Notching

Notching is a rating agency's practice of differentiating credit ratings for different types of debt or obligations within an issuer's capital structure

Author: Elliot Meade
Elliot Meade
Elliot Meade
Private Equity | Investment Banking

Elliot currently works as a Private Equity Associate at Greenridge Investment Partners, a middle market fund based in Austin, TX. He was previously an Analyst in Piper Jaffray's Leveraged Finance group, working across all industry verticals on LBOs, acquisition financings, refinancings, and recapitalizations. Prior to Piper Jaffray, he spent 2 years at Citi in the Leveraged Finance Credit Portfolio group focused on origination and ongoing credit monitoring of outstanding loans and was also a member of the Columbia recruiting committee for the Investment Banking Division for incoming summer and full-time analysts.

Elliot has a Bachelor of Arts in Business Management from Columbia University.

Reviewed By: Christy Grimste
Christy Grimste
Christy Grimste
Real Estate | Investment Property Sales

Christy currently works as a senior associate for EdR Trust, a publicly traded multi-family REIT. Prior to joining EdR Trust, Christy works for CBRE in investment property sales. Before completing her MBA and breaking into finance, Christy founded and education startup in which she actively pursued for seven years and works as an internal auditor for the U.S. Department of State and CIA.

Christy has a Bachelor of Arts from the University of Maryland and a Master of Business Administrations from the University of London.

Last Updated:July 9, 2023

Notching, in the field of finance, refers to the practice of assigning distinct credit ratings to multiple securities or financial instruments issued by the same issuer. This differentiation is based on the perceived risk associated with each security or instrument.

Investors may use these ratings to make educated judgments about investing in various securities, as it increases transparency and clarity for them.

In this procedure, credit rating agencies are of utmost importance. They are responsible for determining the issuer's creditworthiness and evaluating other factors that impact its ability to fulfill its obligations. 

Credit rating organizations like Moody's, Standard & Poor's, and Fitch are well-known for their part in the notching procedure.

It is typically used in situations where a single issuer has multiple securities or debt instruments outstanding. These instruments may have different terms, conditions, and levels of seniority, which can impact their creditworthiness.

It is used to differentiate between the securities and to provide investors with a clear understanding of the relative risk associated with each instrument.

Key Takeaways
  • Notching is commonly used in asset-backed securities, corporate bonds, municipal bonds, bank deposits, and structured finance products.
  • It helps investors better understand the creditworthiness of different debt instruments and make more informed investment decisions.
  • It has limitations and criticisms, including the potential for subjectivity in the process and the lack of consistency across different credit rating agencies.
  • It is important for investors to consider this in their investment analysis and understand the relative credit risk of different debt instruments issued by the same entity.

Understanding Notching

The foundation of this procedure lies in the principle that a security's credit rating should accurately represent the degree of credit risk attached to that asset.

In other words, the security with more risk should be given a lower credit rating if two securities issued by the same issuer have different default risks. The difference in credit rating between the two securities or instruments issued by the same entity is known as the 'notch.'

Several factors can impact this process. 

1. The seniority of the loan instrument

Senior debt products, like senior secured bonds, are often seen as less risky than junior debt instruments, like subordinated debt. Consequently, senior securities may be assigned a higher credit rating and a smaller notch than junior securities.

2. The size and complexity of the issuer

Large and complex issuers may have multiple business lines, geographies, and revenue streams, impacting their overall creditworthiness. In these cases, this process differentiates between different business lines or geographies and provides investors with a clearer understanding of the issuer's overall credit risk.

It can also be utilized when a single issuer has several outstanding debt instruments, but the creditworthiness of each instrument is affected by several variables. For example, an issuer could have outstanding secured and unsecured debt.

Given that it is backed by particular collateral that may be seized in the case of failure, the secured debt may be given a better credit rating than the unsecured debt. It is an important tool used in finance to differentiate between different debt instruments issued by the same issuer. 

By giving various securities varying credit ratings, investors may better understand the relative risk involved with each instrument and decide whether to participate in these assets. 

The Limitations and Criticisms of Notching

While it is a widely used practice in finance for assigning credit ratings to different debt instruments issued by the same entity, it is not without limitations and criticisms. Here are some of the most significant challenges associated with notching:

1. The limited scope of analysis

It solely considers the issuer's creditworthiness and the unique characteristics of each asset, such as seniority and collateralization. 

However, it disregards other elements that can affect an issuer's creditworthiness, such as modifications to the legislation or adjustments to the level of competition. As a result, this limited scope may not provide a comprehensive view of the issuer's total credit risk.

2. Subjectivity

The process relies heavily on the judgment of credit rating agencies and their analysts. While these agencies have established methodologies for determining credit ratings and notches, a significant degree of subjectivity is still involved. 

This can result in inconsistencies in the ratings assigned to different securities, particularly for complex or unique issuers.

3. Limited differentiation

It may not provide sufficient differentiation between different securities issued by the same entity. Even when two securities' credit risks differ significantly from one another in some circumstances, the variation in their credit ratings may be relatively small.

