CHAPTER 8 B o nd s a nd T he i r Va l ua t io n SOURCE: Courtesy of Ford Motor Company 48 FORD’S BOND ISSUE SETS A NEW RECORD $ FORD MOTOR COMPANY D uring the summer of 1999 the future course of interest rates was highly uncertain. Continued Top Ten U.S. Corporate Bond Financings as of July 1999 strength in the economy and growing fears of inflation had caused interest rates to rise, and many AMOUNT (BILLIONS OF DOLLARS) ISSUER DATE Ford July 9, 1999 AT&T March 23, 1999 8.00 RJR Holdings May 12, 1989 6.11 WorldCom August 6, 1998 6.10 Sprint November 10, 1998 5.00 companies tended to postpone bond issues out of fear that Assoc. Corp. of N. America October 27, 1998 4.80 nervous investors would be unwilling to purchase them. Norfolk Southern May 14, 1997 4.30 US West January 16, 1997 4.10 found itself in June 1999, when it decided to put a Conoco April 15, 1999 4.00 large debt issue on hold. However, after just three Charter Communications March 12, 1999 3.58 analysts were concerned that this trend would continue. However, others were forecasting declining rates — they saw no threat from inflation and were more concerned about the economy running out of gas. Because of this uncertainty, bond investors tended to wait on the sidelines for some definitive economic news. At the same time, This is exactly the situation in which Ford Motor weeks, Ford sensed a shift in the investment climate, $8.60 and it announced plans for an $8.6 billion bond issue. As shown in the following table, the Ford issue set a new record, surpassing an $8 billion AT&T issue that had taken place a few months earlier. Ford’s $8.6 billion issue actually consisted of four SOURCE: Thomson Financial Securities Data, Credit Suisse First Boston as reported in The Wall Street Journal, July 12, 1999, C1. Most analysts agreed that these bonds had limited separate bonds. Ford Credit, a subsidiary that provides default risk. At the time, Ford held $24 billion in cash customer financing, borrowed $1.0 billion dollars at a and had earned a record $2.5 billion during the second two-year floating rate and another $1.8 billion at a quarter of 1999. However, the auto industry faces some three-year floating rate. Ford Motor itself borrowed $4 inherent risks. When all the risk factors were balanced, billion as five-year fixed-rate debt and another $1.8 the issues all received a single-A rating. Much to the billion at a 32-year fixed rate. relief of the jittery bond market, the Ford issue was well 349 received. Dave Cosper, Ford Credit’s Treasurer, said bonds outstanding will decrease, forcing many Treasury “There was a lot of excitement, and demand exceeded investors into the corporate bond market, where they our expectations.” will look for investment-grade issues by companies such The response to the Ford offering revealed that investors had a strong appetite for large bond issues as Ford. Already anticipating this demand, Ford is planning with strong credit ratings. Larger issues are more liquid to regularly issue large blocks of debt in the global than smaller ones, and liquidity is particularly important market. Seeing Ford’s success, less than one month to bond investors when the direction of the overall after the Ford issue, Wal-Mart entered the list of top market is highly uncertain. ten U.S. corporate bond financings with a new $5 Interestingly, large investment-grade issues by wellknown companies such as Ford are also helping to fill billion issue. Other large companies have subsequently followed suit. ■ the vacuum created by the reduction in Treasury debt. The Federal government is forecasting future budget surpluses, and it plans to use a portion of the surplus to SOURCE: Gregory Zuckerman, “Ford’s Record Issue May Drive Imitators,” The Wall Street Journal, July 12, 1999, C1. reduce its outstanding debt. As this occurs, Treasury Bonds are one of the most important types of securities. If you skim through The Wall Street Journal, you will see references to a wide variety of these securities. This variety may seem confusing, but in actuality just a few characteristics distinguish the various types of bonds. While bonds are often viewed as relatively safe investments, one can certainly lose money on them. Indeed, “riskless” long-term U.S. Treasury bonds have declined in value three of the last seven years. Note, though, that it is also possible to rack up impressive gains in the bond market. Long-term government bonds provided a total return of nearly 16 percent in 1997 and more than 30 percent in 1995. In this chapter, we will discuss the types of bonds companies and government agencies issue, the terms that are contained in bond contracts, the types of risks to which both bond investors and issuers are exposed, and procedures for determining the values of and rates of return on bonds. 350 CHAPTER 8 ■ B O N D S A N D T H E I R VA L U AT I O N ■ WHO ISSUES BONDS? Bond A long-term debt instrument. Treasury Bonds Bonds issued by the federal government, sometimes referred to as government bonds. Corporate Bonds Bonds issued by corporations. Municipal Bonds Bonds issued by state and local governments. Foreign Bonds Bonds issued by either foreign governments or foreign corporations. A bond is a long-term contract under which a borrower agrees to make payments of interest and principal, on specific dates, to the holders of the bond. For example, on January 3, 2002, Allied Food Products borrowed $50 million by issuing $50 million of bonds. For convenience, we assume that Allied sold 50,000 individual bonds for $1,000 each. Actually, it could have sold one $50 million bond, 10 bonds with a $5 million face value, or any other combination that totals to $50 million. In any event, Allied received the $50 million, and in exchange it promised to make annual interest payments and to repay the $50 million on a specified maturity date. Investors have many choices when investing in bonds, but bonds are classified into four main types: Treasury, corporate, municipal, and foreign. Each type differs with respect to expected return and degree of risk. Treasury bonds, sometimes referred to as government bonds, are issued by the federal government.1 It is reasonable to assume that the federal government will make good on its promised payments, so these bonds have no default risk. However, Treasury bond prices decline when interest rates rise, so they are not free of all risks. Corporate bonds, as the name implies, are issued by corporations. Unlike Treasury bonds, corporate bonds are exposed to default risk — if the issuing company gets into trouble, it may be unable to make the promised interest and principal payments. Different corporate bonds have different levels of default risk, depending on the issuing company’s characteristics and on the terms of the specific bond. Default risk is often referred to as “credit risk,” and, as we saw in Chapter 5, the larger the default or credit risk, the higher the interest rate the issuer must pay. Municipal bonds, or “munis,” are issued by state and local governments. Like corporate bonds, munis have default risk. However, munis offer one major advantage over all other bonds: As we discussed in Chapter 2, the interest earned on most municipal bonds is exempt from federal taxes and also from state taxes if the holder is a resident of the issuing state. Consequently, municipal bonds carry interest rates that are considerably lower than those on corporate bonds with the same default risk. Foreign bonds are issued by foreign governments or foreign corporations. Foreign corporate bonds are, of course, exposed to default risk, and so are some foreign government bonds. An additional risk exists if the bonds are denominated in a currency other than that of the investor’s home currency. For example, if you purchase corporate bonds denominated in Japanese yen, you will lose money — even if the company does not default on its bonds — if the Japanese yen falls relative to the dollar. 1 The U.S. Treasury actually calls its debt issues “bills,” “notes,” or “bonds.” T-bills generally have maturities of 1 year or less at the time of issue, notes generally have original maturities of 2 to 7 years, and bond maturities extend out to 30 years. There are technical differences between bills, notes, and bonds, but they are not important for our purposes, so we generally call all Treasury securities “bonds.” Note too that a 30-year T-bond at the time of issue becomes a 1-year bond 29 years later. WHO ISSUES BONDS? 351 An excellent site for information on many types of bonds is Bonds Online, which can be found at http://www. bondsonline.com. The site has a great deal of information about corporates, municipals, treasuries, and bond funds. It includes free bond searches, through which the user specifies the attributes desired in a bond and then the search returns the publicly traded bonds meeting the criteria. The site also includes a downloadable bond calculator and an excellent glossary of bond terminology. SELF-TEST QUESTIONS What is a bond? What are the four main types of bonds? Why are U.S. Treasury bonds not riskless? To what types of risk are investors of foreign bonds exposed? KEY CHARACTERISTICS OF BONDS Although all bonds have some common characteristics, they do not always have the same contractual features. For example, most corporate bonds have provisions for early repayment (call features), but these provisions can be quite different for different bonds. Differences in contractual provisions, and in the underlying strength of the companies backing the bonds, lead to major differences in bonds’ risks, prices, and expected returns. To understand bonds, it is important that you understand the following terms. PA R VA L U E Par Value The par value is the stated face value of the bond; for illustrative purposes we generally assume a par value of $1,000, although any multiple of $1,000 (for example, $5,000) can be used. The par value generally represents the amount of money the firm borrows and promises to repay on the maturity date. The face value of a bond. C O U P O N I N T E R E S T R AT E Coupon Payment The specified number of dollars of interest paid each period, generally each six months. Coupon Interest Rate The stated annual interest rate on a bond. Allied’s bonds require the company to pay a fixed number of dollars of interest each year (or, more typically, each six months). When this coupon payment, as it is called, is divided by the par value, the result is the coupon interest rate. For example, Allied’s bonds have a $1,000 par value, and they pay $100 in interest each year. The bond’s coupon interest is $100, so its coupon interest rate is $100/$1,000 ! 10 percent. The $100 is the yearly “rent” on the $1,000 loan. This payment, which is fixed at the time the bond is issued, remains in force during the life of the bond.2 Typically, at the time a bond is issued, its coupon payment is set at a level that will enable the bond to be issued at or near its par 2 Incidentally, some time ago bonds literally had a number of small (1/2- by 2-inch), dated coupons attached to them, and on each interest payment date, the owner would clip off the coupon for that date and either cash it at his or her bank or mail it to the company’s paying agent, who would then mail back a check for the interest. A 30-year, semiannual bond would start with 60 coupons, whereas a 5-year annual payment bond would start with only 5 coupons. Today, new bonds must be registered — no physical coupons are involved, and interest checks are mailed automatically to the registered owners of the bonds. Even so, people continue to use the terms coupon and coupon interest rate when discussing registered bonds. 352 CHAPTER 8 ■ B O N D S A N D T H E I R VA L U AT I O N Floating Rate Bond A bond whose interest rate fluctuates with shifts in the general level of interest rates. Zero Coupon Bond A bond that pays no annual interest but is sold at a discount below par, thus providing compensation to investors in the form of capital appreciation. Original Issue Discount Bond Any bond originally offered at a price below its par value. Maturity Date A specified date on which the par value of a bond must be repaid. Original Maturity The number of years to maturity at the time a bond is issued. value. Consequently, most of our examples and problems throughout this text will focus on bonds with fixed coupon rates. In some cases, however, a bond’s coupon payment will vary over time. These floating rate bonds work as follows. The coupon rate is set for, say, the initial six-month period, after which it is adjusted every six months based on some market rate. Some corporate issues are tied to the Treasury bond rate, while other issues are tied to other rates. Many additional provisions can be included in floating rate issues. For example, some are convertible to fixed rate debt, whereas others have upper and lower limits (“caps” and “floors”) on how high or low the rate can go. Floating rate debt is popular with investors who are worried about the risk of rising interest rates, since the interest paid increases whenever market rates rise. This causes the market value of the debt to be stabilized, and it also provides institutional buyers such as banks with income that is better geared to their own obligations. Banks’ deposit costs rise with interest rates, so the income on floating rate loans that they have made rises at the same time their deposit costs are rising. The savings and loan industry was virtually destroyed as a result of their practice of making fixed rate mortgage loans but borrowing on floating rate terms. If you are earning 6 percent but paying 10 percent — which they were — you soon go bankrupt — which they did. Moreover, floating rate debt appeals to corporations that want to issue longterm debt without committing themselves to paying an historically high interest rate for the entire life of the loan. Some bonds pay no coupons at all, but are offered at a substantial discount below their par values and hence provide capital appreciation rather than interest income. These securities are called zero coupon bonds (“zeros”). Other bonds pay some coupon interest, but not enough to be