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Credit Research
Asian perpetuals
Commentary: A few do’s & don’ts
 Asian corporate perpetual issuance exploded in 4Q10 with
tradable perpetuals expected to rocket from naught to over
USD3 billion by end-October

 High grade Asian corporates are natural issuers of

perpetuals given desire to avoid dilution

 Asian perpetuals offer a decent coupon and spread premium

over straight debt, but we have concerns on technical
support for these perps

A few do’s and don’ts

Asian corporate perpetual note supply exploded in 4Q10. From naught at the beginning of the
quarter we expect over USD3 billion in publicly traded Asian perps by the end of October.
The well-known corporate names behind the perpetuals (like Hutchison and Noble Group),
precedent created by recent issuance out of Europe, and investors’ familiarity with bank
perpetual structures, hasten the speed at which these issues are being done.

Watching the early trade performance for the Hutchison and CKI perpetuals raises some
concerns on the technical support for these issues. Fundamentally, the deal structures are
complex and valuations are not straightforward. We share our thoughts here on some of
the key issues we believe are worth considering relative to the existing and prospective
27 October 2010
Asian perpetual note issues.
Mary Ellen Olson
Analyst Do expect more companies to consider perps
The Hongkong and Shanghai Banking
Perps are not just useful for companies looking to improve their capital structure and
Corporation Limited
+852 2822 4524 avoid a rating downgrade. They are also a good choice for companies that want to avoid
mary.ellen.olson@hsbc.com.hk dilution. This is a hot topic among the Asian family companies who own and want to keep
View HSBC Global Research at: a majority shareholding. Add to this the benefit of low all-in borrowing rates, an expanded
http://www.research.hsbc.com
investor base, a stronger balance sheet and a more stable credit rating – who wouldn’t
want to issue a perpetual? Potential candidates for perpetual note issuance in Asia in our
Issuer of report: The Hongkong and
Shanghai Banking view include Li & Fung and Swire Pacific. Li & Fung, majority owned by the Fung
Corporation Limited family, has an aggressive expansion strategy and money raised from a perpetual note
Disclaimer & offering could help build a war chest without challenging the A- corporate credit rating.
Disclosures Swire Pacific, controlled by John Swire & Sons, is also a potential issuer in our view with
This report must be read HKD8.1b in debt scheduled to fall due by mid-2011.
with the disclosures and
the analyst certifications in
the Disclosure appendix,
and with the Disclaimer,
which forms part of it
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27 October 2010

Don’t overlook spread over senior unsecured

The recent Asian perpetuals offer decent coupons and high yields relative to senior unsecured debt. While
they do not share in equity upside, they rank senior to equity and therefore have better prospects for
ultimate recovery. For example, Moody’s September Default Report (06 October 2010) shows 5-year
average recovery on subordinated debt of issuers in default at 30.2 cents on the dollar (versus 48.5 cents
on the dollar for senior unsecured).

Judging from the recent perpetual issues, we expect perpetuals that warrant 50% equity credit should
offer about +300bp over senior unsecured debt. For example, the Hutch perpetual (not covered) offers a
yield of about 6.1% relative to the 5-year Hutchison yield at 2.8%. Investors are demanding more from
Noble’s weaker structure which is expected to offer 8.5% yield relative to the 3.8% currently offered for
its 5-year bonds.

New Asian perps offer material spreads over senior unsecured

Perp valuations Yield to Bid (%)
NOBLSP 4.875% due 2015 3.79
NOBLSP 6.75% due 2020 5.21
NOBLSP perp* 8.50
HUWHY 4.625% due 2015 2.76
HUWHY 5.75% due 2019 4.15
PHBS HUWHY'49 (CKI) 6.73
HUWHY’49 (VAR) 6.12
Source: Bloomberg, HSBC. * Expected pricing

Do look for hidden value in the structure: CKI vs Hutchison perpetual

Perpetual structures differ, as shown by rating agency notching conventions which deduct between 0 and
4 notches for perpetuals relative to senior unsecured debt. We have seen zero notches where perpetuals
are not subordinated and have a parity lien with existing senior unsecured debt. Four notches may be
warranted in structures where 100% equity credit is given and the perpetual has material equity-like risk.
Noble’s proposed 100% equity credit perpetuals, for example, allow the company to defer distributions
on the perpetual notes but still make dividend payments in certain circumstances.

