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• Cash Equities

Corporate Bonds

W W W. W A L L S T R E E T P R E P. C O M
v
Government Bonds

We’ll focus on Corporate Bonds in this chapter


Buy Side Investors Sell- Side
Banks, Retail Brokerages, Asset Managers, Mutual Funds, Buy From
Broker-Dealers,
Insurance Companies, Pension Funds, Hedge Funds Investment Banks

Money Market Fixed Rate Floating Rate Derivatives

Cash Interest Rate Swaps Foreign Exchange

Federal T-Bills Treasuries Treasury FRN Interest Rate Swaps

Agency Discount Notes Agency Agency FRNs

Municipal Commercial Paper Munis FRN, VRDOs, ARS

Credit Risk
Mortgage Repo (Financing) MBS Credit Default Swap

Autos ABS
Asset Backed CP
CLO, Loans
Corporate Commercial Paper
Loans Corporate FXD Corporate FRN Credit Default Swap
Bonds
Shares CD / Bank Deposit
Shares/Equities Equity Swaps /D1

2
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Corporate Bonds

Chapter Goals
◽ Convention difference between ◽ High Yield Bonds
Government Bonds and
Corporate Bonds ▸ Yield to Call

◽ Spreads: G, T, I, Z ◽ Credit Analysis

◽ Credit Curves ▸ Ratings and Ratios

◽ DV01 ▸ Seniority and Recovery Rates


◽ Trading and Markups on a Bond
◽ Pricing a Bond:
▸ Secondary Curves
▸ Relative Value
▸ New Issue Premiums
3
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Corporate Bonds

Investment Grade Bond Conventions


US Treasuries US Fixed Rate US Floating Loan
Corp Bond Rate Note
Issuance Process: Auction Bookbuild Bookbuild Bilateral
Negotiation
Interest: Fixed Rate Fixed Rate Floating Rate Floating Rate
Semi-Annual, Semi-Annual, Quarterly, Quarterly,
Act/Act 30/360 Actual/360 Actual/360
Unadjusted Unadjusted Adjusted Adjusted
Issue Price: Premium Discount to Par At Par (100%) At Par (100%)
/Discount to Par
Documentation: None Prospectus & Prospectus & Negotiated Loan
Termsheet Termsheet Agreement

Trading Fractional Trades on Spread Trades on a “Trades by


Conventions: 100-14+ to Treasury, Price Discount Margin, appointment”
rounded to 3 Price rounded to 3
decimal places decimal places
Settlement: T+1 T+2 T+2 Around 2 weeks

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Corporate Bonds

Yield Curves
• The US Treasury Market forms a US Treasury Yield Curve
basis for the US Fixed Income
Market

• We can plot a yield curve, with


Yields on the Y axis, and Treasury
Bonds of different maturities on the
X axis

• In the graph to the right, each green


dot represents the yield of a US
Treasury of that tenor To recreate this graph in Bloomberg, hit GC <GO>
for Graph Curves and select the US Treasury Actives
• “Connecting the dots” has a fancy Curve

word in Fixed Income and we refer


to it as Linear Interpolation

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Corporate Bonds

Linear Interpolation

Table of Yields from GC Graph

• If the 3 year US Treasury yields 1.800% and the 5 year US Treasury yields and
1.833%
• Then we can “interpolate” the 4 year yield as 1.8165% (mid-point between the
3 year and the 5 year)

• For a more precise Interpolation, you can enter in Bloomberg: ICUR # <GO>
where # is the number of years (decimals work) from today

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Corporate Bonds

Building Yield Curves for Valuing High Grade Bonds


• We’ve plotted the Government curve in Green by using Interpolated Yields of US Government bonds of
varying maturities
• The Swaps Curve in Blue is plotted is built from Interest Rate Swap Market. Market prices for interest
rate swaps are available for a broad range of maturities and then linearly interpolated
• For a frequent corporate bond issuer with many bonds that are actively traded across a range of
maturities, we can graph a spread curve in the same way we interpolate government bond yields

Apple’s Bond
Curve

Government
Curve
Swaps
Curve

Bloomberg Tip: To Recreate this chart, Hit GC <GO> for graph curves and enter the following curves: BI550, S23 ,BI114. The tenors shown are 2 years to 30 years

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Corporate Bonds

Spreads to the Government Curve


• The Swap Spread, the Swap spread is the Swap Yield less the Government Yield

• The G-Spread, the Corporate Yield less the same maturity Government Yield

Spread to
Governments “G-
Spread”
Swap Spread
Used to determine Libor
Equivalents of Floating
Rate Notes

Negative 33 bps is the US


30 Year Swap Spread
103.7 bps is Apple’s 30
Year G Spread

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Corporate Bonds

What does the G-Spread Represent?


