Beruflich Dokumente
Kultur Dokumente
EXECUTIVE SUMMARY 4
OBJECTIVES 6
REVIEW OF LITRATURE
ASSET MANAGEMENT 7
PRIVATE PLACEMENT 10
BONDS 25
CORPORATE BONDS 31
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BOND RATINGS 34
CREDIT WRITE UP 47
METHODOLOGY 50
CONCLUSION 56
RECOMMENDATIONS 57
LIMITATIONS 58
BIBILIOGRAPHY 59
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EXECUTIVE SUMMARY
The project is totally related to U.S. financial market. It relates to as how the companies
in U.S. raises money by issuing bonds through Private Placement markets and how
A Private Placement is a place where only a few selected companies can invest in other
Securities and exchange Commission (S.E.C.) is the financial market regulator in the
U.S. But, for an issue in a Private Placement, it is not necessary to get registered with
S.E.C. (an exemption provided by S.E.C under section 4(2) of US Security Act of 1993.
Before a bond issue in the Private Placement market, the issuing company has to issue a
and all the terms and conditions. In between the issuing company and the investing
companies, there exists a third party-Investment Banking Firms. These firms act as an
agent between the issuer and the investors who tries to make the deal a success.
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In the U.S. financial market, there are various types of bonds that are traded. The focus of
this project is simply concentrated on U.S. corporate bonds – bonds that are issued by
corporate in U.S.
During a bond issue, there are various ratings that are being assigned to the bonds that
are being issued. The two best-known raters are Standard and Poor (S&P) and
Moody’s. The ratings parameters ranges from the companies’ financial background to
companies forecasted future profits. The ratings are in the form of grades ranging from
AAA (highest quality with lowest risk) to C or D (lowest quality with highest risk).
The project “Credit Research Process” focuses on as how to find out that a particular
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OBJECTIVES
The objective of the project is to find out that how to determine whether a particular
Asset Management for a financial concern, the objective is regarding the management of
their Assets – how they manage them i.e. how to invest in other companies by giving
them credit. For giving the credit, the financial concern has to find out the
creditworthiness of the firm, among other things, and that’s the main goal of our project.
Apart from the above stated objective, the other objectives of the project are stated
below:
1) To find out what the term “Asset Management” means to a financial concern?
2) To know about Private Placement markets, its process and the investors.
4) To know about various types of bonds those are traded in U.S. and the process of
their issue.
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6) To know why various ratings are assigned to bonds in the U.S., the raters and their
rating process.
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REVIEW OF LITERATURE
ASSET MANAGEMENT
In simple words, the term “Asset Management” means Management of Assets. The
meaning may seems to be very simple to look and read, but in reality it is very much
complex. The term Asset Management has a wide concept, (though said in just two
words), but its scope is very wide. The term means Management of all types of Assets,
So, Asset Management means management of all types of Assets (both fixed and
DEFINE
through stocks, bonds and/or cash equivalents. Professional investors manage these assets
through stocks, bonds and/or cash equivalents. Professional investors manage these assets
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…”The process of managing demand and guiding acquisition, use and disposal of assets
to make the most of their service delivery potential, and manage risks and costs over their
entire life”.
True asset management is not a system you can buy, but is instead a business discipline
FINANCIAL CONCERN.
FINANCIAL CONCERN
A Financial Company is one whose business is to invest its funds in other companies or
businesses. The earnings of such a company are the returns that it earns on its investment.
Such a company has its Assets mostly in the form of Liquid Assets such as Accounts
Marketable Securities, Accrued interest, etc. It may also have some Fixed Assets in the
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ASSET MANAGEMENT FOR A FINANCIAL SERVICES FIRM
A Financial Company has Assets mostly in form of Liquid Assets. It invests heavily in
other companies and businesses. Such a company may have lot of Bad Debts if its
creditors don’t pay on time or never pay up. So, a financial company has to manage its
Assets in such a way so as to minimize the risk of Bad Debts and increase its rate of
return.
regularity in payment of both the Interest and the Principal. But, if it does not get its
So, a Financial Company should manage its Assets such that it is able to maintain its
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CREDIT PROCESS BY A FINANCIAL CONCERN
A Financial Firm can give credit to other companies or business by way of investing in
In the US context, a Financial Concern can give credit to other businesses by investing in
their Bonds or Equity issued either through Public Market or Private Placements
Markets.
CREDIT PROCESS
(Financial Concern)
Investment Investment
Market Market
PUBLIC/PRIVATE
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IN THIS PROJECT, THE FOCUS WILL BE ON THE THE CREDIT RESEARCH
PRIVATE PLACEMENTS-INTRODUCTION
Private placements (PPs) are the quiet corporate finance deal, private with a
capital "P".
