When a bond defaults and an “event of default” occurs, it can have significant implications for investors. These events can include the failure of the bond issuer to meet its obligations, such as paying interest or principal, or failing to adhere to financial covenants. Let’s explore what happens in such situations and how you can stay informed as a savvy investor.

Key Takeaways:

1. “Events of default” are explicitly outlined in the bond’s terms and conditions, which you can find in the offer documents. It’s essential to review these terms carefully.
2. Stay updated on the performance of the bond issuer by regularly checking announcements on the Singapore Exchange (SGX) website or in the news.
3. When a default occurs, there are three potential outcomes: debt restructuring, winding up, or judicial management. Each of these paths has different implications for bondholders.

The Implications of an “Event of Default”: An “event of default” can occur when the issuer fails to make interest or principal payments on the specified due date. Additionally, it can also arise if the issuer violates financial covenants, such as maintaining a certain ratio of net borrowings to total equity.

To protect investors, the bond issuer will define these “events of default” in the terms and conditions of the bond. As an investor, it’s crucial to note that a default can result in a partial or complete loss of your investment.

Monitoring the Financial Health of Bond Issuers: As an investor, it is your responsibility to stay vigilant and keep a close eye on your investment’s performance. Here are some steps you can take to assess the financial well-being of the bond issuer:

1. Singapore Exchange (SGX) Listing: If the bond or the issuer is listed on SGX, be sure to watch out for any relevant announcements concerning the bond or the issuer.
   • Listed issuers on SGX are required to disclose their financial statements quarterly or semi-annually. The annual report must also be made public.
   • Even if the issuer is not listed on SGX, but its bonds are, they are still obligated to disclose their financial statements as approved by SGX. You can find these disclosure arrangements in the bond’s offer documents.
   • Regularly review the periodic financial statements, annual reports, and other published documents to stay informed about the issuer’s financial situation.
2. Industry Outlook and News Reports: Keep an eye on news reports that provide insights into the financial position of the issuer and the outlook for its industry. These reports can offer valuable information to aid your investment decision-making process.

Making Informed Decisions

Based on the information you gather about the issuer’s financial status, you will need to evaluate whether holding onto the bonds is still a sound decision or if it’s prudent to sell part or all of your investment. If necessary, seek professional advice to make well-informed choices aligned with your investment goals.

Important Note: If you are a bondholder and have concerns regarding the company’s compliance with SGX’s listing rules or suspect possible market misconduct, you can reach out to SGX. As the frontline regulator, SGX is responsible for maintaining a fair, orderly, and informed market by administering a robust regulatory framework.

Consequences of Issuer Defaults and Possible Outcomes

When an issuer defaults or is at risk of defaulting on its obligations, it can lead to significant consequences. There are three potential outcomes that may arise in such situations: debt restructuring, winding up, or judicial management. Let’s delve into each of these outcomes to understand their implications.

Debt Restructuring

When an issuer faces financial distress, it may opt for debt restructuring as a means to address its challenges. The goal of debt restructuring is to renegotiate and modify the terms of the bond, providing relief to the issuer and preventing a potential default.

Debt restructuring can take various forms, including:

1. Reducing the owed amount: In this scenario, the investor may receive less than the initially promised amount.
2. Extending the tenure of the bonds: By extending the repayment period, the issuer gains more time to repay the principal.
3. Debt-to-equity exchange: The issuer may offer shares in exchange for the bond, effectively converting the debt into equity. As a result, the investor would no longer be entitled to the principal or coupons but would become a shareholder in the issuer.

To facilitate debt restructuring, the issuer typically engages in a consent solicitation exercise, seeking bondholder approval to modify the bond terms. During this process, bondholders are presented with proposed terms and explanations by the issuer, and they have the option to vote on an extraordinary resolution to approve the modifications.

If you are a bondholder, carefully review the proposed terms and the issuer’s provided explanations before deciding whether to approve the proposal by delivering voting instructions as outlined by the issuer.

Winding Up

In cases where a financially distressed issuer fails to successfully restructure its debt, it may encounter difficulties fulfilling its payment obligations under the bonds, potentially leading to a default. When an issuer is unable to meet its debts, it may ultimately face winding up.