Investors could become perplexed and unable to differentiate between various securities based merely on their credit rating.

4. Lack of transparency

This process can be challenging and opaque for investors unfamiliar with the inner workings of credit rating agencies. In addition, the lack of transparency in the methodology and factors considered can make it difficult for investors to understand and evaluate the assigned ratings and notches fully.

5. Incentives for issuers

It may encourage issuers to arrange their debt to optimize the securities' credit ratings. For example, an issuer may issue secured rather than unsecured debt to receive a higher credit rating and a smaller notch. However, this can create distortions in the market and lead to inefficient capital allocation.

6. Potential conflicts of interest

Credit rating agencies may have conflicts of interest that can impact the process. For example, suppose an issuer is a significant client of a credit rating agency. In that case, that agency may hesitate to assign lower credit ratings or larger notches to the issuer's securities, undermining the rating process's objectivity and independence.

This could include the development of more detailed methodologies for assigning notches, greater disclosure of the factors considered in the process, and more frequent updates to credit ratings and notches.

Examples of how notching is used in different situations

It is a widely used practice in finance for assigning credit ratings to different debt instruments issued by the same entity. Following are some instances of its application in various circumstances:

1. Asset-backed securities

It is commonly used to assign credit ratings to different tranches of an ABS. The senior tranches, which have a higher priority in receiving the cash flows generated by the underlying assets, typically receive higher credit ratings and smaller notches than the junior tranches, which have lower priority in the event of defaults.

2. Corporate bonds

The process also gives multiple corporate bonds issued by the same corporation with varying credit ratings. For example, a company may issue senior unsecured bonds and subordinated debt, such as convertible bonds or preferred stock. 

The senior unsecured bonds would typically receive higher credit ratings and smaller notches than the subordinated debt, which has a lower claim on the company's assets in the event of bankruptcy.

3. Municipal bonds

Different kinds of municipal bonds, including revenue bonds and general obligation bonds, are given credit ratings using this method.

Note

General obligation bonds, backed by the issuer's full faith and credit, typically receive higher credit ratings and smaller notches than revenue bonds, backed by the revenue generated by a specific project or source.

4. Bank deposits

It is also used to assign credit ratings to bank deposits. Bank deposits are often up to a specified value, as in the US, of $ 250,000 guaranteed by the government. 

It is employed to assess a bank's trustworthiness and the extent of government insurance that applies to certain types of deposits. For example, deposits in a bank's savings account may receive higher credit ratings and smaller notches than deposits in a riskier investment account.

5. Structured finance products

Notching assigns credit ratings to different tranches based on the underlying assets' default likelihood in complex structured finance instruments like collateralized debt obligations (CDOs) or mortgage-backed securities (MBS).

This process assigns credit ratings to different securities issued by the same entity based on their relative credit risk in each example. Investors may make wiser investing decisions by better understanding the creditworthiness of various debt products. 

It is useful for giving investors transparency and clarity, especially when the same business issues several securities with varying degrees of credit risk.

The Role of regulatory bodies in Notching 

Regulatory bodies play an important role in overseeing the process used by credit rating agencies. These bodies aim to ensure the process is fair, transparent, and consistent across different credit rating agencies.

1. Securities and Exchange Commission (SEC)

In the United States, the SEC oversees credit rating firms and has the authority to impose rules and regulations pertaining to this process. Credit rating agencies must disclose their methodologies and explain how it is applied to different securities.

Note

The accountability of credit rating organizations is ensured by openness, which also aids investors in understanding the creditworthiness of various instruments.

2. European Securities and Markets Authority (ESMA)

In the European Union, ESMA has the power to regulate credit rating agencies operating and has issued guidelines on the process.

ESMA's guidelines require credit rating agencies to use a consistent approach when applying to notch and ensure their methodologies are transparent and unbiased. This consistency helps to ensure that investors can make informed investment decisions across different financial instruments and issuers.

3. Other Regulatory Bodies

Similar to the SEC and ESMA, regulatory bodies in other countries also oversee the notching process. For instance, in Japan, the Financial Services Agency has set up rules and regulations for the process and governs the credit rating organizations functioning in the nation.

Ensuring that credit rating agencies are held responsible for their choices is one of the key objectives of regulatory authorities in charge of the process. This reduces conflicts of interest and guarantees that credit rating companies give investors accurate and unbiased credit ratings.

Note

Regulatory bodies also have limitations in overseeing the process. For example, they cannot control the judgments made by credit rating agencies, nor can they guarantee that the process will be consistent across different agencies.

Political pressure or lobbying from industry organizations may be exerted on regulatory authorities, which may affect how they oversee the procedure.

Therefore, Regulatory bodies play an important role in overseeing the process used by credit rating agencies. They want to ensure the procedure is just, open, and uniform among credit rating organizations. 

However, investors should consider this process as just one factor among many when evaluating the creditworthiness of different securities.

Notching FAQ

Researched and authored by Naman Jain | LinkedIn

Reviewed and edited by Parul GuptaLinkedIn

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