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Features of a Bond Issue

1. A bond indenture or deed of trust is a


detailed document which contains the essential
information regarding the bond issued.
2. A bond certificate which represent a
portion of the total loan i used.
3. If property is pledged as a security for the
bond issue, a trustee who will hold the title to the
property serving as the security is identified.
4. A bank or trust company is appointed as
the registrar or disbursing agent. The issuing firm
deposits the interest and principal payments to
the disbursing agents who will then distribute the
funds to the bondholders.
Bond Indentures
 The terms and conditions in a bond
issuance are determined in the
bond indenture which describes the
features of the bond issuance. The
bond indenture is sometimes called
a deed of trust. A financial
intermediary, normally a bank, acts
as a trustee and represents the
bondholders.
A bond indenture is a legal document that
contains the rights of the bondholders and
the corporation. Some of the possible
provisions in a bond indenture are as follows:

1. details of the terms of the


bonds issued
2. covenants
3. call provision
4. conversion provision
5. retirement provision
6. sinking-fund provision
Details of the Terms of the
Bond Issued

The following are the details of the terms of the


bond issued:
1. Nominal rate/Principal/Face amount of the
bond issuance - is the agreement as regards
the nominal rate to be used when
computing the interest and principal to be
paid on the maturity date.
2. Issue price - is the price with which inventors
can buy the bonds when they are first issued.
3. Maturity date - is the date on which the
issuer has to repay the nominal amount.
Covenants
Covenants are the part of bond
indentures that restrict certain
actions of the issuer, ex., incurring
additional obligations.

Two types of Covenants:


1. Protective covenants
2. Negative covenants
Protective covenants state the
actions or conditions which a
company should do.
Example:
a. A specified working capital ratio or a
specified level of working capital is a covenant that
recognizes the importance of having a sound
current position.
b. The accounting records must be maintained
in accordance with the International Accounting
Standards and International Financial Reporting
Standards. Financial statements must be timely
audited and submitted to the trustee.
c. The security used as the collateral must he
maintained in good order and running condition.
Negative covenants state the actions
or conditions which a company
should not do.
Example:
a. The acceleration clause states that if any of the
conditions in the bond indentures is breached, the trustee
may declare a default, causing the entire amount of the
principal along with the interest that has accrued all due
and demandable.
b. A prohibition on making additional loans
protects the bondholders from the risk of not being paid.
c. By disallowing the collateral to be used in
obtaining additional loans, existing bondholders are
protected from the dilution of the asset coverage of the
bond issue.
d. A limitation on the amount of
dividends which can be declared avoids
excessive dividends from being distributed
to the stockholders.
e. A restriction on investing which
reduces the cash in the company’s book
and, therefore, increases the risk of non-
payment, is also common.
f. A restriction on merging with another
company is also common because a
merger may impair the rights of the
bondholders.

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