Yankee Bonds and Cross‐Border Private Placements

With credit spreads and U.S. Treasury yields near historical lows and the recent relaxation of U.S. regulatory reporting requirements, the U.S. bond markets are more and more frequently the markets of choice for international issuers. Total cross‐border U.S. bond issuance is expected to top $200 billion in 1997, easily surpassing previous issuance levels. Overseas issuers have three primary forms through which they can participate in the U.S. long‐term debt markets: publicly traded, SEC registered bonds (commonly known as “Yankee” bonds); traditional private placements; and underwritten Rule 144A private placements. Each of these three financing methods has distinct benefits and limitations that should be thoroughly evaluated in light of the specific objectives of the issuer. Yankee bonds are typically the most cost‐efficient vehicle for large, investment‐grade issuers. The fastest growing segment is the rule 144A market, which accounted for 38% (by number, not dollar volume) of all U.S. cross‐border debt transactions in 1996. The Rule 144A structure is often used for complex structures requiring heavy rating‐agency involvement, such as future financial flow transactions and project financings. The 144A market has also become a particular favorite with international issuers because of its less formal disclosure requirements and streamlined execution process. The private placement market, which accounted for 24% of cross‐border transactions in 1996, continues to be the dominant choice of smaller issuers, companies with complicated “stories,” and firms that do not wish to submit to regular scrutiny by rating agencies. This article provides a detailed analysis of each type of bond issuance and the related issues facing a financial officer in trying to determine the most appropriate source of long‐term debt.