• The G Spread represents the additional Yield an investor
would receive by owning a Corporate Bond over owning a
Government Bond Corporate
• A Government Bond in the same currency as the Bond Issue is
Bond Yield
generally considered credit risk free as the Government could
print more money to repay obligations
G
• A corporation does not have the same ability to print money.
Spread
The rating agencies reflect this by limiting the corporate bond
rating to the sovereign rating

• Government Bonds Advantages Government


Yield
◽Higher credit quality

◽More liquid (easier to trade) Same Maturity


(Interpolated)
◽Cheaper Financing / Better Terms

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Corporate Bonds

The T Spread versus the G Spread


• US Corporate Bonds are traded on a T spread
versus a G Spread. What is the difference?
Corporate
• A T spread compares the Bond to the On-The- Bond Yield
Run Treasury which will be a slightly different
maturity
T G
• The advantage is a Treasury that is frequently
traded with a transparent yield, versus trying Spread Spread
to negotiate multiple data points to
interpolate a yield to an odd maturity

• In practice, Issuers, Traders and Investors all On the Run Gov’t


consider the G Spread for relative value Treasury Curve
• Some 5.5 year and 10.5 year bonds were
Different Same
issued as the higher spread versus a 5 year or
10 year was optically more attractive Maturity Maturity

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Corporate Bonds

Example: Apple Corporate Bond


• The following bond is an Apple Apple Corporate Bond DES Screen
Corporate Bond. It was issued in 2014 AAPL 3.45 05/06/24 Corp <GO>
and had an original 10 year maturity
DES <GO>
• It was priced off the on-the-run 10 year
when it was issued.
• In 2019, the Bond has a 5 year remaining
maturity
• The bond currently trades off the on the
run 5 year US Treasury, the 2% coupon
maturing in May 2024
• If I was asking a trader for this bond, I
would verbally refer to it as “Apple 3
point 4 5 of May 24” omitting the day of
the month where it matured

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Corporate Bonds

Trader Runs
• A trader run is a sheet is a menu of
Salespeople forward runs to their clients
bonds that the trader is willing to trade
using the keystroke 3-GO 1-GO
and their bids and offers (where they
would buy and sell the bonds)
• The runs are quoted off a Treasury
spread, with the underlying treasury
moving and spreads staying relatively
stable
• Traders can create runs using the RUNZ
function. Traders typically save the
bonds in a workbook and update the
spreads based on market movements
• Trader runs are sent via Bloomberg
messenger and can be accessed via the
MSG function or MSG button

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Corporate Bonds

The Bloomberg YA Screen


• The bond currently trades off the on the
run 5 year US Treasury, the 2% coupon
maturing in May 2024 Apple Corporate Bond YA Screen

• That treasury was trading at the time of


the screenshot a yield of 1.814688%
• The trader offer on the bond, or price
where they will sell it at, was “/+55”
meaning the 5 year Treasury yield plus
55 basis points. The slash “/” is to
indicate the offer side
• The yield on the corporate bond is
2.46488% (or 1.814688%+0.55%)
• Other key details such as Duration,
Risk/DV01 and Accrued Interest are on
the YA Screen

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Corporate Bonds

Executing a Corporate Bond

Bloomberg Chat with a Trader A VCON Ticket Confirms the sale

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Corporate Bonds

Using DV01 on a Corporate Bond


• Using our Apple Corporate Bond example, the trader Apple Bond YA Screen T+55
quoted you an offer of T+55

• Imagine you are the salesperson and you wanted to


mark-up the bond and earn additional commissions
on the sale

• For any asset, you want to sell it from higher than you
bought it for. Price and Yield are inversely related, so
if I wanted a higher price, I need to sell it for a lower
yield

• Instead of T+55, I am going to sell it for T+54. How


much do I earn for marking-up the bond by 1 basis
point running? Apple Bond YA Screen T+54
• The answer is the DV01 – which is $471 on a $1
million notional

• Compare the settlement amounts:

◽ At T+55, you would sell it for $1,048,650

◽ At T+54, you would sell it for $1,049,121

◽ The difference is $471, or the DV01

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Corporate Bonds

DV01
• DV01 stands for the Dollar Value of 1 Basis Point. It can be called “01”
• One basis point is 1/100 of a basis point. 1% = 100 basis points,
abbreviated bps. 0.01% = 1 bps
• DV01 Changes as the Notional Changes. A 1 bp markup on a $1mm is
not the same as $10mm
• To convert between dollars and basis points, divide by 10,000. 1 basis
point on 10,000 is $1. This only applies for bps upfront versus bps
running
• 1 basis point on $10 million is 1,000. Salespeople like to think in
increments of $10mm for easy math
• Salespeople and Traders care about the DV01 as this is how much they
make by marking up the bond by one basis point

