What percentage of your funding comes off your Euro-MTN programme? Peter Matza, international treasurer, cash and debt manager, Thames Water: "In the past year it would be something like 80%. About 25% of our trades were public and 75% were private. The amount of funding done off our Euro-MTN programme has grown substantially compared to previous years. Thames Water was taken over by the German company RWE last year and this will probably mean an integration of the capital market activities in favour of the parent company." Martha Oberndorfer, head of treasury, KommunalKredit Austria: "Last year 100% of KommunalKredit Austria's funding - both public deals and private placements - was achieved off our Euro-MTN programme. We expect very much the same for 2001: about 90% to 100%." Matthieu de Bergeyck, group treasurer, Carrefour: "Carrefour has a Euro-MTN programme of euro6 billion ($5.61 billion) and the total group funding is Ffr90 billion ($12.85 billion). At the moment we have almost $3.5 billion outstanding off the Euro-MTN programme, so this is about 25% of our funding. But a lot of this is public placements. Private placements account for euro310 million, which is about 8% or 9%." Klaas Springer, treasurer, Koninklijke Ahold: "Since Ahold signed its Euro-MTN programme, between 50% and 70% of its new debt has been raised off the programme. In terms of our overall debt portfolio, about 20% is made up of MTNs. In the future all our funding done in Europe will normally come off our MTN programme. But it does depend on acquisitions. If we acquire more European businesses we will use the programme extensively. If the acquisitions take place in the US we will use yankee funding." Elisabeth Teyssier, head of financial services, Rhodia: "One third of our funding is raised under our Euro-MTN programme, which we set up last year. Before that we used bank loans and our CP programme." What structures and maturities have you issued in the last 12 months? Oberndorfer: "Most of our maturities were in the three- to 15-year sector. In terms of structures we used CMS floaters, Bermudan callables and multi-tranches. In total we issued 12 trades between euro10 million and euro250 million." Matza: "Our private trades have been standard plain vanilla, one- to two-year FRNs, mainly in the US dollar sector. And in the public market we did a 32-year sterling trade." De Bergeyck: "All our deals have been plain vanilla structures. They are usually fixed-rate and always swapped back to floating rate and the currency swapped back to euro. Last year we issued deals in the one- to five-year sector and we also did one big euro10 billion 10-year deal in May 2000." Teyssier: "We have issued two trades: one five-year euro500 million note and one euro300 million two-year note. Both the deals were plain vanilla. The first was a fixed-rate note and the second was flexible rate." Do you think investors in the Euro-MTN market have become more credit-aware in the last year? Springer: "Yes, they have become wiser because of developments. What we have seen this year is enormous spread volatility. And investors have become very much more aware of that." Oberndorfer: "Definitely yes. Investors are treating credit-risk as a separate asset class. The importance of credit decisions became painfully evident in 2000 when investors lost money due to major downgrades in the utility and telecom sectors." Matza: "The answer to that would have to be yes, but it's difficult to say how significant. In general investors are more aware - they've been at the short end because they're aware of interest rate and credit exposure. Lots of short FRNs were issued and we needed to raise a lot of money and that was one way." Teyssier: "Yes they have become more credit-aware and they've also become more professional. This has made the benchmarking harder to achieve. The rating is very important and this is partly due to the strict rules on issuer rating inside many investment houses." De Bergeyck: "Yes, I think they do take more notice of credit, especially between double-A and single-A issuers. There are several reasons for this. One is the Basle statement that will change things in 2004. The automobile and telecom sectors have issued very large amounts in the past year and I think this has frightened dealers. It has also made them more aware of credit risk. It is bringing about more sector comparison like in the US market, which is more credit-driven by investors. You see it also in the short term, which is more expensive than last year. But we're double-A and so we're less affected. It's more expensive for us to issue 10-year notes than it was two years ago. If we issue the same maturities now, we lose between 15 and 20 basis points." Why do you think you were downgraded? Oberndorfer: "The reason was our shareholder structure. Our major shareholder is Investkredit Bank, which itself is made up of many shareholders most of which were downgraded: Bank Austria, RZB and Erste Bank for example. That's why our major shareholder needed to be downgraded from Aa3 to A1. We fell with them. But the outstanding quality of our assets, our earnings and our profits remain as strong as ever. We were only downgraded because our grandfather was, if you want." Springer: "It was because of our already high leverage combined with a move into the food service business in the States, which is perceived by the rating agencies as more cyclical and risky than pure retailing." Matza: "It was simply a deterioration in perceived credit quality. But after the take-over the agencies have put us on CreditWatch." De Bergeyck: "The reason is very simple. We did a share exchange with the company Promodes. That didn't logically mean that we needed to extend our borrowing needs. But Promodes took options in stakes in minority countries - in Belgium, Italy and Argentina. So due to the share exchange we inherited the debt. Before that we acquired Coutoure Modern for Ffr80 billion. That led to the situation of today. We're confident that the agencies are satisfied that we have the ability to generate cash. We did a lot of asset sales this year to help lower the gearing." How did you react to the rating agencies' decision? Oberndorfer: "We continued our policy of communicating with our bond-holders. We kept them informed about our fundamentals and our performance. We even went on some roadshows to Paris and Zurich. And the internet proved to be very good in letting us get our message across." Teyssier: "We were not surprised - it was a normal decision due to the acquisition that we made last year." Matza: "It pretty much met our expectations - it had an industry-wide impact." Springer: "We already had extensive discussions with the rating agencies before we received their final public statements. We have an intense relationship with them. We are trying to