BOND REFUNDING IN EFFICIENT MARKETS: A DYNAMIC ANALYSIS WITH TAX EFFECTS

This paper provides a dynamic analysis of the bond refunding problem in an efficient market setting with corporate taxes and transaction costs. A new methodology is developed to analyze the optimal exercise problem in the presence of imperfections. This analysis enables prediction of the effect of changes in corporate tax laws on the refunding decision. It also explains the empirical observation that bonds are often called when the bond price is below the call price.     

OPTIMAL BOND CALL POLICIES UNDER TRANSACTIONS COSTS

In this paper I analyze the effects of refunding transactions costs on the firm's optimal call policy. Refunding transactions costs cause the firm to delay calling a bond when its market value first reaches the call price. This effect causes the price path of a callable bond to be a locally concave function of the interest rate, reaching a maximum price above the call price. Comparative static results show that the magnitude of the premium above the call price is an increasing function of transactions costs. An empirical test on a sample of nonconvertible bonds supports the model's transactions costs prediction.     

Callable Bonds: Better Value Than Advertised?

Callable bonds allow issuers to manage interest rate risk in the sense that if rates decline, the bonds can be redeemed and replaced with lower‐cost debt. Investors demand a coupon premium for giving issuers this option; and when deciding whether to issue callable or noncall‐able bonds, the issuing companies must determine whether it's worth paying the coupon premium. This article addresses two main questions about the structuring and refunding of callable bonds. The first concerns the value of the call option: At the time of issuance, does it make sense to accept the coupon premium for the option being acquired? The second concerns the optimal timing of a refunding: At refunding, do the cash flow savings provide adequate compensation for the option that is being exercised and hence given up? In perfect markets with no taxes or transactions costs, the average corporate issuer should be indifferent between issuing callable bonds or their noncallable equivalent. But corporate taxes, together with risk management considerations, can lead some issuers to prefer callable bonds, possibly with coupons that otherwise would be unacceptably high. Refunding decisions should be made using the concept of “call efficiency,” which compares the savings (net of transactions costs) from calling to the loss of option value. The latter should also account for any option that is built into the replacement issue. Transaction costs that occur when refunding diminish the value of the call option, and their effect should be factored in at the time of issuance. One way of avoiding such costs is to issue “ratchet” bonds—essentially one‐way floaters that automatically reset lower when rates decline, thus delivering the benefits of callable bonds while eliminating transaction costs.     

Don't Waste a Free Lunch: Managing the Advance Refunding Option

A callable municipal bond issue funding a new project is usually eligible for “advance refunding”—that is, refunding between the issue date and the call date. Such refunding is accomplished by issuing new bonds, and investing the proceeds in an escrow portfolio of Treasury securities whose cash flows pay off the outstanding issue until the call date, when the old bonds are retired. Under favorable market conditions, advance refunding enables a municipality to lock in lower interest rates prior to the call date; waiting until that date would expose the issuer to the risk of higher rates. The right to advance refund is an option whose value depends not only on the issuer's borrowing rate, but also on Treasury rates, which determine the cost of the escrow portfolio. What makes this option (referred to by the authors as the “ARO”) unusual is that it is effectively a free lunch for the issuer. While investors pay a lower price for a callable bond, the price is not affected by the bond's eligibility for advance refunding. The free lunch is demonstrable when the yield of the escrowed Treasuries is higher than the issuer's funding rate to the call date. In such cases, the present value of the cash flows to the call date (which is how the market prices a deep‐in‐the‐money callable bond) exceeds the cost of the escrow. This excess effectively enables the issuer to retire the bonds below their fair market value. Another manifestation of the free lunch offered by advance refunding transaction occurs when the savings exceed the expected value of waiting—that is, when the value of the call option is less than the currently realizable savings. One important consideration when deciding whether and when to advance refund is that the ARO can be exercised only once in an issue's refunding life‐cycle. If an issue is advance refunded, its replacement cannot be. But if an issue is refunded once it becomes callable, the ARO stays alive in the replacement issue. In this article, the authors develop an analytical framework to help issuers deal with this problem. First, they explore how the value of the ARO depends on coupon, maturity, time to call, and prevailing Treasury rates. Then they use the results to make a recommendation about the advance refunding decision: act now or wait? To answer this question, the authors extend the standard measure of refunding efficiency to incorporate the ARO of the replacement issue. Incorporating the ARO of the replacement issue slows down the signal to advance refund, whereas failure to do so could lead to a suboptimal decision. Near the call date, issuers may be better off locking in savings with a hedge rather than sacrificing the eligibility of the replacement issue for advance refunding.     

