Corporate issuers in a global credit bull market
BNP Paribas and KangaNews convened their longstanding roundtable for corporate issuers in Sydney in July. Participants share a detailed view of a global market in which liquidity continues to outstrip credit supply by a significant margin – and where issuers hold the whip hand as a consequence. There are still challenges for responsible issuers, however.
FUNDING ENVIRONMENT
Craig The last time we did this roundtable participants described the previous 12 months in funding markets as “boring”. How would you characterise markets now, and how have things changed over the past year?
While that may have been characterised as boring, it feels like the boring stopped very quickly in the final quarter as the market began to focus on trade wars and global macroeconomic headwinds again. This quickly fed through to a softer credit market.
In the new year, although markets stabilised we got the sense that rates were going to continue grinding lower and we felt, on the whole, that this was going to be positive for credit as investors started to seek out yield again. But credit markets bounced back far more quickly than we expected.
We weren’t planning to issue quite so early in the year. But the strength of demand we were seeing in March was compelling, which was reflected in the really strong result we achieved with our Eurobond issue.
I think demand for credit will continue to be strong throughout the rest of the current year, although it is likely to be punctuated with the bouts of volatility to which we have started to become accustomed. This provides a positive backdrop for corporate issuance.
On the other hand, issuance conditions globally have been patchy from market to market. The euro market has been very strong this year, Asia and the US less so.
There seems to have been some change in which specific markets are favoured. But there are plenty of options if you’re diversified enough in your funding programme. Spreads and rates are certainly favourable for borrowers.
Volatility continues to make headlines, but it always seems to be short-lived at the moment. One day there is a trade war and another day Brexit is the focus – but the next day markets are back open for business.
We are keeping a close eye on windows of opportunity, as always. We are ready to go and our documentation is updated on a regular basis. This means we can listen to the investor base and are able to avoid volatile periods.
Davison Coming back to the market in 2019, it is interesting that conditions have been so benign despite a series of what we might have expected to be serious risk events – things like trade wars, Brexit and the US Federal Reserve (Fed) reversing course. Why has credit been so resilient to event risk?
Because of the volatility we had last year, valuations were appealing at the start of 2019. The reaction of central banks has also helped propel the strong market since the beginning of the year.
There has been noise from the trade war and other risk events. But the effect of these events has been short-lived in the primary market.
Equity markets probably had the best first half they have had in a very long time as well. This is quite rare, because equity and bond markets typically move in different directions. This year, equity-market pricing has been very optimistic about a recovery while the credit market is pricing in lower inflation. This is only sustainable if growth remains low and central banks remain dovish.
A lot of the market noise this year has been based on expectations about central-bank activity. Whenever there is a discrepancy between expectation and the reality of what the central banks actually do we tend to see a lot more volatility and uncertainty.
The bottom line is that the market has been in very good shape for debt issuance this year. Historically low rates and very tight credit spreads make a great issuance environment.
Historically, investment-grade credit performance is largely about central-bank easing or tightening – this is the biggest factor that influences the market. Meanwhile, high-yield credit in the US is relatively underperforming because there is a question mark around growth – but at the same time equities are still doing well. There is a dichotomy.
Markets will do well as long as central-bank easing is on the table. Our house view is that the European Central Bank (ECB) will continue to ease and this will be supportive of corporate credit. The big question everyone is asking themselves is whether we are seeing the ‘Japanification’ of markets. With the Fed looking to cut as well, we can see how conceivably markets could get to a situation like Japan.
EXECUTION APPROACH
Davison How does the way event risk seems to play out nowadays – with frequent shocks that tend to pass quickly – change the execution process?
This time around that was not our experience at all, which was a pleasant surprise. Perhaps this was just a reflection of how investors were viewing their home markets at that point in time. Regardless, we received a lot of unsolicited, positive feedback following our investor update. We were able to act on this quickly, despite initially not having planned to bring a transaction straight away.
However, I don’t think this is an actual change to the execution process. Being able to take advantage of opportunities quickly, or adjust plans according to changes in market conditions whatever the cause, is part of how we have always accessed markets.
