CHAPTER 1

FIXED-INCOME SECURITIES: DEFINING

ELEMENTS
 Investable
universe

Alternative Fixed income

Derivatives Equity
investment

preferred
Hedge fund options money market stock

private equity Futures bonds common stock

commodities swaps bank loans ADR

real estate

crypto
currencies

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 U.S. Fixed Income Outstanding

https://www.sifma.org/resources/research/fixed-income-chart/ 6
Why? Because bonds are issued by
governments, agencies, states and
municipalities (taxable and tax-exempt),
mortgage-related and asset-backed, and
corporations, while stocks are exclusively
issued by corporations.

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 1. INTRODUCTION
WHAT IS A FIXED-INCOME SECURITY?
• A fixed-income security is a financial obligation of an entity
(the issuer) that promises to pay a specified sum of money
at specified future dates.
• A fixed-income security is an instrument that allows
governments, companies, and other types of issuers to
borrow money from investors.
- Any borrowing of money is debt.
• The terms “fixed-income securities,” “debt securities,” and
“bonds” are often used interchangeably.

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 2. OVERVIEW OF A
FIXED-INCOME SECURITY
• There are three important elements when investing in
fixed-income securities:

The bond features, including the issuer, maturity, par value,

coupon rate and frequency, and currency denomination.

The legal, regulatory, and tax considerations.

The contingency provisions that may affect the bond’s

scheduled cash flows.

• All bonds, whether they are traditional or securitized bonds,

are characterized by the same basic features.

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 BASIC FEATURES OF A BOND

supranational organization
Creditworthiness
sovereign (national)

Issuer
government
• investment-grade
bonds non-sovereign (local)
• non-investment-grade government
bonds
quasi-government entity

company

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 BASIC FEATURES OF A BOND

Maturity
• The maturity date is the date when the issuer is obligated to
redeem the bond.
• The tenor, also known as term to maturity, is the time remaining
until the bond’s maturity date.
• Money market securities are fixed-income securities with maturity up to
one year.
• Capital market securities are fixed-income securities with maturity
longer than one year.

Par value (principal) of a bond

• The par value of a bond is the amount the issuer agrees to repay
the bondholders on the maturity date.

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 BASIC FEATURES OF A BOND
Coupon rate and frequency

• The coupon or nominal rate of a bond is the interest rate that

the issuer agrees to pay each year until the maturity date.
• The coupon is the annual amount of interest payments and is
determined by multiplying the coupon rate by the par value of
the bond.
• Plain vanilla bonds pay a fixed rate of interest.
• Floating-rate notes (FRNs) or floaters pay a floating rate: a
reference rate plus (or minus) a spread.
• Bonds that do not pay interest are called “zero-coupon bonds.”

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 BASIC FEATURES OF A BOND

Currency denomination

• Bonds can be issued in any currency, mostly U.S. dollars and

euros.
• Dual-currency bonds make coupon payments in one currency
and pay the par value at maturity in another currency.
• Currency option bonds allow bondholders to choose currency
to receive principal and interest.

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 3. LEGAL, REGULATORY,
AND TAX CONSIDERATIONS
Bond Indenture
• The trust deed is the legal contract that describes the form
of the bond, the obligations of the issuer, and the rights of
the bondholders.
• This legal contract is often called the “bond indenture.”
• The indenture is written in the name of the issuer and
references features of the bond issue, such as par value,
coupon rate and frequency, maturity date, and the funding
sources for the interest and principal repayments, as well
as any collaterals, covenants, and credit enhancements.

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 BOND INDENTURE:
LEGAL IDENTITY AND LEGAL FORM
The legal obligation to make the contractual payments is
assigned to the bond issuer. The issuer is identified in the
indenture by its legal name.

For sovereign • The issuer is usually the office

bonds responsible for the national budget.

For corporate • The issuer might be a holding

bonds company or a subsidiary.

For securitized • The legal obligation usually lies with

bonds special purpose vehicles (SPVs).

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 BOND INDENTURE:
SOURCES OF REPAYMENT PROCEEDS

• Sovereign bonds are backed by the “full faith and

credit” of the national government and thus by that
Sovereign bonds government’s ability to raise tax revenues and print
money.

• The major sources for repayment include the

general taxing authority of the issuer, the cash
Non-sovereign flows of the project the bond issue is financing, and
government special taxes or fees established specifically for the
bonds purpose of funding the payments of interest and
principal.

• The source of payment for corporate bonds is the

Corporate bonds issuer’s ability to generate cash flows, primarily
through its operations.

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 BOND INDENTURE:
ASSET OR COLLATERAL BACKING
Collateral backing is the way to alleviate credit risk.

