Copying and distributing are prohibited without permission of KangaNews. Please contact [email protected]

 

Corporate Australia on the record

The sixth annual corporate borrowers roundtable discussion hosted by BNP Paribas and KangaNews took place in December 2017, at the end of an interesting year for bond issuance by corporate Australia. Key corporate players discuss quantitative tapering (QT), regulation and what 2018 might bring.

PARTICIPANTS
  • Ian Duncan Treasurer AUSGRID
  • Andrew Giaimo Vice President, Fixed-Income Syndicate BNP PARIBAS
  • Rupert Lewis Head of European Syndicate BNP PARIBAS
  • Alexander Machliss Director, Debt Capital Markets BNP PARIBAS
  • Michael Momdjian Treasurer SYDNEY AIRPORT
  • Luigi Mottolini Executive General Manager, Group Finance WESFARMERS
  • Cathy Press Group Vice President, Capital Markets BRAMBLES
  • Kate Stewart Managing Director and Head of DCM and Syndicate BNP PARIBAS
  • Joanna Wakefield Former Group Treasurer PACIFIC NATIONAL
  • Richard Williams Group Treasurer SCENTRE GROUP
MODERATORS
  • Helen Craig Deputy Editor KANGANEWS
  • Samantha Swiss Chief Executive KANGANEWS
MARKET CONDITIONS

Craig Are offshore capital markets continuing to absorb political upheaval with little negative impact or are there any places where cracks are starting to show?

LEWIS It has been a very ‘boring’ year, because conditions and outcomes have broadly been so good. Transactions have been successful, and it has been one of those years in which things have worked. So not the most intellectually taxing, but very good from a borrower’s perspective.

European corporate issuance volume has been robust with €300 billion (US$357.2 billion) raised in 2017 to date. Australian issuance has been underrepresented with only Brambles, Goodman Group and Transurban bringing transactions to market. The lack of Australian supply is partly because of the strength of other offshore markets and also because the US-euro cross-currency basis swap has been challenging.

I am not seeing too many cracks and, as I look forward to next year, there isn’t anything specific keeping me awake at night.

Craig What is the general mood around QE and QT?

LEWIS It would be naïve to say the gradual removal of a buyer that has taken €130 billion of corporate paper out of the market in the space of 16 months doesn’t affect things.

But investors are very sanguine, at least in Europe. They are relaxed about the impact of tapering. The  European Central Bank (ECB) plans to reduce buying to €30 billion from €60 billion. But we think purchases will probably remain broadly the same, give or take, for corporate paper – with more of a focus on tapering government and covered-bond purchases.

We will see fully how buying patterns change when the ECB starts tapering in January 2018. Arguably the environment will be supportive of corporate spreads although it’s far less clear what the impact on yields will be. European economic growth has surprised on the upside and this may put pressure on yields. But it feels like everyone expects any kind of rise in yields, irrespective of what happens with spreads, to be orderly. This is key – if developments are orderly investors will stay engaged.

At such low yields and spreads, I am somewhat surprised that investors are still buying so confidently. But they tell us they have no choice because it is just too painful to be short the market. If they are accruing cash in euros they are losing 50-70 basis points, so it makes sense for them to buy even a negative-yielding instrument at the short end.

WILLIAMS Interestingly, a number of European investors have independently approached us to buy 15-year paper where they were previously buying 10 years. They say they are not particularly perturbed about European QT. They just  want something to invest in that is longer duration.

LEWIS You can see this in the pattern of deals over the last few weeks. For example, Klepierre printed a 15-year transaction at a very tight spread. I am not entirely on board with the logic, but it is clear investors have a very visible need to maximise short-term yields.

We see some European investors cutting back a little and we certainly get the sense that some larger investors aren’t as involved in the market now as they were three or four months ago when they were scrambling for every deal. But there is still more than enough liquidity to execute a €500-750 million transaction at a very competitive price.

“Issuance volumes have been low this year because of corporates pulling back on their capex spend and low M&A activity levels. Next year we expect more issuance volume owing to a sizeable refinancing pipeline.”

Issuer specifics: Wesfarmers

Wesfarmers is the only Australian food and staples retailer in the Dow Jones Sustainability World Index. It has been ranked among the top-five companies in the world in this respect and this result reflects  particularly on Coles, with a significant amount of the assessment directly related to this business.

