The last 18 months have seen non-financial companies embracing Europe's market for hybrid securities. Already a popular option with banks and insurers, a total of 15 non-financial companies also used the market to raise the equivalent of around $18 billion. The pace of issuance was only briefly slowed by market turmoil in May and June, and issuers as diverse as sports-car maker Porsche and family owned mail-order retailer Otto rubbed shoulders with the likes of Italian lottery operator Lottomatica and French construction giant Vinci. General Electric Co. even joined the party in September, issuing an innovative security with one tranche denominated in euros and one in British sterling.
By contrast, only eight non-financials have tapped the U.S. hybrid market for a total of roughly $4 billion over the same period, and all but two of them have been from the utility sector. This year should be a different story, say bankers, with issuance expected to increase and a wider range of companies looking at this new financing option, which is part bond, part equity.
One New York-based banker says that his team is working on two deals that are set to come to market in the first quarter of 2007, one of which is for a company in the consumer products space. At JPMorgan Chase, Sarah Chessin, the New York-based co-head of hybrid issuance, also expects hybrids to establish themselves as a viable option for more companies in the coming year: "There's a lot of dialogue going on throughout the corporate spectrum. Companies are beginning to get their arms around this product. They're getting more comfortable and are just looking out for the right application."
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On both sides of the Atlantic, the right application has tended to be acquisition finance. John Curran, head of liability structuring with Deutsche Bank in New York, calls this the "ideal scenario" for hybrids: "You don't dilute the stakes of existing shareholders by issuing fresh common stock, but you also avoid putting strain on your credit rating by issuing a big chunk of debt."
Hybrids are able to achieve this balancing act because rating agencies award a certain amount of "equity credit" for each issue, meaning that part of the capital raised by the issue–typically 50% or 75%–is treated as equity. To pull this off, the capital has to incorporate a range of equity-like features such as subordination, deferred coupons and ultra-long maturities. In other words, the issuer has to make its debt more equity-like. The investor, meanwhile, gets a higher yield, but gives up first place in the queue if the issuer defaults. The end result is that the issuer is able to borrow money without making the kind of commitments involved in a normal bond–and the rating agencies smile on this.
A company could achieve the same thing by issuing both stock and debt, but hybrids do the job more cheaply, says Adriaan Van der Knaap, managing director in the financial institutions group (FIG) at UBS in New York and co-head of the FIG's debt capital markets and FIG solutions teams. He gives the example of a company which needs to raise $1 billion to finance an acquisition using 50% equity and 50% debt. Its cost of capital is 15% for the equity and 5% for the debt, giving it a 10% compound cost of financing. "A $1 billion hybrid with equity credit of 50% would achieve exactly the same, while costing as little as 7%, even before taking into account the tax-deductibility of the coupon–so you can see the benefit," he says.
Of course, that makes hybrids sound incredibly simple. Yet, the evolution of this market has been anything but straightforward. The most recent watershed event took place last September, when the National Association of Insurance Commissioners (NAIC) reversed an earlier decision that had classified hybrids as equities, meaning that insurers would need to hold more capital against those investments. With insurers typically reckoned to make up around 25% of the buyers for hybrid securities, the NAIC's stance seemed to remove a huge chunk of demand and liquidity from the market. "The NAIC stance was a focus of the market in 2006," says Chase's Chessin. "We saw a pause in hybrid issuance, coupled with spread widening and increased cautiousness. But since the new resolution was adopted in September, we've seen new issue volume pick up, spreads tighten significantly and structural premiums decline." Chase's in-house hybrids index, which tracks spreads on a basket of hybrid issues, has tightened by around 65 basis points since July, she says.
This background of uncertainty had helped keep investors on the sidelines, bankers say, limiting the amount of money that issuers were able to raise. In the U.S., the biggest single issue has been Southern Union Co.'s $600 million bond in October. Europe, by contrast, has seen several corporate issues in excess of $1 billion, with one issue by Siemens in September topping $2 billion.
With rating agency methodologies maturing and insurers back in the market, bankers believe that the U.S. market is also ready for takeoff: "As the year has progressed, the people who buy senior debt have increasingly been buying hybrids because they believe [they're] going to be more of a component in the supply of new issues," says Deutsche's Curran. "So when more traditional corporates come to market, I think they will be very well-received."
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