Corporate Australia on the record
The sixth annual corporate borrowers roundtable discussion hosted by BNP Paribas and KangaNews took place in December 2017, at the end of an interesting year for bond issuance by corporate Australia. Key corporate players discuss quantitative tapering (QT), regulation and what 2018 might bring.
MARKET CONDITIONS
Craig Are offshore capital markets continuing to absorb political upheaval with little negative impact or are there any places where cracks are starting to show?
European corporate issuance volume has been robust with €300 billion (US$357.2 billion) raised in 2017 to date. Australian issuance has been underrepresented with only Brambles, Goodman Group and Transurban bringing transactions to market. The lack of Australian supply is partly because of the strength of other offshore markets and also because the US-euro cross-currency basis swap has been challenging.
I am not seeing too many cracks and, as I look forward to next year, there isn’t anything specific keeping me awake at night.
Craig What is the general mood around QE and QT?
But investors are very sanguine, at least in Europe. They are relaxed about the impact of tapering. The European Central Bank (ECB) plans to reduce buying to €30 billion from €60 billion. But we think purchases will probably remain broadly the same, give or take, for corporate paper – with more of a focus on tapering government and covered-bond purchases.
We will see fully how buying patterns change when the ECB starts tapering in January 2018. Arguably the environment will be supportive of corporate spreads although it’s far less clear what the impact on yields will be. European economic growth has surprised on the upside and this may put pressure on yields. But it feels like everyone expects any kind of rise in yields, irrespective of what happens with spreads, to be orderly. This is key – if developments are orderly investors will stay engaged.
At such low yields and spreads, I am somewhat surprised that investors are still buying so confidently. But they tell us they have no choice because it is just too painful to be short the market. If they are accruing cash in euros they are losing 50-70 basis points, so it makes sense for them to buy even a negative-yielding instrument at the short end.
We see some European investors cutting back a little and we certainly get the sense that some larger investors aren’t as involved in the market now as they were three or four months ago when they were scrambling for every deal. But there is still more than enough liquidity to execute a €500-750 million transaction at a very competitive price.
Issuer specifics: Wesfarmers
Wesfarmers is the only Australian food and staples retailer in the Dow Jones Sustainability World Index. It has been ranked among the top-five companies in the world in this respect and this result reflects particularly on Coles, with a significant amount of the assessment directly related to this business.
MOTTOLINI This is an area Wesfarmers has focused on for several years. The sustainability report from this year was the 20th consecutive yearly report we have issued. As more time has passed we have increased our effort and focus around these issues.
It is a very well received report. Wesfarmers has always believed that sustainability is an important issue for a listed company. This is because if we are seen as a sustainable corporate it will drive our long-term
businesses and give long-term value to our shareholders.
MOTTOLINI We have been absent from all capital markets since 2015. The main reason is that we made some asset sales and therefore had cash coming in at group level. This eliminated the need for debt-market funding.
Even so, our plans are to stay in touch with the market and we have had continued engagement with our
investors domestically and offshore, to ensure that we can fund when we need to do so. We don’t roadshow regularly in every jurisdiction, but we do see Australian domestic investors twice a year and offshore investors every second year. We last saw European investors at the end of September 2017, in a comprehensive roadshow across continental Europe and the UK.
We have a US dollar redemption falling due in early 2018. This will probably give us the opportunity to participate in capital markets in the first half of the year. But again, this largely depends on other portfolio-management activities.
We talk to our international syndicate colleagues like Andrew Giaimo a lot about potential headwinds, but with markets as robust as they have been it is very hard to predict what could happen to turn conditions negative in the near term.
Swiss Are the themes similar in the US?
Monetary policy will almost certainly be an issue through next year in the US. We expect the Federal Reserve to raise rates at its December meeting. BNP Paribas is forecasting three rate rises in 2018 and is expecting spreads on 10-year bonds to be 3 per cent by the end of the year. However, provided this happens in an orderly way deal flow will keep coming.
Another factor we are looking out for is tax reform, which is gathering steam in the US. We are particularly watching to see what tax reform means for the repatriation of cash. If US issuers can start to bring cash back to the US, these issuers’ call on capital markets may fall. Lower supply would be supportive of market technicals.
For some time now we have been observing how quickly the market bounces back from volatility. If company blackout periods halt corporate supply investors buy bonds in the secondary market. Conditions remain extremely constructive and there doesn’t seem to be anything on the near-term horizon to disrupt them.
