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Pandemic Shows Corporates Which Credit Analysts See Beyond the Crisis

Volatility and uncertainty boost the importance of analysts with experience and perspective.

The pandemic has been a first-of-its-kind challenge for corporates, their banks and investors, each trying to make sense of extreme circumstances and forecast what it all might mean. Credit rating agencies face their own challenges and are taking different approaches to the crisis that, according to participants in a recent NeuGroup meeting for large-cap companies, reflect relative strengths and weaknesses.

  • One member whose company had plenty of liquidity to weather the storm opined that Moody’s Investors Service had a “more mature attitude, looking through the crisis and not panicking,” while S&P Global was “crunching numbers and not treating this as a unique short-term situation.”
  • That corresponded with what one portfolio manager said at a different NeuGroup meeting. He called Moody’s approach more measured, the agency more willing to give companies a “Covid mulligan.”

Volatility and uncertainty boost the importance of analysts with experience and perspective.

The pandemic has been a first-of-its-kind challenge for corporates, their banks and investors, each trying to make sense of extreme circumstances and forecast what it all might mean. Credit rating agencies face their own challenges and are taking different approaches to the crisis that, according to participants in a recent NeuGroup meeting for large-cap companies, reflect relative strengths and weaknesses.  

  • One member whose company had plenty of liquidity to weather the storm opined that Moody’s Investors Service had a “more mature attitude, looking through the crisis and not panicking,” while S&P Global was “crunching numbers and not treating this as a unique short-term situation.”
  • That corresponded with what one portfolio manager said at a different NeuGroup meeting. He called Moody’s approach more measured, the agency more willing to give companies a “Covid mulligan.”
  • Several peer group members said S&P tends to rotate lead analysts regularly, whereas senior analysts at Moody’s often had followed their companies for years, even decades.

People vs. methodologies. Much about credit analysis depends on the person behind it. A member’s company whose business includes two sectors struggled with an S&P analyst who only focused on one sector and maintained the same rating for a decade. When the analyst retired early, “It was a game changer for us,” the treasurer said.

  • The Moody’s rating, however, was still a couple of notches lower, so the treasury team engaged with the rating agency, which ultimately replaced its analyst with someone who brought new perspective. The treasurer made a concerted effort over the next 18 months to educate the analyst, and the rating climbed to investment grade.
  • The company was already investment grade with Fitch Ratings and S&P, so “by the time we got our second-notch movement, spreads tightened by a good 10 basis points, and with the last move we probably saw another 10,” he said.
  • “It’s the analyst that matters; not the agency,” a peer added. “You need to get someone you click with and has a good understanding of your industry.” 

Methodologies at crossroads.  Indeed, the analyst’s understanding has become ever more important, according to a former ratings analyst now at a major bank. He told members that the rating agencies have struggled since the onset of the pandemic because debt is now dirt cheap, shareholder buybacks have grown in importance and business profiles are being disrupted.

  • “A lot of the standard ratings methodologies simply don’t work that well anymore,” he said, adding that treasurers have likely seen ratings that differ significantly from what the methodology inputs would dictate.
  • “It’s very perception-based at the moment, and a lot of it relies on how experienced the analyst is. So there are wide variations because the methodologies don’t work,” he said.

Time to negotiate. Change can provide leverage to negotiate. One member cited success negotiating fees with Moody’s but not S&P, although the latter agency indicated it may be open to negotiating the ratings fee on large offerings—probably in the range of $5 billion—if not the annual fee.

  • “Moody’s was the other way around,” he added. “They’ve been willing to work with us on the annual fee.”
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Taking A Second Look: Corporates Reconsider Cryptocurrencies

Members share their curiosity about embracing cryptocurrency amid more regulation.

Efforts by central banks and finance ministers to block the widespread use of digital currencies until strong regulation is in place—along with the emergence of new types of currencies—are leading some corporates to reconsider earlier decisions to avoid accepting cryptocurrencies as payment.

  • That is among the takeaways from a discussion at a recent meeting of NeuGroup for Retail Treasury, sponsored by U.S. Bank, during which one member said her company, encouraged by the outlook for regulation, is actively considering options to accept digital currency in the future.

Members share their curiosity about embracing cryptocurrency amid more regulation.

Efforts by central banks and finance ministers to block the widespread use of digital currencies until strong regulation is in place—along with the emergence of new types of currencies—are leading some corporates to reconsider earlier decisions to avoid accepting cryptocurrencies as payment.

  • That is among the takeaways from a discussion at a recent meeting of NeuGroup for Retail Treasury, sponsored by U.S. Bank, during which one member said her company, encouraged by the outlook for regulation, is actively considering options to accept digital currency in the future.

In the news. On Tuesday, the Financial Stability Board issued recommendations for the regulation, supervision and oversight of global stablecoins—such as Libra, a stablecoin proposed by Facebook—which aim to counter the high volatility of crypto assets like Bitcoin by tying the stablecoin’s value to other assets, including sovereign currencies.

