Covenants, Collateral, and Credit Rating Agencies
So, if you are an entrepreneur who wants to start a company, what can you do to reduce the expected cost of capital? The answer is that it is in your interest to disclose to the lender all the information you can, provided you are the type of entrepreneur who is likely to pay back the loan. You want to reduce the lender’s doubt about future repayment. Unfortunately, this can be very difficult. The lender can neither peer into your brain, nor give you a good lie detector test. Attempts to convey information credibly in the real world are many, but there will always be residual information differences—they are just a fact of life. Still, if you can reduce the information differences, your firm will be able to enjoy lower costs of capital. Also, if you as borrower fail to give your best try to convince the lender of your quality, then the lender should not only assume that you are an average company, but instead assume you are the very worst—or else you would have tried to communicate as much as possible.
There are at least three important mechanisms that have evolved to alleviate such information differences. The first mechanism is covenants, which specify upfront what a debtor must do to maintain credit. This can include such requirements as the maintenance of insurance or a minimum corporate value. The second mechanism is collateral—something that the creditor can repossess if payments are not made. But anything that inflicts pain on the debtor will do. For example, if defaulting debtors were thrown into debtor’s prison (as they often were until the 19th century), the promise to repay would be more credible and lenders would be more inclined to provide funding at lower rates. Of course, for the unlucky few who just happened to suffer incredibly bad luck ex-post, debtors’ prison has some definite drawbacks.
The third mechanism to alleviate repayment uncertainty are credit rating agencies, which keep a history of past payments to help assess the probability of future default. This is why you need to give your social security number if you want to take out a substantial personal loan—the lender will check up on you. The same is true for large corporations. It may be easier to judge corporate default risk for large companies than personal default risk, but it is still not easy and it costs both time and money. The two biggest bond credit rating agencies for corporations are Moody’s and Standard&Poors. (The other two are Duff and Phelps and Fitch.) For a fee that the corporate borrower pays, they will rate the bond’s quality, which reflects the issuer’s probability that the bonds will default. This fee depends on a number of factors, such as the identity of the issuer, the desired detail in the agencies’ investigations and descriptions, and the features of the bond (e.g., a bond that will pay off within one year is usually less likely to default before maturity than a bond that will pay off in thirty years; thus, the former is easier to grade). The credit rating agencies ultimately do not provide a whole set of default probabilities (e.g., 1% chance of 100% loss, 1.2% chance of 99% loss, etc.), but just an overall rating grade. It is up to the ratings’ reader to translate the rating into an appropriate compensation for default risk. The top rating grades are called investment grade, while the bottom grade are called speculative grade (or junk).
There is often a sharp difference in quoted interest rates between the worst investment grade bond and the best speculative grade bond, partly also because many investing institutions are allowed to hold only investment grade bonds.
So, is there a difference between bonds of different rating quality? Yes! Altman studied corporate bonds from 1971 to 2003 and reported default and recovery rates. Very few investment grade bonds default—and especially right after issue when they would have still carried the original credit rating. However, many speculative bonds will eventually miss at least one coupon payment (which is considered default). Upon default, an AAA or AA bond price was worth about 75 cents on the dollar; an A bond price was worth about 50 cents on the dollar; and lower rated bonds were worth about 30 cents on the dollar.
Unfortunately, although bond rating agencies will update their rating if the condition of the firm changes, the empirical evidence suggests that these bond ratings are not very good in helping an investor earn superior rates of returns. In fact, the ratings seem to respond more to drops in the value of the underlying bonds than vice-versa. The bond rating agencies seem to be more reactive than proactive.
How do bond ratings translate into differences in promised (quoted) bond yields? lists the borrowing rates of various issuers in May 2002. (Many other current interest rates can be found at www.bloomberg.com/markets/rates/index.html and bonds.yahoo.com/rates.html.) Most of the differences between these borrowers’ promised interest rates and Treasury interest rates are due to default risk, which compensates lenders for differential default probabilities.