PPs have been around for more than 50 years. They emerged in the wake of the US
Securities Act of 1933, which sought to protect individual investors from bankrupt
The PP market has enjoyed significant growth since then, particularly in the last 20
years. The majority of PP investors are in the US (where the range of deals tends
to be wider and PPs are an established form of financing for growing companies),
but issuance is now global, with market growth estimated at 15 to 25 per cent a
year during the last five years. The PP market is currently worth about $450bn.
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NEED
Businesses of all size regularly require infusions of capital in order to break into the next
plateau, penetrate new markets or to sustain overall growth. While there is a multitude of
financing sources available to these business owners, each source has its own inherent
Dealing with commercial banks in a traditional lending scenario can be ideal for
businesses do not have this same option do to the fact that they may not meet the strict
their established contemporaries, these up-and-coming companies still possess merit and
creditability and fortunately, have practical options for financing. Private Placements are
MEANING
In legal terms, the term, ‘Private Placement’ means an agreement between a willing
note tailored to the requirements of both parties. An intermediary agent, who works to
make the deal a success, brings the lender and the borrower together.
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A Private Placement is a market (in US) where companies can raise funds by issuing
bonds or stocks without being registered with Securities and Exchange Commission
(SEC, Financial Market Regulator in US). The investors in Private Placements Markets
are Institutional Investors such as Banks, Mutual Funds, Insurance Companies, Pension
Funds and Foundations who directly invest in the securities or take the help of Investment
Bankers who act as an agent for both the parties and make the deal a success, where the
deal size ranges from very small, say US$ 30M to US$ 1 billion.
DEFINITION
Section 4(2) of US Security Act of 1993 is the provision under which the Private
Placements are exempt from SEC registration. Formal ratings are not required to sell the
notes and the Investment Bank as an agent for the issuer and not as an underwriter for the
issue.”
… “ The sale of entire issue of unregistered securities (mainly bonds) directly to one
The dominant Private Placement lender in this group is the Life Insurance
Category (Pension Funds and Bank Trust Departments are very active as well).”
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FEATURES
Investors are primarily insurance companies that typically utilize a "buy and
The typical deal size amount ranges from US$50 million to US$300 million, with
amounts in excess of US$500 million not uncommon. Smaller deals are also possible.
Security Types: Investors generally prefer pari passu senior note structures.
years.
Interest rates are fixed at the pricing date at a spread over US Treasury Notes of
along with a term sheet, the draft note purchase agreement and audited financial
statements.
engagement to funding.
Investors view financial covenants as a package and not individually. The typical
package of financial covenants will address: net worth, leverage, and operating
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like to have the same covenant package as current or future bank facilities but they
As the market has grown, documentation has been standardized over the
years. A group of investors, law firms and investment banks specializing in USPP's
and two investment banks under took a project to simplify and standardize USPP
documentation. This project led to the Model Form Note Purchase Agreement which
ADVANTAGES
(such the term, the credit risk, the structure), private placements can provide 50 to
200 basis points more than bonds issued by the same or similar issuers in the
2. Yield advantage can give rise to a stable source of alpha : Most benchmarks do
not include private placements in their universe. The added yield that private
benchmark. Also, this yield advantage can be less volatile than duration, curve or
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3. These investments can be diversified : Private placements are not confined to
any particular sector, type of credit, or credit rating. As such, investors have the
4. Terms are typically negotiable: Ordinarily, investors are able to negotiate the
terms of the bonds. This provides an opportunity to enhance safeguards for the
investor. For example, an investor may wish to broaden the nature and frequency
investors are likely to have the knowledge and resources to adequately weigh risk
private placement. Other suitable investors within the QIB community would
amount of money that can be raised. Private Placements can range in size from
less than $50,000 to upwards of $50 million. Private Placements come in a variety
of forms and may consist of debt, equity or a combination of debt and equity
financing.
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8. Low Share Price: The main advantage that most investors seek when investing in
Private Placements is that one can normally buy shares of the company for very
low prices while it is still a privately held company. The ideal investment in a
privately held company is to buy shares just before the company goes public.
Once a company begins trading its shares on a public stock exchange, stock prices
tend to rise dramatically, enabling the Private Placement investor to sell his/her
9. Business Friendly Investors: The Investors that fund the Private Placements are
the fact that they are "hand-picked" by the company raising money for itself. The
company can establish their own terms for return on investment. As long as these
terms are fully disclosed and agreed to by all parties involved, a highly beneficial
capital raise can be completed in a relatively short period of time. The more
reputable the company and the more promising their outlook, the easier it is to
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THE PRIVATE PLACEMENT PROCESS
maturities and other options is done for potential financing programs available to
interest rates and size of debt.. Once completed, the preliminary analysis is then
recommendation to management.
working with accounting firms, lawyers and rating agencies to design the most
should prepare the borrowers for rating service reviews, initial and updated, for
both written submissions and oral presentations. The preparation of the PPM
(private placement memorandum) is usually completed within the first six weeks.