SWISS From Wesfarmers’ perspective is there any correlation between financial success and increased focus on sustainability issues?

MOTTOLINI This is an area Wesfarmers has focused on for several years. The sustainability report from this year was the 20th consecutive yearly report we have issued. As more time has passed we have increased our effort and focus around these issues.

It is a very well received report. Wesfarmers has always believed that sustainability is an important issue for a listed company. This is because if we are seen as a sustainable corporate it will drive our long-term
businesses and give long-term value to our shareholders.

SWISS Wesfarmers has been noticeably absent from funding markets globally during 2017. Why and what does this mean for Wesfarmers going into 2018?

MOTTOLINI We have been absent from all capital markets since 2015. The main reason is that we made some asset sales and therefore had cash coming in at group level. This eliminated the need for debt-market funding.

Even so, our plans are to stay in touch with the market and we have had continued engagement with our
investors domestically and offshore, to ensure that we can fund when we need to do so. We don’t roadshow regularly in every jurisdiction, but we do see Australian domestic investors twice a year and offshore investors every second year. We last saw European investors at the end of September 2017, in a comprehensive roadshow across continental Europe and the UK.

We have a US dollar redemption falling due in early 2018. This will probably give us the opportunity to participate in capital markets in the first half of the year. But again, this largely depends on other portfolio-management activities.

MOTTOLINI Feedback we received from our recent European nondeal roadshow in September 2017 is that some investors are showing more interest in maturities of up to 10 years.

LEWIS Right now, any deal in the five-year part of the curve is buried by demand because investors want to buy anything with a positive yield to preserve their cash. Even mid-swap flat gives a 70 basis points pick up over Bunds.

We talk to our international syndicate colleagues like Andrew Giaimo a lot about potential headwinds, but with markets as robust as they have been it is very hard to predict what could happen to turn conditions negative in the near term.

“At such low yields and spreads, I am somewhat surprised that investors are still buying so confidently. But they tell us they have no choice because it is just too painful to be short the market.”

Swiss Are the themes similar in the US?

GIAIMO Very similar. It was another record-breaking year in corporate and financial supply with more than US$1.3 trillion of issuance digested in an orderly way. Market inflows have been positive in every week of the year and even with elevated supply levels spreads have consistently performed well.

Monetary policy will almost certainly be an issue through next year in the US. We expect the Federal Reserve to raise rates at its December meeting. BNP Paribas is forecasting three rate rises in 2018 and is expecting spreads on 10-year bonds to be 3 per cent by the end of the year. However, provided this happens in an orderly way deal flow will keep coming.

Another factor we are looking out for is tax reform, which is gathering steam in the US. We are particularly watching to see what tax reform means for the repatriation of cash. If US issuers can start to bring cash back to the US, these issuers’ call on capital markets may fall. Lower supply would be supportive of market  technicals.

For some time now we have been observing how quickly the market bounces back from volatility. If company blackout periods halt corporate supply investors buy bonds in the secondary market. Conditions remain extremely constructive and there doesn’t seem to be anything on the near-term horizon to disrupt them.

Issuer specifics: Ausgrid

A new issuer in 2017, Ausgrid opened its bond account in US private placement (USPP) format, printing the largest-ever deal by a non-US issuer at close to US$2 billion equivalent. The company has more debt to refinance and a range of options on the table.

CRAIG What was the case for the USPP market to be first, and do you still believe you made the right choice?

DUNCAN I think it is fair to say that I probably would have pushed to issue in public markets first. The company is newly privatised and getting a new team operational in a privatised entity has taken time to achieve.

Michael Bradburn, Ausgrid’s chief financial officer, joined on 31 May. There wasn’t a huge amount of time pressure on the company’s two three-year bridge loans: they had coupon step-ups but we were a long way from these being activated. But funding plans were in action by this time so there was a sense of urgency, even though there wasn’t really a significant amount of risk.

Documentation for the 144A market was in progress but this is relatively challenging and complicated, while Michael is well experienced in the USPP market. Ausgrid is also preparing for a new regulatory revenue reset – which itself is onerous and time intensive.

