Unit 4-Origination and Syndication Flashcards
Securities Act of 1933
- All nonexempt interstate issues must be registered
- Issuers must provide full, fair disclosure about itself and the offering
- Issuers must disseminate all information needed for making a reasonable judgement
- Regulates the underwriting and distribution of new issues
- Creates provisions of criminal repercussions for fraud surrounding new issues
NOTE: Remember, munis are exempt from the Act with the exception of the anti-fraud provision
Availability of OS (SEC 15c2-12)
- An underwriter of an issue is making an implied recommendation
- As such, underwriters are required to review a muni issuer’s OS for offerings of $1 million or more before bidding, buying, or selling that issue
- The underwriter must have assurances from the issuer that there is a process in place by which to disseminate event notices to bondholders
- Event notices for bonds with a CUSIP must be submitted to EMMA in a timely manner
- There are very few exceptions
NOTE: While the MSRB cannot force an issuer to write an OS, the issuer will have trouble finding an underwriter for their issue without one-as underwriters need an OS as part of their due diligence mandate by the SEC. The underwriter must then submit the OS to the MSRB Gateway in electronic form
Continuing Disclosure Agreement (CDA)
A subset of 15c2-12 that specifies an issuers have agreed to provide regular information to EMMA, such as the date in which financial disclosures are made
Event Notices (examples)
- Payment Delinquencies
- Ratings change
- Bond Calls
- Withdrawal from debt service funds
NOTE: Issuers with $10 million or less in aggregate debt are exempt from filing event notices
For How Long Must Underwriters Distribute OS?
Upon customer request:
- For 90 days after secondary trading begins OR once info is publicly available on NRMSIR
- In all events, minimum is 25 days from the end of underwriting period
- All requests must be honored within one business day
Exemptions to 15c2-12
Applies to muni bonds in denominations of 100K that:
- Are sold to no more than 35 sophisticated investors
- Mature in 9 months or less, OR
- May be tendered or put at least every 9 months until maturity
Underwriter Considerations for New Issues
- How much did the underwriter rely on information from issuer executives or employees?
- The familiarity between the BD and issuer
- Are there any credit enhancements?
- Is the bid competitive or negotiated?
EMMA
Electronic database for event filings, real time prices, OS for new issues, 529 plan info
Negotiated Offering
The issuer submits a Request for Proposal (RFP), followed by a series of meeting to select an IB for underwriting. The winning underwriter will then help the issue prepare the OS, price, and yield of the issue
Competitive Bidding
- Very common for GOs
- Also known as sealed bid sales or advertised sales
Official Notice of Sale
The method by which an issuer invited bidders for a new issue:
- Date, time, place of sale
- Name and description of issuer
- Type of bond
- Any restrictions on bidding process
- Dated Date and first coupon date
- Maturity structure
- Call provisions (if any)
- Denomination and registration provisions
- A breakdown of expenses to be shared by issuer and underwriter
- Amount of good faith deposits
- Paying agent, trustee, or both
- Name of firm providing legal opinion
- Details of delivery
- Award criteria
NOTE: Usually places by issuer in Bond Buyer
Bond Buyer
Published every business day regarding new and secondary issues
30 Day Visible Supply
The dollar volume amount of new issues expected to hit the market in the next 30 days
Placement Ratio
The percent of bonds sold each week compared to bonds offered
New Issue (bid) Worksheet
Published by Bond Buyer for underwriters to place bids, compare issues, or gather new issue data
Thomson Reuters
A more data driven portal showing yield curves, historical price performance, new issue pricing, and ratings
When is the syndicate created?
When a notice of sale is published in the Bond Buyer and the participating banks wish to make a bid
Considerations for IBs Joining a Syndicate
- Potential demand for new issue
- Amount of potential liability the IB faces
- Potential profit
Agreement of Underwriters
A document detailing each syndicate members responsibilities, level of participation, and manager’s duties and responsibilities
Syndicate Agreement/Letter (competitive) Syndicate Contract (negotiated)
- Level of each member’s participation
- Order allocation priority
- Duration of syndicate account
- Lead account manager
- Total takedown, manager fee, and selling group concessions
- Other obligations (good faith deposits, general expenses, and liability for unsold bonds)
When are fees paid to syndicate manager and discretionary fees need to be disclosed to other members?
Before Date of Sale
Feasibility Study
Used by underwriters (in conjunction with a POS) when debating whether or not to bid on a pending revenue bond
Western Account (divided)
You are only responsible for your allocation
Eastern Accounts (Undivided)
Remainder of unsold bonds are redistributed based on your level of syndicate participation
-Most common
Establishing the Syndicate Bid (Competitive)
-Provides lowest Net Interest Cost to issuer and max profit for the underwriter
When is syndicate bid established?
Typically at a meeting before bid is due:
- Price, yield, and underwriting spread is established
- Not all members have to agree, so long as dissenters agree with majority
Writing the Scale
When determining the syndicate bid, it is the process by which maturities are assigned a yield or price
-Designed to maximize profit for syndicate
Firm Commitment
The syndicate agrees to buy the entire issue for resale. As such, the financial responsibility falls on the syndicate
When are good faith deposits made to the issuer?
At the time the syndicate submits its bid for consideration
Cover Bid
The second place bid in a competitive offering. If the first syndicate is somehow disqualified, the issue goes to the cover bid
Net Interest Cost (NIC)
The combined premium (or discount) at which a bond is issued along with the total coupon it will pay
True Interest Cost (TIC)
The same as NIC but factoring in TVM
Split-Rate Bid
Bonds with more than one interest rate
- Bid is awarded to syndicate with the lowest average interest cost to issuer
- If each bid call for one rate for the whole issue, it goes to the syndicate with the highest bid
Commitment Wire
A communication sent by the syndicate manager informing other members that the bid has been awarded
- Competitive: Date of the award
- Negotiated: Date the contract is signed
What is a syndicate account? When is it created?
The primary account in which all proceeds are deposited and from which all expenses are paid
-Also known as the joint account
Reoffering Bid/Reoffering Yield
The price at which bonds are resold to the public
Spread
Difference between price syndicate pays the issuer and the reoffering price
Syndicate Manager’s Fee
A per bond fee paid to manager for brining the issue to market
Underwriting Fee
Money (from the spread) paid by each member to cover underwriting expenses.
-Any surplus is redistributed proportionately
Total Takedown
The portion of the spread that remains after subtracting manager’s fee and underwriting fee
-It is the price at which a syndicate member buys its portion of bonds from the syndicate (not the issuer)
Selling Concession
The discount a member firm receives if a syndicate manager choses to employ them to offload bonds
Additional Takedown
What is left to the syndicate manager after giving a discount to a selling group member (if one is used)
All or None
All bonds must be sold or offer is cancelled
- Cannot be advertised unless it is actually part of the terms of the offering
- Does not apply to firm commitments as the syndicate has already purchased the issue
At the Market
Occasionally, the syndicate account can be used for secondary market distribution. When this is done, it cannot advertise bonds as at the market unless it believes there exists another market outside of the one the syndicate itself has created.
-Essentially, it cannot imply there is more than one market for the same security
Date of Sale
Date bid is awarded (or contract is signed)
-Also the date the commitment wire is sent
Presale Period
Time before date of sale (before bid is awarded)
Order Period
The time in which the syndicate solicits orders and allocates them regardless of the time in which they were received
-Typically only lasts a few hours
Underwriting Period
- Begins with the earlier of the bid submission to buy the securities from the issuer OR the outright purchase from the issuer
- End at the later of the issuer delivering securities to the syndicate OR the syndicate no longer retains an unsold balance of bonds