3) Bond Marketing: The Company arranges for a direct private Placement of Bonds
with Institutional investors, and suggests terms and conditions that are in the best
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interest of the borrowers. By the end of the marketing period, the interest rate is
4) The Closing Process: The closing process is usually a four- to six-week period.
Mid-size firms in the United States are the primary traditional borrowers in the private
placement markets. These companies are defined by annual sales of between five
million and one hundred million dollars. They generally maintain single plant
operations, and the majorities are privately held. According to the 1987 U.S. Census of
provided $212 trillion dollars of value added process to the United States economy
annually. These small, mostly private firms have limited access to capital. Because of
their size investors usually prefer debt financing to equity financing, and a substantial
debt to equity problem persists for middle market firms. Mid-size private companies seek
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LENDERS IN THE PRIVATE PLACEMENT MARKET
With the latest occurrences of accounting fraud in the stock market, the private
investment market is an attractive alternative for investors and small businesses. It also
allows investors to get involved in a company on the "ground floor" in many cases. A
Private Placement investor has the opportunity to keep a closer eye on their investment,
than a public market investor, and has the opportunity to reap large financial benefits by
Although various institutions hold some traditional Private Placements in their portfolios,
Particular year:
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TYPE OF LENDER SHARE OF VOLUME (%)
Mutual Funds .7
Saving banks .7
US Investment Banks .9
Unknown 3.7
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In order for a business to initiate the Private Placement process, following conditions
must be satisfied-
A Private Placement memorandum (PPM) that fully discloses all the pertinent
If an issuing company fails to qualify for the Private Placement exemptions relied upon,
RISK INVOLVED
(At best, putting money into a private company is high risk. At worst, it can turn out
to be a scam)
Some investors looking for better returns are wading into the high-risk territory of
EXAMPLE: Invest private Inc., which raised about $17.6-million for itself and its
affiliates, document which were given to the investors misrepresented the company’ a
background, and the use of money it raised, which includes paying of company’s
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The company may not do well or may even go out of business, a particular risk if
Investors may have difficulty finding out how the company is doing financially.
Investors may have difficulty getting their money out of the company since there
The company may never go public, disappointing investors who buy stock hoping
The offering might be found to be illegal if all the requirements for the
exemptions are not met. To meet these exemptions, securities generally cannot be
A conflict of interest may exist if the company selling the investment benefit from
it.
A BUOYANT MARKET
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The US PP market recorded spectacular volumes in 2003, with nearly USD46bn of new
issuance. The 59% increase was boosted by a record amount of funds directed towards
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MEANING
The key requirement to conduct a Private Placement offering is the Private Placement
Memorandum or PPM; the legal document that includes all the disclosures required
before taking part in a private offering. The Private Placement Memorandum protects the
company as well as the investor by making perfectly clear that such transactions are
guards the company from inadvertent non-compliance and also provides evidence of due
DEFINITION
for a private placement of bonds. The PPM contains relevant information about the
financial, economic and demographic characteristics of the borrower and its service
area.”
NEED
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The purpose of a Private Placement Memorandum is to disclose the material
information about the company and its business—especially the risk factors associated
The Private Placement Memorandum may not be technically required in very small stock
offerings to a few individuals who are sophisticated and who have access to all the
information they need about the company. However, a Private Placement Memorandum
is a useful way, in many circumstances, to prove that the company provided all-important
information to investors (in case the investment goes bad and investors insist on having
PRINCIPLES
together. The following list contains some fundamental principles to adhere to when
Don't omit any information that may affect the investor's decision.
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If you don't follow the rules to the letter, a number of adverse consequences can follow,
including possible civil and criminal penalties and the investor's right to demand his or
her money back. The advice of a good securities lawyer is absolutely essential in this
area.
CONTENTS OF PPM
1. Cover page.
2. Securities Legends.
5. Risk factors.
8. Dilution.
Operation.
14. Certain Transactions (transactions between the Company and its shareholders,
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15. Principal Shareholders.
20. Experts.
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S.E.C. – WHAT IT IS?
Joseph P. Kennedy, President John F. Kennedy's father, was the first Chairman of
the SEC.
…”The SEC is an independent federal agency that oversees and regulates the securities
industry in the US, and enforces securities laws. It requires registration of all securities
offered in interstate commerce, and of all individuals and firms who sell those securities.
Established by Congress in 1934, the SEC sets high standards for disclosure about
publicly traded securities, including stocks, bonds, and mutual funds, and works to
protect investors from misleading or fraudulent practices, including insider trading. The
SEC has also helped to establish a competitive national market system known as
Intermarket Trading System (ITS) for trading securities, and set up”.
…” The federal agency created by the Securities Exchange Act of 1934 to administer that
act and the Securities Act of 1933. The statutes administered by the SEC are designed to
promote full public disclosure and protect the investing public against fraudulent and
offered in interstate commerce or through the mails must be registered with the SEC”.
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S.E.C. – WHAT IT DOES?