Issuer specifics: Ausgrid
A new issuer in 2017, Ausgrid opened its bond account in US private placement (USPP) format, printing the largest-ever deal by a non-US issuer at close to US$2 billion equivalent. The company has more debt to refinance and a range of options on the table.
DUNCAN I think it is fair to say that I probably would have pushed to issue in public markets first. The company is newly privatised and getting a new team operational in a privatised entity has taken time to achieve.
Michael Bradburn, Ausgrid’s chief financial officer, joined on 31 May. There wasn’t a huge amount of time pressure on the company’s two three-year bridge loans: they had coupon step-ups but we were a long way from these being activated. But funding plans were in action by this time so there was a sense of urgency, even though there wasn’t really a significant amount of risk.
Documentation for the 144A market was in progress but this is relatively challenging and complicated, while Michael is well experienced in the USPP market. Ausgrid is also preparing for a new regulatory revenue reset – which itself is onerous and time intensive.
I think it came down to a decision around execution risk and, in the end, a call that a private placement could take some refinancing risk off the table in quick measure.
In the end it was a fantastic outcome and there’s been no feedback from any part of the market that this was a ‘bad’ course to take. The A$2.3 billion (US$1.7 billion) equivalent deal refinanced the entirety of Ausgrid’s first bridge loan and about a third of its second bridge loan. We refinanced the remainder of
the second bridge by printing the A$1.2 billion domestic deal in October and we are in a good position now, with nothing else due to roll off the books until 2020.
DUNCAN With such a significant debt pile I would have thought to complete 144A and EMTN documentation. The EMTN programme, for example, would have eliminated the need to establish an Australian MTN programme – which Ausgrid also did in short order and, it should be said, eliminated further refinancing risk in quick succession.
We have another A$7 billion to refinance in the next 3-4 years so this means we have to fund at least A$2 billion per year for the next three years. It’s really full steam ahead from this point on.
We are midway through completing our 144A documentation and we hope to parallel this with an EMTN document. So by February we aim to have two new sets of documents ready to issue off, providing more optionality.
DEBT MARKET COMPARISONS
CRAIG How do Australian issuers choose between markets when so many liquidity pools are available?
Australian-origin offshore currency issuance volume has been low this year largely because of a combination of corporates pulling back on capex spend and low M&A activity over the past few years. If you also take the strength of the bank market and the competitiveness of Australian domestic capital market into account, offshore markets could be viewed as comparatively less competitive.
Looking forward to next year, we expect more issuance volume owing to a sizeable refinancing pipeline. The main point to make now, though, is that this is a very good time to access markets.
For Sydney Airport, there will be scope to consider a combination of core and opportunistic markets, and even PP issuance, in any single year given the wave of debt maturities we see approaching from 2020.
Issuer specifics: Brambles
As an exclusively foreign-currency funder, the opening up of the Australian domestic market in 2017 poses a question for Brambles.
PRESS We will evaluate all markets as and when we have a need to fund again. Brambles does not have any Australian dollar debt. We predominately have euro and US dollar denominated debt. Brambles generally has around US$2 billion of outstanding debt capital markets issuance across these two markets. Therefore, we need to be mindful that we have enough outstanding issuance to be relevant in a market.
We are cognisant of the fact that it takes work for investors to understand our credit story. As a credit, Brambles is unique and not easily comparable. We need to remain mindful that we don’t spread ourselves too thinly so we can maintain an appropriate level of supply to service the markets in which we fund.
PRESS Brambles provides the reuse of pallets, reusable plastic crates (RPCs) and containers. Our business model is a sustainable model and this is fundamental to our business proposition. By providing a reuse model for packaging equipment such as pallets, RPCs and containers, we can reduce single-use packaging in the supply chain, which reduces costs, waste and resource demand.
Sustainability forms part of our core value. It is also a value creator for us, especially in the context of our business model. The 2020 goals aim to address material sustainability issues in the value chain we operate in and they enable us to focus on the areas where we can have the most positive impact.
One of these areas is sustainable sourcing of wood from certified sources. For the 2017 financial year, we have sourced 99.1 per cent of our wood this way. The focus on purchasing certified wood supports SDG 15, which aims for the sustainable use of the world’s forests and to combat deforestation, and is also linked to SDG 13, climate action.
Similarly, the fact that our customers choose our share-and-reuse solution products over one-way packaging, means carbon emissions are reduced, waste avoided and raw materials saved. This links to another SDG: 12, responsible production and consumption.
