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PREFAC E
Few sectors of the global economy have experienced the dynamic and structural
change that has occurred over the past several decades in banking and financial
services—or as much turbulence and damage to the economy and to ordinary
people. Regulatory and technological changes have been among the main cata-
lysts of change in the financial industry worldwide, making entrenched competi-
tive structures obsolete, and mandating the development of new products, new
processes, new strategies, and new public policies toward the industry.
This rapid evolution in one of the most important, yet least understood, inter-
national industries gave rise to the first version of this book, published in 1990,
followed by two further editions published by Oxford University Press in 1997
and 2003. Since that time, so much dramatic change has occurred in the industry
that it made little sense to undertake another edition until the dust had settled.
We are reasonably confident that this has now happened. Still, along with many
others, we have been surprised before and may be surprised yet again.
Even before the global financial crisis of 2007–2009, structural change in global
banking and finance had accelerated. Financial centers, in vigorous competition
with each other, have undergone major transformations in their efforts to cap-
ture greater shares of international trade in financial services. Common efforts
regionally and globally have tried to support safety and soundness, and a reason-
ably level competitive playing field, with mixed success. Banks, insurance com-
panies, asset managers, and securities firms have had to devise and implement
new strategies—sometimes leading events or (perhaps more often) responding
to them—and the financial services industry has seen an unprecedented wave of
consolidation in all parts of the world. Who would have thought that the domi-
nant wholesale financial players by 2012 would capture almost 80% of the busi-
ness, or that none of them would survive as independent investment banks?
With rapid growth in transactional intensity came an onslaught of competi-
tion, for which the staid banking institutions of the past were unprepared. Client
relationships became now fiercely contested. Clients expected banks to be more
innovative and to provide better-priced services. Clients also expected them to
viii Preface
commit their capital if they were to share in lucrative fees. As a consequence, pro-
prietary trading became a key money-spinner compared with earning from classic
financial intermediation. Plus, technology constantly evolved what was possible
and what was on offer from competitors.
The transaction volumes made markets volatile and often difficult to read.
Several banking firms failed or had to be rescued by takeovers. A banking crisis
and prolonged economic stagnation battered the industry in Japan. A vigorous
bull market, and continuing restructuring needs, induced a boom in mergers and
acquisitions (M&A) and initial public offering (IPO) activity in the United States
and Europe, forcing banks to staff up quickly to keep up with them, only to be
sharply reversed early in the new millennium. Financial crises rocked the emerg-
ing markets again, but this time the accumulated amount of debt and equity
securities outstanding in these countries drove the crises into the capital mar-
kets. Financial innovation was increasingly used for regulatory arbitrage, and to
redistribute gains from clients to the financial intermediaries rather than creat-
ing wealth, while new financial techniques were aggressively employed to evade
prudential regulation. Ultimately, the entire edifice came crashing down in the
financial crisis of 2007–2009, and the wreckage was dumped in the laps of tax-
payers who had to stand good for losses and risks to avoid financial and economic
catastrophe.
Privatization of returns and socialization of risks is never a sustainable recipe
for the existence of an industry whose fundamental job it is to improve the human
condition. So the biggest global financial shock since the 1930s was bound to lead
to major changes in regulation, with profound effects on the financial industry.
Some of these are fairly predictable, but many others are not. There are no doubt
plenty of surprises ahead,
In this book, we attempt to reassess the continuing transformation process
of global banking and finance—its causes, its course, and its consequences. We
begin with an overview of the most recent developments. We then consider in
some detail the major dimensions of international commercial and investment
banking, including money and foreign exchange markets, debt capital markets,
international bank lending, derivatives, asset-based and project financing, and
equity capital markets. We next consider the various advisory businesses—merg-
ers and acquisitions, privatizations, institutional asset management, and private
banking. In each case, we make an effort to identify the factors that appear to dis-
tinguish the winners from the losers. This is brought together in the final section
of the book, which deals with problems of strategic positioning and execution, as
well as with some of the critical risk and regulatory issues.
The book is intended for two more or less distinct audiences. The first is bank-
ing and finance professionals and executives in nonfinancial firms who would like
a “helicopter” view of developments in this industry that affects their vital inter-
ests, either because they are in it or because they want to understand patterns
of competition among suppliers of financial services. The second is university
Preface ix
Roy Smith
Ingo Walter
Gayle DeLong
I
GLOBAL CAPITALRAISING
AND TRADING
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C H A PT ER 1
Foreign Exchange and Money Markets
International money market and foreign exchange transactions deal with the
issuance and trading of money market instruments in various currencies out-
side domestic markets. As long ago as the fifteenth century, organized inter-
national money and foreign exchange markets existed. Merchants in Italy, for
example, wanting to import tapestries made in Belgium from wool produced in
England, had to find ways to finance transactions that occurred outside their
own country. Italian banks, such as those run by the Medici family, set up for-
eign branches to effect payments and arrange for the delivery of the goods on
behalf of their clients. The banks had to deal in currency exchange and in deposit
collecting and lending in other countries and states. These activities have contin-
ued throughout the nearly 500 years of modern banking history.
