GLOBALCAPITAL INTERNATIONAL LIMITED, a company

incorporated in England and Wales (company number 15236213),

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  • The market turned a corner in 1999 with the launch of the first online trading system for Euro-MTNs. And by the end of this year it is expected that all major banks will have internet dealing capabilities. For traders it could be a case of sink or surf. But banks must watch out that technology doesn't become their worst enemy. If market pressure leads to one central online system dealers may end up causing their own disintermediation. Over the next few years significant changes are set to take place in the way business is done. Online systems will give investors an extra way of communicating with dealers and buying notes. Warburg Dillon Read (WDR) was first off the starting blocks into online trading for Euro-MTNs. It launched its system on October 21 1999. But other firms have been quick to follow in its footsteps, including BNP Paribas Group (BPG), which is rolling out IssueMaster to its clients, Credit Suisse First Boston with PrimeDebt, Merrill Lynch with its Ideal system, and Morgan Stanley Dean Witter (MSDW) with ClientLink. Yet problems could lie ahead. If banks show different pricing levels for the same issuers it will create confusion rather than transparency. And in the event of this the market will demand one common system. Marc Falconer, director, Euro-MTNs, at Salomon Smith Barney (SSB), believes this is a strong possibility. He says: "It would require the co-operation of several market leaders. It would be a fine show of foresight by the market." But Daniel Cogoi, global head of Euro-MTNs, at BPG, is concerned about the implications. He says: "Eventually when all banks have online trading there'll be room for less than 10 main players. But the really interesting part will be whether we move towards having one common online marketplace in the future. This could damage the dealer's own business, let's hope dealers act accordingly." At the end of February 2000, WDR claimed to have generated $1.5 billion-worth of Euro-MTN business from its internet trading system. But while revelling in its early lead, the bank is looking ahead. It knows it cannot afford to sit back and become complacent. Gavin Eddy is executive director and head of Euro-MTNs, at WDR. He left Merrill Lynch in May, last year, to launch WDR's web trading system and head up the desk. He says: "An adventurous bank might look to float their trading platform in a few years as a joint venture with other dealers. With a common platform and live pricing feeds from each of the dealers, execution would simply become a function of the best swaps and derivatives pricing. This would dramatically squeeze out marginal players. In a commoditized market like Euro-CP this could be a reality, but I think the complexity of the Euro-MTN market will make the process slower." While investors and dealers may be keen to increase the efficiency of trading through online systems, most banks admit that many issuers have concerns about the technology for various reasons. Eddy, at WDR, explains that this was worse in the early days. "Being the first bank to move in this arena, WDR had to address issuers' fears and anxieties. However, the majority of borrowers are positive. Most realize this is the way the market is developing. It caused a bit of a storm at the beginning but there aren't many who have reservations about our system now," he says. But Michael John Lytle, vice-president, Euro-MTNs, at MSDW, points out that one particular portion of borrowers will be badly hit. He says: "In general, the issuers' response has been positive. But some issuers are suspicious and nervous, especially arbitrage borrowers. They like inefficient markets because historically that is what provided them with the opportunities." Issuers voice concerns that when pricing levels are fixed up on a screen they will forfeit flexibility and control. If an investor only chooses to look online and not speak with dealers he might fail to realize that some borrowers' levels are negotiable. Falconer, at SSB, explains: "Many borrowers have a different approach to different markets, but this can't necessarily be shown on a screen. For example, if an issuer has not done a yen trade in a while, it might be prepared to be flexible on its funding level to get a deal away in Japan." However, Sean Murphy, director and head of funding, at Citibank Credit Structures (CCS), considers it is the responsibility of issuers to ensure their levels are right. CCS speaks with WDR every day to confirm its pricing levels shown on the system. "We want what's up there to be an accurate reflection of our posting levels, but we are not committed to deal at the screen rates," Murphy says. It's up to issuers to be vigilant, checking levels and keeping them realistic. If issuers take this responsibility there is no risk." Some market participants are critical of online systems for Euro-MTNs because they believe the market should be private. Some sceptics consider information about structured notes and the pricing of private transactions should be confidential. WDR's Eddy, thinks this is an unrealistic and outdated view. He says: "I don't agree that the market is private any more. With the various information systems, databases and media devoted to the market, very few trades are not seen these days. It's very difficult to keep trades a secret