Corporate Investments

Most corporate bonds are traded over the counter (OTC) which means you need to go through a specialist broker such as FIIG Securities. However some, such as mortgage trusts, are offered to retail investors directly by the issuing company and some are listed on the ASX.

If you are considering investing in corporate bonds, ASIC provide a comprehensive Corporate Bond guide.

 Unlisted mortgage trusts

There are a few mortgage trusts offering interest rate securities. If you are considering investing in one of these, ASIC have produced an independent guide for investors reading a prospectus for unlisted debentures or unsecured notes which you might find useful.

 Listed corporate investments

There are a number of interest rate securities listed on the ASX. These have four or five letter codes and can be bought and sold as you would any other security. If you look in the Australian Financial Review Market Wrap, you will find an interest rate securities section which lists about 69 securities under four headings:

  • Corporate Bonds
  • Floating Rate Notes
  • Convertible Notes
  • Hybrid Securities

The first thing that you need to know before investing (given that you are comfortable with the credit risks of the issuer) is the terms and conditions of each security. These will be in a product disclosure statement somewhere but might be from a few years ago and might be difficult to find. They might be on the company’s web site or referenced by their ASX announcements – note that these are under the issuing company code not the interest rate security code.

 Points to consider

Non-cumulative

If the company doesn’t have the cash to pay your interest in one period, it’s not obligated to make them up next payment period. Obviously, this favours the company. Typically the penalty for doing this, is that it can’t pay any dividends on ordinary shares until it has re-instated payments on the notes but it still doesn’t have to make up the missed payments.

Important dates

Some securities have maturity dates, conversion dates, step up dates and others are perpetual.  Ensure that you are aware of the dates and understand their significance.

Liquidity

Some of these securities are very illiquid and thinly traded. This can mean that there are big gaps in prices and the yield you get on a security can be quite sensitive to differences in the price you pay. If a note is perpetual it must be sold on the market to redeem capital.

Floating rate note

Offers a fixed margin above a floating rate typically the BBSW and is reset for each payment period i.e. quarterly or half yearly. So if interest rates rise, so do the number of dollars you get, conversely if interest rates fall, your payments reduce. Some rely on franking credits to achieve quoted rates of return and the value of franking credits is different for different investors.

Convertible notes

Generally more like ordinary shares as they are redeemed not by repayment of cash but by conversion to ordinary shares at a pre determined price (face value) some time in the future.

Hybrid security

This type of security is anything that combines the elements of both debt and equity, although the definition is very broad.

Warning

If the security is essentially a straightforward loan to an operating company, then you can form a view as to the credit worthiness of that company.

But if it is a construct from investment bankers then beware, because the underlying securities could be anything and may be highly geared in order to offer a high starting yield.

If trouble hits, then this type of product is not a safe, boring, interest paying security.

For example, the Macquarie Fortress floating rate note (MFNHA), was originally issued in May 2005 at $1 promising 10.25% interest but now trades at 30c and hasn’t paid interest since 2007. This security exemplifies some of the dangers of seeking very high interest rates.

 

Security analysis examples

Let’s look at some of these securities to see the sort of issues to look for. Note that the following examples are just short summaries of the terms and conditions for illustrative purposes. You should read the product disclosure statement for each security before investing.

NABHA – floating rate note from one of the major banks

NABHA is a floating rate note issued by the National Australia Bank.  These securities have a face value of $100 and pay the BBSW plus 1.25%. Interest is paid quarterly on 15th of February, May, August and November.To be entitled to a payment, you must buy them on the ASX 15 days before the due date.

They were issued in June 1999 and are perpetual. They have an S&P rating of A. The Bank has the right to redeem the note for face value (plus accrued interest). You have no right to redemption. Interest is non-cumulative. These are trading at the time of writing at about $80.50, are just ex-dividend and are the most liquid of the floating rate notes with some thousands changing hands each day.

Given the BBSW is 4.75%, then they are paying 6% on the face value or about 7.5% on the price of the note. Given the current interest rates on offer from other banks, this note price is probably about what you would expect but there are certainly higher yields on offer. However, 18 months ago these notes were trading around their issue price of $100 which illustrates the risks involved in investing in these types of securities.

One thing to be aware of is that banks are regulated by APRA, and it is always concerned that ordinary depositors are protected. APRA considers that the more shareholder capital is present, then the more protected depositors are and it classifies this ‘at risk’ capital as Tier 1 and sets minimum levels for this. When the banks issue interest bearing securities, they are only classified as Tier 1 if they are unsecured and banks frequently set the terms and conditions on these securities precisely to meet APRA’s requirements. If there were serious problems with the bank, the notes would translate to a preference share and your security would rank behind all other creditors, but ahead of ordinary shareholders.