In September 2008, international money markets essentially froze, expos-
ing vulnerabilities and revealing how essential these markets are to the smooth
functioning of the world economy. Foreign exchange markets, on the other hand,
functioned well during the turmoil, suggesting that clearing and settlements sys-
tems set up after previous crises were effective in preventing additional chaos. In
this chapter, we discuss the instruments used in both markets and how they fit
into the global financial markets system.
Origins of Eurocurrencies
The history of international financial markets, since its modern (postwar) rebirth
in the 1960s, is a confluence of three parallel and mutually influential events: (1)
major changes in the international monetary system; (2) the evolution of a large
international investor base; and (3) continuing deregulation of domestic capital
markets in major countries to align them with competitive international alter-
natives to domestic financing vehicles.
The modern period began at the end of World War II, when capital markets
outside the United States were virtually nonexistent. In 1944, the Allied Powers
agreed to a postwar international monetary system at Bretton Woods, New
Hampshire, in which the dollar would be the principal reserve currency (i.e., used
4 Global Capital-Raising and Trading
as reserves by other countries). The dollar was to be pegged to gold, at the rate
of $35 per ounce, and all other currencies were to be fixed to the dollar. When
balance of payments difficulties arose, it was understood to be the obligation of
both the deficit and the surplus countries to modify their domestic fiscal and
monetary policies to reduce the problem. Governments periodically intervened
in foreign exchange markets to help the process along, and they usually relied
on broad economic policy changes to effect adjustment. If the imbalance could
not be redressed after suitable effort, the currency’s exchange rate could be reset
to the dollar, after which it would have to be defended at the new rate. To make
the system work required a world in which the principal economies were growing
at about the same rate, and shouldering the world’s military and other burdens
equally. It also required, at the national level, strict economic discipline and con-
trols, and a voting public that refrained from blaming others for its problems and
understood that it was necessary from time to time to take bitter medicine in the
interest of the country’s health over the long run. These conditions were not com-
monly found in the 1950s and 1960s, any more than they are now.
In 1971, the Bretton Woods system collapsed. Several years of large U.S. bal-
ance of payments deficits—resulting from large American purchases of lower
cost goods from rapidly recovering economies in Europe and Asia—led to the
breakdown. The fixed exchange rate system was replaced by a floating-rate mecha-
nism, in which all currencies were to be priced continually by the market, and it
was assumed that economic imbalances would generate corrective pressures on
exchange rates. The mechanism obviated the need for capital market controls that
restricted cross-border transfers, as harsh policies were no longer necessary: the
market would administer the medicine that countries were unable to administer
themselves. In time, all of the major industrial nations removed their controls
on international capital movements. By the early 1980s, users and providers of
capital could look overseas for capital market opportunities that were superior
to what was available at home. It also meant, however, that interest rate and
exchange rate volatility would be much greater in the new floating exchange rate
environment than in the old fixed-rate regime. As we see later in this chapter,
increased volatility led to greater opportunities for banks and other market-mak-
ers to expand trading activities and hedging strategies.
The postwar investor population was affected by these events, and by the rapid
institutionalization of markets in the United States, the United Kingdom, and
some other European countries. There was also a large increase in the population
of otherwise law-abiding Europeans who wanted to transfer funds into foreign
bank accounts that were beyond the scrutiny of tax authorities in their home
countries. Additionally, government officials, people engaged in capital flight,
and shady characters of various kinds were accumulating irregular or illegal funds
in tax haven countries. The institutional investors were not subject to tax con-
cerns, but they were sophisticated asset-allocators looking for underpriced invest-
ments. Individuals, mostly investing through banks in Switzerland, Luxembourg,
Foreign Exchange and Money Markets 5
and other European centers, were highly focused on preserving their anonymity.
Together, these investors were looking for opportunities that were not available
in the United States. Eventually, local corporations, European subsidiaries of non-
European companies, central banks, and other financial institutions discovered
that they could deposit dollars they had accumulated outside the United States
with certain banks in London that would retain them as dollars and pay dollar
interest rates.