Winding up refers to the process of liquidating the issuer’s assets to repay its creditors, including bondholders. This involves a systematic distribution of the available assets to satisfy outstanding debts. Bondholders may receive partial or reduced payments, depending on the overall financial situation of the issuer.

In extreme cases, where winding up is deemed necessary, the issuer’s operations are typically ceased, and its assets are sold off to settle the outstanding obligations.

Understanding the potential outcomes when an issuer defaults or faces financial distress is crucial for bondholders. Debt restructuring offers a means for issuers to renegotiate bond terms and potentially avoid default. However, if debt restructuring fails, winding up becomes a possibility, leading to the liquidation of the issuer’s assets to repay creditors.

Winding Up and Judicial Management: Implications for Bondholders

Winding Up

When a company undergoes the process of winding up, it can occur either voluntarily or by court order. During this process, the company ceases its operations, and its assets are liquidated. The proceeds from the sale of these assets are distributed to creditors, including bondholders, ahead of shareholders.

To prioritize the distribution of assets, issuers may structure their debt into different classes, typically senior debt and junior debt. Senior debt, often secured, is given priority in repayment, followed by junior debt, which is typically unsecured. It’s important to note that bondholders may not receive the full or partial repayment of their investment, as it depends on the total proceeds generated from the liquidation. For example, if the issuer’s assets are insufficient to cover the payment obligations of secured bonds, holders of unsecured bonds may not receive any repayment.

Judicial Management

An alternative to winding up for companies incorporated in Singapore is the application for judicial management, which can be initiated by the company or its creditors. When a company is placed under judicial management, it receives protection from creditor claims. However, bondholders are unlikely to receive coupon or principal payments during this period.

Under judicial management, a judicial manager assumes the responsibilities of the company’s board of directors and manages the business with the objective of either facilitating its survival or realizing the assets for the benefit of creditors without liquidating the company.

The judicial manager prepares a statement of proposals, which outlines potential strategies for the company’s survival, and presents it to the creditors. The creditors then convene a meeting to decide whether to approve the proposed strategies presented by the judicial manager.

Frequently Asked Questions:

1. Which option should bondholders choose: debt restructuring, liquidation, or judicial management?
   • The choice depends on individual perspectives and circumstances. Some investors may prefer debt restructuring as it offers a chance of recovering at least part of their investment. Liquidation can be a lengthy process with potential legal costs. Others may opt for immediate repayment or prefer giving the issuer an opportunity to improve its financial position through judicial management.
2. What is the role of a trustee in bond issuances?
   • A trustee is appointed by the issuer to represent the bondholders. They are responsible for carrying out their duties with reasonable care and skill. The trustee’s obligations and responsibilities are outlined in the trust deed, which also includes provisions for protecting bondholders’ rights and interests.
3. How can bondholders enforce their rights in the event of a default?
   • Bondholders can enforce their rights under the trust deed when the issuer fails to meet its obligations. Trust deeds often require a certain percentage of bondholders (e.g., 25% of the principal amount) to instruct the trustee to take action. This may involve demanding immediate repayment, enforcing security (if applicable), or initiating a winding-up application. Collective enforcement through the trustee allows bondholders to act as a unified group and mitigate individual actions that could lead to greater losses.
4. What is indemnity and pre-funding in the context of bondholders’ requests to trustees?
   • Trust deeds commonly grant trustees the right to seek indemnity and pre-funding from bondholders before taking requested actions. This allows trustees to cover potential costs and legal liabilities associated with the requested actions. Trustees need to verify that the request comes from beneficial owners of the bonds and that the bond value meets the threshold specified in the trust deed. Bondholders holding bonds through custodians or nominee banks should work with them to provide necessary information and documents for verification, which may take time.

Understanding the implications of winding up and judicial management is crucial for bondholders. It is essential to stay informed, actively participate in discussions, and seek professional advice to protect investment interests. Contact our financial advisor for personalized financial planning and expert guidance in making informed investment decisions.