now." WDR is surging ahead with the next phase of its system. This includes ChatLite, an interactive page which allows dealers to chat to investors and issuers in real time on the web. This can also be used as a proxy order form for clients. The system is also being updated to include more swaps prices and mark-to-market evaluations, as well as dealers' commentary and trading analysis. Online trading is suited to homogenous, regulated securities. Systems only show levels for fixed and floating vanilla issues. As a result, many dealers consider its value will be lost in the Euro-MTN business because it cannot be used for highly-structured notes. Over three-quarters of the total $201.69 billion-worth of non-syndicated issuance, traded between March 1 1999 and March 1 2000, was plain vanilla, according to MTNWare. This is for trades of less than $250 million and with a term greater than 364 days, excluding self-led deals and issues off financial repackaged facilities. But dealers report that the structured market is growing. And this is often where the most value is found for banks. Falconer, at SSB, is sceptical that accurate pricing for such notes can be done online. He says: I'm sure many types of securities can be traded on the web, but for highly-structured MTNs I question how quickly it can happen. I believe the success of e-trading will be limited to vanilla products." Cogoi, at BPG, disagrees. He thinks structured notes are becoming more regular and could be traded on the web. He says: "Its a matter of volumes. The more you sell and volumes increase then patterns are seen and dealers recognise structures. It's very rare now that any structure is completely new and different. Ideas tend to repeat. Having said that, there are parts of the market that are highly tailor-made." And John Key, head of e-commerce in debt markets, at Merrill Lynch, is optimistic of what can be achieved. He says: "Structured transactions by their nature are tailor-made and a machine will not easily replace the work of the dealer. But that is not to say it can't be done. There are applications that allow investors to put their requirements into set parameters and the system can price the trade." Yet, for more complex trades most dealers agree that investors usually want to talk through ideas to get extra market colour. Lytle, at MSDW, says: "Short-dated vanilla MTNs are suited to this type of technology, but I don't think investors are going to be happy buying structured products on the net. For these notes, they want a dialogue and expect advice from dealers as they are usually taking a specific view on a particular market." Kreditanstalt fur Weideraufbau (KfW), issued $716.5 million-worth of structured notes in 1999, according to MTNWare. Frank Czichowski, head of capital markets, at KfW, says: "If KfW was to post general pricing levels it could be misleading. I don't think it would add transparency. For short-term vanilla trades, showing levels is advantageous and can improve transparency. But since most of KfW's MTNs are structured notes it is difficult to post realistic levels - it is a question of market conditions and risk at a particular time." But the many benefits of online trading are clear. It saves investors and traders time and banks claim it will improve market transparency and get more information to clients. Most banks' websites include a Euro-MTN page with live issuer website links, credit research and structure ideas. But WDR's system does not show secondary levels for issuers. And some sceptics argue therefore, that there is no more transparency created from such a web page than investors get from speaking to a dealer on the phone. Eventually secondary levels could be shown, as they are for vanilla Eurobond issues, but there are no plans yet to do this for Euro-MTNs. On the plus side, Cogoi at BPG, states that web systems radically make trading more efficient because they can cut out wasted time. He says: "Some issuers have commented that they don't like it, but most dealers don't have the time to discuss a difference of one or two basis points. From the bank's point of view it's very expensive to have a trader talking this over and not getting other business done." Yet many borrowers believe their needs are being overlooked as dealers concentrate on getting web systems up and running. Advocators of online trading are defensive and claim it will not replace client relationships. They argue it is a complementary method of communication, giving investors more choice. Key, at Merrill Lynch, says: "Clients want ease of access to banks. The power of the web is the power of information and the speed in which it gets it out there. In certain areas there is resistance from investors and issuers, but ultimately it's going to be part of the everyday way we do business. Within two years people will look back and wonder what all the fuss was about." Banks launching online systems must face hurdles of security and legality. Firms are dedicating a lot of time and money to ensure their systems are secure. Key, at Merrill Lynch, admits the bank sacrificed time in its log-in process to ensure tight security. And Lytle, at MSDW, agrees it is a double-edged sword. He says: "There are a variety of security issues. We have spent a lot of time making our system secure, but greater security tends to make a system more cumbersome and less user-friendly. You have to find a balance." Security concerns will be heightened further