E U R O D OL L A R S F I R S T
Thus was born the “Eurodollar,” which was simply a dollar-denominated deposit
in a bank or branch located outside the United States. Although they originally
tended to be in Europe, these deposits could be anywhere in the world. Such
deposits were beyond the U.S. regulatory umbrella, so that neither liquidity
reserves nor deposit insurance premiums had to be set aside for them. Original
depositors included the financial arm of the Soviet Union, and other East-bloc
states wanting to hold dollars but avoid placing their holdings in the United
States. Additional dollars were accumulating in Europe as a result of increased
economic growth and investment, and the increasing U.S. balance of payments
deficits, with many central banks preferring to hold dollars, but not in the
United States. Eurodollar investments could be made in the form of bank depos-
its. Eurodollar interest rates were related to U.S. domestic deposit rates, but only
loosely at first—interest rate differentials of 100 basis points or more were not
uncommon. Such disparities encouraged American banks to arbitrage the mar-
ket. Despite the lower deposit rates, depositors were happy to use these accounts
to avoid the costs of transferring the money back and forth across the Atlantic,
and also to avoid disclosing information about themselves and their financial
affairs to U.S. authorities. In time, a small group of banks set Eurodollar deposit
and lending rates for the market and established the convention of posting a
daily London Interbank Offered Rate (LIBOR). Th is was the rate at which banks
would lend Eurodollars to each other, and is the rough equivalent of the fed-
eral funds rate in the Euromarket—the rate a major bank will offer for a loan
to another major bank for a specified maturity, such as 30 or 60 days. Today,
LIBOR is calculated by examining the rates at which 16 international banks lend
to other banks. The four highest rates and four lowest rates are eliminated, and
the average of the middle eight rates determines the LIBOR. Different rates are
determined for the various time periods, so the overnight LIBOR rate is differ-
ent from the 3-month LIBOR rate.
Major banks post their own rates daily. The rate to be paid on a deposit from
another bank is expressed in terms of the London Interbank Bid Rate (LIBID).
A nonbank borrower can expect to pay a premium over LIBOR (e.g., LIBOR + ¼%),
and a nonbank depositor would receive a rate reflecting a discount (LIBID – ¼%).
The spread between these rates, LIBOR and LIBID, has generally been about ¼% or
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6 Global Capital-Raising and Trading
less, much less than the difference between U.S. prime rate and passbook deposit
rates. Without this spread, Euromarkets could not exist. Generally speaking, nei-
ther depositors nor borrowers would be enticed to leave their home countries
unless they receive a higher deposit rate or lower loan rate abroad. Deposit and
lending rates are for customers closely tied to LIBOR, which is quoted in most
major currencies. Newspapers such as the Financial Times of London publish aver-
ages of these posted rates daily.
OTHER EUROCURRENCIES
Banks also quote rates for loans and deposits in other currencies, which, in a
way, they manufacture synthetically. They do this by adding the cost or ben-
efit of a forward foreign exchange contract for the prescribed maturity in the
desired currency to the U.S. dollar LIBOR rate. If a customer wants a loan based
on 60-day sterling LIBOR, the bank first acquires the required amount of ster-
ling in the spot market. The bank then sells sterling forward against dollars for
delivery in 60 days, and the cost or benefit of this transaction (in percentage)
is added to the dollar LIBOR cost. For example, if LIBOR is 2% and sterling is
selling forward at a 0.3% premium, the bank would charge the client 2.3%. We
describe how to calculate forward premiums and discounts on currencies in the
“Market Functions” section below.
The Eurocurrency market has formed an informal, unregulated, over-the-coun-
ter market made up of banks and other professional dealers from around the world
transacting in instruments not available in national markets. Occasionally, the
Eurocurrency market would devise a financial instrument that would attract a large
volume of activity on the part of nationals in various countries. Soon the pressure to
deregulate domestic markets to make the same type of financing available became
too great for officials to contain. Often involuntarily, most countries have had to
give in to the process of imported innovation. The result was a large increase in the
number and type of financial instruments available in international markets.
Euromarket participants have tended to be very sophisticated. They under-
stand investment opportunities around the world, foreign exchange effects, and
derivative instruments such as warrants and options to purchase or sell securities.
With many international banks and investment banks involved in the market, it
is highly competitive. Indeed, many firms compete on the basis of innovation and
bold initiative. As a result, the Euromarket saw the first significant use of the
transferrable certificate of deposit, the floating-rate note, and the Eurobond. It
also saw the first use of the “bought deal,” an issue fully underwritten by one
bank; the “tap” issue (sold on demand, not all at once); and the “note-issuance
facility” for distributing “Eurocommercial paper.” More recently, the Eurobond
market has begun to accept some of the more complex and controversial products
of the U.S. bond market, such as asset-backed issues and non-investment-grade
or “junk” bonds.”
