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.     

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.     

Advance Refundings of Municipal Bonds

The advance refunding of debt is a widespread practice in municipal finance. In an advance refunding, municipalities retire callable bonds early and refund them with bonds with lower coupon rates. We find that 85% of all advance refundings occur at a net present value loss, and that the aggregate losses over the past 20 years exceed $15 billion. We explore why municipalities advance refund their debt at loss. Financially constrained municipalities may face pressure to advance refund since it allows them to reduce short‐term cash outflows. We find strong evidence that financial constraints are a major driver of advance refunding activity.     

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.     

Optimal Refunding Strategies, Transaction Costs, and the Market Value of Corporate Debt

The primary purpose of this paper is to consider both qualitatively and quantitatively the effects of refunding transaction costs and interest rate uncertainty on optimal refunding strategies and the market value of corporate debt. A dynamic model of corporate bond refunding with transaction costs is developed that simultaneously solves for the optimal refunding strategy, the value of the refunding call option, the value of the bond liability to the firm, and the market (investor) value of the fixed-rate contract. We provide examples in which the price of the callable bond does exceed the call price, and we examine whether or not typical levels of refunding costs are sufficient to explain the magnitude and duration of frequently observed premiums on callable corporate bonds.     

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.     

Seasoned equity offerings and customer–supplier relationships

We investigate how seasoned equity offerings (SEOs) by issuers with large customers affect both trading partners’ market values and the relationship's health. We hypothesize that SEOs reveal adverse information about an issuer's major customers and find that issuers and their large customers experience negative returns on SEO announcements. These results are more pronounced when customers have higher levels of information asymmetry and when customer-supplier relationships are particularly important. Large customers of issuers experience larger declines in post-SEO sales, operating performance, and credit ratings than large customers of non-issuers. Also, SEO issuer sales to large customers and relationship duration significantly decline.     

Optimal terms of contingent capital,incentive effects,and capital structure dynamics

Contingent Convertible Bonds (CoCos) with conversion ratios that dilute issuer's shareholders generate incentives to preemptively raise equity capital to avoid triggering conversion. Our dynamic model provides an interior solution for the unique optimal conversion ratio and the capital structure policies that maximizes issuer's value net of deadweight costs. Preemptive recapitalization induced by moderately dilutive conversion terms leads to fewer defaults, lower borrowing rates, and higher debt capacity when compared to less dilutive terms. However, highly dilutive conversion ratios do not always enhance efficiency because issuers facing very high dilution risk recapitalize too frequently, generating excessive adjustment costs. Conversely, if CoCo's principal is written-down at the conversion without diluting shareholders, then the issuer will have perverse incentives to destroy a portion of its capital (“burn money”) to force conversion and generate windfall gains for shareholders.     

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.     

Term structure estimation and pricing of callable Treasury bonds

This article describes a methodology of term structure estimation incorporating callable Treasury bonds using a bond-option valuation model. This article also examines whether some simple approximation of the option value suffice for providing a useful estimation procedure. The authors find that the errors in estimating the option value can generate significant errors for estimating the discount function. A call provision on a Treasury bond is not negligible at least our framework. This procedure is consistent with two aspects of the Treasury market. First, it provides the discount function that best determines the prices of observed Treasury securities, and second, it obtains a discount function that explains callable Treasuries.     

THE CHOICE AMONG DEBT,EQUITY, AND CONVERTIBLE BONDS

The hybrid nature of convertible bonds continues to interest corporate financial managers, investors, and economists. While much theoretical and empirical research examines an issuer's choice between using straight debt and equity, little research evaluates how an issuer chooses among debt, equity, and convertible bonds. This study extends Marsh's [ 13 ] research on the differences between debt and equity issuers in the United Kingdom by examining U.S. industrial firms that issue debt, equity, or convertible bonds. It also illustrates how various distinguishing features influence the probability that each security will be issued.     

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.     

Incentives to underprice

In an initial public offering, the choices made by issuers, such as the offer price, might not appear to be wealth maximizing. In this article, we argue that the choices are strategic. Based on the model developed by Barry (1989), we show that the average change in the issuer's wealth (4.52 per cent) is lower than the average loss implied by underpricing (12.09 per cent). Our results support the notion that the choices issuers make at the offering generate a compensatory benefit in the aftermarket. That the issuer may well not suffer a net wealth loss from the offering is in accordance with continued initial public offering activity.     