Credit risk is affected by

Seniority ranking:
Credit enhancement:
secured, unsecured, or subordinate
(junior) internal or external

Bond covenants Types and quality of collateral

(legally enforceable rules that backing:
borrowers and lenders agree on at mortgages, equipment or other
the time of a new bond issue): physical assets, financial assets, and
affirmative (positive) or negative others

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 BOND INDENTURE:
ASSET OR COLLATERAL BACKING
• Secured bonds are backed by assets or financial guarantees
pledged to ensure debt repayment in the case of default.
• Unsecured bonds have no collateral; bondholders have only a
general claim on the issuer’s assets and cash flows.
• Subordinate (junior) bonds have a lower order claim on the issuer’s
assets and cash flows than other bonds.
• Internal credit enhancement relies on structural features regarding
the priority of payment or the value of the collateral.
• External credit enhancement refers to guarantees received from a
third party, often called a “guarantor.” It might be in the form of a
surety bond or a letter of credit.

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 BOND COVENANTS
Affirmative covenants enumerate what issuers are required
to do.
• For example: to comply with all laws and regulations, maintain
their current lines of business.

Negative covenants enumerate what issuers are prohibited

from doing.
• For example: restrictions on debt, negative pledges,
restrictions on prior claims.

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 LEGAL AND REGULATORY CONSIDERATIONS
• Fixed-income securities are subject to different legal and
regulatory requirements depending on where they are
issued and traded as well as on who holds them.
• There are no unified legal and regulatory requirements that
apply globally.
• The global bond markets consist of national bond markets
and the Eurobond market.

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 LEGAL AND REGULATORY CONSIDERATIONS
• A national bond market includes all the bonds that are issued and
traded in a specific country and denominated in the currency of that
country.
• Bonds issued by entities that are incorporated in that country are called
“domestic bonds,” whereas bonds issued by entities that are
incorporated in another country are called “foreign bonds.”
• Eurobonds are typically less regulated than domestic and foreign
bonds because they are issued outside the jurisdiction of any single
country. They are usually unsecured bonds and can be denominated in
any currency, including the issuer’s domestic currency.
• A global bond is issued simultaneously in the Eurobond market and in
at least one domestic bond market.

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• International Bonds
- Foreign bonds

- Issued by borrower in different country than

where bond sold, denominated in currency of
market country
- Eurobonds

- Denominated in currency (usually that of

issuing country) different than that of market
country
• Eurobonds have 3 elements that are generally all different:
A) Who is the issuer (company's nationality)?
B) What is the denomination of the bond (currency)?
C) Where is it issued (country)?
An example would be an Australian bank (A) issuing a Japanese
yen-denominated bond (B) in London (C). Eurobonds are
usually issued by international investment companies including
banks.

• Foreign bonds have 2 elements that are different:

A) Who is the issuer and where (country A)?
B) Where is it issued (country B)?
The denomination of the bond will be Country B's currency. An
example would be an Australian company (A) issuing a
Japanese yen-denominated bond in Tokyo (B). A foreign bond
follows the formula "a foreign bond is a Country B currency-
denominated bond issued in Country B by a non-Country
B entity.
 TAX CONSIDERATIONS
Interest payments and capital gains are often subject to
taxation. Tax treatment of both varies from jurisdiction to
justification.
• The income portion of a bond investment is typically taxed at
the ordinary income tax rate. Tax-exempt securities are the
exception to this rule.
• A tax on capital gains may apply if the bond sale price
exceeds the bond purchase price.
• The original issue discount might be subject to a tax for
discount bonds (such as zero-coupon bonds).

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 4. STRUCTURE OF A BOND’S CASH FLOWS
The most common payment structure by far is that of a plain
vanilla bond, as depicted below.
€1,025

€25 €25 €25 €25 €25 €25 €25 €25 €25

Semiannual
time periods

€1,000

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 PRINCIPAL REPAYMENT STRUCTURES
A bullet structure has all the
principal repaid at the maturity
date.

A sinking fund
arrangement An amortizing bond
specifies the portion
has a payment
of the bond’s schedule that calls
principal outstanding Bond for periodic payments
(e.g., 5%) that must Arrangements of interest and
be repaid each year repayments of
throughout the
principal.
bond’s life or after a
specified date.

A partially amortized bond also

makes fixed periodic payments until
maturity, but only a portion of the
principal (called a “balloon payment”)
is repaid by the maturity date.

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 COUPON PAYMENT STRUCTURES
Conventional bonds pay a fixed periodic coupon over a
specified time to maturity, typically annually or semiannually
and occasionally quarterly.
Instruments with other coupon structures:
• Floating-rate notes
• Step-up coupon bonds
• Credit-linked coupon bonds
• Payment-in-kind (PIK) coupon bonds
• Deferred coupon bonds
• Index-linked bonds

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 COUPON PAYMENT STRUCTURES: FRNS
FRNs typically pay a quarterly coupon.
The coupon is determined by the formula:

Reference Fixed FRN

rate spread coupon

have market values that are less affected by changes in

FRNs interest rates than fixed-income bonds

FRNs may have additional features, such as a floor or a cap.

Inverse (inverse floaters) are bonds whose coupon rates have an

FRNs inverse relationship to the reference rate.