with automated trading. WDR claims click-and-trade is already possible on its Euro-CP system, although the increased complexity of MTNs renders it more difficult for this product. Yet dealers all agree that within a few years it will be a reality. And when investors are able to simply click and trade there are many more implications which will be thrown up, as Murphy, at CCS, explains. He says: "For issuers offering a wide variety of products and reliant on swaps, if an investor could simply click and trade there would be financial risk. Borrowers wouldn't know at what level they could swap the deal out. An issuer also needs to avoid the possibility of multiple execution, where he finds that his funding requirement has been filled by more than one dealer. Unless the Euromarkets become sufficiently liquid to support an allocation process, even firm Libor-based offerings will need to be executed over the phone." Market participants know that they've seen the future of the market in online trading. And whether they like it or not progress in this area is inevitable. No doubt within the year online trading will have become second nature. Although many still need reassurance that this technology is the right path for Euro-MTNs. Czichowski, at KfW, has an optimistic but cautious view. He says: "Online trading will provide access to the market for more investors, but the market is a long way off automating structured transactions. These systems are improving the amount of information, but they won't provide liquidity in themselves, you still need dealers to support the technology." Gmac was one of the most active corporate issuers in 1999. It has reservations about some aspects of the technology but sees benefit in the way it can be used to reach more investors. Cynthia Ranzilla, vice-president, at Gmac, says: "Anything that gets information to investors in a more convenient manner is a plus. The long-term value will come if dealers are able to expand their distribution network." Banks are stressing to clients that their online systems will not replace the service of dealers, but act to enhance it and make it more efficient. Eddy, at WDR, claims the technology is about giving customers greater choice. Also, he believes the bank's strategy of being more transparent and offering up extra information will make it a tough contender among the competition. He says: "Investors will be more endeared to dealers who are transparent about pricing; showing levels and giving investors the tools to price simple structures for themselves." Yet Falconer, at SSB, points out that due to the nature of the market the value of internet systems could be limited. He says: "The Euromarket is still maturing compared to the US. It needs to be more homogeneous, and levels need to be closer to those in the secondary market before online trading can really work." That said, Falconer concludes that the market has a tendency to surprise. And where technology is involved perceptions can change very rapidly. He says: "European investors' appetite for credit has grown much quicker than people expected. The market has proved itself adaptable so there is a case to be optimistic."
  • As a 10-year veteran of the Euro-MTN market, Matt Carter has seen the product grow from a fledgling, mid-range security for US car manufacturers, to one of the international capital markets' most popular forms of documentation. He says: "The MTN, as we know it now, is a totally different product to what it was 10 years ago, if indeed it can be regarded as a single product. Initially, in the US, the MTN slotted neatly between commercial paper and intermediate corporate bonds. The Euromarkets took the basic concept and expanded it beyond recognition. "And the credit revolution, which is taking place post-Emu, brings yet another dimension. A year ago a dealer would not have known where to price a triple-B whereas now triple-Bs are starting to behave like frequent issuers." After initial steps in Euro-CP and Euro-MTN origination at Lehman Brothers in 1990, Carter moved on to set up Paribas' MTN business, recruiting the present desk-head, Daniel Cogoi, along the way. He then went to run the desk at Credit Suisse First Boston for four years. In September last year, he was head-hunted by Donaldson Lufkin & Jenrette (DLJ) to kick-start the US Bank's Euro-MTN business, as part of its drive to broaden its portfolio of high-grade products. But even with such a long standing commitment to the product, defining an MTN proves tricky. He says: "In the strict legal sense it is a facility where you can issue all your senior and subordinated debt securities under a common set of terms and conditions in a cost effective and expedient way. From a transactional perspective, an MTN is a dealer-placed tranche to a single or handful of investors, as opposed to a broadly distributed syndicated transaction." But the Euro-MTN tool has withstood big bang in Japan, the move to a single currency in Europe and the credit crisis of Latin America. Its strong point is its flexibility and Carter points out this is what makes it so investor-friendly. So when a corporate treasurer approaches the market with a variety of strict requirements, he says: "That is where the MTN really comes into its element. A dealer can construct a whole portfolio of bonds specifically for a single investor. Above all, they are fun trades to work on as a dealer and illustrate the real versatility of the product."