HLNG – Convertible Note from Healthscope

HLNG securities were issued in December 2010 by Healthscope, a private health care provider with annual revenues of about $2,000 million. The notes have a face value of $100 and pay fixed interest of 11.25%. They have security over the assets subordinated to $1.2 billion of senior debt but ahead of $1.5 billion of private unsecured debt.

They mature in June 2016 and will be repaid on that date unless the company floats on the stock exchange in the interim in which case investors have the right to be repaid by the issue of shares in the initial public offering at a 2.5% discount to other retail investors. Interest is paid quarterly on the 25th of March, June, September and December.

Although secured over the assets, these are formally unsecured. Interest is cumulative and, if payments are suspended, interest is earned at the fixed rate plus 2%. Events that may cause the suspension of payments are an inadequate debt service cover or a default on the senior debt. The issuer can redeem the notes at any point for the face value plus outstanding interest plus an additional amount which varies as time passes and whether the company has floated.

This is a highly indebted company and a high risk security evidenced by the yield on offer. If the level of debt proves too hard to manage, there are not a lot of assets left to secure these notes although having private investors ranked behind these might give some comfort.

ANZPA – hybrid security, floating rate convertible preference share

ANZPA is a floating rate convertible preference share from another major bank. These were issued by ANZ at a face value of $100 in December 2009 and will be redeemed in December 2016. Each quarter they pay a dividend which is a mixture of cash and franking credits which, when grossed up, equals the BBSW plus a margin of 3.1%.

Again, these preference shares rank behind all other creditors except equally with a number of previous issues of preference shares and ahead of ordinary shares. They are rated A+ by S&P. Dividends are non-cumulative. Redemption is by converting them into the appropriate number of ANZ ordinary shares based on the volume weighted average price (VWAP) over the previous twenty days using a value of $101.01 but with a maximum number of shares based on approximately half the VWAP at the date when they were issued. If ANZ shares are trading at less than this value in December 2016, then the preference shares may be redeemed for cash or redemption will be deferred until a dividend date when the share price meets this condition.

A typical quarterly dividend might be calculated as follows: BBSW of 5.0217% plus the margin of 3.1% multiplied by (1- 30% tax rate). This dividend rate equates to a fully franked quarterly dividend of $1.4330 and that is what you receive. If you multiply this by 4, you get an annual rate of 5.732% not the ‘headline’ rate of BBSW + 3.1% which would be 8.1217%.

If you are on a very low tax rate such as a super fund in pension mode, you will get the franking credits refunded to you by the Tax Office after you submit that year’s tax return which might be quite a long delay.

CBAPA – (PERLS V) – floating rate security from our largest bank

PERLS V were issued by the Commonwealth at a face value of $200 in October 2009. While these are formally a perpetual instrument, they are expected to be redeemed in October 2014 at the election of the bank. Each quarter they pay a dividend which is a mixture of cash and franking credits which, when grossed up, equals the BBSW plus a margin of 3.4%. See the calculation for ANZPA to see how this works.

They are a stapled security, one part being an unsecured subordinate note issued by the bank’s New Zealand branch and the other being a preference share issued by the bank. Again, these preference shares rank behind all other creditors except equally with a number of previous issues of preference shares and ahead of ordinary shares. They are rated A+ by S&P. Dividends are non-cumulative.

Redemption is probably by converting them into the appropriate number of Commonwealth ordinary shares based on the volume weighted average price (VWAP) over the previous twenty days using a value of $202.02. There are a couple of conversion conditions, for example if CBA shares are trading at less than about half the value when the PERLS V were issued (approximately $22.72) in October 2014, then the preference shares may be redeemed for cash or redemption will be deferred until a dividend date when the share price meets this condition.

These securities tend to trade in a range from about $202 up to about $212 as the dividend date approaches. But, these still have equity style risk – falling to below $196 in one recent trading session at the time of writing.

DXRPA – floating rate perpetual exchangeable step up security from DEXUS (a property group)

DXRPA have a face value of $100 and pay a non-cumulative quarterly interest at BBSW plus 1.3%. Tax is 90% deferred, and if it’s not, an extra .5% is added. They may be redeemed on 1 July 2012 , if not the interest margin steps up by 2%. DEXUS has the option to redeem for cash or by exchanging for ordinary DEXUS securities at a 2% discount.

The tax deferral feature means that the Tax Office treats 90% of the payments as a return of capital and this reduces the cost basis of the security. So when you sell the security or it is redeemed, you then have a capital gain liability but this is potentially some years after the distribution.

Features such as franking credits being part of the distribution or tax deferral make a difference as to the yield you might expect from a security but have different implications depending on your individual tax situation.

Interest rate step ups are a common feature as are maximum limits on the number of shares that may be used to redeem the security.

Warning

You can see from these examples that it is essential to read product disclosure statements before investing in these securities – they all have their quirks and they are all different.

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