Financial Contracting and re-rating experience,the cases of whole make, claw back and other wise ordinary callable bonds (original) (raw)

The Existence of Corporate Bond Clawbacks (IPOCs): Theory and Evidence

SSRN Electronic Journal, 2000

Clawback provisions allow the issuer to partially redeem a bond issue often within three years of issuance using proceeds only from new equity issues. Empirical evidence indicates the clawback provision is rarely exercised. This poses an interesting dilemma as clawback provisions are an expensive source of funding, often commanding yields that are significantly higher than traditional corporate bonds. We develop a simple model that provides a rationale for the scarcity of call redemptions and the higher yields of clawback bonds. The model predicts a relation between issuance of clawback bonds, cash flow volatility and the probability of renegotiation of clawback debt contracts.

An empirical investigation of corporate bond clawbacks (IPOCs): Debt renegotiation versus exercising the clawback option

Journal of Corporate Finance, 2013

Bond clawback provisions allow the issuer to partially redeem a bond issue often within 3 years of issuance using proceeds only from new equity issues. We document that clawback bonds are often renegotiated and clawbacks provisions are rarely exercised. We find that the probability of exercising the clawback option increases if the firm has lower leverage, has better return on equity, and is not issuing in the 144 market. We also find that the higher yields observed on clawback bonds are associated with the likelihood of the clawback provision being exercised. We argue that the results are consistent with the view that firms that use clawback provisions are likely to have better fundamentals. These firms exercise the clawback provision because the firm is able to access the equity markets and issue the needed equity for exercising the clawback option. Renegotiation of clawback bond results from the need to refinance the high cost IPOC issues and the difficulty accessing the equity capital markets.

The choice among non-callable bonds and make whole, claw back and otherwise ordinary callable bonds

2012

This paper seeks to explain determinates of the choice and the pricing of various types of callable and non-callable bonds. We find that the popularity of different types of callable and non-callable bonds is significantly related to the economic environment. In addition, the popularity of claw back bonds appear to be driven by agency considerations, make whole bonds by the debt overhang problem, ordinary callable bonds by the need by banks to deal with interest rate changes and non-callable bonds by the need to raise funds as cheaply as possible. All else equal, firms pay a higher offer spread for the flexibility to call a claw back bond early via a new share offering whereas issuers of make whole bonds are rewarded with a lower offer spread for restricting calls to circumstances that does not expropriate bondholder wealth.

An Analysis of Bond Covenants

1979

Wtth rtsky debt outstandmg, stockholder acttons armed at maxrmtzmg the value of their equtty clatm can result m a reduction in the value of both the firm and its outstandmg bonds. We examme ways m which debt contracts are written to control the confltct between bondholders and stockholders.

The Rise of Covenant-Lite Bond Contracting

Journal of Accounting, Auditing & Finance, 2021

We investigate the trading and yield effects of covenant-lite (cov-lite) high-yield bond contracts, which have a restricted (lite) set of covenants. The excluded covenants often are those that use accounting performance measures. Although much research has focused on the potential benefits of accounting as a basis for debt contracting, little is known about settings where it may be optimal to exclude accounting performance statistics from public debt contracts. We find that cov-lite high-yield bonds have a higher trading turnover and lower yield spreads. Our findings provide empirical support for theory, which predicts, for optimal bond covenant design, that a trade-off between improving trading ease versus enhanced investor protection needs to be managed. These results enhance our understanding of the limits of accounting’s role in (bond) contracting design.

The practice of rating covered bonds

Economy & finance, 2021

This article analyses and compares the rating of covered bonds in the practice of the five credit rating companies which have 90% market coverage in the rating of European covered bonds (Moody’s, S&P, Fitch, DBRS and Scope). The rating of covered bonds tends to be excellent, it can even be significantly better than that of the issuing bank or that of the country in which the bank is located. The main reason for this are the different lines of defence laid down in regulation, which are also supported by the large-scale covered bond purchasing programme of the European Central Bank on the market’s side. The question is whether these lines of defence can really be deployed with full effectiveness in the event of significant turbulence in the real property market or a systemic banking crisis or a sovereign crisis, i.e. whether the current practice of the rating of covered bonds is not too optimistic.