issued at par. In general, any bond originally offered at a price significantly below its par value is called an original issue discount (OID) bond. Corporations first used zeros in a major way in 1981. In recent years IBM, Alcoa, JCPenney, ITT, Cities Service, GMAC, Lockheed Martin, and even the U.S. Treasury have used zeros to raise billions of dollars. Some of the details associated with issuing or investing in zero coupon bonds are discussed more fully in Appendix 8A. M AT U R I T Y D AT E Bonds generally have a specified maturity date on which the par value must be repaid. Allied’s bonds, which were issued on January 3, 2002, will mature on January 2, 2017; thus, they had a 15-year maturity at the time they were issued. Most bonds have original maturities (the maturity at the time the bond is issued) ranging from 10 to 40 years, but any maturity is legally permissible.3 Of course, the effective maturity of a bond declines each year after it has been issued. Thus, Allied’s bonds had a 15-year original maturity, but in 2003, a year later, they will have a 14-year maturity, and so on. 3 In July 1993, Walt Disney Co., attempting to lock in a low interest rate, issued the first 100-year bonds to be sold by any borrower in modern times. Soon after, Coca-Cola became the second company to stretch the meaning of “long-term bond” by selling $150 million worth of 100-year bonds. KEY CHARACTERISTICS OF BONDS 353 CALL PROVISIONS Call Provision A provision in a bond contract that gives the issuer the right to redeem the bonds under specified terms prior to the normal maturity date. Most corporate bonds contain a call provision, which gives the issuing corporation the right to call the bonds for redemption.4 The call provision generally states that the company must pay the bondholders an amount greater than the par value if they are called. The additional sum, which is termed a call premium, is often set equal to one year’s interest if the bonds are called during the first year, and the premium declines at a constant rate of INT/N each year thereafter, where INT ! annual interest and N ! original maturity in years. For example, the call premium on a $1,000 par value, 10-year, 10 percent bond would generally be $100 if it were called during the first year, $90 during the second year (calculated by reducing the $100, or 10 percent, premium by one-tenth), and so on. However, bonds are often not callable until several years (generally 5 to 10) after they were issued. This is known as a deferred call, and the bonds are said to have call protection. Suppose a company sold bonds when interest rates were relatively high. Provided the issue is callable, the company could sell a new issue of low-yielding securities if and when interest rates drop. It could then use the proceeds of the new issue to retire the high-rate issue and thus reduce its interest expense. This process is called a refunding operation. The call privilege is valuable to the firm but potentially detrimental to the investor, especially if the bonds were issued in a period when interest rates were cyclically high. Accordingly, the interest rate on a new issue of callable bonds will exceed that on a new issue of noncallable bonds. For example, on August 30, 2001, Pacific Timber Company sold a bond issue yielding 9.5 percent; these bonds were callable immediately. On the same day, Northwest Milling Company sold an issue of similar risk and maturity yielding 9.2 percent; its bonds were noncallable for 10 years. Investors were willing to accept a 0.3 percent lower interest rate on Northwest’s bonds for the assurance that the 9.2 percent interest rate would be earned for at least 10 years. Pacific, on the other hand, had to incur a 0.3 percent higher annual interest rate to obtain the option of calling the bonds in the event of a decline in rates. SINKING FUNDS Sinking Fund Provision A provision in a bond contract that requires the issuer to retire a portion of the bond issue each year. Some bonds also include a sinking fund provision that facilitates the orderly retirement of the bond issue. On rare occasions the firm may be required to deposit money with a trustee, which invests the funds and then uses the accumulated sum to retire the bonds when they mature. Usually, though, the sinking fund is used to buy back a certain percentage of the issue each year. A failure to meet the sinking fund requirement causes the bond to be thrown into default, which may force the company into bankruptcy. Obviously, a sinking fund can constitute a significant cash drain on the firm. In most cases, the firm is given the right to handle the sinking fund in either of two ways: 4 A majority of municipal bonds also contain call provisions. Call provisions have been included with Treasury bonds, although this occurs less frequently. 354 CHAPTER 8 ■ B O N D S A N D T H E I R VA L U AT I O N 1. The company can call in for redemption (at par value) a certain percentage of the bonds each year; for example, it might be able to call 5 percent of the total original amount of the issue at a price of $1,000 per bond. The bonds are numbered serially, and those called for redemption are determined by a lottery administered by the trustee. 2. The company may buy the required number of bonds on the open market. The firm will choose the least-cost method. If interest rates have risen, causing bond prices to fall, it will buy bonds in the open market at a discount; if interest rates have fallen, it will call the bonds. Note that a call for sinking fund purposes is quite different from a refunding call as discussed above. A sinking fund call typically requires no call premium, but only a small percentage of the issue is normally callable in any one year.5 Although sinking funds are designed to protect bondholders by ensuring that an issue is retired in an orderly fashion, you should recognize that sinking funds can work to the detriment of bondholders. For example, suppose the bond carries a 10 percent interest rate, but yields on similar bonds have fallen to 7.5 percent. A sinking fund call at par would require an investor to give up a bond that pays $100 of interest and then to reinvest in a bond that pays only $75 per year. This obviously disadvantages those bondholders whose bonds are called. On balance, however, bonds that have a sinking fund are regarded as being safer than those without such a provision, so at the time they are issued sinking fund bonds have lower coupon rates than otherwise similar bonds without sinking funds. O T H E R F E AT U R E S Convertible Bond A bond that is exchangeable, at the option of the holder, for common stock of the issuing firm. Warrant A long-term option to buy a stated number of shares of common stock at a specified price. Income Bond A bond that pays interest only if the interest is earned. Indexed (Purchasing Power) Bond A bond that has interest payments based on an inflation index so as to protect the holder from inflation. Several other types of bonds are used sufficiently often to warrant mention. First, convertible bonds are bonds that are convertible into shares of common stock, at a fixed price, at the option of the bondholder. Convertibles have a lower coupon rate than nonconvertible debt, but they offer investors a chance for capital gains in exchange for the lower coupon rate. Bonds issued with warrants are similar to convertibles. Warrants are options that permit the holder to buy stock for a stated price, thereby providing a capital gain if the price of the stock rises. Bonds that are issued with warrants, like convertibles, carry lower coupon rates than straight bonds. Another type of bond is an income bond, which pays interest only if the interest is earned. Thus, these securities cannot bankrupt a company, but from an investor’s standpoint they are riskier than “regular” bonds. Yet another bond is the indexed, or purchasing power, bond, which first became popular in Brazil, Israel, and a few other countries plagued by high inflation rates. The interest rate paid on these bonds is based on an inflation index such as the consumer price index, so the interest paid rises automatically when the inflation rate rises, thus protecting the bondholders against inflation. In January 1997, the U.S. Treasury began issuing indexed bonds, and 10-year indexed bonds currently pay a real rate that is roughly 3.5 percent plus the rate of inflation. 5 Some sinking funds require the issuer to pay a call premium. KEY CHARACTERISTICS OF BONDS 355 We used the term “i” or “I” to designate the interest rate in Chapter 7 because those terms are used on financial calculators, but “k,” with the subscript “d” to designate the rate on a debt security, is normally used in finance.6 N ! the number of years before the bond matures ! 15. Note that N declines each year after the bond has been issued, so a bond that had a maturity of 15 years when it was issued (original maturity ! 15) will have N ! 14 after one year, N ! 13 after two years, and so on. Note also that at this point we assume that the bond pays interest once a year, or annually, so N is measured in years. Later on, we will deal with semiannual payment bonds, which pay interest each six months. INT ! dollars of interest paid each year ! Coupon rate " Par value ! 0.10($1,000) ! $100. In calculator terminology, INT ! PMT ! 100. If the bond had been a semiannual payment bond, the payment would have been $50 each six months. The payment would be zero if Allied had issued zero coupon bonds, and it would vary if the bond was a “floater.” M ! the par, or maturity, value of the bond ! $1,000. This amount must be paid off at maturity. We can now redraw the time line to show the numerical values for all variables except the bond’s value: 0 10% Bond’s Value 1 2 3 100 100 100 . . . 15 100 1,000 1,100 The following general equation can be solved to find the value of any bond: Bond's value ! VB ! INT INT INT M # # #### # 1 2 N (1 # kd) (1 # kd) (1 # kd) (1 # kd)N N INT M ! a . t # (1 # k ) (1 # kd)N d t!1 (8-1) Equation 8-1 can also be rewritten for use with the tables: VB ! INT(PVIFAkd,N) # M(PVIFkd,N). (8-2) Inserting values for our particular bond, we have 15 $1,000 $100 VB ! a t # (1.10)15 t!1 (1.10) ! $100(PVIFA10%,15) # $1,000(PVIF10%,15). Note that the cash flows consist of an annuity of N years plus a lump sum payment at the end of Year N, and this fact is reflected in Equations 8-1 and 8-2. Further, Equation 8-1 can be solved by the four procedures discussed in 6 The appropriate interest rate on debt securities was discussed in Chapter 5. The bond’s riskiness, liquidity, and years to maturity, as well as supply and demand conditions in the capital markets, all influence the interest rate on bonds. B O N D VA L U AT I O N 357 Indenture A formal agreement between the issuer of a bond and the bondholders. All mortgage bonds are subject to an indenture, which is a legal document that spells out in detail the rights of both the bondholders and the corporation. The indentures of many major corporations were written 20, 30, 40, or more years ago. These indentures are generally “open ended,” meaning that new bonds can be issued from time to time under the same indenture. However, the amount of new bonds that can be issued is virtually always limited to a specified percentage of the firm’s total “bondable property,” which generally includes all land, plant, and equipment. For example, in the past Savannah Electric Company had provisions in its bond indenture that allowed it to issue first mortgage bonds totaling up to 60 percent of its fixed assets. If its fixed assets totaled $1 billion, and if it had $500 million of first mortgage bonds outstanding, it could, by the property test, issue another $100 million of bonds (60% of $1 billion ! $600 million). At times, Savannah Electric was unable to issue any new first mortgage bonds because of another indenture provision: its times-interest-earned (TIE) ratio was below 2.5, the minimum coverage that it must have if it sells new bonds. Thus, although Savannah Electric passed the property test, it failed the coverage test, so it could not issue any more first mortgage bonds. Savannah Electric then had to finance with junior bonds. Since first mortgage bonds carried lower rates of interest than junior long-term debt, this restriction was a costly one. Savannah Electric’s neighbor, Georgia Power Company, had more flexibility under its indenture — its interest coverage requirement was only 2.0. In hearings before the Georgia Public Service Commission, it was suggested that Savannah Electric should change its indenture coverage to 2.0 so that it could issue more first mortgage bonds. However, this was simply not possible — the holders of the outstanding bonds would have to approve the change, and it is inconceivable that they would vote for a change that would seriously weaken their position. Debentures Debenture A long-term bond that is not secured by a mortgage on specific property. Subordinated Debentures Subordinated Debentures A bond having a claim on assets only after the senior debt has been paid off in the event of liquidation. 