As the storm clouds thicken in Europe's
telecommunications sector and rating agencies threaten rain, coupon
step-ups are increasingly used by companies aware of the necessity
of providing investors with an umbrella. However not everyone trusts
them.
France Telecom's $16 billion corporate bond issue
in March 2001 yielded a $28 billion take-up. Investors, enticed by
substantial downside protection and very generous yields compared
with the rest of the telecoms bond market, appeared confident they
were sheltering safely.
Francois Loizillon, manager of the consultants
programme at France Telecom, explained, "The bond issue is a fair
offer; if the situation does get worse, shareholders will be
protected by very high interest rates."
Much of Loizillon's buoyancy stems from faith in
the company's operations. He said, "I don't think there will be a
huge effect on the bond market if France Telecom is downgraded by
rating agencies. Anyway it's not that likely; we are more successful
than many other telecoms."
If shareholder confidence can approximate that of
France Telecom then, says James Duberley, portfolio manager for the
Frank Russell Company, coupon step-ups are an attractive
proposition. "The crux is whether the investor has confidence in the
company's ability to pay ultimately," says Duberley. "There is a
danger surrounding longterm deterioration but lots of European
companies are a long way from that. The biggest telcos are
maintaining a reasonable credit quality despite downward
momentum."
Eva Ho, telecoms credit analyst with JP Morgan
Fleming Asset Management, is wary however. "For an investor without
protection the coupon step-up isn't commensurate with the risk. It's
better than nothing but it wouldn't fully compensate if the
downgrade was significant," she says.
Investors should also ensure their coupon step-ups
are triggered per single agency downgrade, warns Ho, as rating
agencies may not reduce their ratings at the same speed. She cites
Deutsche Telekom's June 2000 bond issue, saying, "The step-up was
only valid if both rating agencies downgraded the company credit
below the single A area."
The alternatives to coupon step-ups are few. Some
companies offer covenants to investors which restrict corporate
decision-making but, given the tight rein financially of most
telcos, both the company and its investors would be in a quandry if
the covenant is broken. BT's recent 'put' option promised investors
reimbursement if a ratings freefall was triggered by company
restructuring. Analysts calculated that if BT's ratings fell to the
triple-B category, its interest bill would swell by around £150-200m
per year.
BT has in some respects broken the mould by
announcing recently it would rather preserve shareholder value and
sacrifice its credit rating than sell its assets below their true
value. Ho approves of this approach, asserting that the integrity of
a company's operational plan increases its value in the market.
CEOs, she feels, should not be guided by the rating level - the
operational plan should be a personal decision so the company
operates on a level with which it is comfortable. "There are plenty
of triple B-rated telecoms operating in the States and doing fine,"
says Ho.
Some critics suggest restricting the use of coupon
step-ups so they only compensate investors when their chosen telco's
rating has fallen below the levels of its counterparts. They argue
that an investor opting for a high risk sector should claim
responsibility for doing so. Not everyone agrees. "Investment is
company-specific," one analyst objected, "company bonds cannot be
tied to the industry as a whole." Eva Ho at JP Morgan is also
adamant, claiming that companies cannot be viewed as equals. BT
shouldn't have the same rating as either France Telecom or Deutsche
Telekom, she believes.