The differences in structure, however, should be analyzed for value. For example, the key differences in
the CKI perpetual compared with Hutchison in our view are CKI’s mandatory deferral clause and fixed
coupon payment. Underlying credit quality of the two companies is the same at A- (S&P). Given the
mandatory deferral test lacks real teeth (see Cheung Kong Infrastructure: Bonds look fair, published 8
October 2010) and a 5-year horizon to Hutchison’s first reset date, we question whether an initial +75bp
pricing differential between CKI and Hutchison is warranted. As a result we see the spread convergence
between the Hutch and CKI perpetual as sustainable at 50-60bp.

Do question liquidity
As evidenced by the reputed USD4 billion book on Hutchison’s recent perpetual issue, the senior rank relative
to equity and high yields on offer by perpetuals garner material investor interest. However, we question the
ongoing level of technical support that will exist for the Asian perpetuals. Performance of the CKI perpetuals
has been patchy to date, which we attribute to the bonds being initially placed in weak hands. For example,
Finance Asia published bonds stats on the USD1bn Reg S issue which showed 87% of the bonds were placed
in Asia with only 13% in Europe. Anecdotal evidence suggests these bonds found homes at least initially with

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private bank clients rather than institutional accounts. Hutchison’s recent perps are also trading below par. With
the CKI, Hutch and Noble perpetual deals coming back-to-back and in large size, we worry that
underperformance will become a pattern on investor indigestion. We also worry how these bonds will fare in a
rising interest rate environment or in a market sell-off. We currently have a Hold trade call on the CKI
perpetual and have not yet initiated coverage on the Hutchison perpetual.

Don’t just assume they will be called

Reputational risk and ongoing need to access the financial markets are commonly cited motivations to
encourage hybrids to be called at their first call date. Some hybrid structures also have step-up interest
rate features offering an economic incentive for the issuer to call the bonds. We note that the European
hybrid issues appear to be valued relative to their first call, reinforcing the idea that the hybrids will be
called in an orderly fashion. We expect this is a debate that will be played out in Europe first in the
coming years, as there are several European perpetual note issues with first calls in 2011-2014.

Among the Asian perpetuals, we believe that one should not assume they will be called on the first call
date. When available, we defer to management’s comments on how it intends to handle the call. We
believe ongoing market access and reputational risk are more relevant for frequent borrowers like
Hutchison than for less frequent borrowers like CKI. Finally, we note that of the three perpetual structures
in the market only Hutchison’s has a step-up call feature that may encourage an early call (see covenant
chart below). In our view, investors should not take a 5-year call for granted as depending on the rate
environment it might make better economic sense in year 5 to keep a perpetual in place.

Do approach valuations from every level

It is a worthwhile exercise to run through some of the popular valuation techniques for hybrids as a reality
check. In Corporate Hybrids: Performance-Enhancing Debt (28 September 2010), HSBC analysts in London
recommend a variety of ways to evaluate hybrid including credit spreads, dividend yields versus hybrid
coupons and a WACC-based approach. On their own, each of these approaches has its limitations and all
should incorporate a review of the hybrid/corporate structure and assessment of management intentions.
Nonetheless, they can offer a useful reality check. For example, using an implied hybrid cost based on WACC,
CKI’s perpetuals appear cheap relative to Hutchison’s. This analysis, however, largely reflects the low beta on
CKI equity and does not factor in CKI’s small free float, control by parent Hutchison Whampoa, and the
weaker provision of the CKI perpetual bond notes. Another example is Noble’s proposed perpetual bonds,
which are expected to come in at 8.5%. While this coupon rate is high relative to Bloomberg consensus
dividend yield estimates of 1.7%, it looks more modest relative to the weak structure of the Noble perpetuals
and Noble’s cost of equity assumed at 13% (calculated based off an expected equity market return of 9.5% and
Noble’s raw beta of 1.76 times from Bloomberg).

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Key terms and conditions of the Asian perpetuals