Whether we opt to open a book sometimes comes down to the type of issuer and transaction. If there is good feedback from a roadshow and it is an investment-grade name, there is usually good certainty unless it is a really bad day. For other issuers, and especially if there is more fast money involved, it can be different and we need to be more careful.
ASIAN ENGAGEMENT
Craig We would like to talk about some markets in detail. There was a lot of interest in Reg S US dollars going back a year or two but this option has been particularly quiet for Australian corporate issuers since mid-2019. What is issuers’ read on Reg S, especially into Asia?
We were very happy with the Reg S market when we issued. We had a very good reception in Asia where the investors understood our credit and the products that we move on rail. This certainly helps.
Since we issued, the Reg S market has been choppy and credit spreads have blown out. At the moment, Reg S probably doesn’t stack up weighed against other funding options. We will continue to monitor this and other markets as we potentially look to issue in the next year. But we probably would not have gone to the Reg S market in the last 12 months had we needed to issue.
One of the characteristics of the Asian investor base is that ‘yieldy’ products tend to get a very good bid and the market can therefore offer a decent arbitrage. Longer tenor or higher yielding can be where the Asian bid comes in.
This is why we see a lot of longer-dated transactions and subordinated structures go well in Asia. Banks and corporate hybrids get a very good bid from the region.
Davison There has been some suggestion, from intermediaries in Asia in particular, that Reg S economics are closer to working again for Australian issuers. How close is this market to being a competitive option for Australian corporates once more, and to what extent can issuers rely on execution of transactions where they are mainly Asian focused?
Australian issuers are typically very high quality and are possibly looking for diverse pockets of liquidity. At the same time, Asian investors are looking for diversification a lot more because there has been significant growth in Chinese issuance within the APAC issuer base in the last few years. Going back 15 years, there were only three Chinese issuers which were probably 3 per cent of the market. Now, they are about 70 per cent of the APAC market.
This is relevant for Australian issuers. International money is now buying Chinese credit because it has become too large to ignore. This means international investors are shifting research centres and portfolio managers to Hong Kong and Singapore, which in turn means big US investors can place bids from the Asian or the US time zone.
We are also seeing Chinese investors, which until now have been very concentrated in Chinese credit, begin to look for diversification in higher-quality names. Wealth is shifting from west to east and money needs to be put somewhere safe – particularly pension-fund, insurance and bank money. This is where Australian issuers fit in very well.
We have seen some issuers opening books in Asia in order to give investors in the region a better chance to be involved in deals. This typically leads to the book being fully subscribed by the time the US opens – Asian demand is strong enough to cover the whole book.
When US investors start their day the first thing they will ask about is the status of the Asian book. They want to see a strong Asian bid to be convinced to participate. This brings up another element, which is how Asian investor allocations are determined. US-based syndicates typically run 144A format deals and, without a conscious effort from the borrower, Asian investors almost inevitably do not get much allocation.
Friendly markets and cost of carry
With global funding markets offering plentiful liquidity and attractive pricing, corporate borrowers may be tempted – at the margin – to front-load issuance requirements. Novel structures may be required to make this approach pay off, however.
VAN DER GEEST We completed a transaction in the Asian bank market earlier this year, which was very much a diversity play. It also provided the opportunity for drawn bank debt with some flexible features like defined progressive draws.
A key in this market is building relationships and understanding of the Australian sector. This was the first Australian airport deal and it was a positive experience for us because it provided flexibility to align with our capex plans. We expect to be increasingly active in capital markets later this year.
Davison Do you think this allocation issue has a notable impact on Asian investor sentiment or the way investors in the Asian region think about the Australian-origin issuance they see?
Davison It is good to be in a position to talk seriously about Asia as a source of significant liquidity. But ultimately if an issuer feels it needs to include a 144A component in a US dollar deal it is on the hook for the cost of doing a US-domiciled deal – which we understand is not inconsiderable. How valuable would it be if issuers could reliably do Reg-S-only transactions for their US dollars without the 144A component?
I get the sense that these accounts are already starting to hit limits for the issuers they see regularly. In addition, if they begin to get uncomfortable around China they don’t have too many other options within investment-grade Asia. There are only so many deals that come out of other investment-grade markets such as Malaysia or Thailand. It is refreshing for investors to be offered high-quality Australian names – in fact, in some ways it is the sweet spot.