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 COUPON PAYMENT STRUCTURES

Credit-linked coupon
Step-up coupon bonds
bonds

have a fixed or floating

have a coupon that changes
coupon, which increases by
when the bond’s credit rating
specified margins at
changes
specified dates

offer bondholders some

are attractive to investors
protection against rising
who are concerned about
interest rates and may be an
the future creditworthiness
important feature for callable
of the issuer
bonds

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 COUPON PAYMENT STRUCTURES

Payment-in-kind (PIK) Deferred coupon (i.e.,

bonds split coupon) bonds

typically allow the issuer to pay no coupon for the first

pay interest in the form of few years but then pay a
additional amounts of the higher coupon than they
bond issue rather than a otherwise normally would for
cash payment the remainder of their life

typically are favored by are also common in project

issuers who are concerned financing when the assets
that the issuer may face being developed do not
potential cash flow problems generate any income during
in the future the development phase

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 COUPON PAYMENT STRUCTURES
• Cash flows of the index-linked
bond can be linked to the
Index-linked bonds specified index by linking the
interest payments (interest-
have their coupon payments indexed bonds), the principal
and/or principal repayment linked repayment (zero-coupon
to a specified index bonds), or both (capital-
indexed bonds and indexed
- Bonds can potentially be linked annuity bonds).
to any published economic and
financial variable/index. • An equity-linked note (ELN) is
- Bonds linked to a rate of inflation a fixed-income security that
are called “inflation-linked bonds” differs from a conventional
(e.g., Treasury inflation-protected bond in that the final payment
securities, or TIPS, in the United is based on the return of an
States. equity index.

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 5. BONDS WITH CONTINGENCY PROVISIONS
• A contingency provision is a clause in a legal document
that allows for some action if the event or circumstance
does occur (i.e., embedded option).
• Some common types of bonds with embedded options
include callable bonds, putable bonds, and convertible
bonds.

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 CALLABLE AND PUTABLE BONDS

• Callable bonds give the issuer the right to redeem

all or part of the bond before the specified maturity
date.
Callable
• The primary reason why issuers choose to issue
bonds callable bonds rather than non-callable bonds is to
protect themselves against a decline in interest
rates.

• The bondholder has the right to sell the bond back

to the issuer at a pre-determined price on specified
Putable dates.
bonds • Putable bonds are beneficial for the bondholder by
guaranteeing a pre-specified selling price at the
redemption dates.

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 CONVERTIBLE BONDS

• They are a hybrid security with both debt and

equity features.
• The bondholder has the right to exchange the
bond for a specified number of common shares
in the issuing company.
• They are beneficial to bondholders.
Convertible • The bondholder has the ability to convert bonds
bonds into equity in case of share price appreciation
and thus participate in the equity upside.
• At the same time, the bondholder receives
downside protection; if the share price does not
appreciate, the convertible bond offers the
comfort of regular coupon payments and the
promise of principal repayment at maturity.

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 CONVERSION VALUE AND
CONVERSION PREMIUM
• The conversion price is the price per share at which the
convertible bond can be converted into shares.
• The conversion ratio is the number of common shares that
each bond can be converted into.

Current Conversion Conversion

share price ratio value

Convertible Conversion Conversion

bond price value premium

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 6. SUMMARY
Important elements to consider when investing in a
fixed-income security
• The bond’s features.
• The legal, regulatory, and tax considerations.
• The contingency provisions.

The basic features of a bond

• The issuer, maturity, par value (or principal), coupon rate and frequency, and
currency denomination.

The bond indenture or trust deed

• The bond indenture is the legal contract that describes the form of the bond,
the issuer’s obligations, and the investor’s rights.
• The indenture is usually held by a financial institution called a “trustee,” which
performs various duties specified in the indenture.

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 SUMMARY
Bond covenants
• Bond covenants are legally enforceable rules that borrowers and lenders
agree on at the time of a new bond issue.
• Affirmative covenants enumerate what issuers are required to do, whereas
negative covenants enumerate what issuers are prohibited from doing.

Legal and regulatory considerations

• An important consideration for investors is where the bonds are issued and
traded because it affects the laws, regulations, and tax statuses that apply.

Bond arrangements
• An amortizing bond is a bond whose payment schedule requires periodic
payment of interest and repayment of principal. This differs from a bullet
bond, whose entire payment of principal occurs at maturity.

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 SUMMARY
Coupon payment structures
• Fixed-coupon bonds
• Floating rate notes
• Bonds with step-up coupons
• Bonds with credit-linked coupons
• Bonds with payment-in-kind coupons
• Bonds with deferred coupons

Bonds with embedded options

• Common types of bonds with embedded options include callable bonds,
putable bonds, and convertible bonds.
• These options are “embedded” in the sense that there are provisions
provided in the indenture that grant either the issuer or the bondholder
certain rights affecting the disposal or redemption of the bond. They are
not separately traded securities.

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Example 1

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Example 2

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Example 2

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Example 5

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Example 6

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Example 7

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Example 8

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