convince them that Ahold's move into the food service business is broadening our strategic scope. On the other hand, we have stated to them that we have not changed our financial policies. We are staying with a 50:50 debt-equity ratio. When we make an acquisition it is not usual for us to immediately launch an equity issue. We usually use debt. They have to give us time, but they prefer us to make an immediate equity issue for every acquisition we make." De Bergeyck: "Again, it's a very open dialogue and we have regular meetings, so we know exactly where we stand." How has the downgrade affected the cost of funding off your Euro-MTN programme? Oberndorfer: "The impact of our downgrading was only marginal because we had already been placed on negative outlook in February 1999. And any potential downgrade was priced in at that point." Matza: "That's always difficult to say precisely, because we don't know what our pricing would have been had we not been downgraded. I would say it has had a modestly negative impact on our credit spreads. But generally speaking, corporate credit spreads widened anyway last year, so there are lots of factors to take into account." Springer: "Of course it has been difficult to see because of the general spread widening that has happened in the market. When we are talking about five-year issues the downgrade cost us 10 to 20 basis points. It's significant, that's for sure. If you look at the US market the downgrade has given rise to a larger increase for our cost of funding. Spread widening was more pronounced in 2000 in the US than in Europe." Teyssier: "We are a newcomer in this market, so there has been no time to be affected by the downgrade from BBB+ to BBB. It is difficult to say precisely what effect the downgrade had on us because of the increase in spreads. It's difficult to know what is due to the downgrade and what is due to spreads increasing. Our spreads have increased, I would say by around 15 basis points. On the other hand we have made a good acquisition, so the balance is positive. We bought the American company Chirex in September 2000." De Bergeyck: "It hasn't." How have you gone about reassuring your investors? Teyssier: "We had a conference call with our bond investors when we published our annual results and we will also be having a roadshow for a potential new issue in the coming months. The date would depend on when we choose to issue our next bond off the Euro-MTN programme and on market conditions. We try to be transparent and give regular information to our investors, for example we send them regular press releases." Springer: "We already had very good investor relations regarding our equity side. But we now spend more time with our bond investors. We try to provide more information to them and spread the gospel of our financial policies. Bond investors require other information to equity investors. We have to tell them that even though we are acquisitive that does not imply we will throw away our credit worthiness for a nice target." Matza: "When we did our public issue we spoke directly to a couple of investors. But investors mainly rely on research done by dealers and underwriters. Our new parent company is very keen on maintaining good relations but this is not yet something it has taken into the market place." De Bergeyck: "We're a big company quoted on the Paris stock exchange. Our market cap is euro45 billion, so a lot of equities and bond investors do research into us. When we launch a credit facility or a big issue, we have some communication and we meet investors on a one-to-one basis." What is your strategy for the next 12 months? Springer: "We will continue to issue in euros and dollars. The rating agencies have given us a stable outlook, so they are not immediately contemplating an upgrade. But Ahold is an acquisitive company, and the moment an acquisition materializes an upgrade would become more likely because our ratios would improve across the board." Teyssier: "There is still room for new bonds off the Euro-MTN programme. We will issue in 2001 and we hope to be in the market once a year. We will probably issue in euro because it's our currency - our debt is in euro and the Euromarket is our domestic market. Eventually we could issue in sterling in longer maturities. But we probably won't go to the US market at all because it's too expensive. We have assets in the US - 23% of our sales are in the US, but for the time being it is much more expensive than the Euromarket." Oberndorfer: "In January we did three relatively short-dated trades. As soon as the upgrade is published, which the rating agencies have indicated could be between March and May 2001, we will tap the market with some longer-dated funding. We would like to raise some 10-year trades. We would expect, after the upgrade, to save around seven basis points in the 10-year sector." Matza: "I can't answer that question because it is subject to the integration process between Thames and RWE." De Bergeyck: "We intend to be opportunistic. We did some asset sales this year. Our debt maturities are not that long. We'll have some benchmark issues towards the end of the year, but we will do some short-end trades too, although that depends on conditions." What do you think is the greatest challenge the market has to face in 2001? Oberndorfer: "I guess it could be that credit will emerge as a new asset class, which will lead to a new approach to benchmarking. And there are a lot of regulatory problems to overcome, especially in the area of credit default swaps. The presentation of these structures within the International Accounting Standards framework will require a lot of work." Teyssier: "The decreasing interest rate. For investors it's more challenging, and it's less interesting for investors in the lower price range, so they have to use more risky structures with arbitrage opportunities. At least it will be good for the structured market." Matza: "Trying to lengthen the issue horizon. It's got to start moving out to a balanced profile. The short end is not that healthy because it has an increased refinancing risk. It will depend on the interest rate environment, but I don't see a huge move yet until the interest rates calm down." De Bergeyck: "Finding the best way to associate investors and issuers and to create a market place common for everybody. Also trying to find a link between short-term and benchmark issues. The problem is creating a platform. Banks are speaking about it, but for now it's in preliminary stages. This is the big thing for the market." Springer: "Bond investors aren't used to dealing with volatility. Managing spread volatility is the name of the game for bond investors. That's the real challenge. From my experience of running a bond portfolio, the market is very different from a few years ago."
September 14, 2001