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Corporate Bonds

DV01, Risk on Bloomberg, Modified Duration


• A similar metric on Bloomberg is called Risk. It is identical to DV01
except expressed in a basis points versus a dollar value. For Example:
◽DV01: $471. 1 bps move in rates (yield) on each $1 million notional is
$471
◽Risk 4.71, 1 bps move in rates (yield) up will move the price down
4.71 bps
• This is the same concept as Modified Duration, but moving by 1/100th
of the increment
• Modified Duration and DV01 are similar measures but will be
different. The difference between coupon and yield matter, and going
from 2.50% to 2.51% versus from 2.50% to 3.50% is the difference in
impact between DV01 and Modified Duration

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Corporate Bonds

Corporate Bond Spread to Swaps Both reference


Same Maturity

• The following to spread to swaps are Corporate


generally quite similar Bond Yield 2.50%

• We graphed the I Spread when I 50


analyzing Swap Spreads and Spread bps
comparing the Swap Curve to the
Treasury Curve Swap Curve 2.00%

• In practice, Bonds are analyzed off the Corporate


2.50%
Z Spread when comparing the bonds Bond Yield
yields to Swaps and I Spreads are 49
Z
rarely used. Bloomberg will calculate
Spread bps
both for you.
Swap Zero
2.01%
Swap Curve references an Interest Rate Swap with Fixed Coupons. Rate is the Curve
Fixed Coupon that results to a Zero Present Value versus LIBOR

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Corporate Bonds

New Issue Bond Schedule

Final
“Go/No- Book
Pre-Call Announce Pricing
Go” Call Update
Guidance
• Around • Around • Around 8AM • Mid Morning • Around
7:30AM 7:45AM Lunchtime

Books
Launch Free-to-
Close & Allocate Settle
and Priced Trade
Reconcile
• Around 1pm • Around 2pm • Around 3pm • End of Day • Bonds are
settled

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Corporate Bonds

Bond Example: Keybank 3 year Fixed

• January 24th 2019 Trade, Key Bank


NA
• Announce: 3 year Treasuries + 95
area for the Fixed Rate Note and
Libor Equivalent for the FRN
• Final Guidance was T+80 area (+/-
2 bps) or T+78-82 range
• The transaction priced at the tight
end of that range at T+78
• $1 billion Issue, Split $600mm
Fixed Rate, $400mm Floating Rate

Bloomberg Tip: To load up this bond in Bloomberg, type in KEY 3.3 02/01/22 Corp <GO> DES

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Corporate Bonds

Exercise 14: T, G, I and Z Spreads


• You are seeking to buy the KeyBank 3
year Fixed Rate Bond
• You’ve been quoted an offer of T+55
• Calculate the Bond’s Yield to Maturity
and T-Spread, G-Spread, I-Spread and Z-
Spread using the following information
◽ 3 Year On-The-Run Treasury Yield:
1.797%
◽ Interpolated Treasury to 2/1/2022:
1.82%
◽ Swap Rate to 2/1/2022: 1.847%
◽ Zero Curve Rate to 2/1/2022: 1.853%

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Corporate Bonds

Exercise 14: Solution

3 Year On-The-Run
Treasury Yield: T-Spread:
55 bps
1.797% 0.55% 2.347%
0.0055
55/10,000

Bond Yield to
Reference: Spread:
Maturity:

T Spread: 2.347% 1.797% 55.0 bps

G Spread: 2.347% 1.820% 52.7 bps

I Spread: 2.347% 1.847% 50.0 bps

Z Spread: 2.347% 1.853% 49.4 bps

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Corporate Bonds

Exercise 14: Bloomberg Solution


• KEY 3.3 02/01/2022 Corp <GO> DES

T
Spread

Yield Calculation
G, I and Z
Spreads

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Corporate Bonds

Exercise 15: Building out the Bond Cashflows


Bond Calculations
1. Enter in the Settlement Date of 6/20/2019
2. Calculate the Fractional Period
3. Using the Benchmark Yield, and offer spread of T+55, calculate the Bond Annual
Yield to Maturity
4. Enter in the Coupons Per Year and Calculate the Period Yield
5. Calculate the Interest Payment and Final Principal Payment
6. Sum the Total Cash Flows
7. Adjust the Coupon Number by Fractional
8. Calculate the Yield Present Value by discounting the Total Cashflow by your
Period Yield
9. Sum the Present Value to calculate the Bond Price and Proceeds