I think it came down to a decision around execution risk and, in the end, a call that a private placement could take some refinancing risk off the table in quick measure.

In the end it was a fantastic outcome and there’s been no feedback from any part of the market that this was a ‘bad’ course to take. The A$2.3 billion (US$1.7 billion) equivalent deal refinanced the entirety of Ausgrid’s first bridge loan and about a third of its second bridge loan. We refinanced the remainder of
the second bridge by printing the A$1.2 billion domestic deal in October and we are in a good position now, with nothing else due to roll off the books until 2020.

CRAIG What is next for Ausgrid?

DUNCAN With such a significant debt pile I would have thought to complete 144A and EMTN documentation. The EMTN programme, for example, would have eliminated the need to establish an Australian MTN programme – which Ausgrid also did in short order and, it should be said, eliminated further refinancing risk in quick succession.

We have another A$7 billion to refinance in the next 3-4 years so this means we have to fund at least A$2 billion per year for the next three years. It’s really full steam ahead from this point on.

We are midway through completing our 144A documentation and we hope to parallel this with an EMTN document. So by February we aim to have two new sets of documents ready to issue off, providing more optionality.

DEBT MARKET COMPARISONS

CRAIG How do Australian issuers choose between markets when so many liquidity pools are available?

STEWART We always show clients pricing across a range of markets but at the moment spread levels are very similar across euros, US dollars and Australian dollars. So with no cross-currency swap costs to take into account the most competitive for issuers is the Australian market. Our advice is to access the market with the best price, assuming diversification and other factors aren’t a major objective, as it is unlikely an issuer will regret locking in 10-year money at the spread levels we’re currently seeing.

Australian-origin offshore currency issuance volume has been low this year largely because of a combination of corporates pulling back on capex spend and low M&A activity over the past few years. If you also take the strength of the bank market and the competitiveness of Australian domestic capital market into account, offshore markets could be viewed as comparatively less competitive.

Looking forward to next year, we expect more issuance volume owing to a sizeable refinancing pipeline. The main point to make now, though, is that this is a very good time to access markets.

“We are watching to see what tax reform means for the repatriation of cash. If US issuers can start to bring cash back to the US, these issuers’ call on capital markets may fall, with lower supply being supportive of market technicals.”

LEWIS To hear the positivity around the Australian MTN market is a real change from a couple of years ago and poses an interesting conundrum for issuers to consider. This is whether they should they take advantage of markets opportunistically while they are accommodative or continue to rely on more regular and reliable funding sources. US dollar Reg S is a good example of a market which has been very good to some issuers this year but that hasn’t always been as reliable in the past.

WAKEFIELD I have always been concerned that executing a Reg S issue could cannibalise demand for our bonds in other currencies and markets.

WILLIAMS It is very important to cultivate a following in a market. There have been numerous attractively priced private placement (PP) opportunities that we have decided not to pursue because they detract from our capacity to execute larger public transactions. Our preference has been to raise funding via public transactions, to maximise our engagement with a broader range of investors.

GIAIMO Tapping the 144A market with increasing frequency helps spreads compress relative to US domestic peers.

MOTTOLINI We have always viewed Australia as a core market. This is notwithstanding that we might not be able to print in as large volumes and in as long tenors when compared with what offshore markets offer. But we don’t always chase longer maturities, so we are happy with issuing A$500 million (US$378.3 million) at five or seven years in the Australian market. For issuers that are willing to participate in the short-to-medium end of the maturity spectrum we view the Australian dollar as a solid, reliable market.

MOMDJIAN The Australian bond market remains one of our opportunistic funding markets, just like Canadian Maple, Swiss franc, sterling and USPP markets, all of which can also provide 10-year tenor demand in addition to diversification benefits. It’s certainly encouraging to see the strong momentum coming out of the Australian bond market this past year, especially the growing bid and price leadership out of Asia.

For Sydney Airport, there will be scope to consider a combination of core and opportunistic markets, and even PP issuance, in any single year given the wave of debt maturities we see approaching from 2020.

Issuer specifics: Brambles

As an exclusively foreign-currency funder, the opening up of the Australian domestic market in 2017 poses a question for Brambles.

