Nov 10, 2023

Why would a company voluntarily issue BB bonds instead of investment grade?

I heard on an investment podcast recently that more and more companies with good quality cash flows are now voluntarily issuing BB bonds instead of investment grade bonds, even though they are creditworthy enough to do so. Why would a company voluntarily do this? Wouldn't their coupon payments be higher for BB bonds?

 

More freedom issuing BB to peruse debt fuelled M&A, take leverage ratios higher and leverage your returns. If you start at BBB it doesn’t give you much headroom to raise debt, and a downgrade is not a good look for equity or bondholders.

 

nutmegger189:

Genuine question: How would a company *choose* how their bonds get rated? Is this even possible? Is it a case of taking the issuer rating + adding dumb covenants to weaken the bond rating so that it notches lower?


Could be a function of corporate structure as well. An OpCo senior secured debt backed by cash flow and assets is not rated the same as the HoldCo debt. The debt securities themselves can be rated differently based on seniority, time until maturity and like you mentioned, covenants etc. They aren’t necessarily choosing the rating, but can maneuver the debt to get the rating they desire from a CRA. The CRA can rate the corporate family, each part of the capital structure, and all the members within the corporate structure. The headline rating you see is typically the corporate family rating.

 

Look at Charter at the back of its quarterly earnings slide deck for a good example. They have IG debt down closer to the opco and high yield at the top

 
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I'm not sure this makes much sense - would need to hear what was said specifically to understand the context. As others have said you don't choose your credit rating; however, you do choose your capital structure. Companies therefore can be choosing is to have more of a BB capital structure than a BBB. By this I primarily mean more leverage. Someone mentioned covenants and rank, but IG bonds typically have way looser docs than HY and are unsecured. This is to leave the assets unencumbered so in times of distress, the company is able to lever up their assets (example during covid, cruise industry). As to the reason why, I'd guess its just because the sponsors/board have decided they can get better returns on equity with a higher leveraged business. Within reason, IG really only matters in industries where there isn't all that much differential / competition is so fierce that cost of capital becomes a primary competitive driver (example aircraft leasing businesses). 

 

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