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Chapter 8 Bond Markets Functions of the Capital Markets • Economic purpose - brings together long-term (over 1 year) borrowers and investors. • Capital goods such as planets and equipment's to produce products to earn profits. • These are core activities for a firm • They are usually long term needs. • Capital assets are not highly marketable • So firms will finance these needs with longterm debt or equity. • The cost of these long term financing means is known for the life of the asset • Less refinancing problems • Long terms rates are higher Capital Market Participants • Major Issuers (borrowers) • Households - mortgages. • Business - bonds and stock • Governments - federal, state, and local bonds. • Major Investors • Households (directly or indirectly through financial intermediaries). • Foreign investors. Capital Market Participants Size of Capital Markets • They are massive in scope ($50 trillion) Capital Markets Instruments 1. U.S Government and Agency Securities 2. State and local Government bonds 3. Corporate bonds U.S Government and Agency Securities A. U.S Treasury Notes and Bonds 1. Coupon issues ( they pay semiannual interest) 2. Treasury Notes - one to ten-year maturity. 3. Treasury Bonds - over ten-year maturity. 4. Sold in auction by the Treasury Department. 5. Trend is toward more short-term market financing and less long-term financing. U.S Government and Agency Securities B. Inflation-Indexed Notes and Bonds (TIPS) 1. Principal amount on which the coupon payments are based ,adjusts for inflation 2. Adjustment takes place before coupon payments 3. If inflation increases by 1%, the principle amount for the coupon payment is adjusted upward by 1% 4. Fixed coupon rate determined by auction process 5. Minimum denomination is $1,000. 6. Sold three times a year U.S Government and Agency Securities C. Separate Trading of Registered Interest and Principal (STRIP). • Each coupon and principal of a U.S. Treasury note or bond is sold separately by a dealer. • Each separated security is a zero-coupon bond. • Dealers engage in creating STRIPs created because investors value zero-coupon default risk-free securities and are willing to pay more for STRIPs than underlying bonds. U.S Government and Agency Securities C. Separate Trading of Registered Interest and Principal (STRIP). - Using STRIPS to Hedge against Interest Rate Risk: - Similar to matching duration to portfolio maturity. - If we have a holding period of 5 years and we buy a STRIP that matures in 5 years, we are assured to receiving the face amount of the STRIP in 5 years. U.S Government and Agency Securities D. Government Agency Securities - Federal agency is an independent federal department or corporation established by Congress and owned or written by the U.S government. - Selected government lending programs - Initially designed to attract private capital to sectors of the economy where credit flows were insufficient. - Recently: social and economic goals, and to promote resource utilization State and local Government bonds - Often called municipals bonds - Issues of state governments, political subdivisions. - One of the largest fixed income securities market - Special feature: number of issuers is very large State and local Government bonds • The Type and Use of Municipal Bonds a. General obligation bonds: - backed by full faith and credit (power of tax) of the issuing political entity. - There are no assets pledged in the event of default - Full faith: in the event of default, court will require city to increase tax to pay defaulted coupon. State and local Government bonds • The Type and Use of Municipal Bonds a. General obligation bonds: - Creditworthiness of these bonds depends on the income levels of households and financial strength of businesses. - Issued to provide basic services to communities: education, health care, etc. State and local Government bonds • The Type and Use of Municipal Bonds b. Revenue bonds: - Sold to finance a specific revenue-producing project - In the event of default, only revenues generated from that particular project backs these bonds. - Depending on the type of projects, these bonds might be riskers than the general obligation bonds. State and local Government bonds • The Type and Use of Municipal Bonds b. Revenue bonds: i. Industrial Development Bonds (IDBs): a controversial use of revenue bonds. - Used after the Great Depression Assumes no legal liability in the event of default Lower borrowing cost Only a limited amount is sold because it abuses the tax exempt interest privilege State and local Government bonds • The Type and Use of Municipal Bonds