Yield spreads,agency costs and the corporate bond call feature

This paper theoretically compares yields and optimal default policies for callable and non-callable corporate debt. It shows that, contrary to the conventional wisdom, it is possible for the yield spread (callable minus non-callable) to be negative. It also identifies the key determinants of the yield spread. Next, it shows that the optimal default trigger for non-callable debt is higher than the trigger for callable debt, resulting in additional default-related costs. Thus, the use of non-callable debt gives rise to an indirect agency cost of early default, which is the difference in total firm value with callable and non-callable debt. This agency cost provides a rationale for the existence of callable debt. By examining the determinants of the magnitude of this agency cost, the conditions that make callable debt more attractive (to the issuing firm) relative to non-callable debt are identified. This allows certain predictions to be made regarding the likelihood of a call feature in a corporate bond. The model's implications are supported by existing empirical studies.     

The Relation Between Treasury Yields and Corporate Bond Yield Spreads

Because the option to call a corporate bond should rise in value when bond yields fall, the relation between noncallable Treasury yields and spreads of corporate bond yields over Treasury yields should depend on the callability of the corporate bond. I confirm this hypothesis for investment-grade corporate bonds. Although yield spreads on both callable and noncallable corporate bonds fall when Treasury yields rise, this relation is much stronger for callable bonds. This result has important implications for interpreting the behavior of yields on commonly used corporate bond indexes, which are composed primarily of callable bonds.     

Why firms issue callable bonds: Hedging investment uncertainty

This paper analyzes a firm's dynamic decisions: i) whether to issue a callable or non-callable bond; ii) when to call the callable bond; and iii) whether to refund it when it is called. We argue that a firm uses a callable bond to reduce the risk-shifting problem in case its investment opportunities become poor. Our empirical findings support this argument. We find that a firm facing poorer future investment opportunities is more likely to issue a callable bond than a firm facing better investment opportunities. In addition, a firm with a higher leverage ratio and higher investment risk is more likely to issue a callable bond. Finally, after a callable bond is issued, a firm with a poor performance and a low investment activity tends to call back a bond without refunding; a firm with the best performance and highest investment activity tends to call back a bond and refund its call; and a firm with mediocre performance and investment activity tends to not call its bonds.     

RATCHET BONDS: MAXIMUM REFUNDING EFFICIENCY AT MINIMUM TRANSACTION COST

Callable bonds, which are widely used by corporate borrowers to manage interest rate risk, have several major drawbacks. Foremost is the transaction cost of refunding. In addition, poor execution—calling too early or too late—is common, causing a transfer of wealth from shareholders to bondholders.
The Ratchet bond captures the advantages of a callable bond—the ability to lower interest costs when rates decline—while eliminating its undesirable features. If rates fall after issuance, the coupon of a Ratchet bond automatically resets to the yield of a specified Treasury bond plus some fixed spread. The resulting "step-down" cash flow pattern resembles that of a sequence of callable bonds that are refunded to the same original maturity date.
The Tennessee Valley Authority was the first to use this innovative structure. In June 1998, they sold $575 million 6.75%"PARRS" with a 30-year maturity and annual rate resets beginning after five years. Moreover, as this article went to print, TVA announced its intent to sell another large Ratchet issue with features virtually identical to the PARRS described in this article.     

Top management incentives and financial flexibility: The case of make‐whole call provisions

Consistent with the premise that make‐whole call provisions enhance value‐creating financial flexibility, we find that higher sensitivity of managerial wealth to stock price (delta) increases the likelihood that corporate bonds contain make‐whole provisions. Building on the results of related research, post‐issue financial performance of make‐whole callable bond issuers increases in delta. In line with prior findings that demonstrate financial flexibility can be costly to bondholders, we find that managerial equity incentives impact the incremental effect of make‐whole provisions on the pricing of corporate debt securities. Consistent with the flexibility explanation, we also find that the market response as measured by abnormal trading volume to the issuance of make‐whole callable debt varies in equity incentives. Overall, our results suggest that managerial incentives play a role in the choice, pricing, and market response to make‐whole options in corporate debt securities.     

