The International Bond Market Outline • • • • Types of bonds Comparative bond characteristics The Gray Market Onshore-Offshore arbitrage Classification • Foreign Bonds • Global bonds • Eurobonds Foreign Bonds Issued by a foreign entity and denominated in domestic currency Foreign Bonds: Examples • • • • Samurai bonds Bulldog bonds Rembrandt bonds Yankee bonds Global bonds Sold simultaneously on several markets in the currency of each market Global bonds First offered by the World Bank, OntarioHydro, and Hydro-Quebec. Eurobonds Issued by a foreign entity and sold in a foreign currency, other than the currency of the country in which the issuer is located. Eurobonds: Exemplification A bond issued by Rhone-Poulenc and sold in the US in Swiss francs. Eurobonds INSTRUMENT INTEREST FREQUENCY COUPON TYPE CURRENCY PAYOFF Straight fixed-rate annual Fixed Currency of issue Floating rate note annual or quarterly Variable Currency of issue Convertible bond annual Fixed Currency of issue or convertible Straight fixed-rate with annual equity warrants Fixed Currency of issue plus shares Zero-coupon bond none Zero Currency of issue Dual-currency bond annual Fixed Dual Currency Composite currency bond annual Fixed Composite currency Selecting the currency of issue Foreign exchange risk affects coupon and principal payments It is preferable to make those payments in a currency that is weakening. Selecting the currency of issue: Exemplification Coca-Cola wishes to raise $1 b. The company can issue dollars or pounds denominated bonds. For simplicity, assume all payments are made at maturity. Dollars (billions) Pounds (billions) Initial amount raised 1 1/S($) Principal payment [1+r($)] n n [1+r(pounds)] /S Selecting the currency of issue: Exemplification Coca-Cola will float the pound bond only if: [1+r($)]n > E[S] [1+r(pounds)]n /S Writing E[S] = S(1+d) n, where d is the expected annual rate of change in the exchange rate, Coca-Cola will float the pound bond only if: r($) > r(pounds ) + d Selecting the currency of issue: Exemplification r($) r(pounds ) d 5% 7% 1.2% The pound is expected to appreciate by an average of 1.2% per year; hence, at maturity, Coca-Cola will have to make payments in a more expensive pound. Comparative characteristics of bonds issues North-America (US) Non-US Regulatory SEC, provincial Specialized agency Minimum regulatory control Disclosure Detailed Variable Determined by market practice Issuing costs 0.75-1.25% Up to 4% 2-3% Rating required Usually not required Not required but done Speed of issuance Moderate Variable Fast (bought deals) Rrestrictions No restrictions Restrictions are common No restrictions Other advantages Large market Liquidity Local visibility Standardized information Other disadvantages Eurobond Lower interest expense Bearer bonds No withholding tax Currency diversification Disclosure is costly Small markets Reporting to tax authorities Low liquidity Reporting to tax authorities Less liquidity and information disclosure Eurobond underwriting In general, similar to regular bond underwriting Differences: • Lead manager separate from selling group • Variable price re-offering The Gray Market It is a forward market for overpriced Eurobonds Once the issue has been announced the seller might decide to re-sell the bonds immediately for forward delivery at 98-99% of par. This is an attempt to disguise the fact that the issue is overpriced. The Gray Market: Exemplification Issuer Weyerhauser (1983) Osaka Gas (1993) Amount $60 m $250 m Maturity 7 years 5 years Coupon 11.5% 5.75% Issue price $100 $101.489 Listing LuxSE London Total commission 1.875% 1.875% Lead Manager Morgan Stanley Goldman Sachs Gray market price -1.5 to -1.25% + 0.25% The Eurobond pricing paradox Eurobonds yields are lower, but issuance costs are higher than in North-America. The Eurobond pricing paradox: Exemplification US treasury issues Specially Targeted Notes on October 24, 1984: $ 1 b at 11.375% maturing on September 30, 1988, bearer notes to foreign investors $ 1 b at 11.7% maturing on September 30, 1988, registered notes to American and foreign investors The Eurobond pricing paradox Could tax withholding and/or reporting to national authorities make a difference? Onshore-Offshore Arbitrage O-OA represents an attempt at taking advantage of the Eurobond pricing paradox. Onshore-Offshore Arbitrage Issuers have an incentive to engage in arbitrage by: – issuing securities offshore and – covering their liability with a purchase of risk-free government securities whose cash inflow match the cash outflow of the Eurobonds. If the matching is perfect, and the government securities can be pledged to pay off the Eurobond liability, the transaction qualifies as a pure arbitrage. Onshore-Offshore Arbitrage: EXXON Capital Corporation, a subsidiary of EXXON Corporation. Date Oct. 19,1984 October 1984 Type of security Issues $1.8 b Euro-discount bonds Buys $1.8 b of US T- bonds Maturity November 15, 2004 November 15, 2004 yield 11.65% 11.825% Net proceeds +$ 198.6 m -$181 m Onshore-Offshore Arbitrage: EXXON Capital Corporation, a subsidiary of EXXON Corporation. Up-front arbitrage profit: $17.6 m Japanese investors were particularly interested in buying the Euro-discount bonds because of: – Absence of taxes on capital gains in Japan (at that time) – No coupon reinvestment risk