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Corporate Bonds

Valuing New Issue Bonds


New Issues impact the entire credit trading floor

Syndicate Sales Trader

• Suggest New Issue • Demonstrate Value of • New Issues are


Pricing to Bond bond to Investor actively traded
Issuers • Position for switch
trades

Drivers of new issue bond valuation

Secondary Curve Relative Value New Issue Premium

• Where are existing • How does the • Is the New Issue


bonds trading secondaries Premium fair?
compare with peers

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Corporate Bonds

Pricing considerations for Corporate Bonds


• Unlike Equities, ratings are a key driver in Bond pricing and much more
important than sector
• Some sectors do trade tighter due to scarcity value (consumer versus
Telecom)
• Credit spreads are almost always upward slopping (and rarely inverts
unlike the Yield Curve). Longer bonds trade at wider spreads
• Financials and Non-Financials trade differently. At times, financials
could trade wider and vice versa. Be careful with the terminology of
Corporates, DCM teams generally use Corporates to refer to Non-
Financials while traders use Corporates to refer to all Corporate Bonds
or Credit products under the “Corporate” Bloomberg Key

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Corporate Bonds

Ratings can vary across the same industry

Name Ticker Moody’s S&P Fitch


Toyota Motor Credit Corp TOYOTA Aa3 AA- A+
BMW US Capital LLC BMW A1 A+ NR
American Honda Finance Corp HNDA A2 A NR
Mercedes-Benz Finance Co Ltd DAIGR A2 A A-
Nissan Motor Acceptance Corp NSANY A3 A- NR
Volkswagen Group of America Finance VW A3 BBB+ NR
Hyundai Capital America HYNMTR Baa1 Baa+ NR
General Motors Financial Co GM Baa3 BBB BBB
Ford Motor Credit LLC F Baa3 BBB BBB
Fiat Chrysler Automobile FCAIM Ba2 BB+ BBB-
Tesla Inc TSLA Caa1 B- NR

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Corporate Bonds

Gathering Secondary Levels


• Bond traders create their runs using the RUNZ function

• You can utilize the RUNZ function on Bloomberg to calculate the G and Z spread of
multiple bonds quickly

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Corporate Bonds

Building the Secondary Curve


• The secondary curve build out is a conceptual build versus something very technical built
in Excel. The calculations are rounded. Only tenors where are new issue is likely is needed
for this exercise

F 5.596 01/22
G+150.06
F 3.813 10/21
G+149.487

2y 3y 4y 5y 6y 7y 8y 9y 10y
Maturity 06/21 06/22 06/23 06/24 06/25 06/26 06/27 06/28 06/29

Today = “June 2019”

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Corporate Bonds

Building the Secondary Curve


• The secondary curve build out is a conceptual build versus something very technical built
in Excel. The calculations are rounded. Only tenors where are new issue is likely is needed
for this exercise

F 4.14 02/23
F 5.596 01/22 G+182.755
G+150.06
F 3.813 10/21 F 5.584 03/24
G+149.487 G+220.489

2y 3y 4y 5y 6y 7y 8y 9y 10y
Maturity 06/21 06/22 06/23 06/24 06/25 06/26 06/27 06/28 06/29

T+145 T+155

Today = “June 2019”

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Corporate Bonds

Building the Secondary Curve


• The secondary curve build out is a conceptual build versus something very technical built
in Excel. The calculations are rounded. Only tenors where are new issue is likely is needed
for this exercise

F 4.14 02/23
F 5.596 01/22 G+182.755
G+150.06
F 3.813 10/21 F 5.584 03/24 F 4.687 06/25
G+149.487 G+220.489 G+233.379

2y 3y 4y 5y 6y 7y 8y 9y 10y
Maturity 06/21 06/22 06/23 06/24 06/25 06/26 06/27 06/28 06/29

T+145 T+155 T+225

Today = “June 2019”

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Corporate Bonds

Building the Secondary Curve


• The secondary curve build out is a conceptual build versus something very technical built
in Excel. The calculations are rounded. Only tenors where are new issue is likely is needed
for this exercise

F 4.14 02/23
F 5.596 01/22 G+182.755
G+150.06
F 3.813 10/21 F 5.584 03/24 F 4.687 06/25
F 5.113 05/29
G+149.487 G+220.489 G+233.379
G+282.896

2y 3y 4y 5y 6y 7y 8y 9y 10y
Maturity 06/21 06/22 06/23 06/24 06/25 06/26 06/27 06/28 06/29

T+145 T+155 T+225 G+234

Today = “June 2019”


There is no on-the run treasury for 6 years, keep as
a G spread and we’ll adjust later

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Corporate Bonds

Building the Secondary Curve


• The secondary curve build out is a conceptual build versus something very technical built
in Excel. The calculations are rounded. Only tenors where are new issue is likely is needed
for this exercise