The Securities Exchange Act of 1934 empowers the SEC with broad authority over all
aspects of the securities industry. This includes the power to register, regulate, and
oversee brokerage firms, transfer agents, and clearing agencies as well as the
nation's securities self regulatory organizations (SROs). The various stock exchanges,
such as the New York Stock Exchange, and American Stock Exchange are SROs. The
National Association of Securities Dealers, which operates the NASDAQ system, is also
an SRO.
The Act also empowers the SEC to require periodic reporting of information by
The primary mission of the U.S. Securities and Exchange Commission (SEC) is to
The SEC requires public companies to disclose meaningful financial and other
information to the public, which provides a common pool of knowledge for all investors
In simple words, the term “Bond” means ‘a debt investment with which the investor
loans money to an entity (company or government) that borrows the funds for a defined
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Bonds are loans. When you buy a bond, you are lending money to a bond issuer in return
for a set rate of interest. The issuer agrees to repay your principal on a specified future
date.
BONDS – DEFINED
money with a promise to pay a specified sum of money at a fixed time in the future
and carrying interest at a fixed rate” Generally, a bond is a promise to repay the
It is a tradable debt instrument that might be sold at above or below par (the amount paid
out at maturity), and are rated by bond rating services such as Standard & Poor's and
states, cities, corporations, and many other types of institutions sell bonds. It is relatively
more secured than Equity and has priority over shareholders if the company becomes
BOND MARKET
TYPES OF BONDS
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Most bonds that we come across have been issued by one of three groups: the U.S.
government, state and local governments or corporations. But to confuse things, these
entities issue many different types of bonds that run the gamut in terms of risk and
Treasuries are widely regarded as the safest bond investments, because they are backed
by "the full faith and credit" of the U.S. government. And there's another benefit to
Treasuries: The income you earn is exempt from state and local taxes.
2. MUNICIPAL BONDS: Municipal bonds are a step up on the risk scale from
Treasuries, but they make up for it in tax trickery. These bonds are non-taxable,
but there is a cost involved – they offer a lower coupon rate. But depending on
your tax rate, your net return may be higher than it would be on a regular bond.
Bonds. Corporate bonds are generally the riskiest fixed-income securities of all.
But, Corporate Bonds can also be the most lucrative fixed-income investment,
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since you are generally rewarded for the extra risk you're taking. The lower the
don't make interest payments each year like regular bonds. Instead, the bond is
sold at a deep discount to its face value and at maturity; the bondholder collects
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The most important financial investors in the market are institutional investors,
particularly in the large industrial countries. These include pension funds, insurance
PENSION FUNDS
(Most Important)
INSURANCE COMPANIES
BONDS INVESTORS
INVESTMENT FUNDS
COMMERCIAL BANKS
(Trust Departments)
RETAIL INVESTORS
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Ever heard about co-workers talking around the water cooler about a hot tip on a Bond? I
didn't think so. Tracking bonds can be about as thrilling as watching a chess match,
whereas watching stocks can have some investors as excited as NFL fans during the
Super bowl. But don't let the hype (or lack thereof) mislead anyone.
The bond market is not glamorous. When the economy is going strong, we rarely hear
talk at parties or read articles about the hottest bonds or bond funds. However, for the
conservative portion of our portfolio, bonds are usually among the best investment
choices.
These are the reasons why we should include bonds in our portfolio-
bonds represent Debt. So, Bonds enjoys a right for the repayment of money in
Financial Security: Who doesn't like the sound of “financial security”? There's a
reason that a bond is called a “fixed-income” security – not only the investors are
highly likely to get back your principal but can also count on receiving interest on
your investment.
When the stock market is on a roller-coaster ride, bonds can help steady our pulse
because they're a very safe financial tool to help balance the risk in your overall
portfolio.
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Tax breaks: One of the not so well known facts about bonds is that they're very
often free from many taxes. For example, most bonds issued by state or local
income taxes.
Weighing the Risk: Probably the first thing we heard about investing is that it's
never risk-free. True enough. And although highly rated bonds are considered one of
the safest ways to invest your money, one should still take the risks into account
Rising Inflation: If inflation rises, the interest one make on your initial
investment will look low compared to bonds currently being issued. And with
investor money locked in a bond, they could lose some principal if they sell it in order
to move it into another investment that could give them a higher rate of return.
Selling the Bond Before Maturity: If we decide that we need our money back
earlier than the date that our bond matures, we are taking “a chance” that we may get
more, or less, than we paid. This depends mostly on the interest rates at which new
bonds are being issued. That's why individuals who invest in bonds typically plan to
hold them till they mature. And that's why it's important to determine when we will
want, or need, to reach our financial goal in order to purchase a bond that matures at
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When corporations or government bodies need to raise money, they may sell bonds to the
public. Because this is a highly technical and complicated process, the issuing
investment bank for advice on the marketplace, the possible issuing price, and
between the organization issuing the securities and the investors who purchase
them. The bond issuer itself does not sell the bonds.