Foreign Exchange and Money Markets 7
Eurobond Markets
Banks, especially U.S. banks, were eager to build up their Eurodollar deposits
as a source of funding for their growing international activities. The deposits
could be used to fund Eurodollar bank loans or loan participations. They could
also be lent to branches in the United States to support lending activity there,
if and when the rates were right. And, they could serve as a means of diversi-
fying a bank’s sources of funding for its wholesale lending business. Investors
were other banks (there were more than 400 foreign bank branches in London in
1980, all looking to “buy” assets in the interbank market and fund them by “buy-
ing” Eurodollar deposits in the market), as well as multinational institutions,
and corporations with temporary funds to invest.
The Eurobond market has been a constant source of innovation, with new
instruments being introduced as soon as changing regulatory environment or
investor preferences dictated. The first Eurobond was offered in 1963 and was
sold to investors who were willing to extend their investment horizon to 15 years,
at somewhat higher rates. Eurobonds were in “bearer” form (identity of pur-
chaser not disclosed) and were free of withholding taxes on interest. Inevitably,
Eurobonds were introduced in other currencies besides the dollar. The Eurobond
market soon took off on a continuous expansion that has made it into one of
the world’s principal sources of finance. Eurobond innovations include the dual-
currency bond, the zero coupon bond, the warrant-bond, the swapped foreign
currency bond, the first ECU (European currency unit) and Euro-denominated
bonds, and a variety of other new ideas. We discuss the Eurobond market exten-
sively in Chapter 4.
however, has affected these markets, resulting in more funds being repaid than
being lent. Despite net issues being negative, the outstanding amount in March
2009 was still over $1 trillion.
The following is a description of the different international money market
instruments traded in the Euro money markets.
E U R O C E R T I F I C AT E S OF DE P O S I T
Euro certificates of deposit (ECDs), like domestic CDs, are time deposits in a
bank. They are issued in countries outside the home country of currency, by
banks directly or through dealers or brokers. Like Eurobonds, they are issued
in bearer form and are free from withholding tax on interest. In 1961, Citibank
devised the first transferable ECD. This was a major innovation that soon encour-
aged secondary market trading in dollar instruments, and eventually led to the
creation of the Euromoney market. Although banks do not always want their
paper traded in the secondary market, especially when they are issuing new
paper that could compete with their older issues in the secondary market, they
have bowed to competition. Banks prefer to sell their own ECDs to their clients
and correspondent relationships—but often, to extend the market and increase
the volume of ECDs outstanding, they resort to dealers to sell the paper for
them, for a modest commission. The banks post their own rates for a spectrum of
maturities. Banks will often negotiate with large customers for special rates for
CDs with custom-made maturities or other terms. A bank’s posted rates may be
slightly higher or lower than rates posted by similar banks, reflecting the bank’s
greater or lesser desire to take in funds at particular maturities. Such decisions
are made by the bank’s treasury department, which has to balance the entire
bank’s requirement for funds and currencies at particular maturities. For most
banks, the treasury function in the London branch will conduct most of these
Euro-funding operations, generally in close contact with the central office.
The secondary market in ECDs is very active. Banks maintain markets in their
own CDs, and encourage their customers to trade with them. As rates change, banks
will either increase their issuance of ECDs or attempt to buy in outstanding paper.
Brokers may work with the banks as agents, on a nonexclusive basis, to place or buy
in ECDs for a commission of a few basis points. Such brokers do not take positions in
the bank’s ECDs for their own account. Often, the brokers represent investors seek-
ing the best rates for deposits. Dealers, in contrast, purchase and sell bank ECDs for
their own account. They hope to create opportunities for gains from trading in the
ECDs, as they would in any money market instrument. Dealers will call the bank in
the morning and offer to buy or sell ECDs at particular rates. Then they lay off their
positions to customers, or hold them for a few days to wait for an expected market
change to occur. Large dealers offer ECDs, along with a complete menu of other
Euromoney market instruments, to customers on a continuous basis.