F 4.14 02/23
F 5.596 01/22 G+182.755
G+150.06
F 3.813 10/21 F 5.584 03/24 F 4.687 06/25
F 5.113 05/29
G+149.487 G+220.489 G+233.379
G+282.896

2y 3y 4y 5y 6y 7y 8y 9y 10y
Maturity 06/21 06/22 06/23 06/24 06/25 06/26 06/27 06/28 06/29

Secondary T+145 T+155 T+225 G+234 T+240 T+283


Curve

Today = “June 2019”


There is no on-the run treasury for 6 years, keep as
a G spread and we’ll adjust later

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Corporate Bonds

Relative Value
• GM is the logical comp for Ford with similar ratings and industry. GM trades tighter than
Ford in the secondary market, which helps the relative value on a spread basis

• The relative value check is for both the spreads as well as the curve (spread pickup to go
from 3y to 5y, and from 5y to 10y for example)
GM 5 year to 10 year
GM 3 year to 5 year
curve roughly ~57 bps
curve roughly ~60 bps
GM 4.2 11/21
G+116
GM 3.55 7/22
G+125 GM 5.1 01/24 GM 5.65 06/29
G+172 G+242
Today = “June 2019”
Ford 2y 3y 4y 5y 6y 7y 8y 9y 10y
Maturity 06/21 06/22 06/23 06/24 06/25 06/26 06/27 06/28 06/29

Secondary T+145 T+155 Don’t T+225 G+234 T+240 Don’t Don’t T+283
Curve Show Show Show
Ford 3 year to 5 year Ford 5yr to 10 year
curve roughly ~70 bps curve roughly ~58 bps

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Corporate Bonds

New Issue Premium


• New Issue Premiums depend very much on investor sentiment and inflows of cash. A small single
digit premium is generally considered a good result

• The actual calculation has some “fudge factor” as there maybe some debate

Ford 2y 3y 4y 5y 6y 7y 8y 9y 10y
Maturity 06/21 06/22 06/23 06/24 06/25 06/26 06/27 06/28 06/29

Secondary T+145 T+155 Don’t T+225 G+234 T+240 Don’t Don’t T+283
Curve Show Show Show
New Issue
Premium 5 bps
New Bond
Spread
(“Reoffer T+150
Spread”)

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Corporate Bonds

Exercise: New Issue Premium


• If Ford, an auto manufacturer rated (Baa3, BBB, BBB) was looking to issue a new bond, which of the
following would impact New Issue Premium?

• What is the overall sentiment in the market?

• There isn’t one answer – you can have different New Issue Premiums based on different tenors

Ticker Name Rating Size Tenor Final Delta NIP Covered


HYNMTR Hyundai Cap. Americas Baa1/BBB+ 400m 3 year +120 18 2 3.0x
HYNMTR Hyundai Cap. Americas Baa1/BBB+ 400m 5 year +155 13 10 2.3x
EQR EQR (REIT) A3/A- 600m 10 year +97 15.5 7 2.3x
CBT Cabot (Chemicals) Baa2/BBB- 300m 10 year +195 5 5 1.5x
BAC Bank of America Baa3/BBB- 1,000m PerpNC5 5.125% 19 N/A 2.5x
JACLIF Jackson Life Insurance A1/AA- 300m 5 year +85 13 N/A N/A
JACLIF Jackson Life Insurance A1/AA- 300m 10 year +100 15 3 1.7x
KKR KKR Group Finance A/A 500m 20 year +170 20 N/A 2.4x
MAERSK APMM (Shipping) Baa3/BBB 500m 10 year +250 10 35 1.7x
LNT Wisc. Light & Power A2/A 350m 10 year +95 15 N/A 1.7x

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Corporate Bonds

Exercise: New Issue Premium


Similar Sector
Ticker Name Rating Size Tenor Final Delta NIP Covered
HYNMTR Hyundai Cap. Americas Baa1/BBB+ 400m 3 year +120 18 2 3.0x
HYNMTR Hyundai Cap. Americas Baa1/BBB+ 400m 5 year +155 13 10 2.3x

Similar Ratings
Ticker Name Rating Size Tenor Final Delta NIP Covered
CBT Cabot (Chemicals) Baa2/BBB- 300m 10 year +195 5 5 1.5x
MAERSK APMM (Shipping) Baa3/BBB 500m 10 year +250 10 35 1.7x

