Corporate Bond Issuance in Euroclear International Securities Services Philippe Laurensy, Euroclear Euroclear Collateral Conference May 2014 Agenda Corporate Bond Issuance Evolution Euroclear as Issuer CSD Issuance overview through Euroclear 2 Corporate Bond Issuance Evolution 3 Financing Options Raise Equity Advantages Disadvantages • Bank Financing Capital Markets • • • • Flexible borrowing Well established market Acknowledged expertise Predictable cash flow • • • Performance driven profit sharing No fixed costs Small cap markets • • Competitive pricing Corporate governance • • • Banks deleveraging Rates set by lender Reduced lending appetite due to increased capital costs Syndicated loans less liquid • • • • • • • Sophisticated and more liquid market Robust Investor base Predictable cash flow Tax effectiveness No influence on corporate governance Increased regulation Limited access for small/lower rated issuers 4 Growth of International Corporate Bonds 2008-2013 Bond Issuance Globally 100% 90% 3% 9% 8% 9% Bond Issuance with Euroclear Group 10% 11% 22% 17% 22% 80% 24% 27% 26% 100% 90% Sovereign 70% 40% 34% 43% 60% 41% 35% 40% 30% 20% 10% 80% 9% 10% 8% 9% 10% 14% 11% 16% 15% 13% 53% 61% 70% 60% 50% 2% 9% 24% 15% 24% 25% 34% 37% Public financial institutions 60% Banks & Financial institutions 40% Corporate 50% 58% 48% 43% 30% 20% 10% 0% 76% 13% 24% 18% 18% 2010 2011 28% 34% 2012 2013 0% 2008 2009 2010 2011 2012 2013 2008 2009 Source: Dealogic Nov 2013. Outstanding volumes in EUR equivalent millions Source: International debt (Dealogic definition): where the borrower is an off-shore entity or if the security is governed by the rules of more than one market or when the security is a cross-border instrument 5 Corporate Bond Issuance Corporate entities will continue to be the main drivers of economic growth in the medium and long term What do you need ? • Lowest possible cost of funding • Secure funding • Large scope of instruments • Low cost to market 6 Corporate Bond Issuance • Financial markets bring together: ► Issuers seeking funding to meet their business targets ► Investors seeking investment returns with well established cash flows • Business growth results in: ► Expansion from domestic to international market focus ► Increasing multi-currency funding needs ► The search for a broader investor base • International bond markets facilitate cross border participation and trading flexibility for market participants, globally 7 Euroclear as Issuer CSD 8 Euroclear Group Today >900,000 >99% Transactions settled per day AA+ Rating by S&P and Fitch for the past 10 years Assets in custody Securities covered European domestic debt coverage >1 million >€24 trillion >2000 >€570 trillion Transactions settled >€700 billion Collateral Highway transactions daily Institutional clients from 90 countries 53 Settlement currencies 2013 data 9 ST008 Euroclear Around the World… We serve clients in their own language across all time zones 10 Issuance Overview through Euroclear 11 11 Why International Securities ? Benefits Corporate issuers Your investors • Lowest cost of funding • Large customer base and direct • Full asset servicing for coupon • • • • access to the buy side Robust and well accepted procedures for all asset classes, including multi-listing, multicurrency, multi-governing laws Simultaneous offering to worldwide global investors Single point of contact / relationship for the issuer for ease of information and process flows • • payments, tax certifications, legal certifications, corporate events, etc Full asset optimisation to leverage triparty and banking services Single point of entry to global range of trading partners Internationally recognised asset protection Low cost to market 12 Why Euroclear? We help you move from a local to a worldwide issuance and investor base target Local Worldwide • Limited to local jurisdiction and • One standard for multi legal • • • • governing laws Limited currencies or swaps required Multiple agents required for issuance and asset servicing Limited investor base • • jurisdiction and framework Raise funds in the currency of your choice Single agent point of contact through lifetime of security International investor access 13 How to Issue International Securities ? • Involve Euroclear when discussing your new issues with your legal counsel and arrangers • Let us know what is important to you: ► Worldwide distribution ► Multi-currency options ► Business intelligence We will assist you in finding the optimal structure for your needs 14 International Securities A wide range of financial instruments Fixed Income (in Nominal): • • • • • • • • • • • • • • • • • • Medium Term Notes (MTNs) (Euro) Bonds (Euro) Commercial Paper (Euro) Certificates of Deposit Notes Convertible Collateralised Debt Obligations Collateralised Mortgage Obligations Asset Backed Securities Mortgage Backed Securities Global Depositaries Notes Reverse Convertible Bonds Equity Linked Notes Risk Linked Notes Treasury Bills Debentures Extendable Bonds Sukuks (Islamic Financing) Issuance regulations we handle • Sec Reg • Reg S / 144A • 144A 3c7 • REG D 15