Issuer Noble Group Limited Hutchison Whampoa International (10) PHBS Limited
Limited
Guarantor Hutchison Whampoa Limited Cheung Kong Infrastructure Holdings
Size (USD) Benchmark 2,000,000 1,000,000,000
Coupon To be determined. 6% semi-annual coupon, issued at par to yield 6.625%
488.5bp over the September 2015 UST. 10 year
reset to 3-month US$ LIBOR + 563.75bp
quarterly.
Maturity Perpetual Perpetual Perpetual
Lien Subordinated Subordinated Subordinated
Distribution deferral Issuer at its sole discretion can defer payments Issuer at its sole discretion can defer payment Issuer at its sole discretion can defer payments
unless a Compulsory Distribution Payment Event provided that no dividend, distribution or other provided that no payments have been made on
has occurred within 3 months prior to the payment has been paid or declared by the junior or parity securities in the prior 3 months. If
distribution date. A compulsory distribution event Guarantor on or in respect of any of its Junior distribution is deferred it will bear interest at
includes: 1. Dividends or other distributions on Securities in the prior 3 months. Deferrals are coupon rate. There is no limit on the number of
junior securities of Noble, and 2. Noble has cumulative and bear interest. There is no limit on times distribution can be deferred.
repurchased, redeemed or acquired any the number of times distribution can be deferred.
outstanding junior securities.
Mandatory deferral Mandatory Distribution Deferral if S&P's None Required deferral of distribution payment if: 1.
corporate credit rating assigned to Noble is BB- Interest cover for the relevant period was less
or lower and the securities are eligible for the than 1.5:1, or 2. Ratio of total consolidated debt
same level of equity credit as that received at the to capitalization was greater than 0.60:1.
time of issue.
Mandatory Distribution Will occur if Noble is rated by Moody's and the None None
Cancellation ratio of EBITDA to consolidated interest expense
at the end of the most recent relevant period is
less than or equal to 1.5:1. Requires cancellation
of distributions with distributions not paid forfeited
and not considered in arrears. All rights of
holders to such distribution completely
extinguished.
Dividend stopper, Outstanding arrears of distribution must be Outstanding Arrears of Distribution must be In the event of a distribution deferral, the issuer
settlement of arrears satisfied if Noble pays dividends or redeems satisfied before dividends, distributions or other and the guarantor shall not: 1. Pay any dividends
junior securities, unless a Mandatory Distribution payments can be made, or before the or distributions on junior or parity securities, or 2.
Cancellation Event or Mandatory Distribution redemption, cancellation or buy-back of Redeem any junior or parity securities until
Deferral Event is in play. If a Mandatory preference shares or junior securities. payment in arrears is satisfied.
Distribution Deferral Event is occurring,
payments are deferred to the next distribution
date. Deferred distributions are cumulative and
bear interest at distribution rate, with the issuer
stating the intention that arrears are paid by next
distribution date following the fifth anniversary of
the deferral.
Optional redemption In whole but not in part in November 2015 or any Bonds price callable at par on coupon dates In whole but not in part on September 2015 or
distribution payment date. beginning October 28, 2015 and each distribution any distribution payment date thereafter.
date thereafter.
Redemption at option of For tax reasons and change in equity treatment For tax reasons and change in equity treatment For tax reasons and change in equity treatment
issuer for cause by rating agencies, change in accounting by rating agencies, change in accounting by S&P or any other rating agency, change in
treatment so that securities are no longer treatment so that securities no longer accounted accounting treatment so that securities no longer
accounted for as equity. for as equity. accounted for as equity.
Replacement intention To the extent that the securities provide the Prior to the first call, to the extent that the It is the intention of the issuer that the equity
issuer with equity credit from the rating agencies, securities provide the issuer with equity credit content is a permanent part of the capital
any redemption will be funded with net proceeds from the rating agencies any redemption will be structure. As a result, the issuer and guarantor
of securities which provide the same or higher funded with net proceeds of securities which intend to replace the securities with common
amount of equity credit. provide the same or higher amount of equity equity or junior or parity securities having equal
credit. or greater equity credit.
Rating Not rated (assume B+) Baa, BBB, BBB Not rated (assume BBB or BBB-)
Replacement covenant No Legally binding replacement capital covenant No
after first call plus 1 day.
Source: Company offering memos, HSBC

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Disclosure appendix
Analyst Certification
The following analyst(s), economist(s), and/or strategist(s) who is(are) primarily responsible for this report, certifies(y) that the
opinion(s) on the subject security(ies) or issuer(s) and/or any other views or forecasts expressed herein accurately reflect their
personal view(s) and that no part of their compensation was, is or will be directly or indirectly related to the specific
recommendation(s) or views contained in this research report: Mary Ellen Olson

Basis for financial analysis

This report is designed for, and should only be utilised by, institutional investors. Furthermore, HSBC believes an investor's
decision to make an investment should depend on individual circumstances such as the investor's existing holdings and other
considerations.

HSBC believes that investors utilise various disciplines and investment horizons when making investment decisions, which
depend largely on individual circumstances such as the investor's existing holdings, risk tolerance and other considerations.
Given these differences, HSBC has two principal aims in its credit research: 1) to identify long-term investment opportunities
based on particular themes or ideas that may affect the future earnings or cash flows of companies on a six-month time
horizon; and 2) from time to time to identify trade ideas on a time horizon of up to three months, relating to specific
instruments, which are predominantly derived from relative value considerations or driven by events and which may differ
from our long-term credit opinion on an issuer. HSBC has assigned a fundamental recommendation structure only for its long-
term investment opportunities, as described below.