SWISS Brambles predominantly raises funds in offshore currencies, having most recently issued a €500 million (US$595.4 million), 10-year deal in September 2017. Does the fact that the Australian market now has a proven ability to consistently offer 10 years mean Brambles could rethink its suite of issuance options?

PRESS We will evaluate all markets as and when we have a need to fund again. Brambles does not have any Australian dollar debt. We predominately have euro and US dollar denominated debt. Brambles generally has  around US$2 billion of outstanding debt capital markets issuance across these two markets. Therefore, we need to be mindful that we have enough outstanding issuance to be relevant in a market.

We are cognisant of the fact that it takes work for investors to understand our credit story. As a credit, Brambles is unique and not easily comparable. We need to remain mindful that we don’t spread ourselves too thinly so we can maintain an appropriate level of supply to service the markets in which we fund.

SWISS Brambles recently published its sustainability review for 2017, including progress towards its 2020 sustainability goals. Can you explain exactly what Brambles seeks to achieve with these goals, what progress the firm has made, and to what extent the goals align with the UN’s Sustainable Development Goals (SDGs)?

PRESS Brambles provides the reuse of pallets, reusable plastic crates (RPCs) and containers. Our business model is a sustainable model and this is fundamental to our business proposition. By providing a reuse model for packaging equipment such as pallets, RPCs and containers, we can reduce single-use packaging in the supply chain, which reduces costs, waste and resource demand.

Sustainability forms part of our core value. It is also a value creator for us, especially in the context of our business model. The 2020 goals aim to address material sustainability issues in the value chain we operate in and they enable us to focus on the areas where we can have the most positive impact.

One of these areas is sustainable sourcing of wood from certified sources. For the 2017 financial year, we have sourced 99.1 per cent of our wood this way. The focus on purchasing certified wood supports SDG 15, which aims for the sustainable use of the world’s forests and to combat deforestation, and is also linked to SDG 13, climate action.

Similarly, the fact that our customers choose our share-and-reuse solution products over one-way packaging, means carbon emissions are reduced, waste avoided and raw materials saved. This links to another SDG: 12, responsible production and consumption.

BANK MARKET

CRAIG With bonds now largely outpricing loans, are issuers increasing their proportional call on capital markets?

STEWART Debt capital markets have indeed become very attractive. Having said this, loan funding is also competitive because, just like bond markets, banks haven’t had a lot of assets to invest in. Additionally, there are new entrants from the likes of Japanese and Chinese banks coming into this space and
we are also seeing market players returning.

WILLIAMS Some of this is money that doesn’t necessarily need, or seek, ancillary business. But there is also money that you know is always going to come with the expectation of collateral business. There is nothing wrong with this per se, but you need to be a little judicious in determining how much additional funding you want to take and think about the implications down the track for sharing your ancillary business around the bank group.

“Some Asian banks have been in Australia for a long time and are pushing for ancillary business. They have invested heavily in teams on the ground, so it is fair and competitive to offer them other business opportunities.”

MACHLISS I have heard it said that the domestic banks 'set' the loan market in Australia. Is this how issuers view this dynamic?

DUNCAN This largely depends on what you mean by ‘set’. Offshore banks depend on the local banks to set documentation and terms and conditions, but domestic banks sometimes say they can’t match their offshore peers on pricing. In the short time I’ve been at Ausgrid, I’ve had at least one domestic bank tell me it couldn’t match pricing we’d been offered. In this instance an offshore bank undercut by two-thirds.

MACHLISS There always seems to be a new cohort of players coming in to replace the last group of banks that were breaking into the market.

DUNCAN Five years ago the Canadian banks struggled to compete for cross-currency swaps. Their bids were twice as high as local and other competitors, mostly because new capital rules had an impact. We provided feedback so the banks could try to match the levels, and they did try. At the end of the day this is how to build understanding, and nothing changes without two-way conversation.

MOMDJIAN The cross-currency-swap dynamic has really changed. Having multiple domestic and offshore lenders in our banking group allows us to readily observe these changing dynamics and optimise swap pricing accordingly.

Providing pricing feedback is very important. It shapes bank expectations and enables us to share our ancillary business. This is also great for us as it allows us to spread our counterparty risk and deepen our relationships with all our banks.

On the lending side, it is interesting that we have seen a lot of new entrants generating strong pricing tension, noting some of these banks do not require ancillary business which can also be attractive to some borrowers.

