Download Chapter 1: An Introduction to Corporate Finance

INTRODUCTION TO
CORPORATE FINANCE
SECOND EDITION
Lawrence Booth & W. Sean Cleary
Prepared by Ken Hartviksen & Jared Laneus
Chapter 18
Debt Instruments
18.1 What Is Debt?
18.2 Short-Term Debt and the Money Market
18.3 Bank Financing
18.4 Long-Term Debt and the Money Market
18.5 Bond Ratings
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Learning Objectives
18.1 Define “debt” and identify the basic features that
distinguish debt from equity financing.
18.2 Identify and describe the different types of short-term
debt issued in the money market.
18.3 Describe the types of debt financing provided by banks.
18.4 Identify the requirements that must typically be satisfied
by public debt issuers.
18.5 Explain how debt ratings are determined, what they
mean, and how useful they are in predicting default and
recovery rates associated with public debt issues.
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What Is Debt?
• Debt creates fixed contractual commitments which include:
• Repayment of the principal borrowed
• Payment of interest for the use of the amount borrowed
• Adherence to other agreed terms such as limiting the amount of
additional debt taken on, maintaining financial ratios, regular
financial reporting, etc.
• Short-term debt has a maturity of one year or less
• Interest rates are often lower than those on long-term borrowing
• Interest rates are typically variable (floating) which exposes the
borrower to interest rate risk
• Long-term debt has a maturity that exceeds one year
• Interest rates are typically greater than those on short-term debt
• Often borrowing occurs at a fixed rate, which immunizes the
borrower from interest rate risk by locking in a coupon rate in the
case of bonds and debentures
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Interest Expense Tax Deductibility
• Interest on debt is a tax-deductible expense for a firm, so there is a tax
shield benefit for firms that use this type of financing
• The after-tax cost of debt is found using Equation 18-1:
K  K d (1  T )
The tax shield benefit depends on the corporate tax rate.
• The higher the tax rate, the greater the benefit a firm has from
financing profit-making activities with debt.
• Small businesses in Canada pay about 20% in corporate tax, but are
riskier than larger businesses and so borrow at higher rates
• Example: If a small business borrows at 200 basis points above prime
and prime is 5%, the cost of debt is 7%. The after-tax cost of debt, with
a 20% tax rate, is:
K  K d (1  T )  0.07(1  0.2)  5.6%
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Interest Expense Tax Deductibility
• Large corporations in Canada pay about 34% in corporate tax.
• Example: If a corporation borrows at 25 basis points above prime
and prime is 5%, the cost of debt is 5.25%. The after-tax cost of
debt, with a 34% tax rate, is:
K  K d (1  T )  0.0525(1  0.34)  3.465%
CRA Tests to Determine if Interest is Tax-Deductible
• Interest is compensation for the use or retention of money owed
to another
• Interest must be referable to a principal sum
• Interest accrues from day to day
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Short-Term Debt and the Money Market
• Short-term debt is traded in the money market and is any
debt instrument sold with a life that is 365 days or shorter
• Examples: Treasury bills, commercial paper, bankers’
acceptances
• Usually there is no stated rate of interest and instead money
market instruments are sold at a discount from face value
• The difference between the purchase price and the par value
is treated as interest by Canada Revenue Agency (CRA)
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Government of Canada Treasury Bills
• Government of Canada treasury Bills (T-bills) are short-term
unsecured promissory notes of the Government of Canada
• T-Bills are sold at weekly auctions through the Canadian
Government’s fiscal agent, the Bank of Canada, to primary
dealers called Government Securities Dealers (GSDs)
• There is a strong secondary market in outstanding T-bills
• T-Bills are sold with maturities of 365 days or less. Generally, Tbills are sold with three different maturities:
• 3 month T-bills (91 days)
• 6 month T-bills (182 days)
• 1 year T-bills
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Government Treasury Bill Yields
• Government of Canada treasury bills are sold at a discount to face
value, so the difference between the price paid and face value is treated
as interest.
• Price are quoted on the basis of a $100 par value to four digits
• Bills are normally purchased in denominations of at least $100,000
• Example: A 91-day Government of Canada treasury bill is sold for a
price of $99.0909 with a par value of $100. What is the T-bill yield?