Foreign Exchange and Money Markets 9
F L OAT I N G R AT E N O T E S
In the 1980s, many banks began to offer floating-rate notes (FRNs) as a supple-
ment to their funding activities. These notes were not deposits and, therefore,
were subordinate to them. The FRNs might have a maturity of 10 years, but
interest would be reset every 90 days at 3-month LIBOR (say, 4.5%) plus a small
spread (say, one-eighth of 1 percent). Because of the continuous resetting, the
price of the notes was expected to return to par (100%) every 90 days, assuming
that the reissue rate continued to be LIBOR + 1/8%. An investor was now given a
choice between 90-day ECDs (say, at 4.3%), and purchasing and reselling an FRN
90 days later at a rate of 4.625%, a difference of 32.5 basis points. The investor
would have to realize that there was a risk that the FRNs could not be sold at
100% 90 days later, so part of the 32.5 basis points would represent a reserve
to protect against selling it at a price below par, plus commissions. The investor
might ask a dealer to quote a repurchase rate, at which the firm would agree to
buy the FRNs back 90 days hence. If a positive spread still existed (and the inves-
tor was willing to take the credit risk of the dealer meeting his obligation 90 days
later), the investor might prefer the FRN trade to the ECD. However, the investor
may prefer to remain a depositor in the bank, rather than a general creditor, and
therefore accept a lower rate for the increased security.
To some extent, therefore, the FRN market has traditionally competed with
the ECD market. However, as fear about the credit quality of banks emerged in
the early 1980s, and again during the financial crisis of 2007–2008, there was less
assurance about the ability of banks to roll over funding at the same spread over
LIBOR, and the FRN market weakened considerably. So did the market in ECDs,
relative to other instruments.
10 Global Capital-Raising and Trading
E U R O C O M M E R C I A L PA P E R
ers could sell. They could raise or lower the rates based on demand. This is the
mechanism used in the U.S. commercial paper market, and in the early 1980s it
was applied to the Euromarket in a second attempt to develop a market for ECP.
The second attempt met with greater success. This time, the initiative was
aimed at bank investors that needed higher and safer returns on their money
market investments. Potential clients also included corporate and institutional
investors, who were increasingly concerned by the deterioration in bank credit
ratings in the United States and Europe, and wanted to diversify their cash man-
agement programs into nonbank investments. Dealers, aware of these concerns,
began to approach European money managers with proposals that they switch
from ECDs or FRNs to ECP of “name” companies like GE or Exxon. They were only
earning 25 basis points less than LIBID from their bank deposits, but they could
diversify into higher-grade paper, such as that issued by companies with AAA
bond ratings at, for example, LIBID less 10 basis points. Or, if they were prepared
to take corporate bond ratings of AA or A (with top-grade U.S. commercial paper
ratings of A1 and P1), they could look for a higher rate—for example, the mean
between LIBID and LIBOR.
As bank credit worries increased in the late 1980s, and a greater supply of
nonbank paper was offered, the market began to develop in earnest. As it did,
the recognized rating agencies, Moody’s and Standard and Poor’s, increased their
involvement in ECP ratings, and investors became more aware of them. To be
rated, issuers had to be able to demonstrate that they had unused bank lines of
credit available to provide liquidity to an issuer, should a major market interrup-
tion occur in which it would not be possible to roll over maturing ECP. Committed
credit facilities in same-day funds, called “swinglines,” had to be in place to cover a
few days of the maturities, with “backup” lines, often uncommitted, available for
the rest of the maturities.
Unrated paper soon required up to 10 basis points higher interest rates than
lower rated (A2, P2) ECP, which itself required 5 to 10 basis points more interest
than A1 and P1 rated paper. Ratings became increasingly important after sev-
eral major defaults in 1989 to 1990. By 1990, the ECP market had increased to
about $70 billion of outstanding issues. Citibank, a major ECP dealer, estimated
at the time that banks comprised about 45% of the investor market, corporations
and money managers and financial institutions 28% each. Among the banks were
those which managed substantial investment funds for their clients.
From the issuer’s point of view, ECP provided cheaper funds because the mar-
ket was pricing it and the issuer did not have to pay significant commitment fees
to banks. Accessing the ECP market permitted an issuer to tap into the main
investor base in the Euromarket, and represented a diversification of the issuer’s
sources of funding.
Dealers initially were enthusiastic about the rapidly expanding ECP market.
They wanted to assist existing and new clients for Euromarket services, to appear
well placed in the competitive rankings (league tables), and to profit from the
12 Global Capital-Raising and Trading
growth in the new market. Intense competition forced spreads down, squeezed
commissions, and spread too many programs among several dealers. Profits were
hard to come by. Of the top 10 dealers at the end of 1987, four (Merrill Lynch,
CS First Boston, S.G. Warburg, and Salomon Brothers) had withdrawn from the
market by the end of 1990. Subsequently, competitive conditions settled down
into a rated-only market, with fixed commissions of 3 to 5 basis points paid by
issuers to dealers.