“In theory a borrower should not issue within two weeks of a nondeal roadshow. This shouldn’t be problematic, except if the roadshow response is so strong that they want to issue.”

STEWART There used to be a few banks that wanted to lend but were happy to sit on the sidelines when it came to ancillary business. I have started to see more banks wanting a fair share of the cross-sell.

MOTTOLINI Some Asian banks have been in Australia for a long time. But while in the past they have been very supportive with lending facilities, they are now pushing for ancillary business. They have invested heavily in teams on the ground both offshore and locally, so it is fair and competitive to offer them other business opportunities.

At the end of the day competition is positive for us and it is good to have a range of banks from which to select services. Competition generally brings about the best outcome.

PRESS I expect Brambles has a a higher proportion of US and European banks in its banking group, compared with other Australian corporates, given where we operate. We put our banking group together in 2001, and it has remained broadly the same since.

We view our banks as long-term partners. The banks in our group are generally our transactional bankers in one or more of the countries in which Brambles operates.

Issuer specifics: Pacific National

Asciano split into three distinct businesses – Pacific National, Patrick and Bulk and Automotive Ports Services – in August 2016. The Asciano entity now exclusively funds Pacific National. Investor-relations outreach was key in the transition.

CRAIG With the transition from Asciano to Pacific National now complete, how is the firm managing its investor-relations task?

WAKEFIELD I think we have done a good job. I am measuring this from the perspective that I now receive fewer enquiries from investors than I used to!

We had a period of more than 12 months in which there was considerable uncertainty for Asciano with a few different takeover offers, and through this period I consistently kept investors appraised of developments. At the time I was myself unclear about where things might land, but the fact that I was always available for telephone calls appeared to provide sufficient comfort.

The transition was completed in August 2017 and as soon as possible after this – in October – we undertook a global roadshow. We ensured we had a representative from one of our new owners at every meeting and investors appreciated the opportunity to look the new owners in the eyes.

Investors’ other main concern was access to information given the fact that the business was taken private. With this in mind, we have implemented a closed debt-investor website. I think the performance of our Australian dollar deal from earlier this year demonstrates the fact that we’ve handled the transition well. It also underlines for me the fact that nondeal interaction with investors is crucial, so they can be ready to receive you when you want to go back to market.

CRAIG What is the company’s call on offshore public debt capital markets likely to be going forward?

WAKEFIELD Right now we have no drawn bank debt and a consistently strong cashflow position. We are receiving some reverse enquiry. There is a wall of money globally looking for a home, which is obviously helped by QE, and offshore investors are naturally very interested in our plans around how we might refinance our US$750 million redemption in April next year. We have already refinanced some of this through the A$350 million (US$264.8 million) domestic deal printed earlier this year.

We will continue to be engaged with offshore markets as Pacific National. But this is smaller than Asciano so it may be that our future funding need isn’t sufficient to service the full range of offshore funding markets we have accessed in the past.

Having said this, the US market is still important to us. We are focused on ensuring we remain relevant to US investors including going to see them on an annual basis.

Lewis Are issuers concerned that the new money may not be here for the long term?

MOTTOLINI We look for the long-term relationship. There is lots of competition and issuers are in a competitive position in this environment. But we don’t like to rely on hot money. In an acquisition scenario we might want a large volume of money quickly and therefore we prefer to have long-term partners that we can rely on to be there every time.

WAKEFIELD This is why investor relations is so important. It is through this kind of exercise that we discover the partners that will be there for the long term. In the bond market, the Asian investors we market to in other currencies might already own our US bonds. With regard to Asian investors in particular, the difference now is that they are playing much more strongly in the Australian dollar market. I’m not sure what others’ views are but my gut feeling is that these investors aren’t going anywhere any time soon.

LEWIS Anecdotally I have heard that if the cap on Japanese government bonds raises by as little as 10 basis points Japanese investors will stop buying nondomestic assets. This may be some cause for concern, even though it is not only Japanese investors that comprise the Asian bid.

“In the short time I’ve been at Ausgrid, I’ve had at least one domestic bank tell me they couldn’t match pricing we’d been offered. In this instance an offshore bank undercut by two-thirds.”