374 CHAPTER 8 ■ A debenture is an unsecured bond, and as such it provides no lien against specific property as security for the obligation. Debenture holders are, therefore, general creditors whose claims are protected by property not otherwise pledged. In practice, the use of debentures depends both on the nature of the firm’s assets and on its general credit strength. Extremely strong companies such as AT&T often use debentures; they simply do not need to put up property as security for their debt. Debentures are also issued by weak companies that have already pledged most of their assets as collateral for mortgage loans. In this latter case, the debentures are quite risky, and they will bear a high interest rate. The term subordinate means “below,” or “inferior to,” and, in the event of bankruptcy, subordinated debt has claims on assets only after senior debt has been paid off. Subordinated debentures may be subordinated either to designated notes payable (usually bank loans) or to all other debt. In the event of liquida- B O N D S A N D T H E I R VA L U AT I O N S&P DEVELOPS CRITERIA TO DETERMINE BOND RATINGS FOR INTERNET FIRMS D etermining credit quality is always difficult, and this is particularly true for Internet firms. In a recent report, Standard and Poor’s (S&P) highlighted some of the special challenges these firms pose. First, many Internet firms are emphasizing long-term growth as opposed to current profitability. While this focus may be desirable for shareholders, the lack of profitability creates additional risk for bondholders, which is a negative for bond ratings. On the other hand, many Internet firms have cash-rich balance sheets as a result of high IPO prices, and this cash can be used as a cushion to pay bills and meet interest payments. S&P’s report outlines other factors on which it focuses when evaluating Internet firms. Here is a partial list: ■ Brand recognition: Companies with well-established brand names are more likely to survive, hence they receive higher ratings. ■ ■ ■ Revenue diversity: Companies whose revenues are not tied to a single idea or product generally have less risk and better ratings. Potential competition: S&P attempts to evaluate potential entrants into the company’s line of business. Those with loyal customers and fewer outside threats receive higher ratings. Long-run sustainability of the basic business model: This is the most important factor, but the hardest to estimate. SOURCE: “New Ratings Criteria for Internet Firms,” Standard & Poor’s CreditWeek, June 23, 1999, 22–25. tion or reorganization, holders of subordinated debentures cannot be paid until all senior debt, as named in the debentures’ indenture, has been paid. Precisely how subordination works, and how it strengthens the position of senior debtholders, is explained in detail in Appendix 8B. B O N D R AT I N G S Investment Grade Bonds Bonds rated triple-B or higher; many banks and other institutional investors are permitted by law to hold only investment grade bonds. Junk Bond A high-risk, high-yield bond. Since the early 1900s, bonds have been assigned quality ratings that reflect their probability of going into default. The three major rating agencies are Moody’s Investors Service (Moody’s), Standard & Poor’s Corporation (S&P), and Fitch Investors Service. Moody’s and S&P’s rating designations are shown in Table 8-1.14 The triple- and double-A bonds are extremely safe. Single-A and triple-B bonds are also strong enough to be called investment grade bonds, and they are the lowest-rated bonds that many banks and other institutional investors are permitted by law to hold. Double-B and lower bonds are speculative, or junk bonds. These bonds have a significant probability of going into default. A later section discusses junk bonds in more detail. 14 In the discussion to follow, reference to the S&P rating is intended to imply the Moody’s and Fitch’s ratings as well. Thus, triple-B bonds mean both BBB and Baa bonds; double-B bonds mean both BB and Ba bonds; and so on. D E F A U LT R I S K 375 TABLE Moody’s and S&P Bond Ratings 8-1 INVESTMENT GRADE JUNK BONDS Moody’s Aaa Aa A Baa Ba B Caa C S&P AAA AA A BBB BB B CCC D NOTE: Both Moody’s and S&P use “modifiers” for bonds rated below triple-A. S&P uses a plus and minus system; thus, A# designates the strongest A-rated bonds and A$ the weakest. Moody’s uses a 1, 2, or 3 designation, with 1 denoting the strongest and 3 the weakest; thus, within the double-A category, Aa1 is the best, Aa2 is average, and Aa3 is the weakest. Bond Rating Criteria Bond ratings are based on both qualitative and quantitative factors, some of which are listed below: 1. Various ratios, including the debt ratio and the times-interest-earned ratio. The better the ratios, the higher the rating. 2. Mortgage provisions: Is the bond secured by a mortgage? If it is, and if the property has a high value in relation to the amount of bonded debt, the bond’s rating is enhanced. 3. Subordination provisions: Is the bond subordinated to other debt? If so, it will be rated at least one notch below the rating it would have if it were not subordinated. Conversely, a bond with other debt subordinated to it will have a somewhat higher rating. 4. Guarantee provisions: Some bonds are guaranteed by other firms. If a weak company’s debt is guaranteed by a strong company (usually the weak company’s parent), the bond will be given the strong company’s rating. 5. Sinking fund: Does the bond have a sinking fund to ensure systematic repayment? This feature is a plus factor to the rating agencies. 6. Maturity: Other things the same, a bond with a shorter maturity will be judged less risky than a longer-term bond, and this will be reflected in the ratings. 7. Stability: Are the issuer’s sales and earnings stable? 8. Regulation: Is the issuer regulated, and could an adverse regulatory climate cause the company’s economic position to decline? Regulation is especially important for utilities and telephone companies. 9. Antitrust: Are any antitrust actions pending against the firm that could erode its position? 10. Overseas operations: What percentage of the firm’s sales, assets, and profits are from overseas operations, and what is the political climate in the host countries? 11. Environmental factors: Is the firm likely to face heavy expenditures for pollution control equipment? 12. Product liability: Are the firm’s products safe? The tobacco companies today are under pressure, and so are their bond ratings. 376 CHAPTER 8 ■ B O N D S A N D T H E I R VA L U AT I O N 13. Pension liabilities: Does the firm have unfunded pension liabilities that could pose a future problem? 14. Labor unrest: Are there potential labor problems on the horizon that could weaken the firm’s position? As this is written, a number of airlines face this problem, and it has caused their ratings to be lowered. 15. Accounting policies: If a firm uses relatively conservative accounting policies, its reported earnings will be of “higher quality” than if it uses less conservative procedures. Thus, conservative accounting policies are a plus factor in bond ratings. Representatives of the rating agencies have consistently stated that no precise formula is used to set a firm’s rating; all the factors listed, plus others, are taken into account, but not in a mathematically precise manner. Statistical studies have borne out this contention, for researchers who have tried to predict bond ratings on the basis of quantitative data have had only limited success, indicating that the agencies use subjective judgment when establishing a firm’s rating.15 Nevertheless, as we see in Table 8-2, there is a strong correlation between bond ratings and many of the ratios that we described in Chapter 3. Not surprisingly, companies with lower debt ratios, higher free cash flow to debt, higher returns on invested capital, higher EBITDA coverage ratios, and higher timesinterest-earned (TIE) ratios typically have higher bond ratings. Importance of Bond Ratings Bond ratings are important both to firms and to investors. First, because a bond’s rating is an indicator of its default risk, the rating has a direct, measurable influence on the bond’s interest rate and the firm’s cost of debt. Second, 15 TABLE 8-2 See Ahmed Belkaoui, Industrial Bonds and the Rating Process (London: Quorum Books, 1983). Bond Rating Criteria; Three-Year (1997–1999) Median Financial Ratios for Different Bond Rating Classifications Times-interest-earned (EBIT/Interest) EBITDA interest coverage (EBITDA/Interest) AAA AA 17.5" 10.8" 21.8 14.6 A 6.8" BBB 3.9" BB 2.3" B 1.0" CCC 0.2" 9.6 6.1 3.8 55.8% 46.1% 30.5% 19.2% 55.4 24.6 15.6 6.6 1.9 Return on capital 28.2 22.9 19.9 14.0 11.7 7.2 0.5 Operating income/Salesa 29.2 21.3 18.3 15.3 15.4 11.2 13.6 Long-term debt/Total capital 15.2 26.4 32.5 41.0 55.8 70.7 80.3 Total debt/Total capital 26.9 35.6 40.1 47.4 61.3 74.6 89.4 Net cash flow/Total debt 105.8% Free cash flow/Total debt 2.0 1.4 9.4% 5.8% (4.5) (14.0) NOTE: a Operating income here is defined as sales minus cost of goods manufactured (before depreciation and amortization), selling, general and administrative, and research and development costs. SOURCE: “Adjusted Key U.S. Industrial Financial Ratios,” Standard & Poor’s CreditWeek, September 20, 2000, 39–44. D E F A U LT R I S K 377 most bonds are purchased by institutional investors rather than individuals, and many institutions are restricted to investment-grade securities. Thus, if a firm’s bonds fall below BBB, it will have a difficult time selling new bonds because many potential purchasers will not be allowed to buy them. As a result of their higher risk and more restricted market, lower-grade bonds have higher required rates of return, kd, than high-grade bonds. Figure 8-4 illustrates this point. In each of the years shown on the graph, U.S. government bonds have had the lowest yields, AAAs have been next, and BBB bonds have had the highest yields. The figure also shows that the gaps between yields on the three types of bonds vary over time, indicating that the cost differentials, or risk premiums, fluctuate from year to year. This point is highlighted in Figure 8-5, which gives the yields on the three types of bonds and the risk premiums for AAA and BBB bonds in June 1963 and September 2000.16 Note first that the risk-free rate, or vertical axis intercept, rose 1.8 percentage points from 1963 to 2000, primarily reflecting the increase in realized and anticipated inflation. Second, the slope of the line has increased since 1963, indicating an increase in investors’ risk aversion. Thus, the penalty for having a low credit rating varies over time. Occasionally, as in 1963, the penalty is quite small, but at other times it is large. These slope differences reflect investors’ aversion to risk. Changes in Ratings Changes in a firm’s bond rating affect both its ability to borrow long-term capital and the cost of that capital. Rating agencies review outstanding bonds on a periodic basis, occasionally upgrading or downgrading a bond as a result of its issuer’s changed circumstances. For example, the September 13, 2000, issue of Standard & Poor’s CreditWeek reported that Michaels Stores Inc.’s senior unsecured debt had been raised from BB$ to BB. Michaels is the leading retailer of arts and crafts, and the rating upgrade reflects its improving performance measures and captial structure resulting from the redemption of $96.9 million convertible subordinated notes. The September 27, 2000, issue reported the downgrade of Loews Cineplex Entertainment Corp.’s bank loan and corporate credit ratings from B to CCC#. This downgrade reflects the company’s weak operating performance, deteriorating credit measures, and an announcement that it was in violation of certain financial covenants. The firm is in the process of negotiating with its bank group to resolve the covenant violation, and it is seeking additional capital to meet financing commitments. 16 The term risk premium ought to reflect only the difference in expected (and required) returns between two securities that results from differences in their risk. However, the differences between yields to maturity on different types of bonds consist of (1) a true risk premium; (2) a liquidity premium, which reflects the fact that U.S. Treasury bonds are more readily marketable than most corporate bonds; (3) a call premium, because most Treasury bonds are not callable whereas corporate bonds are; and (4) an expected loss differential, which reflects the probability of loss on the corporate bonds. As an example of the last point, suppose the yield to maturity on a BBB bond was 8.4 percent versus 5.8 percent on government bonds, but there was a 5 percent probability of total default loss on the corporate bond. In this case, the expected return on the BBB bond would be 0.95(8.4%) # 0.05(0%) ! 8.0%, and the risk premium would be 2.2 percent, not the full 2.6 percentage points difference in “promised” yields to maturity. Because of all these points, the risk premiums given in Figure 8-5 overstate somewhat the true (but unmeasurable) theoretical risk premiums. 378 CHAPTER 8 ■ B O N D S A N D T H E I R VA L U AT I O N FIGURE Yields on Selected Long-Term Bonds, 1960–2000 8-4 Percent 16 16 14 14 12 12 Corporate BBB 10 8 10 Corporate AAA 8 Wide Spread Narrow Spread 6 6 U.S. Government 4 4 2 1960 2 1965 1970 1975 1980 1985 1990 1995 2000 SOURCES: Federal Reserve Board, Historical Chart Book, 1983, and Federal Reserve Bulletin, various issues. D E F A U LT R I S K 379 FIGURE Relationship between Bond Ratings and Bond Yields, 1963 and 2000 8-5 Rate of Return (%) 2000 9.0 8.0 RPBBB = 2.6% 7.0 6.0 RPAAA = 1.8% 5.0 1963 RPBBB = 0.8% 4.0 RPAAA = 0.2% U.S. Treasury Bonds LONG-TERM GOVERNMENT BONDS (DEFAULT-FREE) (1) AAA BBB Bond Ratings RISK PREMIUMS AAA CORPORATE BONDS (2) BBB CORPORATE BONDS (3) AAA BBB (4) ! (2) " (1) (5) ! (3) " (1) June 1963 4.0% 4.2% 4.8% 0.2% 0.8% September 2000 5.8 7.6 8.4 1.8 2.6 RPAAA ! risk premium on AAA bonds. RPBBB ! risk premium on BBB bonds. SOURCES: Federal Reserve Bulletin, December 1963, and Federal Reserve Bank of St. Louis, Selected Interest Rates and U.S. Financial Data. JUNK BONDS Prior to the 1980s, fixed-income investors such as pension funds and insurance companies were generally unwilling to buy risky bonds, so it was almost impossible for risky companies to raise capital in the public bond markets. Then, in the late 1970s, Michael Milken of the investment banking firm Drexel Burnham Lambert, relying on historical studies which showed that risky bonds yielded more than enough to compensate for their risk, began to convince institutional investors of the merits of purchasing risky debt. Thus was born the “junk bond,” a high-risk, high-yield bond issued to finance a leveraged buyout, a merger, or a troubled company.17 For example, Public Service of New Hampshire financed 17 Another type of junk bond is one that was highly rated when it was issued but whose rating has fallen because the issuing corporation has fallen on hard times. Such bonds are called “fallen angels.” 