It is often presumed that US houses dominate the Euro-MTN market. But with UBS topping MTNWeek's league table, and CSFB enjoying a bumper year this is far from the truth. MTNWeek has invited UBS's head of Euro-MTNs, Gavin Eddy, and CSFB's head of Euro-MTNs, Simon Hill, to debate the big issue of 2000: Is the structured market dead? To: simon.hill@csfb.com From: gavin.eddy@ubsw.com Dear Simon I think you'll agree whilst the structured EMTN market is not dead it is certainly suffering severe paralysis. And I don't think it's temporary. The percentage of structured business in the EMTN market has fallen from a peak of 44.13% in 1997 to 28.17% of total volumes in 1999 and a feeble 21.87% in 1H2000. The appeal of structured business clearly moves in tandem with the macro economic environment. And rising interest rates in the major currencies coupled with erratic equity markets accounts for some of the fall-off. But there seems to be an indisputable underlying trend: The EMTN market is in transition from being a structured market to being predominantly a generic credit market. There are plenty of potential reasons for this demise. One major factor has been the impact of EMU on previously fragmented national markets in eliminating arbitrage and therefore structuring opportunities. So too has the greater focus generally on credit risk rather than market risk as a strategy for yield enhancement. There are also growing numbers of corporates who are either not interested in, or are not considered suitable for structures (investors usually don't want to combine market risk with credit or event risk). For institutional investors the benefits of a bespoke EMTN may often be outweighed by its limitations. Liquidity for non buy-and-hold investors can be very limited and the bid/offer on the issuer credit spread can be prohibitive if you need to resort to the asset-swap market. Regulatory changes too, facilitating the use of over-the-counter (OTC) derivatives by investors, mean that structures can be more efficiently achieved OTC rather than embedded within EMTNs. Certainly there will always be a structured EMTN market. But gone are the days when issuers could name their price for issuing structures on the basis that flexibility and responsiveness are rare commodities. Increased transparency will also mean that the business that remains may become increasingly commoditized. To: gavin.eddy@ubsw.com From: simon.hill@csfb.com Gavin, thanks for the e-mail. No figures for structures as a percentage of EMTN flows are reliable, because so many structures are either mis-classified as fixed rate or are unknown. What is clear is that interest-rate structured note flows in Europe have dropped off dramatically, equity linked flows in Europe seem to have held up but are small in size, while thousands of structured notes are sold into Japan each year. The structured market is not dead. It is also clear that the proportion of flows where the investor takes credit risk are rising rapidly as more and more companies tap the market. Total flows for new issues, rated below Aa3 or AA-, in first half 1998-2000 were $82 billion, $123 billion and $184 billion respectively. Triple-A flows grew more slowly. These sub AA flows are almost entirely vanilla and are, of course, a core part of the EMTN market. You may be right in saying structured trade flows now form a smaller part of total flows than a year or two ago. So? The new lesser-rated issuers are adding to the EMTN market total and not subtracting from the structured market. There are still thousands of structured trades for the market to do - there's no need to shut down the MTN desk and and get a job on syndicate just yet! From an issuer's perspective, structured MTNs provide a lot more than just funding. They provide arbitrage funding, typically five to 10 bps tighter than the public market. The value added to issuers must be enormous. Let's estimate the size: assuming in 2000, X billion of structures with an average term (adjusted for calls) of Y years, and an average saving of seven basis points, that gives Z $billion of issuer side savings this year. Structures matter to issuers, some more than others admittedly, but they matter. To: simon.hill@csfb.com From: gavin.eddy@ubsw.com Dear Simon I agree that accurate data for the private placement market is hard to come by. However, I think it is fair to assume that year on year the percentage of trades not captured or incorrectly classified is fairly constant. In fact you might argue that the accuracy should have improved as the market has become more transparent. The trend suggested by the data is undeniable. Whilst not wishing to sound like a turkey waiting for Christmas, and no one would dispute that EMTN desks still derive a significant proportion of their volumes and revenues from structured trades, I think we should be looking to the future of the market not the past. Regulatory impediments to structured business are