Stewart What do issuers think about the idea of superannuation funds acting like banks and lending 10-15 year money directly to corporates? Why can’t the bond market fill this need?

WAKEFIELD A number of the Australian domestic investors we meet want to engage in PP-style funding, mostly driven by the covenants they are able to lock in. I can see why this could be a viable funding option
for some issuers, but equally I would be hesitant to access this form of funding unless I really needed it.

WILLIAMS I expect it would be difficult to mix institutional and bank lenders in the context of ever needing to obtain waivers or some other approval later on. Institutional lenders are likely to have a rather different
outlook from bank lenders and may complicate the process of amending documentation if this were ever to become necessary. This kind of funding activity isn’t really something we would engage in.

DEAL OR NO DEAL

Stewart Most issuers’ funding needs have been relatively static of late. How have you all been managing your investor-relations tasks during this period?

MOMDJIAN We have been increasingly proactive with respect to debt versus equity investor relations. We are now actively considering undertaking debt-investor nondeal roadshows across both existing and potential new markets, particularly if we are going through a quiet period for bond issuance. We tested this idea in Europe in November 2017 and investor feedback was overwhelmingly positive.

“Investors appear to be more focused on ESG indicators such as business-model sustainability or an issuer’s position in a reputable sustainability index, rather than in specific green accreditation.”

WAKEFIELD My preference has always been to treat debt investors like equity investors. I think this is even more important now we are a private company and investors’ access to information is reduced.

STEWART I haven’t strongly recommended nondeal roadshows in the past as it can annoy some investors. But there is no doubt that nondeal roadshows are favourably looked upon where an issuer has not had a physical presence in a market for more than a year or two, or has had significant credit events or management changes.

It is generally best to avoid busy markets when scheduling nondeal roadshows. But if you pick a good window they can make a lot of sense.

MOMDJIAN We host semiannual European debt investor update calls – often with limited attendance. However, attendance was very strong when we hosted our most recent European nondeal roadshow, even though it was one of the busiest weeks of issuance. Investors specifically extended their appreciation for face-to-face interaction.

“With regard to Asian investors, the difference now is they are playing much more strongly in the Australian dollar market. I’m not sure what others’ views are but my gut feeling is that these investors aren’t going anywhere any time soon.”

LEWIS I think European investors support nondeal roadshows by Australian issuers because they see it as a way to meet face-to-face, particularly where opportunities for physical access are limited by distance.

WAKEFIELD Every US nondeal roadshow we host sells out and investors always tell us how much they appreciate our visit. They also really help our secondary spread levels.

PRESS Nowadays, a physical roadshow doesn’t need to precede a US deal – all the marketing takes place on the phone.

GIAIMO This is because there are so many US investors that it is simply more efficient to get the touch-point across the country rather than spending several days travelling.

Issuer specifics: Scentre Group

Scentre Group (Scentre) announced a 144A transaction in the Asian time zone for the first time during 2017. This might not always be Scentre’s US dollar issuance strategy but its success means it is under consideration again.

SWISS Scentre printed a US$500 million 10-year deal in March. What were US market conditions like in the first quarter of the year?

WILLIAMS While we had only just completed our annual European investor update, we viewed the US market as offering a more competitive cost of funds when swapped back into Australian dollars.

As far as US dollar deals go, this was the first time we announced a transaction in the Asian time zone. Normally we leave the go or no-go decision to just before the New York open, to give us the opportunity to see what occurs in Asia and Europe. But this time we were quite comfortable with the economic data backdrop as well as the level of Asian demand, having spent the last few years roadshowing through the region.

We had also observed some prior Reg S transactions go reasonably well and this helped to boost our confidence. With the benign backdrop, we thought it was a good opportunity to test this approach.

Launching in the Hong Kong morning allowed us to attract sufficient orders through the day to more than cover the desired transaction size before the US market opened. This changed the dynamic around the participation of US investors and resulted in an overall quicker response from them. Ultimately, this change in dynamic helped us achieve more competitive pricing.

SWISS Would you use this strategy again?

WILLIAMS We will assess it on a case-by-case basis. We are cognisant of the fact that the US dollar market is always open to us – even if it is at a price – and we value the solid execution afforded by this market. But if there is demand out of Asia when we look to come to market again we are likely to revisit this route.