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Corporate Bonds

Exercise: New Issue Premium


Less Relevant
Ticker Name Rating Size Tenor Final Delta NIP Covered
EQR EQR (REIT) A3/A- 600m 10 year +97 15.5 7 2.3x
BAC Bank of America Baa3/BBB- 1,000m PrepNC5 5.125% 19 N/A 2.5x
JACLIF Jackson Life Insurance A1/AA- 300m 5 year +85 13 N/A N/A
JACLIF Jackson Life Insurance A1/AA- 300m 10 year +100 15 3 1.7x
KKR KKR Group Finance A/A 500m 20 year +170 20 N/A 2.4x
LNT Wisc. Light & Power A2/A 350m 10 year +95 15 N/A 1.7x

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Corporate Bonds

Re-Offer Spreads
• Re-Offer spreads are used on a Syndicate Pricing Sheet to show fair value of where a new
bond issuance would come

• The Re-Offer Spreads takes the secondary curve plus a New Issue Premium

2y 3y 4y 5y 6y 7y 8y 9y 10y
Maturity 06/21 06/22 06/23 06/24 06/25 06/26 06/27 06/28 06/29

Secondary T+145 T+155 Don’t T+225 G+234 T+240 Don’t Don’t T+283
Curve Show Show Show
New Issue +5 +7 +15 +20 +20 +27
Premium
G-Spread G+254 +310

Re-offer T+150A T+160- T+240A T5+260A T+260A T+310A


Spread 165

Re-Offers can be entered in 6yr UST Interp at 1.81%,


as an Area (A) or a Range 6 bps over 5 year UST

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Corporate Bonds

The Syndicate Pricing Sheet


• The Syndicate Team prepares a Pricing Sheet on a periodic basis for frequent issuers
seeking to access the market

• The syndicate team formalizes this process in a table for issuers

• Salespeople and investors would complete a similar process to determine the value of a
new bond issuance

2y 3y 5y 6y 7y 10y
Treasury Yield 1.732% 1.682% 1.746% 1.746% 1.871% 2.014%
Re-offer Spread T+150A T+160-165 T+240 T5+260A T+260A T+310A
Re-offer Yield 3.232% 3.282-3.322% 4.146% 4.346% 4.471% 5.114%

Spread to 3m$L L+146 L+157-162 L+238 L+254 L+262 L+312

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Comparing High Grade to High Yield Bonds


US High Grade Bonds US High Yield Bonds
Coupon Fixed Rate Fixed Rate
Coupon Convention 30/360 Semi-Annually 30/360 Semi-Annually
Documentation Typically SEC Registered or Typically SEC Registered
Similar
144A (or another or 144A (or another
exemption) exemption)
Collateral Typically Uncollateralized Typically Uncollateralized
Settlement T+2 Days T+2 Days

Calls Generally none except Calls are Common


Make-Whole or Regulatory
Calls
Pricing Convention Traded on a Spread to Traded on Price basis to 3
Treasury basis, settled on a decimal places, Different
price basis to 3 decimal increments of an eighth
places (fractions)
Ratings Baa3 or Higher Ba1 or Lower

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Corporate Bonds

Considering recovery values


• Recall comparing 2 US Treasuries one with a $104 handle price and one
with a $127 handle price
• When comparing US Treasuries where default risk is low, the key
pricing consideration is the timing of cash flows and whether they were
appropriately considered
2.625% Coupon - $104 Price 5.25% Coupon - $127 Price

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Corporate Bonds

Considering recovery values


• Recall comparing 2 US Treasuries one with a $104 handle price and one
with a $127 handle price
• When comparing US Treasuries where default risk is low, the key
pricing consideration is the timing of cash flows and whether they were
appropriately considered
• High Yield Bonds carry a higher degree of default risk. In the event of
default, investors can claim the par value of the bond and any accrued
but unpaid interest. They cannot claim the premium of buying a bond
for $127 in bankruptcy court
• The Bond Investor can place a claim for the face value of the bond and
any accrued but unpaid coupon. In a distressed situation where the
default risk is high, bonds will trade toward the value where investors
think they can recover in bankruptcy court

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GM Credit Spreads and Rating Agencies

GM CDS Credit Spread Moody’s Sr. Unsec


• Baa3 (Jan 2017-)
• Ba1 (Sep 2014)
Improving Financials
• Ba2 (Dec 2013)
Higher Credit Ratings
Lower Credit Spread • Ba3 (Oct-2011)

S&P Sr. Unsec


• BBB (Jan 2017-)
• BBB- (Sep 2014)
• BB (Jan 2012)
• B+ (Mar 2011)

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Ratings Drift
• What’s more likely – Ratings Upgrade or Downgrades?

• Ratings drift is the average issuer rating upgrade versus downgrade (Ba2 to Ba1 is plus
one notch)

• How much is macroeconomic? How much of it is sector specific?