only likely to get more onerous not less. Witness the impact of FASB 133 on the US issuer's appetite for issuing structured notes. Signals that International Accounting Standards may adopt the same accounting principles will presumably have the same effect. Japan too has seen a significant reduction in institutional structured business since the introduction of new mark-to-market rules. Certainly one of the most robust areas of demand for structured products has been, and will continue to be, retail. However this business is not very diversified, dominated as it is by the equity reverse convertible market. As such it could arguably perish as equity market sentiment changes. Moreover, retail business is heavily concentrated within a small number of issuers. In Japan these are primarily the quasi-sovereigns and supranationals, and in Europe they're the investment banks themselves and bank issuers with their own retail networks such as BGL and Credit Lyonnais. Even assuming this area of business holds up, it still doesn't bode well for the numerous other opportunistic borrowers who are reliant on structures for funding. I don't dispute that structured business matters enormously to issuers. What I say is get it while you can because it may not be there forever. To: gavin.eddy@ubsw.com From: simon.hill@csfb.com Gavin You are right to say that institutional investors who wish to trade in and out of structures are best advised to buy either short dated notes or trade OTC when the primary-secondary structured MTN bid-offer spread can easily hit 25 basis points. I hope though that better market efficiency, such as more non-bank participation in the asset-swap market and inserting asset-swap style puts into the borrower's swap contract, will reduce this in time. However there are still some buy and hold institutions out there, and not all are able to separate investment into vanilla cash bonds and structured OTC products, because the risk of loss is greater than the principal invested. It's also easier to buy MTNs, and some regulators prefer an MTN to the cash/OTC combination because it is more transparent. Structures are exciting products for retail. They do useful things, such as giving stock market participation while protecting capital. So demand will continue though it'll have its ups and downs of course. Your argument that retail structured note issuance will be dominated by a few issuers is supported by current flows. But I don't believe it will win out in the long run as it implies that retail will be forced into buying expensive issuers rather than the funding being channelled to those borrowers that need the money. Then again, if a turkey can vote for Christmas. . . The opportunity costs of FASB 133 are heavy for US issuers. US issuers find cross-currency swaps difficult never mind structures. Some US corps financing local currency needs in the local bond market (especially yen and sterling) have lost millions versus the swapped-out cost of the US domestic market. If FASB was adopted internationally it would kill off the structured note market except for a handful of specialist issuers able to handle the accounting complexities and risk of P and L volatility. Scary thought. To: simon.hill@csfb.com From: gavin.eddy@ubsw.com Dear Simon So, does the structured EMTN market have a future? At its historical levels of activity I'd argue no. Volumes of institutional structured business will continue to fall, offset in part by retail business where the ability to package products is more important. The winners in the long term will be the credit borrowers and the bank issuers with their own retail networks. The losers will be the highly opportunistic issuers who will either have to cheapen up their levels or find themselves priced out of the market. However, I'm sure you'll agree that one of the enduring features of the EMTN market is its ability to adapt to change. Perhaps the current redefinition of the market is a little more fundamental than previous ones, but it is nevertheless something to be embraced. Rip up your CV, there's life in the EMTN market yet. To: gavin.eddy@ubsw.com From: simon.hill@csfb.com Unless the market manages to do something about the liquidity of structured notes, many institutions will continue to prefer to buy OTC structures rather than notes. For retail in short dates, it will be more convenient for the bigger distributors to self-issue, though the less consolidated the network, (eg Japan) the more attractive independent issuer MTN brand names become. In longer dates the spread effect of credit is powerful. So issuers like the GICs and the single-A corporates should increase in popularity, parallelling the growth of credit in the public markets. But, if FASB 133 style measures were implemented widely, the market would revert to a select number of specialized opportunistic issuers with the systems and the will to cope with the accounting difficulties.
October 06, 2000