 P1  P0 
365
T - Bill Yield  

 P0  number of days to maturity
 $100  $99.0909  365



$99.0909

 91
 3.7%
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Commercial Paper
• Commercial paper are short-term debt instruments that are
usually unsecured and issued by corporations
• It is usually sold at a discount from face value with maturities of
30 to 60 days
• Commercial paper involves more credit risk than government
treasury bills because the financial condition of a corporation can
deteriorate and thereby risk the repayment of the amount
borrowed
• Since there is additional credit risk, there is usually only a market
for commercial paper issued by the most creditworthy corporate
issuers
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Commercial Paper Payoffs
• Since there is a non-negligible probability of default, the forecast
annualized return on commercial paper is known as the
promised yield
• Payoff expectations must always take into account the possibility
of default as demonstrated in Figure 18-1
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Commercial Paper Promised Yield
• Since commercial paper is riskier than treasury bills, the promised yield
on commercial paper is higher than the treasury-bill yield
• The value of the 30-day commercial paper issue can be found from
Equation 18-2:
PAR(1  R)  RECOVER (1  P)
V 
1 K
where
the par value PAR is $1,000
• R is the promised yield
• P is the probability of not defaulting
• (1 – P) is the probability of defaulting
• RECOVER is the recovery rate if the company defaults
• K is the investor’s required return
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Commercial Paper Promised Yield
• If we assume the recovery rate is zero and the investor’s
required return is equal to the T-bill yield, then Equation 18-2
becomes Equation 18-3:
1  K TB
R
1
P
• In the absence of default risk (where P = 1), the promised yield
on commercial paper is the same as the treasury bill yield
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Commercial Paper Yield Spreads
• The difference between commercial paper yields and
equivalent maturity Treasury bill yields is called the yield
spread, and it depends on the default risk of the commercial
paper issuer and on market conditions.
• Yield spreads increase when the market becomes pessimistic
about the future of the economy (i.e., expects a recession)
• Yields spreads decrease when the market becomes optimistic
about the future of the economy (i.e., expects improvement)
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Commercial Paper Ratings and Liquidity
Support
Ratings
• The Dominion Bond Rating Service (DBRS), Moody’s and Standard &
Poor’s (S&P) rate Canadian commercial paper issues.
• DBRS has three ratings: R1 (prime quality), R2 (adequate quality) and
R3 (speculative)
• Commercial paper ratings help to reduce uncertainty in the market and
can make different issuers of paper interchangeable if they have the
same rating.
Liquidity Support
• In addition to ratings, commercial paper issuers try to reduce investor
uncertainty by arranging liquidity support, often in the form of a
dedicated line of credit from a bank that ensures that the company will
have access to money to pay off the commercial paper at maturity if the
firm finds it cannot refinance the issue
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Bankers’ Acceptances
• Bankers’ acceptances (BAs) are short-term paper sold by an
issuer to a bank which guarantees (or “accepts”) it, obligating the
bank to pay the debt instrument at maturity if the issuer defaults
• Therefore, bankers’ acceptances are a type of bank-guaranteed
commercial paper
• The yield on bankers’ acceptances reflect the credit risk of the
guaranteeing bank rather than that of the corporate issuer
• Corporate issuers pay a stamping fee to the bank for its
guarantee, usually between 0.5% and 0.75% of the amount
guaranteed
• Commercial paper tends to be a lower cost alternative to bankers’
acceptances for the most creditworthy corporations that do not
require 100% backup from a line of credit
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The Canadian Money Market
• Creditworthy governments and corporations gain access to large sums
of low-cost short-term financing in the Canadian money market
• Investors, banks, corporations and governments also use the money
market to invest in very high quality short-term investments
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Bank Financing
• Chartered Banks are an important source of two major types of shortterm financing for Canadian companies: lines of credit and term loans
• Lines of credit in support of working capital needs
• Two types: operating (demand) and term (revolving)
• Useful for working capital financing, e.g., receivables
• A “cleanup” period in which a firm maintains a zero-balance on its line of
credit to ensure that the bank is not providing permanent financing maybe
required
• Term loans in support of longer term investment requirements, such as
equipment purchases
• Have fixed maturity and require repayment to be made on a fixed schedule
• Floating interest rates based on the prime rate, which places interest rate
risk on the borrower
• Various payment structures, including: blended, bullet and balloon
payments
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More on Operating Lines of Credit
• Made for operating purposes, and not to back up a commercial
paper program
• Technically, operating lines of credit can be cancelled at any time
• Establishes a maximum dollar amount the firm can drawn down
electronically
• Usually the balance must be returned to zero for a period of time
in the operating year, usually following the seasonal buildup of
inventory and receivables around the major sales season
• The cost is usually set at the prime lending rate although it is not
uncommon for the most creditworthy corporate customers to
borrow at rates lower than prime
• Less creditworthy customers pay prime plus a risk premium (e.g.,
0.5%, 1.0%, etc.)
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More on Revolving Lines of Credit
• Term is between 364 days and five years, renewable every six months
• “Revolving” means that the line of credit may be drawn upon, partially
retired, and then drawn upon again without the full retirement of the
balance during the operating year
• Revolving lines of credit are for liquidity purposes and not credit
enhancement. The bank reserves the right to withdraw the line of
credit if there is a material adverse change in the customer’s business.