380 CHAPTER 8 ■ B O N D S A N D T H E I R VA L U AT I O N SANTA FE BONDS FINALLY MATURE AFTER 114 YEARS I n 1995, Santa Fe Pacific Company made the final payment on some outstanding bonds that were originally issued in 1881! While the bonds were paid off in full, their history has been anything but routine. Since the bonds were issued in 1881, investors have seen Santa Fe go through two bankruptcy reorganizations, two depressions, several recessions, two world wars, and the collapse of the gold standard. Through it all, the company remained intact, although ironically it did agree to be acquired by Burlington Northern just prior to the bonds’ maturity. When the bonds were issued in 1881, they had a 6 percent coupon. After a promising start, competition in the railroad business, along with the Depression of 1893, dealt a crippling one-two punch to the company’s fortunes. After two bankruptcy reorganizations — and two new management teams — the company got back on its feet, and in 1895 it replaced the original bonds with new 100-year bonds. The new bonds, sanctioned by the Bankruptcy Court, matured in 1995 and carried a 4 percent coupon. However, they also had a wrinkle that was in effect until 1900 — the company could skip the coupon payment if, in management’s opinion, earnings were not sufficiently high to service the debt. After 1900, the company could no longer just ignore the coupon, but it did have the option of deferring the payments if management deemed deferral necessary. In the late 1890s, Santa Fe did skip the interest, and the bonds sold at an all-time low of $285 (28.5% of par) in 1896. The bonds reached a peak in 1946, when they sold for $1,312.50 in the strong, low interest rate economy after World War II. Interestingly, the bonds’ principal payment was originally pegged to the price of gold, meaning that the principal received at maturity would increase if the price of gold increased. This type of contract was declared invalid in 1933 by President Roosevelt and Congress, and the decision was upheld by the Supreme Court in a 5–4 vote. If just one Supreme Court justice had gone the other way, then, due to an increase in the price of gold, the bonds would have been worth $18,626 rather than $1,000 when they matured in 1995! In many ways, the saga of the Santa Fe bonds is a testament to the stability of the U.S. financial system. On the other hand, it illustrates the many types of risks that investors face when they purchase long-term bonds. Investors in the 100-year bonds issued by Disney and Coca-Cola, among others, should perhaps take note. construction of its troubled Seabrook nuclear plant with junk bonds, and junk bonds were used by Ted Turner to finance the development of CNN and Turner Broadcasting. In junk bond deals, the debt ratio is generally extremely high, so the bondholders must bear as much risk as stockholders normally would. The bonds’ yields reflect this fact — a promised return of 25 percent per annum was required to sell the Public Service of New Hampshire bonds. The emergence of junk bonds as an important type of debt is another example of how the investment banking industry adjusts to and facilitates new developments in capital markets. In the 1980s, mergers and takeovers increased dramatically. People like T. Boone Pickens and Henry Kravis thought that certain oldline, established companies were run inefficiently and were financed too conservatively, and they wanted to take these companies over and restructure them. Michael Milken and his staff at Drexel Burnham Lambert began an active campaign to persuade certain institutions (often S&Ls) to purchase high-yield bonds. Milken developed expertise in putting together deals that were attractive to the institutions yet feasible in the sense that projected cash flows were sufficient to meet the required interest payments. The fact that interest on the bonds was tax deductible, combined with the much higher debt ratios of the restructured firms, also increased after-tax cash flows and helped make the deals feasible. The development of junk bond financing has done much to reshape the U.S. financial scene. The existence of these securities contributed to the loss of independence of Gulf Oil and hundreds of other companies, and it led to major shake-ups in such companies as CBS, Union Carbide, and USX (formerly U.S. D E F A U LT R I S K 381 Steel). It also caused Drexel Burnham Lambert to leap from essentially nowhere in the 1970s to become the most profitable investment banking firm during the 1980s. The phenomenal growth of the junk bond market was impressive, but controversial. In 1989, Drexel Burnham Lambert was forced into bankruptcy, and “junk bond king” Michael Milken, who had earned $500 million two years earlier, was sent to jail. Those events led to the collapse of the junk bond market in the early 1990s. Since then, however, the junk bond market has rebounded, and junk bonds are here to stay as an important form of corporate financing. BANKRUPTCY AND R E O R G A N I Z AT I O N During recessions, bankruptcies normally rise, and the most recent recession (in 1991–1992) was no exception. The 1991–1992 casualties included Pan Am, Carter Hawley Hale Stores, Continental Airlines, R. H. Macy & Company, Zale Corporation, and McCrory Corporation. Because of its importance, at least a brief discussion of bankruptcy is warranted within the chapter, and a more detailed discussion is presented in Appendix 8B. When a business becomes insolvent, it does not have enough cash to meet its interest and principal payments. A decision must then be made whether to dissolve the firm through liquidation or to permit it to reorganize and thus stay alive. These issues are addressed in Chapters 7 and 11 of the federal bankruptcy statutes, and the final decision is made by a federal bankruptcy court judge. The decision to force a firm to liquidate versus permit it to reorganize depends on whether the value of the reorganized firm is likely to be greater than the value of the firm’s assets if they are sold off piecemeal. In a reorganization, the firm’s creditors negotiate with management on the terms of a potential reorganization. The reorganization plan may call for a restructuring of the firm’s debt, in which case the interest rate may be reduced, the term to maturity lengthened, or some of the debt may be exchanged for equity. The point of the restructuring is to reduce the financial charges to a level that the firm’s cash flows can support. Of course, the common stockholders also have to give up something — they often see their position diluted as a result of additional shares being given to debtholders in exchange for accepting a reduced amount of debt principal and interest. A trustee may be appointed by the court to oversee the reorganization, but generally the existing management is allowed to retain control. Liquidation occurs if the company is deemed to be too far gone to be saved — if it is worth more dead than alive. If the bankruptcy court orders a liquidation, assets are sold off and the cash obtained is distributed as specified in Chapter 7 of the Bankruptcy Act. Here is the priority of claims: 1. Secured creditors are entitled to the proceeds from the sale of the specific property that was used to support their loans. 2. The trustee’s costs of administering and operating the bankrupt firm are next in line. 3. Expenses incurred after bankruptcy was filed come next. 382 CHAPTER 8 ■ B O N D S A N D T H E I R VA L U AT I O N 4. Wages due workers, up to a limit of $2,000 per worker, follow. 5. Claims for unpaid contributions to employee benefit plans are next. This amount, together with wages, cannot exceed $2,000 per worker. 6. Unsecured claims for customer deposits up to $900 per customer are sixth in line. 7. Federal, state, and local taxes due come next. 8. Unfunded pension plan liabilities are next. (Limitations exist as specified in Appendix 8B.) 9. General unsecured creditors are ninth on the list. 10. Preferred stockholders come next, up to the par value of their stock. 11. Common stockholders are finally paid, if anything is left, which is rare. Appendix 8B provides an illustration of how a firm’s assets are distributed after it has been liquidated. For now, you should know (1) that the federal bankruptcy statutes govern both reorganization and liquidation, (2) that bankruptcies occur frequently, and (3) that a priority of the specified claims must be followed when distributing the assets of a liquidated firm. SELF-TEST QUESTIONS Differentiate between mortgage bonds and debentures. Name the major rating agencies, and list some factors that affect bond ratings. Why are bond ratings important both to firms and to investors? For what purposes have junk bonds typically been used? Differentiate between a Chapter 7 liquidation and a Chapter 11 reorganization. When would each be used? List the priority of claims for the distribution of a liquidated firm’s assets. BOND MARKETS Corporate bonds are traded primarily in the over-the-counter market. Most bonds are owned by and traded among the large financial institutions (for example, life insurance companies, mutual funds, and pension funds, all of which deal in very large blocks of securities), and it is relatively easy for the over-thecounter bond dealers to arrange the transfer of large blocks of bonds among the relatively few holders of the bonds. It would be much more difficult to conduct similar operations in the stock market among the literally millions of large and small stockholders, so a higher percentage of stock trades occur on the exchanges. Information on bond trades in the over-the-counter market is not published, but a representative group of bonds is listed and traded on the bond division of BOND MARKETS 383 FIGURE 8-6 NYSE Bond Market Transactions, October 10, 2000 C O R P O R AT I O N B O N D S VOLUME $8,119,000 BONDS BellsoT 61⁄ 403 3 CUR YLD VOL CLOSE NET CHG. 6.4 10 983⁄ 8 $3⁄ 8 3 BellsoT 6 ⁄ 804 6.5 25 98 ⁄ 4 #3⁄ 4 BellsoT 57⁄ 809 6.5 20 905⁄ 8 $1⁄ 2 BellsoT 7s25 7.5 50 BellsoT 81⁄ 432 8.2 20 101 $1⁄ 2 . . . 8.1 30 93 #7⁄ 8 1 BellsoT 7 ⁄ 233 1 93 ⁄ 4 SOURCE: The Wall Street Journal, October 11, 2000, C13. the NYSE. Figure 8-6 gives a section of the bond market page of The Wall Street Journal for trading on October 10, 2000. A total of 146 issues were traded on that date, but we show only the bonds of BellSouth Telecommunications. Note that BellSouth Telecommunications had six different bonds that were traded on October 10. The company actually had more than 10 bond issues outstanding, but several of them did not trade on that date. The bonds of BellSouth and other companies can have various denominations, but for convenience we generally think of each bond as having a par value of $1,000 — this is how much per bond the company borrowed and how much it must someday repay. However, since other denominations are possible, for trading and reporting purposes bonds are quoted as percentages of par. Looking at the fourth bond listed in the data in Figure 8-6, we see that there is a 7 just after the company’s name; this indicates that the bond is of the series that pays 7 percent interest, or 0.07($1,000) ! $70.00 of interest per year. The 7 percent is the bond’s coupon rate. The BellSouth Telecommunications bonds, and all the others listed in the Journal, pay interest semiannually, so all rates are nominal, not EAR rates. The 25 which comes next indicates that this bond matures and must be repaid in the year 2025; it is not shown in the figure, but this bond was issued in 1995, so it had a 30-year original maturity. The 7.5 in the second column is the bond’s current yield: Current yield ! $70.00/$932.50 ! 7.51%, rounded to 7.5 percent. The 50 in the third column indicates that 50 of these bonds were traded on October 10, 2000. Since the price shown in the fourth column is expressed as a percentage of par, the bond closed at 93.25 percent, which translates to $932.50, down 0.5 percent from the previous close. Coupon rates are generally set at levels that reflect the “going rate of interest” on the day a bond is issued. If the rates were set lower, investors simply would not buy the bonds at the $1,000 par value, so the company could not borrow the money it needed. Thus, bonds generally sell at their par values on 384 CHAPTER 8 ■ B O N D S A N D T H E I R VA L U AT I O N FIGURE BellSouth Telecommunications 7%, 30-Year Bond: Market Value as Interest Rates Change 8-7 Bond Value ($) 1,200 Actual Price of the 7% Coupon Bond 1,100 1,000 900 0 1995 Bond’s Projected Price if Interest Rates Remain Constant from 2000 to 2025 2000 2005 2010 2015 2020 2025 Years NOTE: The line from 2000 to 2025 appears linear, but it actually has a slight upward curve. the day they are issued, but their prices fluctuate thereafter as interest rates change. As shown in Figure 8-7, the BellSouth Telecommunications bonds initially sold at par. The bonds rose above par in 1995 when interest rates dipped below 7 percent, but then fell below par in 1996 when interest rates rose. Over the next four years this pattern was repeated: The price rose above par in 1997 and 1998 when interest rates fell, but the price fell again in 1999 and 2000 after another increase in interest rates. The dashed line in Figure 8-7 shows the projected price of the bonds, in the unlikely event that interest rates remain constant from 2000 to 2025. Looking at the actual and projected price history of these bonds, we see (1) the inverse relationship between interest rates and bond values and (2) the fact that bond values approach their par values as their maturiy date approaches. SELF-TEST QUESTIONS Why do most bond trades occur in the over-the-counter market? If a bond issue is to be sold at par, how will its coupon rate be determined? BOND MARKETS 385 This chapter described the different types of bonds governments and corporations issue, explained how bond prices are established, and discussed how investors estimate the rates of return they can expect to earn. We also discussed the various types of risks that investors face when they buy bonds. It is important to remember that when an investor purchases a company’s bonds, that investor is providing the company with capital. Therefore, when a firm issues bonds, the return that investors receive represents the cost of debt financing for the issuing