These investment firms now often have analysts in the region that can call a company in their timezone to get to understand the credit. It feels like we are already at the cusp of issuers being able to do Reg-S-only – it could well be the norm within five years.
This includes looking at the US dollar Reg S market quite closely. Our analysis suggests that it is still a relatively small market compared with euros or 144A, though – both with regard to the size of the market overall and the size of tickets investors can write.
I think the fact that volatility in the Reg S market has seen its viability come and go supports this conclusion. We are not a frequent issuer. But our issuance has largely aligned with our M&A activity and the volume of this activity tends to mean that we want to be active in large, deep markets where we can build close relationships with regular investors. Purely from this perspective, we find that euros and 144A are the markets to favour.
Having said this, I should emphasise that we gave Asian-based investors the first opportunity to participate in our most recent euro and 144A deals – given Asian support for our credit and the strength of the Asian market.
Reg S is a good option for corporate issuers especially in the context of deal size. The 144A market’s benchmark volume is US$500 million; in the Reg S market it is US$300 million. The option of Reg S makes sense for issuers with a lower funding need than the 144A market requires. However, to access this issuers need to have the Asian investor base ready.
We run many Korean transactions. In the past, we announced these in the US first and let them run overnight – which meant a 48-hour, rather than a 24-hour, bookbuild. We have done it this way because issuers have considered the US to be more important and as a result haven’t taken into account the fact that these US investors may have offices in Hong Kong or Singapore.
Nowadays, any transaction of this type is executed over a 24-hour period. It opens in Asia and final price guidance has to be out during Asian hours – because the decision-maker is Asia-based. This means Asia has become more important and Asian syndicates are running these transactions.
There is another element to this. Where the best liquidity in the secondary market tends to be is where the portfolio managers and research are based. A lot of trading activities are shifting from US to Asian hours and as a result these funds will decide to base their portfolio managers in Asia.
US AND EUROPEAN UPDATE
Craig Four or five years ago – the last time demand and pricing in the euro market was a global standout – extended tenor and sub-benchmark issuance were available to Australian corporates in euros. The market has been less accommodative on deal format since but euro conditions have improved significantly in 2019. Are some of these more attractive features coming back into play?
The maturity available in euro issuance is lengthening. Transurban’s most recent euro deal was for 15 years – and there is a deep pool of liquidity between 10- and 20-year duration available in Europe nowadays. The problems for Australian issuers are the swap cost of issuing at that tenor and clean credit lines. Having said this, euro basis-swap costs are negligible. This is another reason why euro issuance is competitive.
On deal size, we have not seen much sub-benchmark supply in the euro market this year. It takes a very strong market backdrop to execute in sub-benchmark volume and not have to pay for it.
Further corporate-sector purchase programme injections in Europe will benefit corporate issuers. Australian issuers will not be eligible, though they should benefit indirectly as spreads across the market compress.
Craig Transurban Queensland (TQ) has been active in the US private placement (USPP) market in recent months. What takeouts does the issuer have on how this option is faring for Australian issuers in 2019? What seems to be new in the market?
Davison Melbourne Airport has not issued in 144A format despite growth in its debt-funding needs. Does the increase in volume available to single names in the USPP market make you think that transitioning to 144A might never have to be a move the airport makes?
Funds under management with USPP investors are growing. Their market is very much relationship-driven and we receive reverse enquiry from some fund managers.
I get the sense that USPP investors have amendment fatigue as several Australian borrowers have recently gone through the process. Amendment processes are certainly a negotiation, with preparedness to pay additional fees balancing the value of aligning documentation – all while being mindful of not burning relationship bridges.
Stewart This has always been the reason for at least some issuers to pause on committing to USPP transactions – that the covenants the investor base demand of issuers tend to be relatively restrictive. How significant an issue is this?
Amendment process still not plain sailing
A number of Australian corporate borrowers have taken the opportunity to revise bond documentation in recent months. Those that have share insights into dealing with investors in the amendment process.