HSBC believes an investor's decision to buy or sell a bond should depend on individual circumstances such as the investor's
existing holdings and other considerations. Different securities firms use a variety of terms as well as different systems to
describe their recommendations. Investors should carefully read the definitions of the recommendations used in each research
report. In addition, because research reports contain more complete information concerning the analysts' views, investors
should carefully read the entire research report and should not infer its contents from the recommendation. In any case,
recommendations should not be used or relied on in isolation as investment advice.

Definitions for fundamental credit recommendations

Overweight: The credits of the issuer are expected to outperform those of other issuers in the sector over the next six months

Neutral: The credits of the issuer are expected to perform in line with those of other issuers in the sector over the next six
months

Underweight: The credits of the issuer are expected to underperform those of other issuers in the sector over the next six
months

Prior to 1 July 2007, HSBC applied a recommendation structure in Europe that ranked euro- and sterling-denominated bonds
and CDS relative to the relevant iBoxx/iTraxx indices over a 3-month horizon.

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Distribution of fundamental credit opinions

As of 26 October 2010, the distribution of all credit opinions published is as follows:

___All Covered Companies___ Companies where HSBC has provided Investment Banking in the past 12 months
Count Percentage Count Percentage
Overweight 114 20 45 39
Neutral 309 56 99 32
Underweight 130 24 44 34
Source: HSBC

HSBC & Analyst disclosures

Disclosure checklist
Company Ticker Recent price Price Date Disclosure
CHEUNG KONG INFRASTRUCTUR 1038.HK 33.30 26-Oct-2010 11
HUTCHISON WHAMPOA 0013q.L 78.95 26-Oct-2010 1, 4, 5, 11
NOBLE GROUP LTD NOBG.SI 1.90 26-Oct-2010 2, 6, 7, 11
Source: HSBC

1 HSBC* has managed or co-managed a public offering of securities for this company within the past 12 months.
2 HSBC expects to receive or intends to seek compensation for investment banking services from this company in the next
3 months.
3 At the time of publication of this report, HSBC Securities (USA) Inc. is a Market Maker in securities issued by this
company.
4 As of 30 September 2010 HSBC beneficially owned 1% or more of a class of common equity securities of this company.
5 As of 31 August 2010, this company was a client of HSBC or had during the preceding 12 month period been a client of
and/or paid compensation to HSBC in respect of investment banking services.
6 As of 31 August 2010, this company was a client of HSBC or had during the preceding 12 month period been a client of
and/or paid compensation to HSBC in respect of non-investment banking-securities related services.
7 As of 31 August 2010, this company was a client of HSBC or had during the preceding 12 month period been a client of
and/or paid compensation to HSBC in respect of non-securities services.
8 A covering analyst/s has received compensation from this company in the past 12 months.
9 A covering analyst/s or a member of his/her household has a financial interest in the securities of this company, as
detailed below.
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company, as detailed below.
11 At the time of publication of this report, HSBC is a non-US Market Maker in securities issued by this company and/or in
securities in respect of this company

Analysts, economists, and strategists are paid in part by reference to the profitability of HSBC which includes investment
banking revenues.

For disclosures in respect of any company mentioned in this report, please see the most recently published report on that
company available at www.hsbcnet.com/research.

* HSBC Legal Entities are listed in the Disclaimer below.

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Additional disclosures
1 This report is dated as at 27 October 2010.
2 All market data included in this report are dated as at close 26 October 2010, unless otherwise indicated in the report.
3 HSBC has procedures in place to identify and manage any potential conflicts of interest that arise in connection with its
Research business. HSBC's analysts and its other staff who are involved in the preparation and dissemination of Research
operate and have a management reporting line independent of HSBC's Investment Banking business. Information Barrier
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price sensitive information is handled in an appropriate manner.
4 As of 30 September 2010, HSBC and/or its affiliates (including the funds, portfolios and investment clubs in securities
managed by such entities) either, directly or indirectly, own or are involved in the acquisition, sale or intermediation of,
1% or more of the total capital of the subject companies securities in the market for the following Company(ies) :
HUTCHISON WHAMPOA
5 As of 15 October 2010, HSBC owned a significant interest in the debt securities of the following company(ies) :
HUTCHISON WHAMPOA

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Disclaimer
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