt Topics 21.1 - 21.2Background 21.3Bond Refunds 21.4Bond Ratings 21.6 Direct placement vs. Public Issues

2. 2 21.1 - 21.2 Quick Review of Basics of Bond Issuance Public issue of bonds –Includes an indenture (agreement between firm and trust company) –Protective covenants (positive and negative) –Seniority, sinking fund provisions, call provisions, etc a trust company (trustee) is appointed by the issuer to represent the bondholders –ensure that the terms of the indenture are obeyed –manage sinking fund –act on behalf of bondholders in case of default a sinking fund is an account managed by the trust company trust company can either purchase bonds in the market or select via lottery and pay face value –provides early warning signal to bondholders if firm has trouble making sinking fund payments –gives firm option to pay lower of market price or face value

3. 3 Review: Price quotation example On Oct. 29, 2004, a TD Bank bond with a coupon of 6.00 and a maturity date of 26 July 2006 was quoted as selling for 104.39 (Ask) and had a yield of 3.36. Price quotes are percent of par: $1,043.90 Semi-annual coupon payment: 1,000 * 6%/2 = 30 Next coupon date: Jan. 26, 2006 Previous coupon date: July 26, 2006 Days since previous coupon: Accrued interest: Price = quoted price + accrued interest = Quoted yield: 3.36%, one-period (6 month) yield = 3.36%/2 = 1.68% Theoretical price: Error: 07/2610/2901/21

4. 4 21.3 Callable Bonds call feature allows issuer to repurchase entire bond issue at a pre-specified price over a specified period call premium – difference between call price and face value call provisions have value Value of callable bond = value of straight bond – value of call option Many long-term corporate bonds outstanding in Canada have call provisions. Replacing all (or part) of a bond issue is called bond refunding

5. 5 Example: Value of Call Provision: Perspective of Bondholder Assume that a bond pays annual coupons of $100, has a maturity of 20 years and that yield of the bond is 0.10. Suppose that the interest rate (yield) will change to either 12% or 8% (with equal probability) after 5 years and remain at that level. Assume no personal taxes and annual coupon payment. The outstanding bond has a face value of $1,000. (1)What is the value of this bond today? a. PV of first 5 years’ coupons: b. PV of remaining coupon & principal: If r = 0.12 If r = 0.08 c. Bond value today

6. 6 Example cont’d (2) Now assume that the bond is callable after 5 years with a call premium of $50 (and this is the only date on which it may be called). (a) What is the value of the bond today? PV (call price): Value today if called in 5 years: Value today if not called in 5 years: Bond value today: (b) What annual coupon would be required for this callable bond to be equally valuable as an otherwise identical but non-callable bond?

7. 7 Example cont’d: Should the bond be called and refunded?— Perspective of firm (3) Suppose 5 years later, the interest rate drops to 8%. The firm is approached by an investment bank attempting to persuade the issuer to recall the bond (“old” bond) and issue the following bond (“new” bond) instead: Issue size: $1,000; Coupon rate: 6%; floatation cost: 1% of face value; interest rate 8%; maturity: 15 years. Annual coupon payment. To eliminate timing problems with the two issues, the new bonds will be sold a month before the old bonds are called. The firm is likely to pay the coupons on both issues during this month but can defray some of the cost by investing the issue at 3%, the short- term interest rate. Would this bond be called? Assume that the corporate tax rate is 40%.

8. 8 Example cont’d: Solution Cost of refunding 1.Call premium (non tax-deductible expense): $50 2.Flotation costs: one-time expense but amortized over the life the issue or five years, whichever is less. –Floatation costs 10 –PV of tax savings (discounted at after-tax interest rate) –Total after-tax cost 3.Additional interest –Extra interest paid on old issue –Extra interest earned –Total additional interest –Total investment: 1+2+3

9. 9 Example solution cont’d Interest savings on new issue –Interest on old bond –Interest on new bond –Annual savings –After-tax savings –PV of annual savings over 15 years (discounted at after-tax interest rate) NPV for the Refunding Operation

10. 10 Why issue callable bonds Superior interest rate predictions: company managers may know more about changes in yields on its bonds than bondholders do, e.g. they may have information about changes in the firm’s credit rating; Taxes: if the bondholder is taxed at a lower rate than the firm, the tax advantage of higher interest deductibility for a callable bond for the firm will be greater than what the bondholder in a lower tax bracket would lose; the firm and the bondholder can split this gain Financial flexibility: covenants may restrict a firm’s ability to take advantage of opportunities such as a spin off, calling the bonds allows managers to circumvent the covenants Reduced interest rate risk: if rates increase, the value of a callable bond drops (but not as much as a non-callable bond due to higher coupon); if rates fall, the value of a callable bond rises (but not as much due to the call feature)

11. 11 When to call a bond if there are no transactions costs, and managers are acting in the interests of the shareholders, then the firm should call its bonds whenever the value of the callable bond exceeds the call price in practice, there are some reasons why the firm might allow the bond to trade at prices above the call price –costs of issuing new bonds –required notice periods

12. 12 21.4 Bond Ratings Bond rating firms (Standard and Poor’s, Moody’s, CBRS, DBRS) assess the likelihood of default on corporate debt issues and provide ratings (AAA, B, C ) that indicate the default risk to investors (Table 21.2) Investment grade bonds and Junk bonds. Junk bonds are low grade or high yield (high risk) bonds. S&P rating of BB and below. Bond ratings are based on publicly information Default spread increases with bond rating. For AAA ratings bond, default spread is only about 30 bp (0.20%). The spread increases to more than a thousand bp (10%) for D ratings bond.

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14. 14 Features of a Hypothetical Bond

15. 15 Direct Placements and Syndicated Loans Unlike what we have described so far (i.e. public debt), a large percentage of debt is directly placed A term loan is a direct business loan with a maturity of 1-5 years –lenders include banks, insurance companies, and trust companies A private placement is similar but has a longer maturity and usually involves an investment dealer who facilitates the transaction –investment dealer does not underwrite –no need for a prospectus (just an offering memorandum) –sold to large “exempt purchasers” –the private placement market is dominated by insurance companies and pension funds

16. 16 Direct Placements and Syndicated Loans cont’d Comparing public and direct placements: –registration and distribution costs are lower for direct financing –direct placements tend to have more restrictive covenants –it is easier to renegotiate a term loan or a private placement in case of a default Most bank loans are made with a commitment to the firm hat sets up a line of credit and allows the firm to borrow up to some pre-set limit –very large banks frequently have a larger demand for loans than they can supply, and smaller banks often have more funds available than demand –large banks then arrange loan and then sell portions of them to a group or syndicate of other banks –each bank in the syndicate has a separate loan agreement with the borrower –in some cases, syndicated loans are publicly traded

17. 17 Assigned problems: # 21.1, 3, 4, 7, 10, 12, 15, 19