b. Revenue bonds: ii. Mortgage backed bonds: issued by city housing authorities based on mortgage pools generated under their powers. - another area of abuse in the tax exempt market. - Because it is tax exempt, the borrower can make low interest mortgage loans. - Congress intend to use these bonds to low and moderate income people. - Now, It has a restricted use. State and local Government bonds • The Characteristics of Municipal Bonds - Minimum denomination of $5,000 - Sold a serial bond issues: contains a range of maturities instead of all the bonds in the issue having the same maturity. - Coupon rates are assigned in accordance with the term structure. State and local Government bonds • The Tax- Exempt Feature - The special feature of municipal bonds is that coupon payments are tax-exempt from federal income tax. - This lowers the cost of the borrowing because they accept a lower pretax yield compared to taxable securities. State and local Government bonds • Investors in Municipal Bonds - It concentrated on three investor groups: 1. Commercial Bank 2. Property and Casualty Insurance 3. High Income Individuals State and local Government bonds • After Tax Yield Comparison - An investor should compare between between similar taxable and tax exempt securities to see which option has the highest after tax yield - ia = iab (1-t) - similar: same default risk, marketability, maturity. State and local Government bonds • The Market For Municipal Bonds - Primary Market: 1. 2. 3. 4. 5. Large number of relatively small bond issue. Written by small regional underwriter Issues of well-known governmental units are sold in a national market The reason of the existence of local markets: High cost of gathering information Sold at a competitive bid State and local Government bonds • The Market For Municipal Bonds - Secondary Market: 1. 2. 3. 4. 5. 6. Very thin market Over the counter market Small local issues are traded infrequently Dealers find it difficult to match buyers and sellers Limited marketability Municipal bonds have higher yields than one might otherwise expect. Corporate Bonds • “ Debt contracts requiring borrowers to make periodic payments of interest and to repay principle at the maturity date” Bearer bonds: bonds with attached coupons the holder presents for payment when due. Registered bonds: owner is recorded and payment is mailed to the owner. Corporate Bonds • Term bonds: all of the bonds that comprise a particular issue mature on a single date. - characteristics: 1. 2. 3. 4. 5. Issued in domination of $1,000 Coupon-paying bonds Pay interest semiannually Coupon payments are taxable Sold in domestic bond market or in Eurobond market Corporate Bonds • Corporate bonds have an indenture or bond contract. • Indenture: the legal contract that states the rights, privilege, and obligations of the bond issuer and the bondholder. • It is overseen by a trustee (trust department) who is appointed as the bondholder's representative. • It specifies the security or the asset to which bondholders have prior claim in the event of default. i.e. land, equipment, rolling stock. It has lower yields. • Debenture bond: no assets are pledged, the bond is only secured by the firm potential to generate cash flows. Corporate Bonds • Debenture senior debt: gives the bondholder’s first priority to the firm’s assets in the event of default. • Subordinated (junior) debt: bondholder's claims to the company’s asset rank behind senior debt. Corporate Bonds • Corporate bonds have a sinking fund provision • Sinking fund: it requires that the bond issuers provide funds to a trustee to retire a specific dollar amount (face amount) of bonds each year. • The trustee may retire the bond by: 1. Purchasing them in the open market 2. Calling them ( if call provision is present) Corporate Bonds • A bond with a sinking fund provision: the issuer must retire a portion of the bond as promised in the indenture. • While the call provision gives the right (option) to retire the bond before maturity. Corporate Bonds • Investopedia explanation: • Rather than the issuer repaying the entire principal of a bond issue on the maturity date, another company buys back a portion of the issue annually and usually at a fixed par value or at the current market value of the bonds, whichever is less. Should interest rates decline following a bond issue, sinking-fund provisions allow a firm to lessen the interest rate risk of its bonds as it essentially replaces a portion of existing debt with lower-yielding bonds. From the investor's point of view, a sinking fund adds safety to a corporate bond issue: with it, the issuing company is less likely to default on the repayment