Securities & Derivatives

We issue for you Stocks, Bonds, MTNs as well as the full range of Derivatives (Forwards, Swaps, and Options) with own ISIN and different Underlyings (Commodities, etc.) as structured Financial Instruments for our Clients, thus securing the necessary finance for their projects and/or other financial needs, subject to project- and market-conditions.

We can also organise the road-shows to sell your financial instruments to institutional buyers, etc.

Issuing Bonds - an example

Bonds are credit instruments used by companies in need of financing. The company in question issues this dept product in order to obtain liquidity from the financial markets. But how does a bond issue take place? What steps must be followed from the moment the company decides to issue a bond until its subsequent placement and sale on the market?

1. Approach to the operation

First, the company talks to the bank and explains its need for financing. The bank analyses the company’s financial situation and determines whether a bond issue is appropriate and if the company meets the essential requirements for the market.

2. Rating analysis and documentation preparation

In order to issue a bond on the market, it is recommended that the company have a rating from a rating agency. If it does not yet have one, the bank examines the company’s credit and, based on its sector, tells the company which rating agencies would be the most appropriate.

Throughout this process, the company is under the auspices of the bank that is advising and assisting it, starting from the preliminary meetings with the agencies - which they attend - to the actual preparation of the presentation to be given to the agencies.

The legal documentation is prepared in parallel in order to ensure that it is ready at the time of the operation. This includes the contracts that establish the conditions for the issuer and the banks participating in the operation. It is a slow, tedious process, but support is provided by outside attorneys.

3.- Presentations to investors, the ‘roadshow’

Presenting the operation to investors is a key point in the process for new issuers. What is known in the industry as a ‘roadshow’ is organised? This involves meetings with investors in the biggest financial hubs in Europe (Paris, London or Frankfurt); a presentation is given, and any questions are addressed. It is also key to find out what the market looks like and how much appetite there is for the company’s risk. If the response is not positive, the operation is postponed. Thus, the purpose of the roadshow is clear: to involve investors and gauge the price range and maturity.

4.- The bond is placed on the market

Once it has been decided that the bond will be issued because sufficient interest exists, the bank and the company look for a window of opportunity and establish a tentative date, which will greatly depend on the market conditions.

When that day arrives, there is an initial call with the team that will carry out the transaction and the company itself first thing in the morning. It’s the “go-no go” call - a key moment in which, based on the market conditions that day, it is confirmed whether to go ahead with the issuing or postpone it if the circumstances have greatly varied.

If no significant changes have taken place in the market that could put the operation at risk, the bank advises the issuer on the price, agree on the premium for the operation and coordinate a strategy. Now is the time when the issuance is announced to the market, and the “book” is opened - a digital archive where the different orders from investors are noted.

After several hours, there is another call to see how the book is doing. At that time, the company can decide whether or not to adjust the price based on the behaviour of the market and investors. If there is a change in price, it is announced to the market. There may be investors who decide not to participate.

Finally, there is a third call to complete the operation with the agreement from those involved, the issuer and banks. At this meeting, the banks compare information and eliminate duplications in orders - in other words; they refine the book.

5.- Allocation process and bond pricing

When the book has been refined and closed, a decision is made to determine how much to give to each investor. This is based on the quality of the investor and the objectives of the issuing. Banks give the issuer a list with this distribution for their approval, and the investors are informed of exactly how much they were allocated.

Then, the price is established by taking the indexes into account. Finally, the sales team informs the market of the coupon and the next day, the bond is listed on the secondary market. Its evolution is then monitored from this point on.

Key roles in bond issuances

There are four key roles in bond issuances:

Active bookrunner: a group of banks designated by the issuer to place the issuance. They are responsible for keeping the investor order book and determining the final assignment to each investor, and for keeping the documentation for the issue, which they usually entrust to an external legal advisor. They also organize calls with investors and accompany the issuer on the roadshow.
Passive bookrunner: while not actively involved in placing the bond, and therefore not having access to managing the books, they are included in a higher level and usually receive the same fees and league table credit.
Co-manager: this is a role that issuers give to entities with which they have some form of cross sell commitment. They do not perform a function as such, and their role is therefore junior. Consequently, they receive much lower fees.
Left-lead or Physical bookrunner: this involves the same functions as the active bookrunner, only for high yield issuances (bonds issued by companies that are not investment grade).

The difference between a Loan and a Bond

Bonds and loans are financing instruments used at one moment or other by companies during the course of their existence. These are two conceptually different credit products that are sometimes confused. It is essential to differentiate between both means of financing and understand their characteristics in order to know their true essence.

Main differences

Who is asked for the money? Companies ask a bank for a bank loan. However, in the case of bonds, the company, also with the help of banking entities as placement agents, issue debt securities in the financial market which are acquired by investors.
Does the payment schedule differ for the two formats? Bonds allow for longer payment periods while loans are usually of a shorter tenure.
Are the two means of funding equally flexible? Loans are tailored according to the company’s interests and can change as the company evolves. They are flexible in terms of repayment ahead of schedule and the renegotiation of their conditions to the benefit of the borrower. This is not the case of bonds whose refinancing conditions are more complex and restricted.