company. This point is emphasized in Chapter 10, where the ideas developed in this chapter are used to help determine a company’s overall cost of capital, which is a basic component in the capital budgeting process. The key concepts covered in this chapter are listed below: ■ ■ ■ ■ ■ ■ A bond is a long-term promissory note issued by a business or governmental unit. The issuer receives money in exchange for promising to make interest payments and to repay the principal on a specified future date. Some recent innovations in long-term financing include zero coupon bonds, which pay no annual interest but which are issued at a discount; floating rate debt, whose interest payments fluctuate with changes in the general level of interest rates; and junk bonds, which are high-risk, highyield instruments issued by firms with very high debt ratios. A call provision gives the issuing corporation the right to redeem the bonds prior to maturity under specified terms, usually at a price greater than the maturity value (the difference is a call premium). A firm will typically call a bond if interest rates fall substantially below the coupon rate. A sinking fund is a provision that requires the corporation to retire a portion of the bond issue each year. The purpose of the sinking fund is to provide for the orderly retirement of the issue. A sinking fund typically requires no call premium. The value of a bond is found as the present value of an annuity (the interest payments) plus the present value of a lump sum (the principal). The bond is evaluated at the appropriate periodic interest rate over the number of periods for which interest payments are made. The equation used to find the value of an annual coupon bond is: N INT M VB ! a . t # (1 # k d )N t!1 (1 # k d ) ■ 386 CHAPTER 8 ■ An adjustment to the formula must be made if the bond pays interest semiannually: divide INT and kd by 2, and multiply N by 2. The return earned on a bond held to maturity is defined as the bond’s yield to maturity (YTM). If the bond can be redeemed before maturity, it is callable, and the return investors receive if it is called is defined as the yield to call (YTC). The YTC is found as the present value of the interest payments received while the bond is outstanding plus the present value of the call price (the par value plus a call premium). B O N D S A N D T H E I R VA L U AT I O N 8-7 c. A change in the bankruptcy code makes it more difficult for bondholders to receive payments in the event a firm declares bankruptcy. d. The economy enters a recession. e. The bonds become subordinated to another debt issue. Assume that you have a short investment horizon (that is, less than one year). You are considering two investments: a 1-year Treasury security and a 20-year Treasury security. Which of the two investments would you view as being more risky? SELF-TEST PROBLEMS ST-1 Key terms ST-2 Bond valuation ST-3 Sinking fund 388 CHAPTER 8 ■ (SOLUTIONS APPEAR IN APPENDIX B) Define each of the following terms: a. Bond; Treasury bond; corporate bond; municipal bond; foreign bond b. Par value; maturity date; original maturity c. Coupon payment; coupon interest rate d. Floating rate bond e. Premium bond; discount bond f. Current yield (on a bond); yield to maturity (YTM); yield to call (YTC) g. Reinvestment rate risk; interest rate risk; investment horizon h. Default risk i. Mortgage bond j. Debenture; subordinated debenture k. Convertible bond; warrant; income bond; indexed, or purchasing power, bond l. Call provision; sinking fund provision; indenture m. Zero coupon bond; original issue discount (OID) bond n. Junk bond; investment grade bonds The Pennington Corporation issued a new series of bonds on January 1, 1978. The bonds were sold at par ($1,000), have a 12 percent coupon, and mature in 30 years, on December 31, 2007. Coupon payments are made semiannually (on June 30 and December 31). a. What was the YTM of Pennington’s bonds on January 1, 1978? b. What was the price of the bond on January 1, 1983, 5 years later, assuming that the level of interest rates had fallen to 10 percent? c. Find the current yield and capital gains yield on the bond on January 1, 1983, given the price as determined in part b. d. On July 1, 2001, Pennington’s bonds sold for $916.42. What was the YTM at that date? e. What were the current yield and capital gains yield on July 1, 2001? f. Now, assume that you purchased an outstanding Pennington bond on March 1, 2001, when the going rate of interest was 15.5 percent. How large a check must you have written to complete the transaction? This is a hard question! (Hint: PVIFA7.75%,13 ! 8.0136 and PVIF7.75%,13 ! 0.3789.) The Vancouver Development Company has just sold a $100 million, 10-year, 12 percent bond issue. A sinking fund will retire the issue over its life. Sinking fund payments are of equal amounts and will be made semiannually, and the proceeds will be used to retire bonds as the payments are made. Bonds can be called at par for sinking fund purposes, or the funds paid into the sinking fund can be used to buy bonds in the open market. a. How large must each semiannual sinking fund payment be? b. What will happen, under the conditions of the problem thus far, to the company’s debt service requirements per year for this issue over time? c. Now suppose Vancouver Development set up its sinking fund so that equal annual amounts, payable at the end of each year, are paid into a sinking fund trust held by a bank, with the proceeds being used to buy government bonds that pay 9 percent interest. The payments, plus accumulated interest, must total $100 million at the end of 10 years, and the proceeds will be used to retire the bonds at that time. How large must the annual sinking fund payment be now? d. What are the annual cash requirements for covering bond service costs under the trusteeship arrangement described in part c? (Note: Interest must be paid on Vancouver’s outstanding bonds but not on bonds that have been retired.) e. What would have to happen to interest rates to cause the company to buy bonds on the open market rather than call them under the original sinking fund plan? B O N D S A N D T H E I R VA L U AT I O N S TA R T E R P R O B L E M S 8-1 Bond valuation 8-2 Financial calculator needed; Yield to maturity 8-3 Financial calculator needed; Yield to maturity and call 8-4 Current yield 8-5 Financial calculator needed; Bond valuation 8-6 Financial calculator needed; Current yield and yield to maturity Callaghan Motors’ bonds have 10 years remaining to maturity. Interest is paid annually, the bonds have a $1,000 par value, and the coupon interest rate is 8 percent. The bonds have a yield to maturity of 9 percent. What is the current market price of these bonds? Wilson Wonders’ bonds have 12 years remaining to maturity. Interest is paid annually, the bonds have a $1,000 par value, and the coupon interest rate is 10 percent. The bonds sell at a price of $850. What is their yield to maturity? Thatcher Corporation’s bonds will mature in 10 years. The bonds have a face value of $1,000 and an 8 percent coupon rate, paid semiannually. The price of the bonds is $1,100. The bonds are callable in 5 years at a call price of $1,050. What is the yield to maturity? What is the yield to call? Heath Foods’ bonds have 7 years remaining to maturity. The bonds have a face value of $1,000 and a yield to maturity of 8 percent. They pay interest annually and have a 9 percent coupon rate. What is their current yield? Nungesser Corporation has issued bonds that have a 9 percent coupon rate, payable semiannually. The bonds mature in 8 years, have a face value of $1,000, and a yield to maturity of 8.5 percent. What is the price of the bonds? A bond that matures in 10 years sells for $985. The bond has a face value of $1,000 and a 7 percent annual coupon. a. What is the bond’s current yield? b. What is the bond’s yield to maturity (YTM)? c. Assume that the yield to maturity remains constant for the next 3 years. What will be the price of the bond 3 years from today? EXAM-TYPE PROBLEMS 8-7 Bond valuation 8-8 Yield to maturity 8-9 Yield to call 8-10 Financial calculator needed; Bond yields 8-11 Financial calculator needed; Current yield and yield to maturity The problems included in this section are set up in such a way that they could be converted to multiple-choice exam problems. The Garraty Company has two bond issues outstanding. Both bonds pay $100 annual interest plus $1,000 at maturity. Bond L has a maturity of 15 years, and Bond S a maturity of 1 year. a. What will be the value of each of these bonds when the going rate of interest is (1) 5 percent, (2) 8 percent, and (3) 12 percent? Assume that there is only one more interest payment to be made on Bond S. b. Why does the longer-term (15-year) bond fluctuate more when interest rates change than does the shorter-term bond (1-year)? The Heymann Company’s bonds have 4 years remaining to maturity. Interest is paid annually; the bonds have a $1,000 par value; and the coupon interest rate is 9 percent. a. What is the yield to maturity at a current market price of (1) $829 or (2) $1,104? b. Would you pay $829 for one of these bonds if you thought that the appropriate rate of interest was 12 percent — that is, if kd ! 12%? Explain your answer. Six years ago, The Singleton Company sold a 20-year bond issue with a 14 percent annual coupon rate and a 9 percent call premium. Today, Singleton called the bonds. The bonds originally were sold at their face value of $1,000. Compute the realized rate of return for investors who purchased the bonds when they were issued and who surrender them today in exchange for the call price. A 10-year, 12 percent semiannual coupon bond, with a par value of $1,000, may be called in 4 years at a call price of $1,060. The bond sells for $1,100. (Assume that the bond has just been issued.) a. What is the bond’s yield to maturity? b. What is the bond’s current yield? c. What is the bond’s capital gain or loss yield? d. What is the bond’s yield to call? A bond that matures in 6 years has an 8 percent coupon rate, semiannual payments, a face value of $1,000, and a 7.7 percent current yield. What is the bond’s nominal yield to maturity (YTM)? EXAM-TYPE PROBLEMS 389 8-12 Financial calculator needed; Yield to maturity 8-13 Financial calculator needed; Current yield 8-14 Nominal interest rate You just purchased a bond that matures in 5 years. The bond has a face value of $1,000, an 8 percent annual coupon, and has a current yield of 8.21 percent. What is the bond’s yield to maturity (YTM)? A bond that matures in 7 years sells for $1,020. The bond has a face value of $1,000 and a yield to maturity of 10.5883 percent. The bond pays coupons semiannually. What is the bond’s current yield? Lloyd Corporation’s 14 percent coupon rate, semiannual payment, $1,000 par value bonds, which mature in 30 years, are callable 5 years from now at a price of $1,050. The bonds sell at a price of $1,353.54, and the yield curve is flat. Assuming that interest rates in the economy are expected to remain at their current level, what is the best estimate of Lloyd’s nominal interest rate on new bonds? PROBLEMS 8-15 Bond valuation 8-16 Bond reporting 8-17 Discount bond valuation 8-18 Yield to call 390 CHAPTER 8 ■ Suppose Ford Motor Company sold an issue of bonds with a 10-year maturity, a $1,000 par value, a 10 percent coupon rate, and semiannual interest payments. a. Two years after the bonds were issued, the going rate of interest on bonds such as these fell to 6 percent. At what price would the bonds sell? b. Suppose that, 2 years after the initial offering, the going interest rate had risen to 12 percent. At what price would the bonds sell? c. Suppose that the conditions in part a existed — that is, interest rates fell to 6 percent 2 years after the issue date. Suppose further that the interest rate remained at 6 percent for the next 8 years. What would happen to the price of the Ford Motor Company bonds over time? Look up the prices of American Telephone & Telegraph’s (AT&T) bonds in The Wall Street Journal (or some other newspaper that provides this information). a. If AT&T were to sell a new issue of $1,000 par value long-term bonds, approximately what coupon interest rate would it have to set on the bonds if it wanted to bring them out at par? b. If you had $10,000 and wanted to invest it in AT&T, what return would you expect to get if you bought AT&T’s bonds? Assume that in February 1970 the Los Angeles Airport Authority issued a series of 3.4 percent, 30-year bonds. Interest rates rose substantially in the years following the issue, and as they did, the price of the bonds declined. Also, assume in February 1983, 13 years later, the price of the bonds had dropped from $1,000 to $650. In answering the following questions, assume that the bond requires annual interest payments. a. Each bond originally sold at its $1,000 par value. What was the yield to maturity of these bonds when they were issued? b. Calculate the yield to maturity in February 1983. c. Assume that interest rates stabilized at the 1983 level and stayed there for the remainder of the life of the bonds. What would have been the bonds’ price in February 1998, when they had 2 years remaining to maturity? d. What was the price of the bonds the day before they matured in 2000? (Disregard the last interest payment.) e. In 1983, the Los Angeles Airport bonds were classified as “discount bonds.” What happens to the price of a discount bond as it approaches maturity? Is there a “builtin capital gain” on such bonds? f. The coupon interest payment divided by the market price of a bond is called the bond’s current yield. Assuming the conditions in part c, what would have been the current yield of a Los Angeles Airport bond (1) in February 1983 and (2) in February 1998? What would have been its capital gains yields and total yields (total yield equals yield to maturity) on those same two dates? It is now January 1, 2002, and you are considering the purchase of an outstanding Racette Corporation bond that was issued on January 1, 2000. The Racette bond has a 9.5 percent annual coupon and a 30-year original maturity (it matures on December 31, 2029). There is a 5-year call protection (until December 31, 2004), after which time the bond can be called at 109 (that is, at 109 percent of par, or $1,090). Interest rates have declined since the bond was issued, and the bond is now selling at 116.575 percent of B O N D S A N D T H E I R VA L U AT I O N 8-19 Financial calculator needed; Interest rate sensitivity 8-20 Financial calculator needed; Bond valuation par, or $1,165.75. You want to determine both the yield to maturity and the yield to call for this bond. (Note: The yield to call considers the effect of a call provision on the bond’s probable yield. In the calculation, we assume that the bond will be outstanding until the call date, at which time it will be called. Thus, the investor will have received interest payments for the call-protected period and then will receive the call price — in this case, $1,090 — on the call date.) a. What is the yield to maturity in 2002 for the Racette bond? What is its yield to call? b. If you bought this bond, which return do you think you would actually earn? Explain your reasoning. c. Suppose the bond had sold at a discount. Would the yield to maturity or the yield to call have been more relevant? A bond trader purchased each of the following bonds at a yield to maturity of 8 percent. Immediately after she purchased the bonds interest rates fell to 7 percent. What is the percentage change in the price of each bond after the decline in interest rates? Fill in the following table: PRICE @ 8% PRICE @ 7% PERCENTAGE CHANGE 10-year, 10% annual coupon !