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Corporate Bonds

High Grade vs. High Yield Issuers

High Grade High Yield

• More Leveraged
• More Debt per Cashflow
• Debt to EBITDA Ratio Used
• EBITDA as a Cash Flow Proxy
Higher notional of
• E.g. 4.0x Debt to EBITDA
bonds per Issuer
• If Business Declines – Debt level remains constant,
EBITDA declines, increasing the ratio and reducing
the ability to repay debt

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Corporate Bonds

Historical Default Rates


• Default rates are cyclical and generally increase during a recession

• High Yield Issuers default at a higher rate than Investment Grade Issuers

• Compare by notional or by issuer count. Lehman was originally Investment Grade rated
and had more debt outstanding than an average High Yield issuer

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Different types of debt issuance

Bonds Loans

Secured
1st Lien 1st Lien

2nd Lien 2nd Lien


Senior

Unsecured
Senior Senior
Unsecured Unsecured
Bond Loan
Subordinated

Mezzanine Mezzanine

Subordinated Subordinated
Junior Junior
Subordinated Subordinated

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Senior Creditors
• The term pari-passu is commonly used. This is a latin word for saying equal footing
• All senior creditors receive an equal share of funds available to senior unsecured
investors to support any remaining claims
• Collateral is a common differentiator amongst senior creditors
• Cash raised from selling collateral (collecting accounts receivables or inventory for
example) will first be used to pay off holders of senior creditors who have claims
supported by that collateral
• Proceeds from collateral not tied to (or with a Lien on) any creditor will go into the
general pool of unsecured cash available to all senior creditors
• Collateralized creditors can also have preference amongst themselves:
◽ First Lien holders are paid first from cash flows generated from their pool of
collateral
◽ Second Lien holders are paid if there are any remaining funds from the collateral
pool after first lien holders are paid off. Note that second lien holders can still be
senior creditors

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Corporate Bonds

Recovery Rates vary by product

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Waterfall – Who gets repaid first?


• Waterfall Payments describe the order of which creditors get paid from the assets of a
company in a bankruptcy situation. Each class of creditors need to be fully repaid before
the next class gets paid

Taxes
Employee
Wages
DIP
Company Financing
Assets Senior
Creditors
Subordinated
Creditors

Equity
Holders
Note: Simplified Example for Illustrative Purposes

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Creditor waterfall
Employee • Unpaid taxes are employee wages are generally at the top of
Taxes the waterfall
Wages
• Bankrupt companies typically borrow money to pay lawyers
DIP Financing and to keep operating during bankruptcy (if court allows)
• Court approved post-bankruptcy claims have priority

• Most bonds and loans fall here. Suppliers/vendors are


Senior Creditors
typically lumped with senior creditors

Subordinated • Mezzanine and other debt agreed to be paid after all senior
Creditors creditors

• Paid last if there are remaining funds


Equity Holders • Typically wiped out in bankruptcy

Note: Simplified Example for Illustrative Purposes

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Waterfall Example among Senior Creditors


1) Use non-collateralized cash to pay to Taxes, Wages, DIP Cash from Non-
2) Pay to Taxes, Wages, DIP if cash from non-collateralized
Collateralized Assets
assets are insufficient
1
Cash from
Collateralized 2 Taxes, Wages, DIP
Assets
3) Pay to First Lien Senior
4 4) Pay to Second Lien Senior if cash Cash to Senior
remains after paying first lien Creditors
3
5) Remaining cash go to general Senior pool
5 Remaining Cash Split
Pari-Passu

First Lien Second Lien Unsecured Unsecured Unsecured


Senior Senior Loan Bond Claim

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Corporate Bonds

Exercise 16: Calculating Recoveries


• Case A is solved for you. Use this as a reference and build Case B and C

• Calculate the Recovery Amounts and Recovery Percentage for each class

• Once completed, turn and talk with your neighbor on the different scenarios and
summarize key takeaways

Capital Structure Claim Cash Raised Case A Case B Case C


Taxes, Wages, DIP 10 Non-Collateralized Assets 100 0 100
Collateralized Assets 100 180 40
First Lien Senior 50

Second Lien Senior 25

Unsecured Loan 5

Unsecured Bond 100

Unsecured Claim 20

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Exercise 16: Solution

Cash Raised Case A Case B Case C


Non-Collateralized Assets 100 0 100
Collateralized Assets 100 180 40

Capital Structure Claim A- $ A-% B-$ B-% C-$ C-%

Taxes, Wages, DIP 10 10 100% 10 100% 10 100%

First Lien Senior 50 50 100% 50 100% 45.625 91%

Second Lien Senior 25 25 100% 25 100% 10.0625 56%

Unsecured Loan 5 4.6 92% 3.8 76% 2.8125 56%

Unsecured Bond 100 92 92% 76 76% 56.25 56%

Unsecured Claim 20 18.4 92% 15.2 76% 11.25 56%

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Repayment Waterfall Takeaways