An Integrated Model of Debt Issuance, Refunding, and Maturity

We integrate previous work in this area and develop a multiperiod model that simultaneously determines bond refunding, bond issuance, maturity structure, cash holdings, and bank borrowing policies. The focus here is on providing the required debt funds in the most cost efficient fashion. A strength of the model is that it allows for time varying interest costs, transaction costs, issuance costs, and refunding costs to be firm specific. The output of the model lays out the optimal financing decisions for each time interval that minimize the total discounted cost of providing the funds that match the requisite funds. By limiting the surplus funds available, the model minimizes the management incentive to over invest and thereby reduces the agency costs. The model has economic implications for the financing decisions and the firm's default risk, growth opportunities, riskiness of cash flows, and firm size. JEL Classification: G30     

From Implicit to Explicit: The Impact of Disclosure Requirements on Hidden Transaction Costs

This paper provides evidence that disclosing corporate bond investors' transaction costs (markups) affects the size of the markups. Until recently, markups were embedded in the reported transaction price and not explicitly disclosed. Without explicit disclosure, investors can estimate their markups using executed transaction prices. However, estimating markups imposes information processing costs on investors, potentially creating information asymmetry between unsophisticated investors and bond‐market professionals. We explore changes in markups after bond‐market professionals were required to explicitly disclose the markup on certain retail trade confirmations. We find that markups decline for trades that are subject to the disclosure requirement relative to those that are not. The findings are pronounced when constraints on investors' information processing capacity limit their ability to be informed about their markups without explicit disclosure.     

Reduced-form valuation of callable corporate bonds: Theory and evidence

We develop a reduced-form approach for valuing callable corporate bonds by characterizing the call probability via an intensity process. Asymmetric information and market frictions justify the existence of a call-arrival intensity from the market's perspective. Our approach both extends the reduced-form model of Duffie and Singleton (1999) for defaultable bonds to callable bonds and captures some important differences between call and default decisions. A comprehensive empirical analysis of callable bonds using both our model and the more traditional American option approach for valuing callable bonds shows that the reduced-form model fits callable bond prices well and that it outperforms the traditional approach both in- and out-of-sample.     

Municipal bonds: a contingent claims perspective

The purpose of this paper is to provide an overview of the municipal bond market with an emphasis on the numerous embedded contingent claims. Embedded contingent claims include the standard call features, sinking funds, the advance refunding option, the synthetic advance refunding option, the credit risk option (default risk), marketability, and the numerous tax-related events. Municipal bond investors must carefully assess the relative value of these contingent claims before investing in municipal bonds. Also, due to unique risk premiums within the municipal bond market, it is important to carefully structure the municipal bond holdings, paying particular attention to duration, within the context of an overall financial plan. There appears to be a benefit to lengthening the duration of the municipal bond portion of the portfolio.     

Effective duration of callable corporate bonds: Theory and evidence

This paper computes the effective duration of callable corporate bonds, using a contingent-claims model that incorporates both default risk and call risk. The model generates empirical implications regarding the cross-sectional variation and the firm-specific determinants of duration, and demonstrates that the effect of the call feature is to shorten duration (except for low-grade bonds). The effective duration is also estimated empirically for a large sample of long-term corporate bonds, using monthly bond price and interest rate data. Cross-sectional regression analysis is used to test the empirical implications of the model regarding the determinants of effective duration, and the empirical results are quite supportive of the model’s predictions.     

Probability of call and likelihood of the call feature in a corporate bond

This paper suggests a new way of predicting the likelihood of a corporate bond being callable. We compute the probability that a bond, if callable, would actually be called within a certain period. We also hypothesize a positive relationship between this probability and the likelihood of the bond being issued with a call feature. Comparative static results yield the following empirical implications: the likelihood of a call feature should be an increasing function of coupon rate, corporate tax rate and leverage ratio, and a decreasing function of interest rate and firm risk (volatility). Tests with recently issued corporate bonds provide fairly strong support for the model’s predictions.     