  • MEPC's head of treasury, Julie Fabris, answers questions on the investor base, growing competition and online trading... Q. How has your borrowing strategy changed as the market has become more credit aware? A. Our borrowing strategy has not really changed. We talk through our dealers and get feedback from them. We still want to issue in the one-to five-year period. Q. How do you reassure investors about your credit? A. It's important to go out and tell dealers and make sure they understand the background to the downgradings. We have had one or two investors who have emailed us directly and we answer them accordingly. The Standard & Poor's downgrading came as a particular surprise. They had concerns about MEPC's cash flow coverage ratios given the active development programme, but it is 75% and we have not changed our financial parameters from last year. We were disappointed they did it now especially when our results had been so well received. Afterall, Moody's remained unchanged. Q. How important is it to be a pan-European household name in selling your story? A. It's a challenge. We've got a lot of investors in Asia, but not many European investors buying into our name. We want to work on that and go out there and build up a European investor base. Q. Is competition increasing among corporate credits in Europe? A. We haven't noticed it. We tend not to get that much market feedback on competition even within the UK sector. Q. What percentage of your investors are non-domestic? And how does this compare to a year ago? A. Between 75% and 80% of current issues outstanding are non-domestic. But almost all of that is in Asia. Japan tends to look for yield and we predominantly issue in the one-year period, which is what they want. Half of these trades are conducted through reverse enquiry dealers. Q. What sort of structures are investors interested in buying from you? A. We are open to structures. We have done a callable but we haven't seen much demand for anything else. Q. How important is it for you to be a frequent borrower, able to build your own yield curve as triple-As can? A. You've got to get your message across and tell dealers about your requirements. They have to be certain of whether you are issuing or not. We've had our programme in place for a year and when we started we told our dealers what our financing requirements were and the levels. Since then we've managed to tighten our levels. We would like to issue in the two- to three-year sector, but at the moment we are happy with one-year paper. Q. How do you feel about the market going online? Are you happy for your levels to be posted on a screen that everyone can access? A. As far as I know our levels are not posted on WDR's website. I wouldn't have a problem with having MEPC's levels up there if I knew about it. Corporates who shroud themselves in mystery are living in the dark ages. Afterall, you can always find out what your peers are posting in the public markets. My only problem with online trading is when swaps are attached. We swap all our trades back into sterling. How would that work? Q. Do you think borrowers' relationships with their dealers will suffer as a result of online trading? A. For us I don't think it will. As a relatively small UK corporate, the issue with us is name recognition. If we are posted up against Diageo, for instance, it would be difficult for dealers to sell our name if they didn't talk to investors. Q. How do you see the market developing in 2000? A. E-commerce will have an impact. It's only just beginning. How it will actually pan out I'm not sure. Education on the credit side for European investors will take longer, especially for less recognised names like us. European investors are interested in all the M&A activity. I think it has set them back about going down the credit curve. There is huge potential, but maybe not this year.
