High Yield Debt

An Insider's Guide to the Marketplace

Rajay Bagaria

• Publisher: Wiley
• Year: 2016
• Print ISBN: 9781119134411
• eBook ISBN: 9781119134428
• Edition: 1
• Topic: Economics
• Subtopic: Banks & Banking
• Index: Economics

Examine the high yield market for a clear understanding of this evolving asset class

High Yield Debt is the one-stop resource for wealth advisors seeking an in-depth understanding of this misunderstood asset class. The high yield market provides a diverse opportunity set, including fixed and floating rate debt, high and low quality debt issues and both short- and long-term duration; but many fail to understand that not all high yield exposure is the same, and that different market segments and strategies work best at different points in the economic cycle. This guide addresses the confusion surrounding high yield debt. You'll find the information you need to decide whether or not to buy in to a high yield fund, and how to evaluate the opportunities and risks without getting lost in the jargon.

The U.S. corporate high yield market is worth $2.4 trillion—more than the stock markets of most developed countries. Market growth has increased the number of funds with high yield exposure, as well as the types of debt products available for investment. This book breaks it down into concrete terms, providing the answers advisors need to effectively evaluate the opportunities on offer.

• Understand the high yield asset class
• Learn the debt structures, performance and defaults
• Evaluate risk and investment opportunities
• Penetrate the jargon to make sense of high yield investment

Over 300 publicly traded funds provide exposure to U.S. high yield, but despite it's size and ubiquity, understanding of the asset class as a whole remains somewhat of a rarity—even among participants. A lack of transparency is partially to blame, but the market's evolution over the past fifteen years is the larger issue. High Yield Debt explains the modern high yield market in real terms, providing a much-needed resource for the savvy investor.

"Rajay Bagaria has written the first book that captures a 360 degree view of the high yield debt market. Whether you are an investor, investment banker, corporate lawyer, CFO or layperson simply trying to gain insights into the fundamentals of high yield debt, this book translates financial and legal concepts, trends and structures of high yield bonds and leveraged loans into a simple, understandable format. Mr. Bagaria's book is a valuable resource for anyone involved in the new issue or secondary leveraged finance markets."
—Frank J. Lopez, Co-Head Global Capital Markets, Proskauer

"Bagaria does a great service for both high yield professionals and beginners by providing an accessible, well-written, insightful market primer."
—Steven Miller, Managing Director, S&P Capital IQ, Leveraged Commentary & Data

"High-Yield Debt - An Insider's Guide to the Marketplace is a comprehensive book that provides an in-depth understanding of the history, growth, basics and details of high-debt and the high-yield market. The author gives insights that only an experienced professional can provide. The book will be invaluable to readers both starting out and knowledgeable about an important segment of corporate finance, dealing with concepts, structures and performance."
—Arthur Kaufman, Retired Partner, Fried, Frank, Harris, Shriver & Jacobson LLP / Member of Adjunct Faculty, Columbia Law School

CHAPTER 1
Development of the High Yield Industry

Chapter 1 lays the groundwork necessary for understanding the U.S. corporate high yield asset class. It starts by explaining what high yield debt is and how it compares to investment grade debt, the two broad fixed income categories. The chapter then covers the importance of credit ratings before providing a short history on how the modern day, high yield market evolved. This history tells a story of market growth that was not always sound, epitomized by the early 1990s “junk bond” bubble. However, the high yield industry has grown from its experiences. Improved underwriting standards, regulatory scrutiny, and greater investor protections ultimately fostered more sustainable growth manifest in today's $2.5 trillion market. To note, terms that might be confusing or are industry jargon are highlighted in italics and included in the Glossary.

1.1 WHAT IS HIGH YIELD DEBT?

High yield debt, often referred to simply as high yield, is debt rated below investment grade by major rating agencies such as Moody's Investor Services, Standard & Poor's (S&P), or Fitch Ratings. The highest rated debt is labeled investment grade by the rating agencies and has low risk of default or loss. This ratings category includes U.S. government bonds and the debt of large public companies such as General Electric, Microsoft, and ExxonMobil. Rating agencies label debt with below BBB-/Baa3 ratings as below investment grade or speculative grade, which constitute the high yield market. As the name “high yield” suggests, this category of debt provides a high rate of return to compensate for greater credit risk, or the possibility that the debt does not get repaid in full.

Leo Tolstoy's famous observation that “happy families are all alike; every unhappy family is unhappy in its own way” aptly describes the differences between investment grade and below investment grade borrowers as well. Investment grade borrowers are like happy families, enjoying access to the capital markets at attractive rates. For example, Apple (Aa1/AA+ rated) raised $5.5 billion in 2013 of 10-year debt at 2.4%, a rate similar to what the U.S. government pays. The risk of default for investment grade issuers is considered negligible; therefore, the borrowing rates are similar and more affected by the yield curve – or interest rates of government debt with different maturities – which serves as a benchmark for all debt. Though the prospects for investment grade companies' stock differs, their debt is generally well insulated from growth-related risks. In this way, the “happy families” are all alike.