ECP market developments also affected domestic markets. By the mid 1980s, it
was possible for issuers to swap dollar-denominated commercial paper into paper
denominated in any other major currency. Thus a market grew in “synthetic”
Euro-DM, Euro-sterling, and other Eurocurrency commercial paper, including the
predecessor to the Euro, the ECU. Such paper began to appeal to issuers from vari-
ous European and other countries, and this, in turn, put pressure on local regula-
tors to permit the development of domestic CP markets in several countries, such
as Japan, Germany, Britain, and France, that had never had commercial paper
markets before. The market has grown from $44 billion in 1986 to over $700 bil-
lion in 2008.
The development of the ECP market has been one of the more significant
innovations in international finance during the past three decades. The market
developed to fill a need by international investors for a spectrum of bearer money
market paper that was free from withholding and other taxes. Gradually, the spec-
trum widened to include lesser-quality names, including some speculative Latin
American issuers that were appropriately priced by the market. The new market
was successful enough to generate further innovation, standardized documenta-
tion, and (in time) mature pricing and distribution methods. Its reach extended
into note issuance facilities and medium-term notes (MTNs; discussed later in
this chapter), and stimulated the development of domestic CP markets almost
immediately all over the world. These impressive achievements are examples of
the fungibility of money in a marketplace in which capital movements are not
restricted, and transactions flow to where they may be most efficiently effected.
Meanwhile, some of the large wholesale banks began to see ECP as a threat to
their basic business of providing short-term credit to major industrial and gov-
ernment borrowers. As their clients moved into ECP, they left their bank loans
behind. Although the banks furnished the backup credit lines and swinglines
needed to access the ECP market, the profitability of these facilities was small in
relation to customary bank loans. Banks began to fear a repeat of their experi-
ence in the United States, in which the commercial paper market grew rapidly at
the expense of bank lending.
To remain competitive in offering short-term credit to their customers, the
banks introduced a family of revolving credit facilities, called note issuance
Foreign Exchange and Money Markets 13
facilities (NIFs). NIFs allowed clients the choice of drawing down a loan at an
agreed spread over LIBOR, or selling notes (ECP) through the banks at a lower
rate. Clients saw NIFs as a souped-up version of an ordinary ECP program, in
which all of the benefits of ECP were retained, while still securing the benefits
of a committed bank facility. Competition among banks for NIFs resulted in a
tightening of the market. Fees (a one-time fee for arrangement, and annual fees
for participation and commitment) were squeezed, as were the lending spreads
over LIBOR on loans drawn down under such facilities.
A NIF works as follows. An issuer enters into an agreement with a bank for a
$200 million revolving credit facility for, say, 7 years. The lead bank syndicates the
facility with other banks, according to the normal syndication process described
in Chapter 2. Funds drawn down under the facility can be repaid at will, without
penalty. The issuer agrees to obtain commercial paper ratings, which in this case
we can assume are A1 and P1. If the issuer decides to draw down $100 million
for six months, probably to roll it over continually, it has two choices. The issuer
notifies the bank that it wishes, as of a prescribed date, either to take down a
6-month loan at the rate provided in the loan agreement, say LIBOR + ¼%, or to
issue promissory notes in ECP form to a predetermined group of banks and deal-
ers (usually led by the NIF’s arranging bank) at whatever rate the dealer group
may offer for distribution to investors. If an ECP alternative superior to the bank
loan does not materialize, the banks are obligated to make the loan. Thus, for a
modest set of fees, the issuer can have his cake and eat it too. That is, he can have
the lower rates of the ECP market, and the guaranteed assurance that funds will
be forthcoming, regardless of market conditions.
Well-known, highly rated issuers may decide to forego the underwriting fea-
ture offered by NIFs and rely on their ability to continually resell maturing ECP.
Such issuers save the arrangement and participation fees charged by the banks,
but they must still pay something for backup and swinglines. Over the years, the
market has developed efficient pricing for the underwriting function.
A variety of additional NIF features have been introduced by innovative banks.
Among these are the ability to use NIFs more comprehensively—that is, for
notes issued either in the U.S. commercial paper or the ECP market, for nondollar
denominations of drawdown or rollovers, and for bank letters of credit to be used
to provide credit backing for issuers who are unable to obtain satisfactory ratings.
“Tap” features have also been provided to allow notes to be issued frequently, in
small amounts, to satisfy dealer demand. Such issues can involve “continuous ten-
der panels,” in which the placement agent announces daily a rate level at which
all bids will be accepted. Aggressive dealers will bid below that rate, to be sure to
obtain some of the paper being auctioned. Large U.S. commercial paper issuers,
especially those issuing directly (without dealers) often use the tap issue method
to obtain the best rates and to spread maturities widely. Direct issuers in the
United States account for more than half of all U.S. commercial paper outstand-
ings. Direct issuance is much less common in the ECP market, but, increasingly,
14 Global Capital-Raising and Trading
large issuers are resorting to self-underwritten tap issues to achieve the most effi-
cient use of the market.