MCKAY We undertook a global consent solicitation process around 18 months ago which we did without a lot of precedents. However, once we agreed on the best approach the execution of the process itself was quite efficient.
MOTTOLINI The documentation process we went through was mainly about reviewing the terms and conditions of our bank documentation in particular, looking to gain flexibility as opposed to any pricing advantage. The main changes we were seeking were around financial covenants, guarantee structure and ability to deal with portfolio assets.
A simple financial-covenant setup is possible and for a highly rated borrower it shouldn’t be an issue because we should be so far above thresholds anyway. Even so, it should be tied to something that doesn’t move as much year to year. As such, we sought covenants tied to the balance sheet, which are likely to be less volatile when compared with those tied to profit and loss.
The guarantee structure was the other thing we looked at, to get flexibility around reporting requirements and the number of subsidiaries we have tied into a guarantee structure. We wanted a structure which had the same level of guarantee but was much simpler.
The third point was on flexibility around assets. With a conglomerate that does M&A activity – we have been selling assets for a little while and might be buying assets in the future – we need to have this type of flexibility. This became apparent when we were doing the Coles demerger last year. Overall, the process we went through does not lessen the quality of our credit but it does give more flexibility.
WILLIAMS Trying to amend the terms in bond documentation is always a complicated process, even if the amendment is benign. Investors either don’t want to be bothered or want to be paid to deal with it. It’s a different dynamic with your banks, who tend to be much more engaged. It’s a broader type of relationship.
This said, issuers don’t really want to go back and fundamentally change the nature of a deal. A lot of what we have done in the past on the bank side is really just to retain the intent of what we started out with. The banks have always been understanding and accommodating in these situations.
VAN DER GEEST This year we transitioned to a common-terms deed and completed an amendment with US private placement noteholders, at which point we will be aligned.
The platform enables more bilaterals or syndicated facilities. For loan product, excluding offshore, for operational ease we will aim to use a common agent. This is very useful for efficiency.
The aim we had when it came to updating documentation was to refresh docs, realign terms and update to current model format before starting our next major funding phase. We wanted to get everything refreshed and realigned into today’s format.
Getting a specialist adviser in to help was invaluable. Both processes – in the US and domestically – were completed in a relatively short timeframe. From my point of view it is about recognising where your skills lie and getting specialist assistance elsewhere.
SUSTAINABILITY-THEMED DEBT
Davison There are no active green-bond issuers around this table. However, one of the main topics of conversation in sustainability globally is a debate about the goal of bringing borrowers that have not previously engaged with sustainable markets into the sector – via things like transition bonds and sustainability-performance loans (SPLs). Do these concepts and products move the dial for Australian corporate issuers?
Internally, our mantra has been to set business cases for green initiatives and support them wholeheartedly. However, a green bond itself is restrictive in volume and there are additional requirements across the business for a small treasury team. We also have to engage further third parties, such as Sustainalytics, and see how they respond to our initiatives and assets.
There will eventually be a much more mature sustainable-debt market with uniform rules and methodology, as opposed to what it is now – where participants appear to develop their own criteria and guidelines.
The way we think about it is the things we do on a sustainability front are things all corporates should be doing, and they should be willing and able to explain these to stakeholders. How corporates fund themselves should be a separate issue, though. When sustainability-type funding gets to a point where it offers tangible advantages – and it might not just be pricing or liquidity, but reputational and publicity advantages – there may be a case for it.
It is a rapidly developing market and we are seeing more and more investors mandating a certain percentage of their funds to go into sustainable financing. When this becomes a groundswell it will probably be a market that can’t be ignored.
Davison Do debt investors ask you about issues like ESG reporting and scoring even outside of green-bond conversations?
There are also additional ongoing audit and compliance costs. Green bank loans are more palatable because they can be repaid at any time without penalty.
Davison Does this suggest that the pricing incentive SPLs can offer might be a game changer, or at least attract more borrowers to the sustainable-debt market?
However, there is no fundamental reason why the same principles could not apply in the bond market, in other words offering a tangible benefit for positive transition. I do not see why these bonds cannot offer a performance aspect, and if they do it will be a good development that would also help to make sure the environmental benefit is properly represented.
Davison Would this be through a coupon step-down?
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