BANK MARKET
CRAIG With bonds now largely outpricing loans, are issuers increasing their proportional call on capital markets?
MACHLISS I have heard it said that the domestic banks 'set' the loan market in Australia. Is this how issuers view this dynamic?
Providing pricing feedback is very important. It shapes bank expectations and enables us to share our ancillary business. This is also great for us as it allows us to spread our counterparty risk and deepen our relationships with all our banks.
On the lending side, it is interesting that we have seen a lot of new entrants generating strong pricing tension, noting some of these banks do not require ancillary business which can also be attractive to some borrowers.
At the end of the day competition is positive for us and it is good to have a range of banks from which to select services. Competition generally brings about the best outcome.
We view our banks as long-term partners. The banks in our group are generally our transactional bankers in one or more of the countries in which Brambles operates.
Issuer specifics: Pacific National
Asciano split into three distinct businesses – Pacific National, Patrick and Bulk and Automotive Ports Services – in August 2016. The Asciano entity now exclusively funds Pacific National. Investor-relations outreach was key in the transition.
WAKEFIELD I think we have done a good job. I am measuring this from the perspective that I now receive fewer enquiries from investors than I used to!
We had a period of more than 12 months in which there was considerable uncertainty for Asciano with a few different takeover offers, and through this period I consistently kept investors appraised of developments. At the time I was myself unclear about where things might land, but the fact that I was always available for telephone calls appeared to provide sufficient comfort.
The transition was completed in August 2017 and as soon as possible after this – in October – we undertook a global roadshow. We ensured we had a representative from one of our new owners at every meeting and investors appreciated the opportunity to look the new owners in the eyes.
Investors’ other main concern was access to information given the fact that the business was taken private. With this in mind, we have implemented a closed debt-investor website. I think the performance of our Australian dollar deal from earlier this year demonstrates the fact that we’ve handled the transition well. It also underlines for me the fact that nondeal interaction with investors is crucial, so they can be ready to receive you when you want to go back to market.
WAKEFIELD Right now we have no drawn bank debt and a consistently strong cashflow position. We are receiving some reverse enquiry. There is a wall of money globally looking for a home, which is obviously helped by QE, and offshore investors are naturally very interested in our plans around how we might refinance our US$750 million redemption in April next year. We have already refinanced some of this through the A$350 million (US$264.8 million) domestic deal printed earlier this year.
We will continue to be engaged with offshore markets as Pacific National. But this is smaller than Asciano so it may be that our future funding need isn’t sufficient to service the full range of offshore funding markets we have accessed in the past.
Having said this, the US market is still important to us. We are focused on ensuring we remain relevant to US investors including going to see them on an annual basis.
Lewis Are issuers concerned that the new money may not be here for the long term?
Stewart What do issuers think about the idea of superannuation funds acting like banks and lending 10-15 year money directly to corporates? Why can’t the bond market fill this need?
DEAL OR NO DEAL
Stewart Most issuers’ funding needs have been relatively static of late. How have you all been managing your investor-relations tasks during this period?
It is generally best to avoid busy markets when scheduling nondeal roadshows. But if you pick a good window they can make a lot of sense.
Issuer specifics: Scentre Group
Scentre Group (Scentre) announced a 144A transaction in the Asian time zone for the first time during 2017. This might not always be Scentre’s US dollar issuance strategy but its success means it is under consideration again.
WILLIAMS While we had only just completed our annual European investor update, we viewed the US market as offering a more competitive cost of funds when swapped back into Australian dollars.
As far as US dollar deals go, this was the first time we announced a transaction in the Asian time zone. Normally we leave the go or no-go decision to just before the New York open, to give us the opportunity to see what occurs in Asia and Europe. But this time we were quite comfortable with the economic data backdrop as well as the level of Asian demand, having spent the last few years roadshowing through the region.
We had also observed some prior Reg S transactions go reasonably well and this helped to boost our confidence. With the benign backdrop, we thought it was a good opportunity to test this approach.
Launching in the Hong Kong morning allowed us to attract sufficient orders through the day to more than cover the desired transaction size before the US market opened. This changed the dynamic around the participation of US investors and resulted in an overall quicker response from them. Ultimately, this change in dynamic helped us achieve more competitive pricing.
WILLIAMS We will assess it on a case-by-case basis. We are cognisant of the fact that the US dollar market is always open to us – even if it is at a price – and we value the solid execution afforded by this market. But if there is demand out of Asia when we look to come to market again we are likely to revisit this route.
