Debt markets explained June 2013 Debt securities and the bond market are sometimes treated as the ugly duckling of all asset classes. They are simply not as well understood by investors as equity markets. In this report we explain the difference between three classifications often mentioned by investment managers when they report back to investors on the performance of their bond or fixed interest funds. 1. Executive summary When it comes to debt securities and the bond market there are three broad terms that are often used by investment managers. These terms are different ways of classifying debt securities or bonds and should not be confused as perceived risk assessment terms. All debt securities are analysed in terms of the following three terms: • Listed or unlisted debt • Secured or unsecured debt • Rated or unrated debt When comparing debt securities on a very high level and in broad terms listed debt is generally regarded as less risky than unlisted debt, secured debt is expected to be less risky than unsecured debt and finally rated debt is presumed to be less risky than unrated debt. On closer inspection though there are many intricacies that need to be kept in mind when analysing debt securities. There are some listed debt securities that are owned by a small group of investors and not traded actively on the bond exchange and are therefore very illiquid. There are many good credit quality unlisted debt securities. Secured debt is backed by an asset and could be presumed to be of better quality due to a better recovery rate on default than unsecured debt. However, government debt securities are unsecured debt but are among the highest credit quality debt securities available. Securities with higher credit ratings are deemed less risky than lower rated securities. However, there is a global move away from only relying on credit rating agencies to assessing the risks internally. There is no requirement for debt securities to be rated by independent credit rating agencies before inclusion in indices or to be listed on the bond market. There is no blanket answer when assessing the risk of debt securities and each security should be assessed in detail on its own. 2. Listed vs Unlisted Debt 2.1. Listed Debt Listed debt securities are listed on an exchange and can be bought and sold in the secondary market. These debt securities are generally more liquid than unlisted debt securities. However, there are some listed debt securities that are owned by a small group of investors and not traded actively on the bond exchange and are therefore very illiquid. Yield spreads are typically a factor of credit quality and liquidity but sometimes other factors like market demand can impact this as well hence the current low spread environment seen in the current listed credit market. One benefit of listed debt securities is that pricing is conducted by an independent entity and all securities are priced with the same methodology. 2.2. Unlisted Debt Unlisted debt securities are not traded on an exchange, but through the Over-The-Counter (OTC) market. Market makers such as investment banks facilitate the buying and selling of unlisted debt securities in the OTC market. In some cases investment managers would originate the debt themselves such as infrastructure bonds and development bonds and hold such unlisted debt until maturity. Investors could think of unlisted debt in the fixed income asset class similar to what private equity is in the equity asset class. Unlisted debt securities are not exchange traded and therefore are perceived to be less liquid than listed debt securities. This does not however mean that unlisted debt is of lower credit quality. A possible drawback of unlisted debt securities is that pricing may be conducted by the holder of such securities. This creates a potential conflict of interest and opens it up for perceived manipulation. It is therefore very important that investors are fully aware of their investment manager’s valuation process. 3. Secured vs Unsecured Debt 3.1. Secured Debt Secured debt is tied to an asset that is considered to be collateral for the debt. Mortgage and car financing are both examples of secured debt. Your mortgage loan is secured by your home. Similarly, your car financing is secured by your vehicle. If you become delinquent on these loan payments, the lender can repossess and sell the asset to try to recover the outstanding debt. Similarly in the bond market, secured debt is backed by physical assets that have been securitised such as mortgage back securities (MBS) and asset backed securities (ABS). These assets can be repossessed and sold in order to recover the outstanding debt. Only a small portion of the listed debt securities (on the bond exchange) consists of secured debt. Many of the unlisted debt securities are secured debt and backed by physical assets such as a solar power plant for example. This is primarily due to the fact that investment managers have better negotiation powers in respect of the unlisted market where they are able to dictate terms to a certain degree whereas the listed market is pretty much a take it or leave it situation. 3.2. Unsecured Debt Unsecured debt is not backed by any physical asset or securitisation vehicle and lenders don't have rights to any collateral for the debt. This is not to say that unsecured debt is not backed by a stream of cash flows. For example, government bonds are unsecured debt securities as it is not backed by any physical asset that can be repossessed and sold. However, government bonds are backed by tax revenues as the government can just raise taxes when it needs to make debt payments. Tax revenues cannot be repossessed and sold and therefore does not constitute an asset that can be used as collateral to secure debt. Other examples of cash flow streams are toll road revenues and power plant revenues. Most of the securities listed on the bond exchange are unsecured debt. Government debt is among the highest credit quality securities and therefore being unsecured does not detract from the quality of the debt security. 4. Rated vs Unrated Debt Investors have to assess the credit quality of bonds or debt securities. One approach is by considering the credit ratings assigned to debt securities by credit rating agencies. 4.1. Rated Debt Rated debt is debt securities that have been assessed by credit rating agencies. Securities with higher ratings are deemed less risky than lower rated securities. Even so, the Bond Exchange of South Africa (BESA) does not require debt securities to be rated in order to list on the exchange. It is completely the preference of the issuer to be rated or not. In addition, the Financial Services Board made amendments in a notice (notice 80 of 2012) to the Collective Investment Schemes Control Act in which all reference to “credit ratings” or “rating agencies” were removed. Regulation 28 and the amended CISCA place the onus on the investment managers and investors to put internal processes and ratings in place to assess the risks of debt securities internally and not only rely on credit rating agencies. 4.2. Unrated Debt Unrated debt has not been assessed by credit rating agencies. Issuers of unrated debt securities sometimes have to offer higher yields than those paid on highly rated debt securities because there are no quality guarantees. However, the industry is evolving and as the sophistication of the debt market improves the yield spreads should narrow and merge. In the absence of credit ratings, the average investor on the street cannot differentiate between a low risk bond being issued by a financially strong institution and a highly speculative bond. Although credit ratings are not full proof, unrated bonds are perceived to be more risky but investors need to take comfort from the expertise of their chosen investment manager and assess that they have put the proper steps in place in order to assess the risks at hand. 5. Summary Debt securities can be classified as listed or unlisted debt, secured or unsecured debt, and rated or unrated debt. Most of the bonds listed on the Bond Exchange of South Africa (BESA) are rated, however this is not a listing requirement and solely the preference of the issuer. Most of the bonds on the bond exchange are unsecured debt such as corporate bonds and government bonds (although government bonds are implicitly backed by tax revenues). These terms are different ways of classifying debt securities and should not be confused as perceived risk assessment terms. Each debt security should be assessed for risk on a case by case basis. For more information please feel free to contact our Research team on +27 21 852 9092. Gregoire Theron Head of Manager Research Karlien de Bruin Senior Investment Analyst
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