  • Oman The first two rounds of syndication on the $442m gas pipelines project financing for Oman Gas Company have been successfully closed by mandated co-ordinating banks and lead arrangers Arab Banking Corporation (regional bookrunner), BNP Paribas (international bookrunner) and IBJ (documentation, facility agent, intercreditor agent and security trustee).
  • Nationwide Financial Funding has added Merrill Lynch and UBS Warburg to the now seven-strong dealer panel off its $2 billion Euro-MTN programme. Outstandings off the shelf have reached $900 million.
  • Bulgaria The Bulgarian government is talking to banks about a possible buy-back of some of its $5bn of Brady bonds issued in 1994 to restructure an $8.1bn debt with London Club creditors. The goal will be to reduce its $10bn foreign debt burden, under pressure from the IMF and World Bank.
  • Germany Shares in Advanced Photonics Technologies rose 20% on their first day of trading on the Neuer Markt, even after being priced at the top of the range. Shares were sold at Eu20 in the Eu47m HypoVereinsbank-led IPO, from a range of Eu16-Eu20.
  • Geert Vinken has been promoted to global head of debt syndicate at Barclays Capital and will be responsible for Asia and the US in addition to Europe. Vinken joined Barclays in July 1998 and was previously head of European syndicate. Ron Freeman is to retire as vice chair of Schroder Salomon Smith Barney at the end of the month. The bank has no plans to replace him.
  • Norddeutsche Landesbank has increased its debt issuance programme from $10 billion to $20 billion. DKB International and Nomura have been added as dealers.
  • The perception of Nordic borrowers as small fry is outdated. True, issuers in the region have traditionally enjoyed the rich pickings of their domestic banks and investors. But this is changing. Consolidation is accelerating in Scandinavia and many large borrowers have outgrown their domestic market. Investors keen to exploit new potential are eyeing the Nordic credit story and dealers believe they won't be disappointed. Non-syndicated issuance by Danish, Finnish, Icelandic, Norwegian and Swedish issuers combined, was $26.71 billion last year - a $10 billion increase on 1998. Tony Lindlof, deputy-head of debt capital markets, at Handelsbanken Markets (Handelsbanken), predicts issuance by Nordic borrowers will pick up speed as domestic funding becomes increasingly limited. He says: "Many Nordic borrowers are too big for the banks and their lending capacities. And the Swedish domestic MTN market is too small for larger corporates and banks. It used to be cheaper to borrow domestically, but Swedish investors have taken a look at the international markets and seen the spreads. As a result domestic levels have come more in line with them." Dealers expect that the trend for consolidation in the Nordic region will affect the market. Newly merged entity MeritaNordbanken is likely to increase its issuance to fund a possible takeover of Christiania Bank. Justin May, director, global origination at ABN Amro, says: "We're definitely going to see more names out of the region, particularly Sweden. Much issuance by Nordic borrowers will be driven by M&A activity." An increase in corporate signings from the Nordic region is also expected. Klaus Svendsen, vice-president, Euro-MTNs at Morgan Stanley Dean Witter (MSDW), says: "Scandinavian borrowers traditionally have been the major banks and sovereigns, but more corporates are coming on board now." In March 2000 Swedish law will let companies buy back their stocks. Lindlof, at Handelsbanken, says: "Corporates are cash rich so they don't have great appetite to enter the market at the moment. But this could change in March. Issuance may increase from corporates looking to fund buy-backs." Norwegian law stops local authorities from issuing debt internationally. But Kommunalbanken, a state-owned bank, will use its euro2 billion ($1.95 billion) facility, signed last month, to provide funding for these municipalities. Thomas Moeller, finance director at Kommunalbanken, believes it can be hard for new Nordic credits to get recognition and says he sought advice from other borrowers before signing. Yet, he is concerned that with growing competition many Norwegian borrowers will be left out in the cold. He says: "This market is for really good credits and good names. I don't know how many Norwegian borrowers will be able to access the market in 2000. Many don't have a rating and for this market a rating is crucial." All new borrowers strive to stand out in the pack. And for unknown Nordic credits the battle can be even harder. FBA Icelandic Investment Bank (FBA) was a novice in international capital markets when it signed its programme, in 1999. And as many