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! 10-year zero !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! 5-year zero !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! 30-year zero !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! $100 perpetuity !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! An investor has two bonds in his portfolio. Each bond matures in 4 years, has a face value of $1,000, and has a yield to maturity equal to 9.6 percent. One bond, Bond C, pays an annual coupon of 10 percent; the other bond, Bond Z, is a zero coupon bond. a. Assuming that the yield to maturity of each bond remains at 9.6 percent over the next 4 years, what will be the price of each of the bonds at the following time periods? Fill in the following table: t PRICE OF BOND C PRICE OF BOND Z 0 !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! 1 !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! 2 !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! 3 !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! 4 !!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!!!!! b. Plot the time path of the prices for each of the two bonds. SPREADSHEET PROBLEM 8-21 Bond valuation Rework Problem 8-10 using a spreadsheet model. After completing parts a through d, answer the following related questions. e. How would the price of the bond be affected by changing interest rates? (Hint: Conduct a sensitivity analysis of price to changes in the yield to maturity, which is also the going market interest rate for the bond. Assume that the bond will be called if and only if the going rate of interest falls below the coupon rate. That is an oversimplification, but assume it anyway for purposes of this problem.) f. Now assume that the date is 10/25/2001. Assume further that our 12 percent, 10year bond was issued on 7/1/2001, is callable on 7/1/2005 at $1,060, will mature on 6/30/2011, pays interest semiannually (January 1 and July 1), and sells for $1,100. Use your spreadsheet to find (1) the bond’s yield to maturity and (2) its yield to call. SPREADSHEET PROBLEM 391 8-22 Bonds and their valuation 392 CHAPTER 8 ■ The information related to the cyberproblems is likely to change over time, due to the release of new information and the ever-changing nature of the World Wide Web. With these changes in mind, we will periodically update these problems on the textbook’s web site. To avoid problems, please check for these updates before proceeding with the cyberproblems. All bonds have some common characteristics, but they do not always have the same contractual features. Differences in contractual provisions, and in the underlying strength of the companies backing the bonds, lead to major differences in bonds’ risks, prices, and expected returns. The risk investors are exposed to when buying a bond is in part gauged by bond rating agencies. The three major bond rating agencies are Moody’s, Standard & Poor’s, and Fitch’s. Bonds are assigned quality ratings that reflect their probability of default. Changes in a firm’s bond rating influence its ability to borrow long-term capital and the cost of that capital. Rating agencies review outstanding bonds on a periodic basis, occasionally upgrading or downgrading a bond because of changes in an issuer’s circumstances. Visit http://www.standardandpoors.com/ResourceCenter and answer the following questions: a. On what information are corporate issuer credit ratings based? To answer this question, click on “Ratings Definitions.” b. What do the following long-term issuer credit ratings mean: AAA, AA, A, BBB, CCC, and D? c. Some debt issues have a plus (#) or minus ($) after their letter rating. What does the plus (#) or ($) signify? d. How does Standard & Poor’s assign ratings to short-term debt issues? Compare the A-1, A-2, A-3, B, and C ratings to each other. e. What is CreditWatch? f. For what other types of issues does Standard & Poor’s offer ratings services? B O N D S A N D T H E I R VA L U AT I O N WESTERN MONEY MANAGEMENT INC. 8-23 Bond Valuation Robert Black and Carol Alvarez are vice-presidents of Western Money Management and codirectors of the company’s pension fund management division. A major new client, the California League of Cities, has requested that Western present an investment seminar to the mayors of the represented cities, and Black and Alvarez, who will make the actual presentation, have asked you to help them by answering the following questions. a. What are the key features of a bond? b. What are call provisions and sinking fund provisions? Do these provisions make bonds more or less risky? c. How is the value of any asset whose value is based on expected future cash flows determined? d. How is the value of a bond determined? What is the value of a 10-year, $1,000 par value bond with a 10 percent annual coupon if its required rate of return is 10 percent? e. (1) What would be the value of the bond described in part d if, just after it had been issued, the expected inflation rate rose by 3 percentage points, causing investors to require a 13 percent return? Would we now have a discount or a premium bond? (If you do not have a financial calculator, PVIF13%,10 ! 0.2946; PVIFA13%,10 ! 5.4262.) (2) What would happen to the bond’s value if inflation fell, and kd declined to 7 percent? Would we now have a premium or a discount bond? (3) What would happen to the value of the 10-year bond over time if the required rate of return remained at 13 percent, or if it remained at 7 percent? (Hint: With a financial calculator, enter PMT, I, FV, and N, and then change (override) N to see what happens to the PV as the bond approaches maturity.) f. (1) What is the yield to maturity on a 10-year, 9 percent, annual coupon, $1,000 par value bond that sells for $887.00? That sells for $1,134.20? What does the fact that a bond sells at a discount or at a premium tell you about the relationship between kd and the bond’s coupon rate? g. h. i. j. k. l. m. n. o. (2) What are the total return, the current yield, and the capital gains yield for the discount bond? (Assume the bond is held to maturity and the company does not default on the bond.) What is interest rate (or price) risk? Which bond has more interest rate risk, an annual payment 1-year bond or a 10-year bond? Why? What is reinvestment rate risk? Which has more reinvestment rate risk, a 1-year bond or a 10-year bond? How does the equation for valuing a bond change if semiannual payments are made? Find the value of a 10year, semiannual payment, 10 percent coupon bond if nominal kd ! 13%. (Hint: PVIF6.5%,20 ! 0.2838 and PVIFA6.5%,20 ! 11.0185.) Suppose you could buy, for $1,000, either a 10 percent, 10-year, annual payment bond or a 10 percent, 10-year, semiannual payment bond. They are equally risky. Which would you prefer? If $1,000 is the proper price for the semiannual bond, what is the equilibrium price for the annual payment bond? Suppose a 10-year, 10 percent, semiannual coupon bond with a par value of $1,000 is currently selling for $1,135.90, producing a nominal yield to maturity of 8 percent. However, the bond can be called after 4 years for a price of $1,050. (1) What is the bond’s nominal yield to call (YTC)? (2) If you bought this bond, do you think you would be more likely to earn the YTM or the YTC? Why? Does the yield to maturity represent the promised or expected return on the bond? These bonds were rated AA$ by S&P. Would you consider these bonds investment grade or junk bonds? What factors determine a company’s bond rating? If this firm were to default on the bonds, would the company be immediately liquidated? Would the bondholders be assured of receiving all of their promised payments? I N T E G R AT E D C A S E 393 8A ZERO COUPON BONDS To understand how zeros are used and analyzed, consider the zeros that are going to be issued by Vandenberg Corporation, a shopping center developer. Vandenberg is developing a new shopping center in San Diego, California, and it needs $50 million. The company does not anticipate major cash flows from the project for about five years. However, Pieter Vandenberg, the president, plans to sell the center once it is fully developed and rented, which should take about five years. Therefore, Vandenberg wants to use a financing vehicle that will not require cash outflows for five years, and he has decided on a five-year zero coupon bond, with a maturity value of $1,000. Vandenberg Corporation is an A-rated company, and A-rated zeros with five-year maturities yield 6 percent at this time (five-year coupon bonds also yield 6 percent). The company is in the 40 percent federal-plus-state tax bracket. Pieter Vandenberg wants to know the firm’s after-tax cost of debt if it uses 6 percent, five-year maturity zeros, and he also wants to know what the bond’s cash flows will be. Table 8A-1 provides an analysis of the situation, and the following numbered paragraphs explain the table itself. TABLE Analysis of a Zero Coupon Bond from Issuer’s Perspective 8A-1 BASIC DATA Maturity value $1,000 kd 6.00%, annual compounding Maturity 5 years Corporate tax rate 40.00% Issue price $747.26 ANALYSIS 0 (1) Year-end accrued value $747.26 1 2 3 4 $792.10 $839.62 $890.00 $943.40 $1,000.00 44.84 47.52 50.38 53.40 56.60 6% (2) Interest deduction (3) Tax savings (40%) (4) Cash flow to Vandenberg #747.26 After-tax cost of debt 17.94 19.01 20.15 21.36 22.64 #17.94 #19.01 #20.15 #21.36 $977.36 3.60% Face value of bonds the company must issue to raise $50 million ! Amount needed/Issue price as % of par ! $50,000,000/ 0.74726 ! $66,911,000. 394 APPENDIX 8A ■ 5 Years ZERO COUPON BONDS 1. The information in the “Basic Data” section, except the issue price, was given in the preceding paragraph, and the information in the “Analysis” section was calculated using the known data. The maturity value of the bond is always set at $1,000 or some multiple thereof. 2. The issue price is the PV of $1,000, discounted back five years at the rate kd ! 6%, annual compounding. Using the tables, we find PV ! $1,000(0.7473) ! $747.30. Using a financial calculator, we input N ! 5, I ! 6, PMT ! 0, and FV ! 1000, then press the PV key to find PV ! $747.26. Note that $747.26, compounded annually for five years at 6 percent, will grow to $1,000 as shown by the time line on Line 1 in Table 8A-1. 3. The accrued values as shown on Line 1 in the analysis section represent the compounded value of the bond at the end of each year. The accrued value for Year 0 is the issue price; the accrued value for Year 1 is found as $747.26(1.06) ! $792.10; the accrued value at the end of Year 2 is $747.26(1.06)2 ! $839.62; and, in general, the value at the end of any Year n is Accrued value at the end of Year n ! Issue price " (1 # kd)n. (8A-1) 4. The interest deduction as shown on Line 2 represents the increase in accrued value during the year. Thus, interest in Year 1 ! $792.10 $ $747.26 ! $44.84. In general, Interest in Year n ! Accrued valuen $ Accrued valuen$1. (8A-2) This method of calculating taxable interest is specified in the Tax Code. 5. The company can deduct interest each year, even though the payment is not made in cash. This deduction lowers the taxes that would otherwise be paid, producing the following tax savings: Tax savings ! (Interest deduction)(T). (8A-3) ! $44.84(0.4) ! $17.94 in Year 1. 6. Line 4 represents cash flows on a time line; it shows the cash flow at the end of Years 0 through 5. At Year 0, the company receives the $747.26 issue price. The company also has positive cash inflows equal to the tax savings during Years 1 through 4. Finally, in Year 5, it must pay the $1,000 maturity value, but it gets one more year of interest tax savings. Therefore, the net cash flow in Year 5 is $$1,000 # $22.64 ! $$977.36. 7. Next, we can determine the after-tax cost (or after-tax yield to maturity) of issuing the bonds. Since the cash flow stream is uneven, the after-tax yield to maturity is found by entering the after-tax cash flows, shown in Line 4 of Table 8A-1, into the cash flow register and then pressing the IRR key on the financial calculator. The IRR is the after-tax cost of zero coupon debt to the company. Conceptually, here is the situation: n CFn a (1 # k t!1 n d(AT) ) ! 0. (8A-4) $747.26 $17.94 $19.01 $20.15 $21.36 $$977.36 # # # # # ! 0. 0 1 2 3 4 (1 # kd(AT)) (1 # kd(AT) ) (1 # kd(AT)) (1 # kd(AT)) (1 # kd(AT)) (1 # kd(AT))5 APPENDIX 8A ■ ZERO COUPON BONDS 395 The value kd(AT) ! 0.036 ! 3.6%, found with a financial calculator, produces the equality, and it is the cost of this debt. (Input in the cash flow register CF0 ! 747.26, CF1 ! 17.94, and so forth, out to CF5 ! $977.36. Then press the IRR key to find kd ! 