The issuance of callable bonds under information asymmetry

We reconsider the role of asymmetric information in motivating the issuance of callable bonds. The previous literature has emphasized a possibility that a call feature serves as a signal of issuer quality. We demonstrate that asymmetric information can motivate use of a call even when this action does not signal quality in equilibrium. We construct a matched sample of callable and non-callable bonds that permits us to control for non-informational effects on the call issuance decision. Empirical evidence from speculative grade bond markets is consistent with the hypotheses that asymmetric information motivates use of the call feature, but there is no evidence that inclusion of the call functions as a signal to the market.     

The marketing of seasoned equity offerings

In an accelerated seasoned equity offering (SEO), an issuer foregoes the investment bank's marketing efforts in return for a lower fee. To explain why many issuing firms choose a higher cost fully marketed offer, we posit that the marketing effort flattens the issuer's short-run demand curve. Alternatively stated, with a fully marketed offer, the issuer is paying investment bankers to create demand, making the elasticity of demand at the time of issuance an endogenous choice variable. Empirical analysis shows that both the pre-issue elasticity of the issuing firm's demand curve and the offer size are important determinants of the offer method choice. We find evidence of a large transitory increase in the elasticity of demand for issuers conducting fully marketed SEOs.     

Who issues Sukuk and when?: An analysis of the determinants of Islamic bond issuance

Using security issuer data from Malaysia, Indonesia, Saudi Arabia, and the United Arab Emirates from the 2001–2013 period, this study investigates how Islamic bond (Sukuk) issuers differ from conventional debt and equity issuers. An international comparative analysis of these three types of security issuers yields three key insights. First, accessibility to the Sukuk market is essential in choosing Sukuk issuance; other determinants will not promote the use of Sukuk, unless this requirement is first satisfied. Second, the low degree of financial constraints on a firm promotes Sukuk issuance, once the required condition of issuer accessibility to the Sukuk market is satisfied. Third, undervaluation of a firm in the pre-issuance period also encourages Sukuk issuance, once the issuer's Sukuk market accessibility condition is satisfied. Taken together, we conclude that Sukuk issuance is preferred along with market timing, once the pecking-order conditions of market accessibility are satisfied.     

The Investment Banking Contract For New Issues Under Asymmetric Information: Delegation And The Incentive Problem

In placing a new security issue, an investment banker has an opportunity to obtain private information by conducting preselling activities during the registration period. The task of the issuer is to design a contract that both induces the banker to use this information to the issuer's advantage and provides a disincentive for the banker to price the issue too low in order to reduce the effort required to sell the issue. This paper characterizes the class of price response functions that the issuer can induce the banker to choose under a delegation scheme and demonstrates that delegating the pricing decision to the banker can be optimal.     

Underwriter Reputation,Issuer Ownership,and Pre‐IPO Earnings Management: Evidence from China

This paper investigates the correlation between pre‐initial public offering (pre‐IPO) earnings management and underwriter reputation for issuers with different ownership structures in China. We document a significantly inverse relationship between underwriter reputation and pre‐IPO earnings management for non‐state‐owned enterprises (NSOE) issuers only, while no significant association is found for state‐owned enterprises (SOE) issuers. We also find that for the NSOE new issue market, underwriter reputation is positively correlated with issuer post‐IPO performance indicating that prestigious underwriters can incrementally improve issuer post‐IPO performance.     

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.     

Pre‐Issuance Hedging of Fixed‐Rate Debt

This article analyzes several corporate hedging strategies to manage interest rate risk on fixed‐rate debt prior to issuance. The authors start by considering these strategies using a highly stylized model: a binomial forward interest rate tree that, while simple in design, illustrates derivative pricing methodologies that are used in practice. Under a given rate volatility assumption, they demonstrate expected outcomes when entering a forward bond contract, a forward‐starting pay‐fixed interest swap, and a purchased option on that swap, as well as the “default” alternative of doing nothing. In principle, the decision of whether or not to hedge, as well as how to do so, depends on management's view of future interest rate volatility and degree of comfort with possible outcomes. The authors then assess the pros and cons of hedging strategies, with considerable emphasis on practical considerations. For example, while their theoretical model would allow an issuer to “lock” a specific debt issuance, in practice one can hedge only “benchmark” interest rate risk. The authors describe the use of both Treasury locks and forward‐starting swaps to address unexpected benchmark yield changes, and discuss how factors such as the time to issuance affect an issuer's choice of instrument. For instance, Treasury locks are typically used when the time to issuance is relatively short, while interest rate swaps are more common for longer times to issuance. The article also discusses circumstances in which a “do nothing” strategy may be preferable to other alternatives, as well as the disadvantages of issuing in advance. Finally, the authors describe the impact of financial accounting on different hedge strategies.