of the remaining principal upon maturity since the amount of the final repayment is substantially less. This added safety affects the interest rate at which the company is able to offer bonds in the marketplace. Corporate Bonds • Convertible bonds: bonds that can be converted into shares of common stock at the discretion of bondholders - An attractive feature to bondholder - have lower yields - Usually include a call provision Corporate Bonds • Investors in Corporate Bonds 1. Life Insurance 2. Pension funds For the following reasons: a. Stability of cash flows b. Long-term nature of insurance and pension funds c. Both are in low marginal tax brackets d. They are required to by low to invest in investment-grade bonds. 3. Households 4. Foreign investors • The Primary Market For Corporate Bonds New Corporate Bonds are issued by Public Sale The bond issue is offered publicly in the open market to all interested buyers. Private Placement The bond are sold privately to a limited number of investors. • The Primary Market For Corporate Bonds • Private sale: 1. Usually through an investment banking firm 2. The investment banking firms underwrites (purchase them from issuer at a fixed price and resell them to investors and institutions) 3. Investment banker purchase bonds by: a. b. Competitive sale: a Public auction, does not provide advisory services. A negotiated sale: a contractual arrangement between the underwriter and issuer whereby the underwriter obtain exclusive rights to underwrite, distribute and originate. Provides advisory services. • The Primary Market For Corporate Bonds • Private Placements: 1. It does not require Publicly sold securities to be registered with the Securities and Exchange Commission (SEC). 2. sold only to a small number (less than 35) large, financially sophisticated investors. 3. currently, the trend is toward private placements rather than publics sales. • The Primary Market For Corporate Bonds • Number of private sales and public offerings is sensitive to the business cycle: Low interest rates or stable market periods: High interest rates or unstable market periods: - - - Small companies with low credit quality Obtain financing via public sale. - Small companies with low credit quality Sell debts privately • The Secondary Market For Corporate Bonds - Most secondary trading of corporate bonds occurs through dealers. - It is a thin (trade is infrequent) market when compared to the markets for money market securities or corporate stock. - As a result, bid-ask spread is high. It compensates the dealer for holding illiquid risky securities. - Corporate bonds are less marketable for these two reasons: a. b. Special features ( call provision, sinking funds), make them difficult to value. Long term securities. - If you want to sell or buy a corporate bond, you should call a broker who will contact a broker to provide quotes. Corporate Bonds • Junk Bonds: - “ Corporate bonds with high default risk” - There were not common in the primary markets in the 1970s and 1980s. - They were bonds that were originally issued at a low investment grade (Baa/BBB) and downgraded afterwards. - They were issued in the primary market after the innovative marketing of Drexel Burnham Lambert. - It promised investors that they would act as dealers for junk bonds in the secondary market. ( meaning, Drexel Burnham Lambert will buy bonds back.) Corporate Bonds • Junk Bonds: - The supply of junk bonds was part of the disintermediation trend. - Disintermediation: the process by which firms raise capital in the direct financial markets rather than from financial intermediaries. - High-quality firms were able to borrow cheaply in the commercial paper market rather than loans from commercial banks. - Low quality firms with speculative credit rating were able to issue marketable debt as well. (previously, they relied on short-term bank loans) Corporate Bonds • Junk Bonds: Demand for junk bonds: from insurance companies, pension funds, savings and loans associations, and mutual funds. • They were attractive because: 1. 2. Junk bonds used to outperform (generate better returns) high-rated and Treasury securities) In the 1980s, number of defaults was fewer than expected. However, 1. Number of defaults increased later on. 2. Reducing capital of many financial institutions 3. Causing thrift crisis 4. And failure of several major life insurance. Corporate Bonds • Junk Bonds: - Many critics blamed junk bonds for: 1. Merger mania of the 1980s. 2. Overall rise in the corporate leverage 3. Increase in the volatility of the financial markets in the 1980s. And that called for law to limit corporate use of junk bonds. End of Chapter 8