E U R O M E DI U M T E R M N O T E S
Next in the continuous evolution of new money market products was the Euro
medium-term note (EMTN), which followed in the wake of an expanding ECP
market and the development of enhanced market activity for medium-term
notes in the United States. EMTNs cover maturities from less than 1 year to
about 10 years. They were issued, like Eurobonds, by large corporations and by
governments and their agencies from all around the world. Though EMTNs had
longer maturities, they retained some of the characteristics of commercial paper.
EMTNs offer an extension of ECP market practices over greater maturities, and
have had the effect of erasing the traditional boundaries between the short-term
money market and bond markets.
MTNs have been available in the United States since the early 1970s, but ini-
tially they were limited in use because of registration requirements and a lack of
a well-developed investor base for 1- to 5-year maturities. The introduction in
1984 of Rule 415, providing for “shelf registration” in the U.S. market, made it
possible to offer MTNs continuously in the public bond market. Distribution was
through dealers, or directly by large issuers such as GE Capital. Increased volatil-
ity in the fixed-income securities market, the steep yield curves prevalent in the
1980s, and the increasing sophistication of fixed-income traders attracted many
investors to MTNs in the mid-1980s. Further innovations in product design by
dealers and issuers—such as offering floating-rate, as well as fixed-rate returns,
deep-discount zero coupons, and multicurrency options—made the MTN into a
highly flexible and desirable investment vehicle. The domestic U.S. MTN market
matured during the period 1988–1992, during which new issue volume rose from
$38 billion to $192 billion. The market peaked in 2001, with outstandings over
$400 billion. Since 2004, however, the market has been drying up. Several reasons
exist for the collapse. Structured Investment Vehicles (SIVs) were important issu-
ers of MTNs. However, SIVs were hit hard by the global financial crisis in 2008,
and therefore stopped issuing MTNs. Moreover, many issuers of MTNs were in
the real estate industry, which was also hard hit by the global crisis. Also, MTNs
are typically over the counter and therefore not very liquid. Finally, the Securities
and Exchange Commission has indicated it will make issuing medium-term notes
more expensive, so potential issuers are naturally reluctant to set up MTN pro-
grams that may become more expensive than planned. Potential issuers explore
other financing arrangements.
The growth during the 1990s was largely because of the flexibility that MTN
programs offer to large, frequent borrowers, which, in the Euromarket, tend to be
sovereign governments and multinational institutions such as the International
Finance Corporation (an affiliate of the World Bank) or the European Bank for
Foreign Exchange and Money Markets 15
Ja he kääntyivät takaisin.
Eikä tämä ollut vielä mitään siihen varmuuteen verraten, jota hän
saattoi osoittaa laulussa! Diederich oli koulussa kuulunut parhaimpiin
laulajiin ja jo ensimäisessä lauluvihossa tiennyt ulkoa kaikki sivut,
miltä mikin laulu voitiin löytää. Nyt tarvitsi hänen vain
ylioppilaslaulukirjassa, mikä sijaitsi suurilla vaarnoilla olutlätäkön
keskellä, siirtää sormeaan löytääkseen ennen kaikkea ne numerot,
jotka piti laulettaman. Usein oli hän koko illan kunnioittavasti
presidentin huulilla, joka tahtoi tietää, tuliko hänen lempilaulunsa
esiin. Silloin hänen äänensä julisti urhoollisesti: "Sie wissen den
Teufel, was Freiheit heisst", ja hän kuuli paksun Delitzschin
vieressään murisevan ja tunsi olevansa onnellisesti kätkettynä tuon
matalan muinaissaksalaisen huoneuston puolihämärään, missä lakit
riippuivat seinällä, vastapäätä avattujen suiden piiriä, suiden, jotka
joivat samaa ja lauloivat samaa, oluen ja olutta hikoilevien ruumiiden
tuoksussa. Myöhemmällä hänestä tuntui siltä, kuin olisi hikoillut
kaikkien muiden kanssa yhtenä ja samana ruumiina. Hän oli
hukkunut yhdistykseen, mikä ajatteli ja tahtoi hänen puolestaan. Ja
hän oli mies, hän saattoi pitää itseään suuressa arvossa, hänellä oli
kunniansa, koska kuului tuohon yhdistykseen! Kukaan ei voinut
häntä siitä eroittaa eikä tehdä hänelle yksityisesti mitään! Yrittäisipä
vain Mahlmannkin sitä kerran: kaksikymmentä miestä nousisi häntä
vastaan Diederichin asemasta! Diederich suorastaan toivoi hänen
ilmestymistään, niin peloton hän oli. Jos hän mahdollisesti saapui
Göppelin kanssa, niin silloin tulivat näkemään, mitä Diederichistä oli
tullut, ja silloin hän tuli saaneeksi heille kostetuksi!