• Borrowers have to meet a variety of restrictions and conditions
(covenants), such as:
•
•
•
•
Minimum current ratio of 1.4 or net working capital of $100 million
Net worth in excess of $250 million
Minimum interest coverage ratio
Asset coverage ratio in excess of 2 and a debt ratio less than 0.75
• In addition to interest costs, banks normally change a commitment fee
of about 0.5% for setting up the line of credit
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Long-Term Debt and the Money Market
• Long-term financing is any debt issue with a term longer than one
year, and is also known as funded debt
• Examples: mortgage bonds, secured and unsecured debentures,
subordinated debt
• Private Placements are debt financing commonly available
through insurance companies and other specialized financial
institutions through an offering memorandum
• Public Debt Offerings require a prospectus approved by the
provincial securities regulator
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Long-Term Debt and the Money Market
Types of Public Debt Offerings
• Mortgage bonds where the lender has a registered claim on the
underlying real property
• First mortgage bonds where the lender has first claim on the
assets
• Second mortgage bonds where the lender ranks behind the first
mortgage bonds
• Unsubordinated debt which is unsecured and ranks first among
unsecured debt
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Long-Term Debt and the Money Market
Public Debt Offerings: The Bond Indenture
• The bond indenture is the legal document that specifies the rights
and responsibilities of the parties to the contract
• Bond indentures include:
• Actions that could trigger default
• Covenants (promises), including limits on additional borrowing,
prohibitions on subsequent issues of more senior debt,
requirements to maintain certain financial ratios, etc.
• Bond investors realize they have a fixed financial claim on the firm
over a long period of time, so when financial contracting occurs
they negotiate covenants that will protect their long-term
financial exposure to the issuing firm
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Bond Ratings
Interpreting Debt Ratings
• Bond ratings vary from AAA (highest quality) to CCC (lowest
quality)
• Bond ratings are changed by the bond-rating service over time in
response to changes in the financial condition of the issuer
• Ratings reflect the downside risk faced if economic conditions
deteriorate
• The most common rating is A, which is describe as:
Long-term debt rated “A” is of satisfactory credit quality. Protection of
interest and principal is still substantial, but the degree of strength is
less than that of AA rated entities. While “A” is a respectable rating,
entities in this category are considered to be more susceptible to
adverse economic conditions and have greater cyclical tendencies than
higher-rated securities.
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Bond Ratings
Investment Grade Bonds
Junk or High-Yield Bonds
Booth/Cleary Introduction to Corporate Finance, Second Edition
DBRS Rating
Descriptor
AAA
Highest credit quality
AA
Superior credit quality
A
Satisfactory credit quality
BBB
Adequate credit quality
BB
Speculative
B
Highly speculative
CCC / CC / C
Very highly speculative
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Bond Ratings
Determining Bond Ratings
• Companies pay to have their bonds rated because this reduces market
uncertainty regarding their credit risk
• Rating agencies conduct extensive analysis of a company, including onsite visits and historical reviews of its financial performance
• Ratings are on the bonds, not on the issuer, so different bond issues
from the same issuer could have different ratings
• Six factors are considered in the rating process
1. Core profitability
2. Asset quality
3. Strategy and management strength
4. Balance sheet strength
5. Business strength
6. Miscellaneous issues
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Bond Ratings
Empirical Evidence on Debt Ratings as Predictors of Default
• The quality of DBRS ratings can be assessed by examining their
correlation with future default rates to examine their predictive power
• DBRS ratings are good indicators of credit risk
• Default rates are very low for investment grade bonds
• Default risk increases exponentially as credit quality deteriorates
• DBRS modifies ratings over time as the financial condition of the issuer
changes, although this is not reflected in Table 18-2
Booth/Cleary
Introduction to
Corporate Finance,
Second Edition
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Bond Ratings
Empirical Evidence Regarding Bond Yield Spreads
• The priority of the debt claim on the firm in the case of insolvency has a
direct relationship to the degree of discount from face value
• High risk bonds have both a higher probability of default as well as a
lower recovery rate
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Bond Ratings
Empirical Evidence Regarding Bond Yield Spreads
• Yield spreads are greater with lower-rated debt, as well as more
variable
• During economic slowdowns there is a flight to quality as investors
abandon lower quality bonds and increasing yield spreads
• Economic slowdowns can limit or even eliminate access to long-term
market-traded debt capital by low quality bond issuers
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Copyright
Copyright © 2010 John Wiley & Sons Canada, Ltd. All rights
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use of the information contained herein.
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