Investment banks possess knowledge and expertise they need to reach investors.
intermediary between the bond issuer and the bond buyer, the investment banker
serves as an underwriter for the bonds. When investment bankers underwrite the
bonds, they assume the risk of buying the newly issued bonds from the
corporation or government unit; they then resell the bonds to the public or to
dealers who sell them to the public. The investment bank earns a profit based on
the difference between its purchase price and the selling price. This difference
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Sometimes the investment banker markets a new issue but does not underwrite it. The
investment bank simply acts as a sales agent under a best efforts agreement, promising to
do its utmost to market the bonds. The investment bank has the option to buy the bonds
and usually purchases only enough bonds to meet buyer demand, receiving a commission
After the bond issuer and the investment banker have completed and filed all necessary
understanding of where and how to market newly issued bonds. They usually
brokers and sales forces most able to market a particular bond offering.
may be interested in the offering; they may encourage the investors to contact
Investment bankers also may sell newly issued bonds through Private Placements to
funds. If the bonds are purchased for investment and not for resale, they do not need to be
registered with the SEC. Regardless of the sales channel, most newly issued bonds are
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Corporate bonds are debt securities issued by private and public corporations.
Companies issue corporate bonds to raise money for a variety of purposes, such as
When you buy a corporate bond, you lend money to the "issuer," the company that issued
the bond. In exchange, the company promises to return your money, also known as
"principal," on a specified maturity date. Until that date, the corporation usually pays you
a stated rate of interest, generally semiannually. While a corporate bond gives you an
IOU from the company, you do not have an ownership interest in the issuing corporation
DEFINITION
…”A bond issued by a corporation. Such bonds usually have a par value of $1,000,
are taxable, have a term maturity, are paid for out of a sinking fund accumulated for
that purpose, and are traded on major exchanges. Generally, these bonds pay higher
rates than government or municipal bonds since the risk are higher. Corporate bonds
have a wide range of ratings and yields because the financial health of the issuers can
vary widely. A high-quality blue chip company might have bonds carrying an investment-
grade rating such as AA (with a low yield but a lower risk of default), while a startup
“Junk bond” rating (with a high yield but a higher risk of default). If a company goes
bankrupt, both bondholders and stockholders can make a claim on the company's assets,
but the claims of bondholders takes precedence over that of stockholders in liquidation.”
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FEATURES
All of these common features of corporate bonds are established at the time of issue.
Callability is the feature of a bond whereby the corporation that issued it can
redeem the bond before it matures. Corporations may call their bonds when interest
rates drop below their current bond rates. Call provisions must be made clear before a
bond is issued. These provisions include the call price, which is the price at which the
bond will be bought back from bondholders. The call price is usually above par.
A put provision is the privilege whereby the bondholder may redeem a bond at
its face value before it matures. Investors may want to do this when interest rates are
Convertibility is the option of converting a bond into stock. Bonds with this
feature are called convertible bonds. They give the investor the option to convert the
bond into the issuing company's stock, usually the company's common stock. With
this provision, the company may have the option to pay investors in stock.
TYPES
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There are two main types of corporate bonds (high-quality and high-yield).
investment-grade credit rating of BBB or higher from Standard & Poor’s or other
recognized ratings agencies. Many such bonds are issued by icons of American
Why invest in high-quality corporate bonds? They offer attractive yields compared to
government securities, and are relatively safe, though not as safe as government
securities.
with a credit rating below investment grade. Many such bonds are issued by
Why invest in high-yield bonds? High-yield bonds provide a higher level of income
than government bonds and high-quality corporate bonds because of the higher credit risk
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There are three main reasons to own corporate bonds:
1. Valuation: Corporate bonds are yielding much more than Government bonds on a
relative and absolute basis. Their valuations are at levels not seen since the peak of the
will shift portfolios that have relied on government bonds to offset their liabilities into the
corporate bond market. This flow of funds will create a new level of demand for
corporate bonds.
move forward.
BOND RATINGS
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Corporate bonds are fixed interest securities, so they are a low to moderate-risk
How each bond itself is ranked in the Capital Structure of the Company-
where it stands compared with other securities if the company was wound up?