High yield borrowers are more like unhappy families borrowing at expensive rates, each for its own reason. The high yield issuer base is broad; it includes countries, municipalities and corporations such as Costa Rica, Detroit and Sprint. Each high yield issuer has unique challenges and opportunities. Unlike investment grade companies, growth prospects matter more because these entities are more heavily indebted. As Moody's and S&P ratings migrate to lower categories such as Caa1/CCC+, the potential for default and loss amplifies. What binds high yield issuers into one asset class is simply a rating designation: below investment grade. But high yield issuers, unlike investment grade companies, carry more idiosyncratic risks, similar to stocks, and must pay higher interest rates on their debt as a result. In Tolstoy's words – and the debt markets – high yield issuers are the unhappy families, with each being unhappy in its own way.

Table 1.1 details the highest to lowest ratings provided by Moody's and S&P. Though each rating agency uses a different methodology to estimate and categorize credit risk, they produce comparable metrics. For example, a Baa2 rating by Moody's is similar to a BBB rating by S&P. This is shown below. The notching can also be viewed comparably, where a “1” from Moody's is similar to a “+” from S&P. Notching provides an added degree of segmentation which shows how close an issuer is to the next ratings tier.

TABLE 1.1 Moody's and S&P Ratings Categories

Credit Risk	Moody's Rating	S&P Rating
Investment Grade
Highest Quality	Aaa	AAA
High Quality	Aa1/Aa2/Aa3	AA+/AA/AA−
Upper Medium Grade	A1/A2/A3	A+/A/A−
Medium Grade	Baa1/Baa2/Baa3	BBB+/BBB/BBB−
Below Investment Grade
Lower Medium Grade	Ba1/Ba2/Ba3	BB+/BB/BB−
Low Grade	B1/B2/B3	B+/B/B−
Poor Quality	Caa1/Caa2/Caa3	CCC+/CCC/CCC−
Most Speculative	Ca	CC
No interest being paid or bankruptcy petition filed	C	C
In Default	C	D

Regarding the ratings chart, it's interesting to note that high yield is a somewhat arbitrary designation. The ratings agencies don't provide clear guidance on why BBB-/Baa3 serves as the demarcation line between what they consider investment grade and below investment grade. The decision, however, made many decades ago, now broadly classifies the entire fixed income market, which in the United States is estimated at over $40 trillion.¹ Today, any outstanding debt obligation – whether it is issued by a company, country, municipality, or even a structured finance vehicle – can be considered investment grade or below investment grade risk.

1.2 THE IMPORTANCE OF CREDIT RATINGS

Credit ratings are important to high yield investors and issuers for a few reasons. First, high yield debt investors generally require issuers to obtain credit ratings from two agencies on any debt offering. Although investors rely on their own business's due diligence – or evaluation of the issuer – when making investment decisions, the ratings still have an impact on the investment decision. This is because many high yield investors have investment mandates shaped by ratings. For example, a certain type of loan investor may only be able to buy a limited number of CCC rated credits, irrespective of what they think of the risk-return. Also, many buyers utilize lower cost borrowings to make investments and seek to profit from the spread. Ratings can affect the amount of financing available or regulatory capital that must be set aside for high yield investments. If a lower rating makes a debt issue more expensive to purchase with financing, investors seek compensation for this cost through a higher interest rate or yield to make the investment sufficiently profitable. It therefore goes without saying that lower ratings result in higher interest costs to issuers.

But the two broad ratings categories – investment grade or below investment grade – when taken literally are actually misleading. Rating agencies in fact have no interest in opining on whether a debt obligation is investment-worthy or not. Rather, the ratings of an issuer or its debt instrument serve only as a third-party assessment of the creditworthiness of the issuer and its ability to meet its debt obligations as they come due. Whether one chooses to buy or sell a debt instrument depends less on whether it is deemed investment or below investment grade and more on whether the price and yield compensate for the risk of loss. Further, credit rating agencies' estimates sometimes bear little relationship to reality. In 2008 for example, the rating agencies grossly underestimated the risks of numerous credit investments that had sub-prime mortgage exposure. Even though the rating agencies are not perfect, they still play an important role in the fixed income industry by constituting a third-party assessment of risk. Ratings can be relied upon for their independence and absence of conflict.

Something to keep in mind is that ratings can be upgraded or downgraded, which means they can change over time with credit developments and periodic ratings review by credit rating agencies. Some high yield issuers eventually have debt that is upgraded to investment grade. When ratings are downgraded from investment grade to below investment grade as they were for Ford and GM in 2005, it causes a turnover in the investor base. Initial investors who prefer, or can only hold, higher quality investment gr...

Table of contents

• Cover
• Titlepage
• Copyright
• Preface
• Acknowledgments
• About the Author
• Foreword
• Chapter 1: Development of the High Yield Industry
• Chapter 2: High Yield Issuers
• Chapter 3: Buying High Yield Debt
• Chapter 4: High Yield Financial Concepts
• Chapter 5: Debt Structures
• Chapter 6: Credit Agreements and Legal Considerations
• Chapter 7: High Yield Asset Class Performance
• Chapter 8: Assessing the Market Opportunity
• Chapter 9: 1940 Act High Yield Investment Funds
• Chapter 10: Mezzanine Debt, Distressed Debt, and Credit Hedge Funds
• Glossary
• Index
• EULA