3.6%.) 8. Note that kd(1 $ T) ! 6%(0.6) ! 3.6%. As we will see in Chapter 10, the cost of capital for regular coupon debt is found using the formula kd(1 $ T). Thus, there is symmetrical treatment for tax purposes for zero coupon and regular coupon debt; that is, both types of debt use the same after-tax cost formula. This was Congress’s intent, and it is why the Tax Code specifies the treatment set forth in Table 8A-1.1 The purchaser of a zero coupon bond must calculate interest income on the bond in the same manner as the issuer calculates the interest deduction. Table 8A-2 shows the resulting tax payments for an investor in the 28 percent tax bracket who purchases the Vandenberg bond. Given this tax treatment, investors pay taxes in each year even though they don’t receive any cash flows until the bond is sold or matures, a situation that many investors find unattractive. Consequently, because of the tax situation pension funds and other tax-exempt entities buy most zero coupon bonds. Individuals do, however, buy taxable zeros for their Individual Retirement Accounts (IRAs). Also, state and local governments issue “tax-exempt muni zeros” that are purchased by individuals in high tax brackets. Not all original issue discount bonds (OIDs) have zero coupons. For example, Vandenberg might have sold an issue of five-year bonds with a 5 percent coupon at a time when other bonds with similar ratings and maturities were yielding 6 percent. Such bonds would have had a value of $957.88: 5 $1,000 $50 Bond value ! a ! $957.88. t # (1.06) (1.06)5 t!1 If an investor had purchased these bonds at a price of $957.88, the yield to maturity would have been 6 percent. The discount of $1,000 $ $957.88 ! $42.12 would have been amortized over the bond’s five-year life, and it would have been handled by both Vandenberg and the bondholders exactly as the discount on the zeros was handled. Thus, zero coupon bonds are just one type of original issue discount bond. Any nonconvertible bond whose coupon rate is set below the going market rate at the time of its issue will sell at a discount, and it will be classified (for tax and other purposes) as an OID bond. Shortly after corporations began to issue zeros, investment bankers figured out a way to create zeros from U.S. Treasury bonds, which at the time were issued only in coupon form. In 1982, Salomon Brothers bought $1 billion of 12 percent, 30-year Treasuries. Each bond had 60 coupons worth $60 each, which represented the interest payments due every six months. Salomon then in effect clipped the coupons and placed them in 60 piles; the last pile also contained the now “stripped” bond itself, which represented a promise of $1,000 in the year 2012. These 60 piles of U.S. Treasury promises were then placed with the trust 1 Note too that we have analyzed the bond as if the cash flows accrued annually. Generally, to facilitate comparisons with semiannual payment coupon bonds, the analysis is conducted on a semiannual basis. 396 APPENDIX 8A ■ ZERO COUPON BONDS TABLE Analysis of a Zero Coupon Bond from Investor’s Perspective 8A-2 BASIC DATA Maturity value $1,000 kd 6.00%, annual compounding Maturity 5 years Personal tax rate 28.00% Issue price $747.26 ANALYSIS 0 (1) Year-end accrued value 1 2 3 4 5 Years $792.10 $839.62 $890.00 $943.40 $1,000.00 (2) Interest income 44.84 47.52 50.38 53.40 56.60 (3) Tax payment (28%) 12.56 13.31 14.11 14.95 15.85 $12.56 $13.31 $14.11 $14.95 #984.15 (4) Cash flow to investor $747.26 6% $747.26 After-tax return 4.32% department of a bank and used as collateral for “zero coupon U.S. Treasury Trust Certificates,” which are, in essence, zero coupon Treasury bonds. Treasury zeros are, of course, safer than corporate zeros, so they are very popular with pension fund managers. In response to this demand, the Treasury has also created its own “Strips” program, which allows investors to purchase zeros electronically. Corporate (and municipal) zeros are generally callable at the option of the issuer, just like coupon bonds, after some stated call protection period. The call price is set at a premium over the accrued value at the time of the call. Stripped U.S. Treasury bonds (Treasury zeros) generally are not callable because the Treasury normally sells noncallable bonds. Thus, Treasury zeros are completely protected against reinvestment risk (the risk of having to invest cash flows from a bond at a lower rate because of a decline in interest rates). PROBLEMS 8A-1 Zero coupon bonds 8A-2 Zero coupon bonds 8A-3 Zero coupon bonds and EAR A company has just issued 4-year zero coupon bonds with a maturity value of $1,000 and a yield to maturity of 9 percent. The company’s tax rate is 40 percent. What is the aftertax cost of debt for the company? An investor in the 28 percent bracket purchases the bond discussed in Problem 8A-1. What is the investor’s after-tax return? Assume that the city of Tampa sold tax-exempt (muni), zero coupon bonds 5 years ago. The bonds had a 25-year maturity and a maturity value of $1,000 when they were issued, and the interest rate built into the issue was a nominal 10 percent, but with semiannual compounding. The bonds are now callable at a premium of 10 percent over the accrued value. What effective annual rate of return would an investor who bought the bonds when they were issued and who still owns them earn if they are called today? APPENDIX 8A ■ ZERO COUPON BONDS 397 8B BANKRUPTCY AND REORGANIZATION In the event of bankruptcy, debtholders have a prior claim to a firm’s income and assets over the claims of both common and preferred stockholders. Further, different classes of debtholders are treated differently in the event of bankruptcy. Since bankruptcy is a fairly common occurrence, and since it affects both the bankrupt firm and its customers, suppliers, and creditors, it is important to know who gets what if a firm fails. These topics are discussed in this appendix.1 F E D E R A L B A N K R U P T C Y L AW S Bankruptcy actually begins when a firm is unable to meet scheduled payments on its debt or when the firm’s cash flow projections indicate that it will soon be unable to meet payments. As the bankruptcy proceedings go forward, the following central issues arise: 1. Does the firm’s inability to meet scheduled payments result from a temporary cash flow problem, or does it represent a permanent problem caused by asset values having fallen below debt obligations? 2. If the problem is a temporary one, then an agreement that stretches out payments may be worked out to give the firm time to recover and to satisfy everyone. However, if basic long-run asset values have truly declined, economic losses will have occurred. In this event, who should bear the losses? 3. Is the company “worth more dead than alive” — that is, would the business be more valuable if it were maintained and continued in operation or if it were liquidated and sold off in pieces? 4. Who should control the firm while it is being liquidated or rehabilitated? Should the existing management be left in control, or should a trustee be placed in charge of operations? These are the primary issues that are addressed in the federal bankruptcy statutes. Our bankruptcy laws were first enacted in 1898, modified substantially in 1938, changed again in 1978, and further fine-tuned in 1984. The 1978 Act, which provides the basic laws that govern bankruptcy today, was a major reviThis appendix was coauthored by Arthur L. Herrmann of the University of Hartford. 1 Much of the current work in this area is based on writings by Edward I. Altman. For a summary of his work, and that of others, see Edward I. Altman, “Bankruptcy and Reorganization,” in Handbook of Corporate Finance, Edward I. Altman, ed. (New York: Wiley, 1986), Chapter 19. 398 APPENDIX 8B ■ B A N K R U P T C Y A N D R E O R G A N I Z AT I O N sion designed to streamline and expedite proceedings, and it consists of eight odd-numbered chapters, the even-numbered chapters of the earlier Act having been deleted. Chapters 1, 3, and 5 of the 1978 Act contain general provisions applicable to the other chapters; Chapter 7 details the procedures to be followed when liquidating a firm; Chapter 9 deals with financially distressed municipalities; Chapter 11 is the business reorganization chapter; Chapter 13 covers the adjustment of debts for “individuals with regular income”; and Chapter 15 sets up a system of trustees who help administer proceedings under the Act. Chapters 11 and 7 are the most important ones for financial management purposes. When you read in the paper that McCrory Corporation or some other company has “filed for Chapter 11,” this means that the company is bankrupt and is trying to reorganize under Chapter 11 of the Act. If a reorganization plan cannot be worked out, then the company will be liquidated as prescribed in Chapter 7 of the Act. The 1978 Act is quite flexible, and it provides a great deal of scope for informal negotiations between a company and its creditors. Under this Act, a case is opened by the filing of a petition with a federal district bankruptcy court. The petition may be either voluntary or involuntary — that is, it may be filed either by the firm’s management or by its creditors. A committee of unsecured creditors is then appointed by the court to negotiate with management for a reorganization, that may include the restructuring of debt and other claims against the firm. (A “restructuring” could involve lengthening the maturity of debt, lowering the interest rate on it, reducing the principal amount owed, exchanging common or preferred stock for debt, or some combination of these actions.) A trustee may be appointed by the court if that is deemed to be in the best interests of the creditors and stockholders; otherwise, the existing management will retain control. If no fair and feasible reorganization can be worked out under Chapter 11, the firm will be liquidated under the procedures spelled out in Chapter 7. FINANCIAL DECISIONS IN BANKRUPTCY When a business becomes insolvent, a decision must be made whether to dissolve the firm through liquidation or to keep it alive through reorganization. To a large extent, this decision depends on a determination of the value of the firm if it is rehabilitated versus the value of its assets if they are sold off individually. The procedure that promises higher returns to the creditors and owners will be adopted. However, the “public interest” will also be considered, and this generally means attempting to salvage the firm, even if the salvaging effort may be costly to bondholders. For example, the bankruptcy court kept Eastern Airlines alive, at the cost of millions of dollars that could have been paid to bondholders, until it was obvious even to the judge that Eastern could not be saved. Note, too, that if the decision is made to reorganize the firm, the courts and possibly the SEC will be called upon to determine the fairness and the feasibility of the proposed reorganization plan. Standard of Fairness The basic doctrine of fairness states that claims must be recognized in the order of their legal and contractual priority. Carrying out this concept of fairness in a reorganization (as opposed to a liquidation) involves the following steps: APPENDIX 8B ■ B A N K R U P T C Y A N D R E O R G A N I Z AT I O N 399 1. Future sales must be estimated. 2. Operating conditions must be analyzed so that the future earnings and cash flows can be predicted. 3. A capitalization (or discount) rate to be applied to these future cash flows must be determined. 4. This capitalization rate must then be applied to the estimated cash flows to obtain a present value figure, which is the indicated value for the reorganized company. 5. Provisions for the distribution of the restructured firm’s securities to its claimants must be made. Standard of Feasibility The primary test of feasibility in a reorganization is whether the fixed charges after reorganization can be covered by cash flows. Adequate coverage generally requires an improvement in operating earnings, a reduction of fixed charges, or both. Among the actions that generally must be taken are the following: 1. Debt maturities are usually lengthened, interest rates may be scaled back, and some debt may be converted into equity. 2. When the quality of management has been substandard, a new team must be given control of the company. 3. If inventories have become obsolete or depleted, they must be replaced. 4. Sometimes the plant and equipment must be modernized before the firm can operate on a competitive basis. L I Q U I D AT I O N P R O C E D U R E S If a company is too far gone to be reorganized, it must be liquidated. Liquidation should occur if a business is worth more dead than alive, or if the possibility of restoring it to financial health is so remote that the creditors would face a high risk of even greater losses if operations were continued. Chapter 7 of the Bankruptcy Act is designed to do three things: (1) provide safeguards against the withdrawal of assets by the owners of the bankrupt firm, (2) provide for an equitable distribution of the assets among the creditors, and (3) allow insolvent debtors to discharge all of their obligations and to start over unhampered by a burden of prior debt. The distribution of assets in a liquidation under Chapter 7 of the Bankruptcy Act is governed by the following priority of claims: 1. Secured creditors, who are entitled to the proceeds of the sale of specific property pledged for a lien or a mortgage. If the proceeds do not fully satisfy the secured creditors’ claims, the remaining balance is treated as a general creditor claim. (See Item 9.) 2. Trustee’s costs to administer and operate the bankrupt firm. 3. Expenses incurred after an involuntary case has begun but before a trustee is appointed. 4. Wages due workers if earned within three months prior to the filing of the petition of bankruptcy. The amount of wages is limited to $2,000 per person. 400 APPENDIX 8B ■ B A N K R U P T C Y A N D R E O R G A N I Z AT I O N 5. Claims for unpaid contributions to employee benefit plans that were to have been paid within six months prior to filing. However, these claims, plus wages in Item 4, are not to exceed the $2,000 per employee limit. 