Key Takeaways
- Secured bonds have collateral; debentures are unsecured.
- Seniority determines claim priority in liquidation.
- Callable bonds benefit issuers; putable bonds benefit investors.
- Convertible bonds trade lower coupons for equity upside.
- Investment grade is BBB-/Baa3 and above; junk is below.
- Credit spreads widen when default risk rises.
- Corporate bond interest is fully taxable.
Corporate Bonds
Corporate bonds are debt securities issued by corporations to raise capital. They offer higher yields than government securities but carry additional credit risk.
Corporate Bond Basics
| Feature | Description |
|---|---|
| Issuer | Corporations (public and private) |
| Maturities | 1-30 years (typically 5-10 years) |
| Interest | Usually semi-annual coupon payments |
| Trading | Most trade over-the-counter (OTC) |
| Credit Risk | Varies widely by issuer |
| Tax Treatment | Fully taxable (federal, state, local) |
Secured vs. Unsecured Bonds
Secured Bonds (Backed by Collateral)
| Type | Collateral | Risk/Return |
|---|---|---|
| Mortgage Bonds | Real property (real estate, land) | Lower yield |
| Equipment Trust Certificates | Equipment (railroads, airlines, ships) | Lower yield |
| Collateral Trust Bonds | Financial assets (stocks, bonds) | Lower yield |
Advantage: If issuer defaults, bondholders can claim specific assets.
Unsecured Bonds (Debentures)
| Type | Characteristics | Risk/Return |
|---|---|---|
| Senior Debentures | Paid before subordinated debt | Moderate yield |
| Subordinated Debentures | Paid after senior debt | Higher yield |
Debentures are backed only by the issuer's creditworthiness and general assets—no specific collateral.
Seniority Hierarchy (Liquidation Order)
If a company goes bankrupt, claims are paid in this order:
| Priority | Claim Type |
|---|---|
| 1 (Highest) | Secured bondholders (to extent of collateral) |
| 2 | Senior unsecured bondholders |
| 3 | Subordinated bondholders |
| 4 | Preferred stockholders |
| 5 (Lowest) | Common stockholders |
Key Point: Bondholders are paid before stockholders in bankruptcy.
Special Bond Features
Callable Bonds
| Feature | Description |
|---|---|
| Call Feature | Issuer can redeem before maturity |
| Call Protection | Period when bond cannot be called |
| Call Premium | Amount above par paid at call |
| Benefit | Issuer can refinance at lower rates |
| Risk | Limits investor upside; reinvestment risk |
When Called: Interest rates have fallen—issuer refinances at lower rate, investor loses high-coupon bond.
Putable Bonds
| Feature | Description |
|---|---|
| Put Feature | Investor can force early redemption |
| Benefit | Protection against rising rates |
| Yield | Lower than comparable non-putable bonds |
When Exercised: Interest rates have risen—investor "puts" bond back to get cash to reinvest at higher rates.
Convertible Bonds
| Feature | Description |
|---|---|
| Conversion | Can exchange for common stock |
| Conversion Ratio | Number of shares per bond |
| Conversion Price | Implied price per share |
| Yield | Lower than non-convertible (equity upside) |
| Best When | Stock price rises significantly |
Example:
- Bond converts to 40 shares (conversion ratio)
- $1,000 par ÷ 40 shares = $25 conversion price
- If stock rises above $25, conversion becomes attractive
Zero-Coupon Bonds
| Feature | Description |
|---|---|
| Interest | None—sold at deep discount |
| Interest Rate Risk | Maximum (long duration) |
| Reinvestment Risk | Zero |
| Taxation | Annual phantom income tax |
Credit Ratings
Credit ratings assess the probability of default:
| S&P/Fitch | Moody's | Classification | Risk Level |
|---|---|---|---|
| AAA | Aaa | Prime | Lowest risk |
| AA+, AA, AA- | Aa1, Aa2, Aa3 | High grade | Very low |
| A+, A, A- | A1, A2, A3 | Upper medium | Low |
| BBB+, BBB, BBB- | Baa1, Baa2, Baa3 | Investment grade cutoff | Moderate |
| BB+, BB, BB- | Ba1, Ba2, Ba3 | Speculative | Higher |
| B+, B, B- | B1, B2, B3 | Highly speculative | High |
| CCC and below | Caa and below | Substantial risk | Very high |
| D | C | In default | Maximum |
Investment Grade: BBB-/Baa3 and above High Yield (Junk): BB+/Ba1 and below
Credit Spread
Credit spread = Corporate bond yield − Treasury yield of same maturity
| Spread Behavior | Indicates |
|---|---|
| Widening | Increased credit concern; more risk aversion |
| Narrowing | Improved confidence; more risk appetite |
Credit spreads typically widen during recessions and narrow during expansions.
In Practice: How Investment Advisers Apply This
Portfolio construction:
- Use investment-grade corporates for income with moderate risk
- Consider high-yield for aggressive income strategies
- Convertibles for equity-like upside with bond-like downside
- Match credit quality to client risk tolerance
Risk considerations:
- Callable bonds have reinvestment risk
- Subordinated debt has higher loss severity in default
- Credit spreads indicate market sentiment about default risk
On the Exam
The Series 65 exam tests your understanding of:
- Secured vs. unsecured: Mortgage bonds, debentures
- Seniority: Secured > Senior unsecured > Subordinated > Equity
- Callable bonds: Benefit issuer; reinvestment risk for investor
- Convertible bonds: Exchange for stock; lower coupon
- Credit ratings: Investment grade (BBB-/Baa3 and above) vs. junk
Expect 2-3 questions on corporate bonds. Common formats include identifying bond types and understanding callable/convertible features.
Key Takeaways
- Secured bonds are backed by specific collateral; debentures are unsecured
- Seniority: Secured > Senior > Subordinated > Preferred > Common
- Callable bonds benefit the issuer (can refinance at lower rates)
- Putable bonds benefit the investor (can sell back if rates rise)
- Convertible bonds have lower yields but stock upside potential
- Investment grade: BBB-/Baa3 and above; Junk: BB+/Ba1 and below
- Credit spreads widen when risk increases; narrow when confidence returns
- All corporate bond interest is fully taxable
A debenture is:
A callable bond primarily benefits:
Which of the following represents the cutoff between investment grade and high-yield (junk) bonds?