Covenants in European Investment-Grade Corporate Bonds

SSRN Electronic Journal, 2014

The article provides an overview of covenants and the way they function against the background of financial theory. • Covenants are a type of contractual protection for creditors in debt financing. They are used in bond contracts to control the issuer's management activity and to attenuate conflicting interests existing between shareholders and bondholders. Furthermore, covenants may function as a control and an early warning device with respect to signalling financial distress of the debtor, enabling timely renegotiations of the bond's terms and conditions and thereby possibly avoiding formal insolvency proceedings. • The article further provides detailed data on how often covenants are used in investment-grade corporate bonds. The analysis is based on a sample of 1,165 bonds issued by 356 industrial companies predominantly based in Europe. • The most common covenants are gross-up, negative pledge and crossdefault/acceleration clauses. Bond investors are also very frequently granted put options in the event of changes of control in the management or ownership structure of the issuer. Covenants that impose restrictions on distributions and sales of assets by the debtor are rarely found in European corporate bonds. • Examining the rights of fixed-income investors vis-à-vis bond issuers contributes to the growing research on debt governance, which addresses, inter alia, the optimal drafting of bond contracts. Covenants play an integral part in the protection of bondholders and, therefore, in adequate debt governance. In light of the current market environment and regulatory developments, the importance of covenants is likely to increase further.

How to increase the efficiency of bond covenants: a proposal for the Italian corporate market

European Journal of Law and Economics, 2012

JEL codes: G12, K22, G32 Keywords: bond covenants, bondholder's trustee § Corresponding author. Paragraphs 2 and 3 are attributable to Flavio Bazzana, paragraph 4 to Marco Palmieri, while paragraph 1, 5, and 6 was written jointly. We will thanks the participants and the discussant to the II Adeimf congress held in Capri (Italy) in 2008, and to the EFMA annual meeting held in Milan (Italy) in 2009. The usual disclaimer applies.

Information Effects of Bond Rating Changes: The Role of the Rating Prior to the Announcement

This paper shows that studies of announcement effects of bond rating changes should take into account the initial rating. First, we provide theoretical support for different price effects as a non-linear function of the initial credit rating, using a structural, Merton-type model linking the change in default probability to the change in the stock price. Next, we show that this theoretical prediction is verified in the empirical data. We find much stronger stock price effects for bond rating changes for low-rated firms relative to high-rated firms. Accounting for the role of the initial rating explains in large part the puzzling empirical regularity that stock price effects are associated with downgrades but not upgrades. In addition, it eliminates the investment-grade barrier effect reported in previous studies.

The value of restrictive covenants in the changing bond market dynamics before and after the financial crisis

Journal of Corporate Finance, 2017

We examine the pricing of restrictive covenants on bond issues before and after the financial crisis. The existing literature in this area uses data from the pre-crisis period. While the results of our analysis using pre-crisis data are entirely consistent with existing literature, there are dramatic differences in the value of restrictive covenants between the two periods. Further, the differences between the coefficients on the control variables document and elucidate the very different bond market dynamics before and after the crisis. Before the financial crisis, we find a statistically significant cost reduction of around 50 basis points for the inclusion of negative pledges and restrictions on sale-and-leaseback activity. In the post-financial crisis period, however, the benefit of these types of covenants evaporates, becoming statistically insignificant. The benefits, for investment grade firms, of restrictions on investment activities survives the financial crisis; the price effect in the pre-crisis period is a statistically significant 60 to 72 basis point (depending on model) reduction in yields, while in the post-crisis period it is a statistically significant 51 to 55 basis point reduction in yields. For non-investment grade firms, we find in the pre-crisis period that the price effect of restrictions on payouts and additional debt are insignificant. After the financial crisis, however, these restrictions lead to a statistically significant 141 to 150 basis point reduction in yields.