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债务不仅仅是债务

Before going into hybrid securities, investors owe it to themselves to investigate more than what may be apparent on the surface.

什么是债务?这很容易。这是欠另一个人或实体的金额。那么,那么,什么是股权?

Equity is more difficult to define than debt, but for the sake of simplicity, let’s lean on one ofInvestopedia’s six definitions: “A stock or any other security representing an ownership interest. This may be in a private company ... in which case, it is called private equity.”

一个是现金的索赔,一个是有权索赔。很公平。那么,这是一个未定的六年非公共空中的无可助性保证固定利率重置安全性?一个方面是,这种安全的持有者没有所有权的主张。此外,由于呼叫功能,这种安全性的上行程序受到限制。这意味着它是债务。

What if the issuer of this particular security were allowed to defer the debt service costs, say, to not make the coupon payments and allow them to accumulate? In addition, although there is a call feature, the issuer of just such a security — in this case,Spain’s Telefónica— has no obligation to pay the lenders back. Ever. That feels like equity. These Telefónica perpetual bonds — and other securities like them — are hybrids. Are they deeply subordinated debt or senior equity? Or are they both? These are examples of the existential questions facing the International Financial Reporting Standards at the moment. As investors, we must take a view on these kinds of securities every day, especially now that the valuation gap between hybrids and their reference senior bonds has rarely been greater.

According to its reading of the International Financial Reporting Standards, Telefónica includes nearly €5 billion ($5.57 billion) of perpetual securities as equity on its balance sheet for reporting purposes. The interest expense flows through the consolidated statements of changes in equity as retained earnings. On the cash flow statement — the most important statement to debt investors — Telefónica does not run the cash payments through the cash generated by the operations segment, but rather in the financing section, where the cash flow statement picks up dividend payments. Because Telefónica accounts for its nearly €5 billion in perpetual bonds as equity, those securities are excluded from the debt component of the all-important financial leverage ratio, net debt-to-EBITDA, which deflates that number. Meanwhile, rating agencies do not classify these equitylike debt securities as pure debt.

At Hermes, for analytical purposes we treat all corporate hybrids as debt and the debt service payments as cash interest expenses. Our rationale is that the market expects that issuing companies will service the obligations as if they were debt, and refinance the bonds at the first call to avoid punitive step-ups in interest costs. The bigger challenge for us is to determine if we are being compensated appropriately for the typical subordination of hybrids and the features that give them the qualities of an equity. To do that, we use a company’s senior securities as a foundation to build up premiums for the subordination and features. Then we compare those with what we see in similar securities. Needless to say, we want to avoid being simply paid like a lender when taking equity risk.

Fortunately, in the case of Telefónica, this is all relatively easy to track, thanks to Telefónica’s detailed financial disclosure. Nonetheless, as analysts and investors, we cannot take the company’s treatment of hybrids at face value and are compelled to ask questions of the company and make appropriate adjustments before we can price these instruments.

Hybrids are obviously important financial tools to companies, because they are used to raise capital that navigates the narrow straits between equity dilution and credit-rating degradation. Their popularity is evidenced by the surge in issuance over the past ten years: There are some €110 billion of hybrids outstanding. When one puts that number in the context of Bank of America Merrill Lynch’s European currency nonfinancial high-yield constrained index of €250 billion in market capitalization, or even the total €1.16 trillion market capitalization of the Bank of America Merrill Lynch euro nonfinancial index, these securities’ importance is clear.

虽然这种非标准资本来源的标准化增加了,但是一个人不能对杂交种进行同质观点。像“我不喜欢混合动力”的毯子陈述或“我只喜欢投资级的混合动力”都不解决每次发行的特质。Credit investors must take a careful and considered view on these securities, both in terms of making an accurate assessment of a company’s capital structure and in terms of ensuring that one is paid appropriately for the risks being taken on — because failing to do so puts performance at risk.

米奇雷兹尼克is co-head of credit at爱马仕投资管理in London and a member of the capital markets advisory committee of theIFRS Foundation.

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