SWISS In the past, Scentre has been known to pull forward funding from future periods because of a market outlook. How are current macroeconomic views affecting funding preferences?

WILLIAMS We always have issuance to do, which is partly due to the nature of our business as we always need sufficient funding to take any committed development through to completion.

You’re right, we like to have plenty of liquidity because we remain wary of the potential for some shock that might negatively affect our access to markets, despite the generally improving macroeconomic background globally. We will continue to be open to bringing forward our funding plans opportunistically.

With some debt maturities starting to come through from 2018 onwards and ongoing modest development capex requirements, we are likely to be somewhat more active in financing over the next few years.

WILLIAMS Actually, we have noticed that telephonic updates with US investors have tended to be less effective than face-to-face marketing. We would prefer to do more physical meetings.

We also prefer the nondeal format. We find it quite frustrating that – even when there is no intention to issue immediately following marketing – we are strongly encouraged, even forced, to publish fairly specific language in advance of the marketing about what we might want to issue, just in case the response from investors is too strong to ignore. The language we are required to use is more specific and predictive than we would like it to be.

We think the language creates too much expectation. In fact, some European investors seemed to be quite surprised, even critical, when we didn’t issue in Europe in the wake of our last update and issued in the US instead, even though we continually emphasised that we were not committed to issuance
in any particular market.

We don’t want to execute a transaction off the back of every roadshow. We literally just want to update investors then pick and choose from issuance opportunities that might arise over the following 12 months.

MACHLISS In theory a borrower should not issue within two weeks of a nondeal roadshow. This shouldn’t be problematic, except if the roadshow response is so strong that it wants to issue.

LEWIS In Europe, the two-week regime was always broadly adhered to. Some banks seem to be suggesting greater flexibility now and issuers will probably find that different dealers give different advice. At BNP Paribas, we think the two-week mark is about the right amount of time to allow. The reason for this is that nondeal roadshows aren’t usually publicised in the same way as deal roadshows and as such issues around fair access to information might arise.

“I expect it would be difficult to mix institutional and bank lenders in the context of ever needing to obtain waivers or some other approval later on. Institutional lenders are likely to have a rather different outlook from bank lenders and may complicate the process.”

SUSTAINABILITY CONSIDERATIONS

Swiss We hear that debt investors across the globe are increasingly demanding detailed information on a company’s sustainability culture and approach from issuers during non-green-bond specific roadshows. Does the issuer and intermediary experience substantiate this claim?

PRESS In our experience investors appear to be more focused on environmental, social and governance (ESG) indicators such as business-model sustainability or an issuer’s position in a reputable sustainability index, rather than in specific green accreditation.

MACHLISS This is absolutely correct. For socially responsible investment (SRI) analysts in Europe, their interest is far less about green-bond funds, which are a growing but form a very small overall component of the market. It is more about the SRI overlay.

In a recent green-bond transaction we acted on, around 10 per cent of the overall deal was allocated to green-bond funds and 65 per cent to SRI overlays. These are either investors who are targeting a high proportion – say 75-80 per cent – of their assets under management to be in SRI product in a couple of years’ time, or investors for whom SRI is already a fundamental part of their credit analysis.

LEWIS An official stamp doesn’t make a bond green. As Cathy Press points out, investors are more influenced by a company’s focus on sustainability and preservation.

MOTTOLINI We received quite a lot of questions on sustainability at our recent European investor meetings. I would say there was at least one question on sustainability at some point in the meeting in more than 60 per cent of these meetings. But I view sustainability as different from a green bond. We should all be cognisant of making our business models and propositions sustainable for the long term. This is not just a matter of being ‘green’ – it’s about being sustainable in many different ways.

Over the last 12 months we have noticed investors focusing more on ESG and many are changing their mandates. A year ago, if more than 70 per cent of revenues were in coal mining some investors’ mandates precluded their investment. Now this level is 30 per cent.

Issuer specifics: Sydney Airport

Sydney Airport has a track record of self-arranging its transactions, including a US private placement (USPP) deal, in 2015, and two syndicated loans. The borrower’s stable credit story helps it achieve this feat.

CRAIG What are the considerations that go into self-arrangement of debt issuance?

