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Primer - High. Yield. Bond. com. Primer. Copyright . It is a major component – along with leveraged loans – of the leveraged finance market. For a brief explainer on how? Paddy’s got a great video on how leveraged finance works. You know, as in those billion- dollar LBOs you hear about (they often involve junk bonds). Copyright . The vast majority of loans are unambiguously private financing arrangements between issuers and lenders. Even for issuers with public equity or debt, and which file with the SEC, the credit agreement becomes public only when it is filed – months after closing, usually – as an exhibit to an annual report (1. K), a quarterly report (1. Q), a current report (8- K), or some other document (proxy statement, securities registration, etc.). Beyond the credit agreement there is a raft of ongoing correspondence between issuers and lenders that is made under confidentiality agreements, including quarterly or monthly financial disclosures, covenant compliance information, amendment and waiver requests, and financial projections, as well as plans for acquisitions or dispositions. Much of this information may be material to the financial health of the issuer, and may be out of the public domain until the issuer formally issues a press release, or files an 8- K or some other document with the SEC. Copyright . These terms helped give the asset class some negative connotation in its more formative years. The asset class has matured into a large, liquid marketplace, however, which now attracts a broad swath of investors and multitudes of issuers. Copyright . Treasury market ($1. Activity tailed off during the end of the quarter, however, as the June 2. U. K. Brexit vote approached, spurring further uncertainty in the market. Copyright . At this time, the market was composed primarily of companies that had been downgraded for various reasons from investment- grade, becoming . Probably the most famous example is the $3. LBO of RJR Nabisco by private equity sponsor Kohlberg Kravis & Roberts in 1. Barbarians at the Gate). The financing backing the deal included five high- yield issues that raised $4 billion. While certainly there have been huge deals in market since that transaction, it. High- yield bonds still are used to finance merger and acquisition activity, including LBOs (you’ll note that most of the deals in the table above backing leveraged buyouts), and often back dividend payouts to private equity sponsors, and the market still supports funding capital- intensive projects, such as telecommunications build- out, casino development and energy exploration projects. These days, though, the market also is a good deal of its own refinancing mechanism, with proceeds often paying off older bonds, bank loans and other debt. The high- yield market matured through increasing new bond issuance, which reached a peak of $2. Ford Motor Company and General Motors in 2. Indeed, with the automakers. Just ten years earlier, the asset class was a humble $2. SIFMA. And with the ongoing new issuance weighed against maturing bonds and other bond take- outs, the market has held around approximately $1 trillion, according to Bank of America Merrill Lynch. Steady growth of the high- yield bond market saw only a few notable speed bumps. There was the savings & loan scandal in the 1. Issuance that year was just $6. LCD. Copyright . There are industrial manufacturers, media firms, energy explorers, homebuilders and even finance companies, to name a few. The one thing in common . These companies might find liquidity in the high- yield market and improve their balance sheets over time, for an eventual upgrade. Some fallen angels often hover around the high- grade/high- yield border, and frequently carry investment grade ratings by one agency and non- investment grade by another. These often are referred to as . Other issuers might never improve, and head further down the scale, toward deep distressed and potentially default and/or file for bankruptcy. There were 2. 6 fallen angels globally in 2. June 8). Leading the pack: Financial institutions, mining/commodities companies, and oil & gas concerns. Of the 2. 6 fallen angels, half are from the U. S. They do not have an operational history or balance sheet strong enough to achieve investment grade ratings. Investors weigh heavily on the business plan and pro forma financial prospects to evaluate prospects with these scenarios. Telecommunications network builds and casino construction projects are examples. Copyright . Publisher of the National Enquirer American Media and auto- parts company Visteon are recent examples. Both were well received in market during the first half of 2. Copyright . This part of the market saw explosive growth in 2. Indeed, LBO- related high- yield issuance peaked at $5. It returned in 2. Lehman heights. Copyright . Other investors in high- yield include hedge funds, individuals and arrangers of instruments that pool debt securities. Some common investor groups: Copyright . These accounts cover insurance and annuity products. Copyright . These institutional investors might be managing traditional, long- only high- yield funds or portfolios that invest only in high- yield securities, but via both long- and short- positions. As well, there are corporate bond funds that invest in both high- yield and high- grade bonds, and general fixed income funds that hold positions across corporate, government and municipal securities segments. Copyright . They seek greater return on the retirement money entrusted to them than what. Pension funds are trustees for the retirement money and act under prudent investment rules, which vary state to state. Copyright . These packaged debt instruments invest in a pool of securities for a lower risk of default. Thus, the pool of bonds, or basket of securities, receives higher credit ratings. There are bond- only instruments known as CBOs, loan- only instruments known as CLOs and packages of both, which are generically described as CDOs. This segment of the investor base grew rapidly in the first half of the 2. As of 2. 01. 2, it is unclear how much of the high- yield market is held in CDOs. Copyright . Hedge funds had a growing presence in the high- yield market over the 2. Copyright . Broker- dealers often traffic in the . For example, a trader could indicate buying interest at issue price plus, or minus, valuation, such as a market quote . Broker- dealers now report all trades of corporate bonds, including all registered high- yield issues, mostly within five minutes of execution, although the mandatory deadline stated is 1. FINRA was formed by a consolidation of the enforcement arm of the New York Stock Exchange, NYSE Regulation, and the National Association of Securities Dealers (NASD). The merger was approved by the United States Securities and Exchange Commission (SEC) on July 2. It is a private corporation that acts as a self- regulatory organization (SRO). Though sometimes mistaken for a government agency, it is a non- governmental organization that performs financial regulation of member brokerage firms and exchange markets, according to Wikipedia citations. The high- yield trading published by TRACE has its roots in a NASD system, the Fixed Income Pricing System, which provided hourly dissemination of prices and trading volumes of 5. Investors generally say they want to trade the paper only at the levels where the most recent executions took place. Regulators have long since said increased investor knowledge through a tool such as TRACE can only be a positive, arguing that retail investors should have as much information as institutional investors. As then SEC- chairman Arthur Levitt once famously delivered in New York in 1. And that’s unacceptable. Guesswork can never be a substitute for readily available price data. The banks will outline their syndication strategy and qualifications, as well as their view as to where the offering will price. The offering memorandum (prospectus or red herring) is drawn up by the bankers ahead of, or amid, an issuer mandate. The document typically will include an executive summary, investment considerations, an industry overview and a financial model. The actual bond terms have not been finalized, but often pro forma coupon rates are described to help financial modeling. The syndicate desk likely will try to obtain feedback from potential investors regarding appetite for the deal. Once this intelligence has been gathered the agent will market the deal to potential investors. Because most bond offerings are sold privately under Rule 1. A, this will be a confidential offering made only to qualified banks and accredited investors. Publicly available deals will file their prospectus with the SEC via form 4. B2. Here’s two high- profile Red Herrings. The prospectus will contain an executive summary that includes a description of the issuer, an overview of the transaction and rationale, sources and uses, and key financials. Risk factors will be detailed, though often they are boilerplate, including such lines as . In addition to the amounts each syndicate desk intends to offer accounts, fees received by underwriters from the issuer might be detailed, ranging anywhere from 1% per $1,0. The industry overview will be a description of the company. 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