Kun pilaa kesti liian kauan, niin Delitzschin valkeat, ihraiset posket
painuivat, ja hän rukoili ja nöyrtyi. Mutta niin pian kun hän oli jälleen
saanut olutta, niin mikä kaikkisisältävä sovitus hänen hymyssään,
mikä kirkastus! Hän sanoi: "Sinä olet kuitenkin aika raato, kippis!" —
joi pohjaan ja koputteli ruukkunsa kannelle, huutaen: "Herra
ylijuomanlaskija!"
Jonkun ajan perästä sattui sillä lailla, että tuoli kääntyi Delitzschin
mukana ja hän itse pisti päänsä vesijohtotorven hanan alle. Vesi
roiskui, Delitzsch kirkui karkeasti tukahtuneella äänellä, ja pari
muuta syöksyi pesulaitoksen luokse hänen äänensä innostamana.
Jonkun verran vielä jurona, mutta tuoreen veitikkamaisena palasi
Delitzsch jälleen pöytään.
"No niin, nyt se taas luistaa", hän sanoi; ja: "Mistä te sitten olette
tällä välin puhuneet? Ettekö te sitten tunne mitään muita kuin
naishistorioita? Naisista ei ole mihinkään!" Vielä äänekkäämmin: "Ne
eivät ole happaman olutlasin arvoisia! Herra ylijuomanlaskija!"
Olut! Alkoholi! Ei tarvinnut muuta kuin istua, niin sitä sai yhä
enemmän ja enemmän, olut ei ollut keimailevien naisten kaltainen,
vaan uskollinen ja herttainen. Oluen ääressä ei tarvinnut mitään
tehdä, ei mitään tahtoa, ei mitään saavuttaa, kuten naisten parissa,
kaikki kävi itsestään. Kun kihmasi, niin oli jo jotakin saanut, tunsi
kohonneensa elämän korkeuksiin ja oli vapaampi ihminen, sisällisesti
vapaa. Poliisit olisivat saaneet vaikka piirittää koko huoneuston: olut,
joka nieltiin, muuttui sisäiseksi vapaudeksi. Ja tutkinnot eivät
huolettaneet. Oltiin "valmiita", oltiin tohtoreita! Täytettiin paikka
porvarillisessa elämässä, oltiin rikkaita ja tärkeitä, suurten tehtaiden
johtajia. Se, mitä elämässä tehtiin, vaikutti tuhansiin käsiin.
Olutpöydästä lähtien laajennuttiin koko maailmaan, aavistettiin
suuria yhteyksiä, yhdyttiin maailman sieluun. Niin, olut kohotti
ihmisen siinä määrin oman itsensä yläpuolelle, että hän tapasi
jumalan!
Toinen vastasi:
"Joskin."
"Moukka."
Diederich tokasi:
Diederich seisoi siinä vielä, otsa hiessä, sekavin tuntein. Äkkiä hän
huokasi syvään ja hymyili hitaasti.
Mutta kun Mahlmann hänet näki, niin hän purskahti ilman muuta
valtavaan nauruunsa, jonka Diederich oli melkein unhoittanut ja joka
sai hänet heti vastustamattomasti masentuneeksi. Mahlmann oli
tahditon! Hänen olisi toki pitänyt tuntea, että täällä hänen
patenttitoimistossaan koko Uusteutonia oli moraalisesti Diederichin
mukana ja että hänen olisi senvuoksi pitänyt osoittaa Diederichille
kunnioitusta. Diederichistä tuntui siltä, kuin olisi hän ollut
temmattuna erilleen tuosta voimia-antavasta yhteydestä,
yhdistyksestä, ja seisonut täällä yksityisenä ihmisenä erään toisen
edessä. Odottamaton, vastenmielinen tilanne! Sitä
teeskentelemättömämmin hän esitti asiansa. Oo, hän ei tahtonut
vippiään takaisin, sitä hän ei tullut koskaan vaatimaan keneltäkään
toveriltaan! Mahlmann saattoi olla vain niin suosiollinen, että lainasi
hänelle vekseliä vastaan. Mahlmann nojasi tuolinsa selustaa vastaan
ja sanoi leveästi ja itsestään ymmärrettävästi:
Diederich hämmästyneenä:
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