When you’re saving and investing for the future, you want to rest assured that your
money is in the hands of a solid, reputable organization — in other words, that your
money is going to be there when you need it. You probably also want to know how these
assets are performing, relative to the risk level you’re comfortable with for meeting
your goals. Ratings of financial companies and investment funds can help answer
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the timely repayment of principal and interest of a bond. Generally, a higher credit
rating would lead to a more favorable effect on the marketability of a bond. The credit
rating symbols (long-term) are generally assigned with "triple A" as the highest and
"triple B" (or Baa) as the lowest in investment grade. Anything below triple B is
THE RATERS
There are a number of independent rating agencies that analyze and publish a credit
rating on companies and governments that have debt securities such as bonds
outstanding. The two best-known agencies are Standard & Poor’s and Moody’s. Each
of these agencies aims to provide a rating system to help investors determine the risk
The ratings lie on a spectrum ranging between highest credit quality on one end and
default or “junk” on the other. Long–term credit ratings are denoted with a letter: a
triple A (AAA)) is the highest credit quality, and C or D (depending on the agency issuing
the rating) is the lowest or junk quality. Within this spectrum there are different degrees
of each rating, which are, depending on the agency, sometimes denoted by a plus or
Here is a chart that gives an overview of the different ratings symbols that Moody's
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Bond Rating
Standard &
Grade Risk
Moody's
Poor's
Aaa AAA Investment Lowest Risk
Aa AA Investment Low Risk
A A Investment Low Risk
Baa BBB Investment Medium Risk
Ba, B BB, B Junk High Risk
Caa/Ca/C CCC/CC/C Junk Highest Risk
C D Junk In Default
Investment grade generally refers to any bonds rated Baa or higher by Moody’s, or BBB
Junk bonds are the lowest-rated corporate bonds. There’s a greater-than-average chance
that the issuer will fail to repay its debt. Investors were willing to take the risk because
Obtaining wider market access typically translates into reduced funding costs,
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The credibility of a rating from a respected and globally established rating agency
may thus allow issuers to enter capital markets more economically and more frequently,
Ratings Services shall provide a rating only when it believes there is adequate
Information available to form a credible opinion and only after appropriate analyses have
been performed.
The rating process begins with an application to the rating agencies by the issuer or its
agent either via a telephone call or in writing. The rating request is usually done several
weeks before the issuance of the bonds to allow time for the rating agencies to perform
Generally, the following documentations are provided to the rating agencies as soon
as possible:
The bond counsel opinion addressing the authority and tax-exempt status of the
bond issuance,
All the legal documents relating to the security of the bonds, and,
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Any other document that may pertain to the bond issuance as requested by the
rating agencies.
Following this, a meeting is set up at the rating agency's or issuer's office to present the
credit worthiness. The credit analyst prepares a municipal credit report which discusses
key analytical factors. The credit analyst presents credit for "sign-off" with the senior
analyst and makes a recommendation for rating. The credit analyst makes a presentation
before a rating committee comprised of senior analysts. Finally, the rating is released to
the issuer, and then to a wire service, followed by a publication of full credit report.
ECONOMIC FACTORS
Economic diversity.
Economic restructuring.
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DEBT/ISSUE STRUCTURE
FINANCIAL FACTORS
requirements.
MANAGEMENT/STRUCTURAL FACTORS
The first question that anyone legitimately raises about an opinion is the about the
accuracy of credit ratings. The following figure tracks Moody's record at predicting
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The data show average
holding periods of one to twenty years. In general, the lower the rating and the longer the
The record is impressive. For example, the default rate on bonds rated Aaa has been
extremely low. Only 0.1% of Aaa-rated issuers on average have defaulted within five
years, and the average Aaa default rate over ten-year periods has been less than 1%. By
contrast, some 28% of B-rated issuers have defaulted after five years, 40% on average
So, the credit ratings are accurate enough for the potential investors to resort to them and
Despite their widespread acceptance and use, bond ratings have some limitations that
are as follows:
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The two agencies may disagree on their evaluations.
As most bonds are in the top four categories, it seems safe to argue that not all
of the relative probability of default, which says little or nothing about the
Investment banking is the process of raising capital for businesses through public
floatation and private placement of securities. Investment banks work with companies,
governments, institutional investors and wealthy individuals to raise capital and provide
distribution of securities. Today investment bankers also invest a lot of effort into helping
companies design deals and the securities to finance them, and then use their brokerage
arms to sell the securities to the investing public, both retail and institutional.
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ROLE OF MODERN INVESTMENT BANKS
The original purpose of investment banks was primarily raising capital and advising on
mergers and acquisitions. As banking firms have diversified, investment banks have come
M&A deals.
Investment banks have also moved into foreign currency exchanges, private banking,
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A Corporation in the private placement hires an investment banker to help it sell its
bonds. The investment banker functions as an agent between the issuing corporation and
the potential investors. The bank will match the issuer of the security with potential
investors in an offering which is not made available to the public. Investment banking
capital.
The Investment Banker guarantees the proceeds of the offering to the issuing firm by
purchasing the bonds. But, actually, it does not purchase them, instead agrees to help the
firm to sell the issue to potential investors. It may re-sell the securities at a price which is
higher than the offer price. The difference represents the fee for the banker.
The Investment Banking Firm performs the following roles during a private Placement
Issue:
Developing a Marketing plan for distributing the PPM and arranging individual
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Obtaining and Negotiating indicative term sheets from interested investors.
Helping management and the Board to obtain the best available terms and
valuation.