All Senior Debt is Pari- Second Lien Debt is not


Taxes, Wages and DIP Passu Subordinated
Financing gets paid • Collateralized debt has • Second Liens have collateral
first preference on collateral preference after first lien but
cashflows ahead of unsecured senior

Loans and Bonds are Vendor claims are


treated equal added to senior claims
• Collateral is the • The total amount of senior
differentiation, and Loans claims can be more than just
are typically collateralized outstanding bonds plus
loans

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Introducing IQVIA Case Study


• On May 6, 2016, Quintiles and IMS agreed to merge in an all-stock deal
• The transaction was closed in October 2016
• The two companies are both Healthcare companies but operate in different
areas
◽ IMS provides pharmaceutical market data focused on SaaS applications
on its cloud platform
◽ Quintiles was a Contract Research Organization (CRO). Quintiles
performs clinical trials to pharmaceutical companies testing out new
drugs
• The new company was renamed IQVIA
• IMS shareholders owned 51.4% of the combined company with Quintiles
shareholders owning the remaining portions

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Merger Rationale
• Criticism at merger

• Different phases: Mature vs Growth

• Can equity markets value a blended


company?

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Why would an all-stock transaction need financing?


• Quintiles shareholders received IQVIA stock. IMS share holders received
IQVIA stock. Existing loan agreements were renegotiated and part of the
new company
• Why the need for cash? To buy back shares
• The existing investors (PE Funds) wanted to sell their shares
• These funds sold their shares to the market in a secondary offering (selling
shareholders receive cash, company doesn’t receive cash)
• IQVIA then repurchased shares for two reasons
• To offset the impact of some of the selling shareholders (TPG, CPPIB,
Bain etc) floating more shares onto the market
• To improve the company’s EPS as the company’s financials lagged the
merger guidance

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IQVIA High Yield Bond


• On May 7th, 2019, IQVIA issued a
$1.1 billion 8 year Non Call 3 year
Senior Unsecured Bond
• The bond was issued under the
144A/Reg-S Exemption (and
carries separate CUSIPs for the
144A and Reg-S notes)
• The purpose of the note was to
repay the borrowings under the
Issuers’ Revolving Credit Facility
(Revolver), Fees and General
Corporate Purposes
• The Bond was priced at par and
carries a 5% Coupon

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Corporate Bonds

IQVIA’s Credit Rating Profile


With the bond loaded in Bloomberg, typing CRPR <GO> allows us to see the company’s Credit Rating Profile

The Bond Rating is the


same as the Senior
Unsecured Debt
Rating Ba3

Ratings Outlook vs.


Watch
Watch is an near term
change, Outlook is a
longer term change

The Long Term


Rating is an Issuer
Rating and looks at
the overall company
credit risk.
The Ba2 is one notch
higher than the bond
rating, due to loans
benefiting from Clicking on the rating itself
collateral will show you the history

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Corporate Bonds

Analyzing the Corporate Structure


• Selecting the Company Tree Ratings on the CRPR page will allow you to see
subsidiaries and parent companies, and will also allow you to see if any of these
companies are also rated

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Corporate Bonds

Finding the Call Schedule on Bloomberg


• Under the schedules tab on the DES page, you can find the call schedule

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Corporate Bonds

Exercise 17: Yield to Call and Yield to Worst


• We’ve modified our Bond calculator used for High Grade Bonds to account for multiple call schedules
• The yield to maturity calculation is the same, the only difference is we are calculating the yield to
various call dates
• Note that this Bond has a first long coupon, we’ve adjusted the first interest payment and the
fractional period calculation to adjust for it
Part 1
1. Enter in the Call Schedule in Part 1
2. Guess and Check the Annual Yield to Call for each call date to solve for the Issue Price of 100.00%
3. Note the Yield to Worst Date (there could be more than one date with the same yield)
4. Discuss: How does the Call Price Impact your view of the Call Options?
Part 2
1. In Part 2, The bond has been traded for over a month and is now priced at $103.50. Guess and
Check the Annual Yield to Call to each call date. Note the Yield to Worst, which is the lowest yield
out of all the call dates
2. Discuss: Why does the yield to call differ in 2024 and 2027 despite the call price being the same

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Corporate Bonds

Exercise 17: Bloomberg Solution


• Once you load up the bond, select YA to load
the Yield and Spread page, hit the Calls tab
and it will calculate the Yield to each call date
and the Yield to Worst

Part 1: At Issue,
par price

Part 2: On
6/24/2019 at
103.50 price

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