investors don't have lines open for Icelandic names, the issuer had its work cut out. But Sigurdur Nordal, senior funding manager at FBA, is delighted with its success. He says: "We've been totally focused on this market for our funding in 1999. Since only very few of our investors have bought paper from an Icelandic credit before, we placed a high value on reaching new investors. It's also important to work with dealers, to be flexible on structures and quick in responding to ideas." And FBA's activity has had much wider scope. Svendsen, at MSDW, says: "FBA has managed to diversify and, at the right price, access investors in Japan and Europe. Many of these investors have been new not only to FBA, but to Iceland as a region. So FBA has been able to expand the total credit available to Icelandic borrowers." Its strategy will no doubt be an inspiration to others. Nordal says: "Given FBA's success, I would not be surprised if other Icelandic borrowers are following our performance and even considering the market for themselves." Merrill Lynch traded $99.9 million for FBA last year. Mike Bransford, associate, Euro-MTNs at Merrill Lynch, admits more work was required to get results. He says: "For new borrowers we have to play a bit harder on the ground. But there is value out there. FBA was not a well-known name, so it was more difficult for them in the beginning. But with hard work it can be done." More signing activity will heighten competition, but there is a positive side. Per Akerlind, treasurer at Svensk Exportkredit (SEK), the most active Nordic borrower in 1999, believes a surge in issuance from Nordic borrowers will attract the attention of investors throughout Europe. Akerlind says: "Scandinavian corporates have achieved good terms in their borrowing domestically, and to some extent from the international markets, but I think they will concentrate on broadening their investor base now. And, as more issuers sign, investors will increasingly focus on this area. It is interesting to note that four or five years ago, London banks reduced their focus on Scandinavia because it did not generate enough good business. This is definitely changing again."
  • ? Carrefour SA Rating: Aa3/AA-
  • Unlike the budding DLJ, Morgan Stanley Dean Witter (MSDW) has been a formidable player in the Euro-MTN market since the market's early days in the late '80s. Olivier Jalouneix has led the desk for the last five years, finishing top of MTNWeek's issuance league table and euro issuance league table for 1999. And Jalouneix's work, in making MSDW one of the leading MTN houses, was rewarded in March, this year. He has been promoted to head of the bank's financial institutions group in Europe. For Jalouneix, the launch of the single European currency last year led to the most dramatic opportunities in the market to date. He says: "The onset of the euro is the biggest milestone for me. Sure it means there are less arbitrage opportunities in Europe but it has led to the development of a plain vanilla market. This means we can create liquidity from large single transactions sold directly to a pan-European investor base." He joined MSDW's corporate finance department in 1989 before moving into capital products and subordinated debt. In 1994 the bank centralized its MTN activity into one desk which, by the following year, Jalouneix headed-up. He's one of the few MTN dealers to have stayed with the same bank for over 10 years. Maybe he'll reap rewards for his loyalty as the number of banks active in the market is reduced either by consolidation or by the fact that, to survive in today's market, each bank has to be a global player. Jalouneix says: "We're already seeing a concentration of the Euro-MTN business with a small number of dealers. There are still some niche markets but we will see less and less of them. In the medium term there will be a core number of global players able to satisfy all pockets of demand." But satisfying demand in today's marketplace means being able to compete for business over the internet in real-time trading and settlement. Although Warburg Dillon Read was the first bank to move into online Euro-MTNs, last year, most other banks are now in the process of setting up systems if not already using them for vanilla transactions. Jalouneix supports the move to an electronic marketplace but sees it more as an aid to the present market set-up rather than the creation of a totally new market. He says: "Online trading is a great facilitator to business. It will make it faster and more responsive. But it won't revolutionize the market. You will still need people-to-people contact. What it will do is help us to focus on more value-added trades by taking care of standardized transactions automatically."