Finally, managing the legal documentation and closing for the Private Placement.
C O P I S
Customer Outpu Proces Inpu Supplie
t s t r
1
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2345
Gather data WHAT INPUT
Analyst • Company/ (financial/ • Requisition
Financial/ Industry operating/ 100%
for analysis •
Analysis industry) • 10K/ 10Q Brokerage
• Financial releases, Research Firms
Model reports, Previous • Credit
• Credit analysis by the Rating
monitoring Analyst/ PM agencies
• Portfolio • Industr
holdings update y groups
Aggregate
• Monitoring • Websit
required 100%
• Adhoc es/ Bloomberg
information
• Intranet
HOW RECEIVED site
Portfolio Analyze the 100% • Email, • Compa
Manager information. Dialcom, Online nies’ investor
client server access. relations
department
-DO- Present/ Submit • Earning
the information 100% s calls
Risk • Risk and analysis
Manager Monitoring Sheets
(Private Eye)
• Resolve
queries.
• Discuss 100%
to review
analytical
comments
THE PROCESS
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SUPPLIERS
network and financial contacts), Credit rating agencies (Standard & Poor,
Moody’s) and various industry groups (who are players of the same industry).
The investing company also finds information on its own through the borrowing
company’s website, its intranet site, Bloomberg’s, etc. It can also get the
INPUT
What?
Now the question arises, In what form the company needs information?
The necessary information can be in the form of Press releases about the
research reports that had been done by R&D departments of research making
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How?
The company may get the required information through Dialcoms, Email,
PROCESS
about industry, etc.), the total aggregate information is taken together and an
OUTPUT
The output of the detailed analysis in the form of total Company Analysis,
Industry Analysis and the Financial Analysis. The analyst prepares a financial
model (which is called 4 Blocker) and presents it to the Portfolio Manager. The
Portfolio manager does the all credit monitoring, portfolio updates, and
other monitoring.
After a proper analysis is done, all the information along with the analysis is
presented before the Risk Manager. The Risk Manager does the whole risk
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monitoring and risk analysis. He asks various queries out of the analysis and
try to resolve them. He functions as a Private Eye and prepares his own Risk
Monitoring Sheet from the detailed analysis. Finally, after all the queries have
been sorted out, a discussion is held to review the analytical comments of the
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CREDIT WRITE UP
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The complete analysis that is done by an Analyst is called a 4 Blocker. A 4
Blocker is the Monitoring tool for both existing and new investments. It is a one
Financial Data.
PREPARATION OF 4 BLOCKER
Financial, Industry type, Ratings and Holdings). They receive these information’s
If the received information is not enough, then various third parties are
contacted like Brokers, Trustee, etc. to supply more information on the borrowing
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company. If still, enough information is not received, the Senior Analyst is
If they still need additional information, they have to contact aforesaid third
recourse.
Analyst who gives his recommendations. The Analyst presents the information
If Senior Analyst is not satisfied with the presentation, he asks for more
information. Then again, aforesaid third parties are contacted for desired
information. If they are not able to supply the needed information, the Senior
If the Senior Analyst is satisfied and the presentation is acceptable to him, the
information and whole analysis is presented before the Senior Analyst in the form
of a 4 BLOCKER.
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METHODOLOGY OF CREDIT ANALYSIS
“Some say owning a home is the American dream. Millions of small business owners
will argue, however, that owning one's own business is really the American dream”.
But while it offers rewards, owning a business is not easy. A person needs finance to start
But, the lender will first, evaluate do his Credit Analysis and Financial Analysis before
The basic components of credit analysis, the "Five C's," are described below what the
CAPACITY to repay is the most critical of the five factors. The prospective
lender will want to know exactly how the borrowing company intends to repay the
loan. He will consider the cash flow from the business, the timing of the repayment,
CAPITAL is the money people personally have invested in the business and is an
indication of how much he has at risk should the business fail. Prospective lenders
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and investors will expect the borrowing concern to have contributed from their own
assets and to have undertaken personal financial risk to establish the business before
provide the lender. Giving a lender collateral means that they pledge an asset they
own, such as their home, to the lender with the agreement that it will be the
repayment source in case they can't repay the loan. Some lenders may require a
CONDITIONS focus on the intended purpose of the loan. Will the money be used
for working capital, additional equipment, or inventory? The lender also will consider
the local economic climate and conditions both within the borrower industry and in
potential lender or investor. The lender will form a subjective opinion as to whether or
not they are sufficiently trustworthy to repay the loan or generate a return on funds
invested in your company. The quality of your references and the background and
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TOOLS OF FINANCIAL ANALYSIS
In addition to the "Five C's," a prospective lender will use four primary financial
received financing for your business before, because it gives the lender evidence
business at a specific time, such as the end of the year. It keeps track of
borrowing company's assets, or what the company owns (including its cash), and
the company's debts, or liabilities (generally loans from others). It also shows the
3) A PROFIT OR LOSS STATEMENT: Shows the profit or loss for the year. The
profit and loss statement, also called the income statement, takes the sales for the
business, subtracts the costs of goods sold, and then subtracts other expenses.