WILLIAMS We always have issuance to do, which is partly due to the nature of our business as we always need sufficient funding to take any committed development through to completion.
You’re right, we like to have plenty of liquidity because we remain wary of the potential for some shock that might negatively affect our access to markets, despite the generally improving macroeconomic background globally. We will continue to be open to bringing forward our funding plans opportunistically.
With some debt maturities starting to come through from 2018 onwards and ongoing modest development capex requirements, we are likely to be somewhat more active in financing over the next few years.
We also prefer the nondeal format. We find it quite frustrating that – even when there is no intention to issue immediately following marketing – we are strongly encouraged, even forced, to publish fairly specific language in advance of the marketing about what we might want to issue, just in case the response from investors is too strong to ignore. The language we are required to use is more specific and predictive than we would like it to be.
We think the language creates too much expectation. In fact, some European investors seemed to be quite surprised, even critical, when we didn’t issue in Europe in the wake of our last update and issued in the US instead, even though we continually emphasised that we were not committed to issuance
in any particular market.
We don’t want to execute a transaction off the back of every roadshow. We literally just want to update investors then pick and choose from issuance opportunities that might arise over the following 12 months.
SUSTAINABILITY CONSIDERATIONS
Swiss We hear that debt investors across the globe are increasingly demanding detailed information on a company’s sustainability culture and approach from issuers during non-green-bond specific roadshows. Does the issuer and intermediary experience substantiate this claim?
In a recent green-bond transaction we acted on, around 10 per cent of the overall deal was allocated to green-bond funds and 65 per cent to SRI overlays. These are either investors who are targeting a high proportion – say 75-80 per cent – of their assets under management to be in SRI product in a couple of years’ time, or investors for whom SRI is already a fundamental part of their credit analysis.
Over the last 12 months we have noticed investors focusing more on ESG and many are changing their mandates. A year ago, if more than 70 per cent of revenues were in coal mining some investors’ mandates precluded their investment. Now this level is 30 per cent.
Issuer specifics: Sydney Airport
Sydney Airport has a track record of self-arranging its transactions, including a US private placement (USPP) deal, in 2015, and two syndicated loans. The borrower’s stable credit story helps it achieve this feat.
MOMDJIAN There are several factors we take into consideration when deciding to self-arrange our loan and bond deals. The primary driver is cost savings, which are typically in the realm of millions of dollars and reflect the relatively large size of the deals we bring to market.
But there are other factors. These include timing, relationships, credit stability and availability of information. Our syndicated loan and USPP deals were opportunistic and not driven by a looming debt maturity. We dealt with a handful of banks and USPP investors with whom we had already forged strong relationships.
Our credit story had been very stable, especially given our single-asset focus, which expedited credit-approval processes. The level of market pricing and intelligence we receive from all our banks on a monthly basis allowed us to effectively determine, negotiate and optimise pricing.
Self-arranging required some additional work by our lawyers and it is worth noting that there are clear benefits in appointing arrangers for public bond and more bespoke private-placement deals, where issuers often have to deal with hundreds of familiar and unfamiliar investors.
MOMDJIAN We set ourselves up for success in 2016 by proactively terming out all our bank-debt facilities, and generating ample liquidity to fund future investment and provide a backstop for funding future debt maturities. As a result, we had a relatively quiet 2017 with no bond issuance.
REGULATION
Craig What implications are new regulations likely to have for the debt market in 2018? In particular, what impact is MiFID II likely to have on bond issuers and can this impact be mitigated?
There are a couple of things I know will happen for certain. One is that we will have to disclose fees at the start of the syndication process. This is great for issuers, which will be able to read in launch announcements what the fee levels are. But it leaves us banks more concerned there will be a race to the bottom.
There are some other changes we know about. For instance, we will have to agree upfront with the issuer how we intend to allocate the book. But these are really basic tenets including long-term holders, roadshow attendees and so on. The issuer will also have to sign off on these.
I expect these things to remain within our control and become boilerplate reasonably quickly. It will still be the issuer’s orderbook and issuers will be able to dictate how we distribute bonds. But there are likely to be very significant impacts for banks.
All conversations and actions will need to be diarised and recorded, including every guidance alteration. This is because for several years after a transaction is printed in Europe, the Financial Conduct Authority – or equivalent – will be able to demand a complete deal timeline and ask for it to be produced within 72 hours of request.
Mottolini Does this come from a fear of sweetheart deals?