Corporate Debt Instruments and Credit Analysis Chapter 20 All Pages Corporate Debt Instruments Corporate Debt Securities Secured Bonds Corporate Bonds Medium-Term Notes (MTNs) Unsecured Bonds (Debenture Bonds) Credit-Enhanced Bond Mortgage Debt secured by real property or personal property Collateral Trust Bonds secured by financial assets Commercial Paper Directly-Placed guaranteed by a Third Party guaranteed by a Bank Letter of Credit Dealer Placed Moody's S&P Fitch Brief Definition Investment Grade: High Credit Worthiness Aaa AAA AAA Gilt edge, prime, maximum safety Aa1 AA+ AA+ Aa2 AA AA Very high grade, high quality Aa3 AA– AA– A1 A+ A+ A2 A A Upper medium grade A3 A– A– Baa1 BBB+ BBB+ Baa2 BBB BBB Lower medium grade Baa3 BBB2 BBB2 Distinctly Speculative: Low Creditworthiness Ba1 BB+ BB+ Ba2 BB BB Low grade, speculative Ba3 BB– BB– B1 B+ B+ B2 B B Highly speculative B3 B– B–2 Predominantly Speculative: Substantial Risk or in Default CCC+ Caa CCC CCC Substantial risk, in poor standing CCC– Ca CC CC May be in default, extremely speculative C C C Even more speculative than those above CI CI = Income bonds; no interest is being paid DDD Default DD D D Credit analysis for corporate bonds Trading Strategy Strategy – find bonds whose credit rating is too low (yield spread to Treasury is too high) Can also play corporate bond spreads overall Buy Corp Bond with view that the market corrects to agree with your position Make profits from the tightening credit spread Example: Buy IBM bonds & Sell Dell bonds Spread trades involve going long the underpriced security and/or short the overpriced security Shorting can be done through Credit Default Swaps (CDS) Areas analyzed by bond credit analysts Page 445 I - Bond covenants II - Collateral analysis Protections to Bond Holders What assets are available should issuer fail III - Ability to make payments (financial situation) Cash Flow generation Part I - Covenant analysis pg. 445-447 Credit analysis involves close scrutiny of the indenture for each bond issue Covenants can be strong or weak and involve loopholes Meant to protect lenders (Bond Investors) Two types Affirmative (what they WILL do) Negative (or Restrictive – what they CAN’T do) Example – Limit ability to issue more debt Part II - Collateral analysis pg. 446 Secured versus unsecured debt Absolute priority rule puts secured first Often unsecured creditors are made whole first in reorganization Secured debtholders have stronger bargaining position in chapter 11 reorg Sometimes Secured Debt holders end up holding debt in the newly re-emerging entity Part III - Assessing issuers ability to pay pg. 446-456 Business risk Governance risk Financial risk Business risk analysis Pg. 447-450 Risk associated with operating cash flows Revenue (adjusted for accruals)-cash expensestaxes What could effect this? Macro-economic risk Overall economic slowdown Industry risk – very important Industry Growth Rates (relative to GDP) Cyclical or not Industry structure (different from most?) Competitors/competitive position R&D Barriers to entry Price takers or makers – ability to pass along costs? Governance risk Pg. 450-453 Ownership structure Board strength Independent boards (bigger is better) Audit committee strength Financial disclosure policies Managers and shareholders aligned Aggressive versus conservative accounting policies Shareholders rights Financial risk Pg. 453-456 Look at ratios (versus industry) Interest coverage ratio or pretax interest coverage Leverage Ratio EBITDA/interest expense High is good (indicates lower credit risk) LT Debt/ market capitalization LT Debt/EBITDA (Text Example w/ Lear Corp) Cash Flow Very important for high risk borrowers (below invest. grade) Operating cash, free cash*, discretionary cash * Most Commonly used Financial Risk Continued Net assets and working capital – pg. 455-456 Ratio of Net Assets to Total Debt Working Capital (Current Assets minus Current Liab) Liquidation Value of assets should be considered Liquidity of the assets is important (page 456 top) Primary measure of company’s financial flexibility Current ratio (current assets/current liabilities) Acid test (takes out inventories from current assets) Receivables quality is important High liquidity is better than low