business -- from net income, new capital, or loan proceeds -- versus the
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RATIO ANALYSIS
Another tool the lender will use is financial ratio analysis. Ratios permit review of a
company's current financial performance versus that of previous years. The lender
also may also use financial ratio analysis to consider how a company is doing when
The following section presents some widely used ratios used by the lender from four
financial ratio categories: profitability, liquidity, leverage, and turnover to evaluate the
Profitability
business venture. The profitable business must cover its overhead expenses and generate
One commonly used measure of profitability is gross profit, which is sales minus
Net Sales
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Operating Profit Margin
Another measure of profitability is the operating profit margin. This is the core cash flow
source that is expected to grow year to year as one’s business grows, and it excludes
interest expense, taxes, and "extraordinary items" such as the sale of property or other
assets.
Net Sales
Liquidity
How much cash does your business have on hand for immediate use?
Quick Ratio
The quick ratio shows what assets your business can immediately convert to cash, such as
Current Liabilities
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Current Ratio
general, lenders look for your current assets to exceed your current liabilities.
Current Liabilities
Leverage
The leverage ratios measure the company's use of borrowed funds in relation to the
amount of funds provided by the shareholders or owners. These ratios tell the lender
how much money the borrowing concern has borrowed versus what money its
shareholders and other owners have put into your company. This is important because
borrowed money carries interest costs and your business must generate sufficient cash
flow to cover the interest and principal amounts due to the lender. Generally speaking,
companies with higher debt levels will have higher interest costs to cover each month, so
low to moderate leverage is nearly always viewed more favorably by prospective lenders.
Debt-Equity Ratio
The most important Leverage Ratio is debt-equity ratio. It tells about how much debt is
Shareholder’s Funds
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Turnover
The turnover ratios focus on the operating cycle of your business by examining its cash
flow. They show the amount of time it takes for cash to move through the accounts
The collection period ratio indicates how quickly you collect the cash your customers
owe you. The earlier you collect it, the sooner you can put it to work purchasing more
inventory or paying for current orders; so the lower the number, the better.
Net Sales
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CONCLUSION
This dissertation project report has helped me to know how the real corporate world looks
Through this project, I get to learn about U.S. financial markets, their regulator, and
what are the various processes through which money is raised by U.S. Corporations.
This project also helps me to know many new things like ‘Private Placement’, the word
that I have not heard about earlier. I get to know who are the various types of investors
who invest in this peculiar type of market. As the project was very much related to
investment in the bonds, I get to learn about the types of bonds that are traded in the U.S.
markets and to know in deep about U.S. Corporate Bonds - their types, process of issue,
etc.
Also, I come to know about various credit rating agencies, their process of rating,
various grades of rating, various parameters etc. For the first time, I get to know that
Also, for the first time, I get to know that Investment banking firms functioning as an
agent. Earlier, my knowledge level regarding them was limited only to that they act as an
underwriter in a public issue. But, as an agent was a new learning for me.
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Most Importantly, the project help me to know how a Financial Concern manage is
Assets, how it invest them, i.e., how it gives credit, and what are the parameters that it
Finally, the project has increase my knowledge base by knowing how a Financial
Concern manage its Assets as that is the field I will be looking forward to work at after
RECOMMENDATIONS
1) An upper limit should be fixed for Life Insurance Companies in terms of amount
to be spend in by them in the PP market, so that, new potential investor can enter
traded in the PP market so that investors can diversify their investment, like in
3) The rating agencies should try to include more parameters on the basis of which
it ranks the companies. For example, what is the employee’s perception about
their company, Company policy towards its employees, outsiders, and society
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4) Investment banking Firms should play a more efficient role in maintaining good
LIMITATIONS
No project report can be complete in itself. Each has its own set of limitations and
disadvantages.
Although, every effort has been made to make this report a complete one, but, few
1) The project report is a part of the Asset Management. It does not contain the
2) The project focus is only on the bonds issue in the Private Placement Market.
Equity.
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3) Too much focus has been put on U.S. Corporate Bonds. But, other types of
4) How does Investment Banking Firms find out potential investors for the
5) Only big multinationals with good financial condition may be able to get good
ratings. Medium and small concerns may not be able to get high ratings and as
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BIBILIOGRAPHY
I. BOOKS:
FRANCIS.(2002)
- 72 -
II. WEBSITES:
www.investorwords.com
www.investinginbonds.com
www.bondsonline.com
www.investopedia.com
www.forbes/bonds/
www.finance.yahoo.com
www.jpmorgan.com/pages/jpmorgan/research/credit
- 73 -
III. MAGAZINES:
FINANCIAL REVIEW.
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