DEBT REFUNDING AND SHAREHOLDER WEALTH: THE PRICE EFFECTS OF DEBT-FOR-DEBT EXCHANGE OFFER ANNOUNCEMENTS

This study examines the impact of debt refunding on common stock prices for a sample of 48 exchange offers announced from 1970 through 1981. Exchange offer announcements do not have a significant impact on average common stock returns but appear to produce idiosyncratic share price effects. Refunding-induced price effects were unrelated to several exchange offer characteristics including tax shield increases, exchange offer premia, and transaction costs of refunding. Common stock excess returns were negatively related to reductions in debt service payments and relaxation of dividend payment constraints. Thus, the evidence is consistent with theories predicting that certain debt refundings generate negative information-signaling price effects.     

Learning, Cascades, and Transaction Costs

The paper analyzes the effect of transaction costs on sociallearning in an asset market with asymmetric information, sequentialtrading, and a competitive price mechanism. Both fixed and proportionaltransaction costs reduce the information content of tradingorders and lead to informational cascades. If transaction costsare very high, an informational cascade may occur not only whenbeliefs converge on a specific asset value but also when thereis extreme uncertainty about the asset's fundamental value.Finally, if the value in the bad state is sufficiently low,proportional transaction costs lead to an informational cascadeonly when prices are very high.     

Effects of Callable Feature on Early Exercise Policy

Convertible bonds and American warrants commonly contain the provision of the callable feature which allows the issuer to buy back the derivative at a predetermined recall price. Upon recall, by virtue of the early exercise privilege embedded in an American style derivative, the holder may choose either to exercise his derivative or to sell it back to the issuer. Normally, there is a notice period requirement on the recall, that is, the decision of the holder to exercise or to receive the cash is made at the end of the notice period. Also, the period of recall provision may cover only part of option's life. In this article, we examine the effect of the callable feature (with the notice period requirement) on the early exercise policy of a callable American call option. The optimal calling policy for the issuer is explored where the value of the American option is minimized among all possible recall policies. Without the notice period requirement, the critical asset price boundary of the callable American call is identical to that of the American capped call. When the notice period requirementis imposed, the critical asset price (considered as a function of time to expiry τ) first increases with τ,reaches some maximum value, then decreases with τ. Several approaches of designing numerical algorithms for the valuation of the callable American option are also presented. This revised version was published online in November 2006 with corrections to the Cover Date.     

Are embedded calls valuable? Evidence from agency bonds

This paper examines the call option values embedded in callable agency bonds. For FHLB, FNMA, and SLMA bonds, call value estimates range from 1.23% of par to 1.47% on average, which are between those for the treasury and corporate debt securities. FHLMC bonds, on the other hand, have an average call value estimate of 2.85%. Call values are significantly larger for bonds with a longer remaining maturity and greater default risk. Most interestingly, call values in the call protection period are significantly larger than those in the callable period except for the SLMA bonds, whereas previous studies on corporate debt find no significant difference in call values between these two periods.     

Price dispersion in OTC markets: A new measure of liquidity

In this paper, we model price dispersion effects in over-the-counter (OTC) markets to show that, in the presence of inventory risk for dealers and search costs for investors, traded prices may deviate from the expected market valuation of an asset. We interpret this deviation as a liquidity effect and develop a new liquidity measure quantifying the price dispersion in the context of the US corporate bond market. This market offers a unique opportunity to study liquidity effects since, from October 2004 onwards, all OTC transactions in this market have to be reported to a common database known as the Trade Reporting and Compliance Engine (TRACE). Furthermore, market-wide average price quotes are available from Markit Group Limited, a financial information provider. Thus, it is possible, for the first time, to directly observe deviations between transaction prices and the expected market valuation of securities. We quantify and analyze our new liquidity measure for this market and find significant price dispersion effects that cannot be simply captured by bid-ask spreads. We show that our new measure is indeed related to liquidity by regressing it on commonly-used liquidity proxies and find a strong relation between our proposed liquidity measure and bond characteristics, as well as trading activity variables. Furthermore, we evaluate the reliability of end-of-day marks that traders use to value their positions. Our evidence suggests that the price deviations from expected market valuations are significantly larger and more volatile than previously assumed. Overall, the results presented here improve our understanding of the drivers of liquidity and are important for many applications in OTC markets, in general.