6. Unsecured claims for customer deposits, not to exceed a maximum of $900 per individual. 7. Taxes due to federal, state, county, and any other government agency. 8. Unfunded pension plan liabilities. Unfunded pension plan liabilities have a claim above that of the general creditors for an amount up to 30 percent of the common and preferred equity; any remaining unfunded pension claims rank with the general creditors. 9. General, or unsecured, creditors. Holders of trade credit, unsecured loans, the unsatisfied portion of secured loans, and debenture bonds are classified as general creditors. Holders of subordinated debt also fall into this category, but they must turn over required amounts to the holders of senior debt, as discussed later in this section. 10. Preferred stockholders, who can receive an amount up to the par value of the issue. 11. Common stockholders, who receive any remaining funds. To illustrate how this priority system works, consider the balance sheet of Chiefland Inc., shown in Table 8B-1. The assets have a book value of $90 million. The claims are indicated on the right side of the balance sheet. Note that the debentures are subordinate to the notes payable to banks. Chiefland had filed for reorganization under Chapter 11, but since no fair and feasible reorganization could be arranged, the trustee is liquidating the firm under Chapter 7. The firm also has $15 million of unfunded pension liabilities.2 The assets as reported in the balance sheet in Table 8B-1 are greatly overstated; they are, in fact, worth about half of the $90 million at which they are carried. The following amounts are realized on liquidation: Proceeds from sale of current assets Proceeds from sale of fixed assets Total receipts $41,950,000 5,000,000 $46,950,000 2 Under the federal statutes that regulate pension funds, corporations are required to estimate the amount of money needed to provide for the pensions that have been promised to their employees. This determination is made by professional actuaries, taking into account when employees will retire, how long they are likely to live, and the rate of return that can be earned on pension fund assets. If the assets currently in the pension fund are deemed sufficient to make all required payments, the plan is said to be fully funded. If assets in the plan are less than the present value of expected future payments, an unfunded liability exists. Under federal laws, companies are given up to 30 years to fund any unfunded liabilities. (Note that if a company were fully funded in 2001, but then agreed in 2002 to double pension benefits, this would immediately create a large unfunded liability, and it would need time to make the adjustment. Otherwise, it would be difficult for companies to agree to increase pension benefits.) Unfunded pension liabilities, including medical benefits to retirees, represent a time bomb ticking in the bowels of many companies. If a company has a relatively old labor force, and if it has promised them substantial retirement benefits but has not set aside assets in a funded pension fund to cover these benefits, it could experience severe trouble in the future. These unfunded pension benefits could even drive the company into bankruptcy, at which point the pension plan would be subject to the bankruptcy laws. APPENDIX 8B ■ B A N K R U P T C Y A N D R E O R G A N I Z AT I O N 401 TABLE Chiefland Inc.: Balance Sheet Just before Liquidation (Thousands of Dollars) 8B-1 Current assets $80,000 Net fixed assets 10,000 Accounts payable Notes payable (to banks) Accrued wages, 1,400 @ $500 U.S. taxes 700 1,000 300 Current liabilities $32,000 First mortgage 6,000 Second mortgage 1,000 Subordinated debenturesa 8,000 $15,000 Preferred stock 2,000 Common stock 26,000 Paid-in capital $90,000 10,000 State and local taxes Total long-term debt Total assets $20,000 4,000 Retained earnings 11,000 Total equity $43,000 Total liabilities and equity $90,000 a Subordinated to $10 million of notes payable to banks. NOTE: Unfunded pension liabilities are $15 million; this is not reported on the balance sheet. The allocation of available funds is shown in Table 8B-2. The holders of the first mortgage bonds receive the $5 million of net proceeds from the sale of fixed assets. Note that a $1 million unsatisfied claim of the first mortgage holders remains; this claim is added to those of the other general creditors. Next come the fees and expenses of administration, which are typically about 20 percent of gross proceeds; in this example, they are assumed to be $6 million. Next in priority are wages due workers, which total $700,000; taxes due, which amount to $1.3 million; and unfunded pension liabilities of up to 30 percent of the common plus preferred equity, or $12.9 million. Thus far, the total of claims paid from the $46.95 million is $25.90 million, leaving $21.05 million for the general creditors. The claims of the general creditors total $42.1 million. Since $21.05 million is available, claimants will initially be allocated 50 percent of their claims, as shown in Column 2 of Table 8B-2, before the subordination adjustment. This adjustment requires that the holders of subordinated debentures turn over to the holders of notes payable all amounts received until the notes are satisfied. In this situation, the claim of the notes payable is $10 million, but only $5 million is available; the deficiency is therefore $5 million. After transfer of $4 million from the subordinated debentures, there remains a deficiency of $1 million on the notes. This amount will remain unsatisfied. Note that 92 percent of the first mortgage, 90 percent of the notes payable, and 93 percent of the unfunded pension fund claims are satisfied, whereas a maximum of 50 percent of unsecured claims will be satisfied. These figures illustrate 402 APPENDIX 8B ■ B A N K R U P T C Y A N D R E O R G A N I Z AT I O N TABLE DISTRIBUTION OF PROCEEDS ON Chiefland Inc.: Order of Priority of Claims 8B-2 LIQUIDATION 1. Proceeds from sale of assets $46,950,000 2. First mortgage, paid from sale of fixed assets $ 5,000,000 3. Fees and expenses of administration of bankruptcy 6,000,000 4. Wages due workers earned within three months prior to filing of bankruptcy petition 700,000 5. Taxes 1,300,000 6. Unfunded pension liabilitiesa 12,900,000 7. Available to general creditors DISTRIBUTION TO 25,900,000 $21,050,000 GENERAL CREDITORS APPLICATION OF 50 PERCENTc (2) CLAIMb (1) CLAIMS OF GENERAL CREDITORS Unsatisfied portion of first mortgage $ 1,000,000 Unsatisfied portion of second mortgage $ 500,000 AFTER SUBORDINATION ADJUSTMENTd (3) $ 500,000 PERCENTAGE OF ORIGINAL CLAIMS RECEIVEDe (4) 92% 1,000,000 500,000 500,000 50 Notes payable 10,000,000 5,000,000 9,000,000 90 Accounts payable 20,000,000 10,000,000 10,000,000 50 Subordinated debentures 8,000,000 4,000,000 0 0 Pension plan 2,100,000 1,050,000 1,050,000 93 $42,100,000 $21,050,000 $21,050,000 a Unfunded pension liabilities are $15,000,000, and common and preferred equity total $43,000,000. Unfunded pension liabilities have a prior claim of up to 30 percent of the total equity, or $12,900,000, with the remainder, $2,100,000, being treated as a general creditor claim. b Column 1 is the claim of each class of general creditor. Total claims equal $42.1 million. c From Line 7 in the upper section of the table, we see that $21.05 million is available for general creditors. This sum, divided by the $42.1 million of claims, indicates that general creditors will initially receive 50 percent of their claims; this is shown in Column 2. d The debentures are subordinated to the notes payable, so $4 million is reallocated from debentures to notes payable in Column 3. e Column 4 shows the results of dividing the amount in Column 3 by the original claim amount given in Column 1, except for the first mortgage, for which the $5 million received from the sale of fixed assets is included, and the pension plan, for which the $12.9 million is included. the usefulness of the subordination provision to the security to which the subordination is made. Because no other funds remain, the claims of the holders of preferred and common stock are completely wiped out. Studies of bankruptcy liquidations indicate that unsecured creditors receive, on the average, about 15 cents on the dollar, whereas common stockholders generally receive nothing. SOCIAL ISSUES IN BANKRUPTCY PROCEEDINGS An interesting social issue arose in connection with bankruptcy during the 1980s — the role of bankruptcy in settling labor disputes and product liability suits. Normally, bankruptcy proceedings originate after a company has become APPENDIX 8B ■ B A N K R U P T C Y A N D R E O R G A N I Z AT I O N 403 so financially weak that it cannot meet its current obligations. However, provisions in the Bankruptcy Act permit a company to file for protection under Chapter 11 if financial forecasts indicate that a continuation of business under current conditions will lead to insolvency. These provisions were applied by Frank Lorenzo, the principal stockholder of Continental Airlines, who demonstrated that if Continental continued to operate under its then-current union contract, it would become insolvent in a matter of months. The company then filed a plan of reorganization that included major changes in its union contract. The court found for Continental and allowed the company to abrogate its contract. It then reorganized as a nonunion carrier, and that reorganization turned the company from a money loser into a money maker. (However, in 1990, Continental’s financial situation reversed again, partly due to rising fuel prices, and the company once again filed for bankruptcy.) Under pressure from labor unions, Congress changed the bankruptcy laws after the Continental affair to make it more difficult to use the laws to break union contracts. The bankruptcy laws have also been used to bring about settlements in major product liability suits, the Manville asbestos case being the first, followed by the Dalkon Shield case. In both instances, the companies were being bombarded by literally thousands of lawsuits, and the very existence of such huge contingent liabilities made continued operations virtually impossible. Further, in both cases, it was relatively easy to prove (1) that if the plaintiffs won, the companies would be unable to pay off the full amounts claimed, (2) that a larger amount of funds would be available if the companies continued to operate than if they were liquidated, (3) that continued operations were possible only if the suits were brought to a conclusion, and (4) that a timely resolution of all the suits was impossible because of the number of suits and the different positions taken by different parties. At any rate, the bankruptcy statutes were used to consolidate all the suits and to reach a settlement under which all the plaintiffs obtained more money than they otherwise would have gotten, and the companies were able to stay in business. The stockholders did not do very well because most of the companies’ future cash flows were assigned to the plaintiffs, but, even so, the stockholders probably came out better than they would have if the individual suits had been carried through the jury system to a conclusion. In the Johns-Manville Corporation case, the decision to reorganize was heavily influenced by the prospect of an imminent series of lawsuits. JohnsManville, a profitable building supplier, faced increasing liabilities resulting from the manufacture of asbestos. When thousands of its employees and consumers were found to be exposed, Johns-Manville filed for Chapter 11 bankruptcy protection and set up a trust fund for the victims as part of its reorganization plan. Present and future claims for exposure were to be paid out of this fund. However, it was later determined that the trust fund was significantly underfunded due to more and larger claims than had been originally estimated. We have no opinion about the use of the bankruptcy laws to settle social issues such as labor disputes and product liability suits. However, the examples do illustrate how financial projections can be used to demonstrate the effects of different legal decisions. Financial analysis is being used to an increasing extent in various types of legal work, from antitrust cases to suits against stockbrokers by disgruntled customers, and this trend is likely to continue. 404 APPENDIX 8B ■ B A N K R U P T C Y A N D R E O R G A N I Z AT I O N PROBLEMS 8B-1 Bankruptcy distributions The H. Quigley Marble Company has the following balance sheet: Current assets Fixed assets $5,040 Accounts payable 2,700 540 Accrued taxes 180 Accrued wages 180 Total current liabilities 900 Second mortgage bonds 900 Total mortgage bonds $1,800 Total debt 8B-2 Bankruptcy distributions $7,740 $1,980 First mortgage bonds Subordinated debentures Total assets $1,080 Notes payable (to bank) 1,080 $4,860 Preferred stock 360 Common stock 2,520 Total liabilities and equity $7,740 The debentures are subordinated only to the notes payable. Suppose the company goes bankrupt and is liquidated, with $1,800 being received from the sale of the fixed assets, which were pledged as security for the first and second mortgage bonds, and $2,880 received from the sale of current assets. The trustee’s costs total $480. How much will each class of investors receive? Southwestern Wear Inc. has the following balance sheet: Current assets Fixed assets $1,875,000 Accounts payable 1,875,000 Notes payable 750,000 Subordinated debentures 750,000 Total debt Common equity Total assets $3,750,000 $ 375,000 Total liabilities and equity $1,875,000 1,875,000 $3,750,000 The trustee’s costs total $281,250, and the firm has no accrued taxes or wages. The debentures are subordinated only to the notes payable. If the firm goes bankrupt, how much will each class of investors receive under each of the following conditions? a. A total of $2.5 million is received from sale of the assets. b. A total of $1.875 million is received from sale of the assets. APPENDIX 8B ■ B A N K R U P T C Y A N D R E O R G A N I Z AT I O N 405