MOMDJIAN There are several factors we take into consideration when deciding to self-arrange our loan and bond deals. The primary driver is cost savings, which are typically in the realm of millions of dollars and reflect the relatively large size of the deals we bring to market.

But there are other factors. These include timing, relationships, credit stability and availability of information. Our syndicated loan and USPP deals were opportunistic and not driven by a looming debt maturity. We dealt with a handful of banks and USPP investors with whom we had already forged strong relationships.

Our credit story had been very stable, especially given our single-asset focus, which expedited credit-approval processes. The level of market pricing and intelligence we receive from all our banks on a monthly basis allowed us to effectively determine, negotiate and optimise pricing.

Self-arranging required some additional work by our lawyers and it is worth noting that there are clear benefits in appointing arrangers for public bond and more bespoke private-placement deals, where issuers often have to deal with hundreds of familiar and unfamiliar investors.

CRAIG Apart from the syndicated loan, Sydney Airport has been quiet in capital markets in 2017. Presumably there is an ongoing capex need but how has the company been going about supplying this while it has been out of funding markets?

MOMDJIAN We set ourselves up for success in 2016 by proactively terming out all our bank-debt facilities, and generating ample liquidity to fund future investment and provide a backstop for funding future debt maturities. As a result, we had a relatively quiet 2017 with no bond issuance.

We did, however, conduct investor updates across Europe. We hadn’t been to Europe, one of our core funding markets, since early 2014 and we had never met with investors in Switzerland, which is an untapped opportunistic market. While we have a small amount of debt maturing in 2018, there is scope to term out our bank-debt facilities proactively to address ongoing capex needs.

Going forward, we are very much focused on maintaining a presence in the deepest and most liquid debt capital markets, being US144A and euro. These markets have proved that they can stay open during times of stress and uncertainty.

REGULATION

Craig What implications are new regulations likely to have for the debt market in 2018? In particular, what impact is MiFID II likely to have on bond issuers and can this impact be mitigated?

LEWIS New regulation starts in just a few weeks and it’s fair to say that even this close to implementation we’re deeply uncertain about how it might affect large chunks of our business. The impact on issuers insofar as what they will need to prepare to take deals to market isn’t significant. The impact on intermediaries is frankly a nightmare.

There are a couple of things I know will happen for certain. One is that we will have to disclose fees at the start of the syndication process. This is great for issuers, which will be able to read in launch announcements what the fee levels are. But it leaves us banks more concerned there will be a race to the bottom.

There are some other changes we know about. For instance, we will have to agree upfront with the issuer how we intend to allocate the book. But these are really basic tenets including long-term holders, roadshow attendees and so on. The issuer will also have to sign off on these.

I expect these things to remain within our control and become boilerplate reasonably quickly. It will still be the issuer’s orderbook and issuers will be able to dictate how we distribute bonds. But there are likely to be very significant impacts for banks.

All conversations and actions will need to be diarised and recorded, including every guidance alteration. This is because for several years after a transaction is printed in Europe, the Financial Conduct Authority – or equivalent – will be able to demand a complete deal timeline and ask for it to be produced within 72 hours of request.

“We are now actively considering undertaking debt investor nondeal roadshows across both existing and potential new markets, particularly if we are going through a quiet period of bond issuance.”

Mottolini Does this come from a fear of sweetheart deals?

LEWIS Exactly. But I would argue that the current system already treats fairly investors that are consistent. The worst-case future scenario is that in a €500 million deal with a €2.5 billion book we will have to scale all participants equally to 20 per cent, with no differentiation for investor type, behaviour or history. My view is that not all investors are created equal and they shouldn’t all be treated as such.

GIAIMO For the time being, we expect this regulation to affect the European market the most. The same  regulation doesn’t apply in the US, at least in year one.

LEWIS I am always concerned that an extra layer of bureaucracy will slow things down. A few issuers have
opportunistically accessed the euro market in the last few days to get their deals done pre-MiFID II. To be clear, I don’t think it’s going to negatively affect market pricing or sentiment – but
I do think no issuer wants to go first.

The content on www.kanganews.com is for information only. Please read our Terms & Conditions and Privacy Policy before using the site. All material subject to strictly enforced copyright laws. © BondNews Limited