  • On the same day, financial leaders of the world’s seven biggest economies reiterated their opposition to unregulated digital payment services, stating that “no global stablecoin project should begin operation until it adequately addresses relevant legal, regulatory, and oversight requirements.”
  • “You’re going to see a lot more government-related actions, and a lot more focus on that area,” the NeuGroup member whose company is now interested cryptocurrency said late last month.
    • “I think governments are taking a more detailed look at what this really needs and how that could complement their financial systems.”
  • Another member agreed that recent developments—including news about Libra—have piqued their interest, saying, “It’s something we’re keeping our eye on, but haven’t pulled the trigger yet. It’s worth watching closely.”

Mixed reactions and experiences. To be sure, not all the treasurers at the meeting had the same level of interest, with some expressing a cautious curiosity and one saying the issue “isn’t even on our radar.”

  • One member said their company attempted to accept cryptocurrency payments nearly ten years ago. “Merchants did not necessarily want to adopt because it was so volatile,” she said. “One day it could be worth $10, another day it could be a thousand. You didn’t know what you were getting on any specific day. So we shut that down as an option.”
  • Another treasurer said an online-only competitor needed to implement a workaround to accept bitcoin. “They were accepting it through a wallet that would access intermediaries that the customer wanted to use, and they would flip it to US dollars that would actually transact on site,” he said. “They were also keeping a portion of it, which created some accounting issues on their balance sheet.”
  • The member whose company stopped accepting cryptocurrency agreed that there are complications having digital currency on a balance sheet. “Accounting regulations-wise, how you deal with a crypto asset or liability isn’t that straightforward,” she said. “Depending on who you are, where you are, you have to take your own rules and decide how you deal with it.”

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A Virgin Bond Deal, Community Investment and Frustration With Banks

Takeaways from the Tech20 High-Growth Treasurers’ Peer Group 2020 H2 meeting, sponsored by Bank of the West / BNP Paribas. 

By Joseph Neu

Wanted: A better bank user experience. The user interface (UI) and user experience (UX) is a key success driver for high-growth technology companies. So when their banks fail to deliver a quality UI/UX, growth tech treasurers get frustrated. Work from home, of course, has made what used to be digital nice-to-haves into must-haves.

Takeaways from the Tech20 High-Growth Treasurers’ Peer Group 2020 H2 meeting, sponsored by Bank of the West / BNP Paribas. 

By Joseph Neu

Wanted: A better bank user experience. The user interface (UI) and user experience (UX) is a key success driver for high-growth technology companies. So when their banks fail to deliver a quality UI/UX, growth tech treasurers get frustrated. Work from home, of course, has made what used to be digital nice-to-haves into must-haves.

  • Electronic bank account management (eBAM) promises are seen by members as mostly a lie—banks seem to roll out products in line with their own agenda rather than that of their clients. So a bank that asks, “What can I do for you?” and listens and delivers on what they learn can go far with treasurers in growth tech.

Community impact appeals to a growth-tech mindset. In a session on ESG, sustainability and impact investment solutions, members said that having a positive community impact is part of their growth-company DNA and what makes employees feel good about working for an employer.

  • That means treasury needs to make room for impact investment best practices in policy early on. And that includes guiding cash toward minority and community development financial institutions (CDFIs) active in geographies where these companies have a significant presence.

A pandemic is a good time for a virgin bond. It turns out, based on a member case study, that the Covid-19 crisis is an ideal time for a virgin bond deal. Zoom sessions make it efficient to get a credit rating and work with banks as well as outside counsel.

  • It still proved time-consuming and challenging for one small treasury team, but with the help of a project manager, they were able to bring it all together and capitalize on great debt capital market conditions.
  • Add a huge appetite for tech company debt and getting lucky with the issue window, and the bond transaction ended up being a very satisfying experience. You never forget your first debt deal.
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The Cup Runneth Over: Corporates Awash in Cash Mull Options

Treasurers discuss concerns about companies rushing to deploy cash too quickly.

When uncertainty abounded at the start of the pandemic, companies drew down revolvers, issued debt, cut capital expenditures (capex), halted share repurchases—whatever it took to conserve cash for the troubling times ahead.

  • A few months later, after massive government stimulus and a recovering economy, many are awash in cash and trying to figure out what to do with it—or not do with it.
  • At a recent NeuGroup meeting for large-cap companies, several treasurers said their companies’ cash balances are several times higher than normal, echoing a refrain being heard across the NeuGroup Network this fall.

Treasurers discuss concerns about companies rushing to deploy cash too quickly.

When uncertainty abounded at the start of the pandemic, companies drew down revolvers, issued debt, cut capital expenditures (capex), halted share repurchases—whatever it took to conserve cash for the troubling times ahead. 

  • A few months later, after massive government stimulus and a recovering economy, many are awash in cash and trying to figure out what to do with it—or not do with it.
  • At a recent NeuGroup meeting for large-cap companies, several treasurers said their companies’ cash balances are several times higher than normal, echoing a refrain being heard across the NeuGroup Network this fall.

Temptation and perspective. Among the fresh insights about excess cash voiced at the large-cap meeting: Treasury’s role in keeping corporates from making potentially rash short-term decisions designed to keep activists and Wall Street analysts happy. 

  •  “I worry about the temptation for senior management and the board to deploy cash as quickly as possible,” one treasurer said. 
  • As a result, treasury may need to add perspective when C-Suite leaders who previously considered an M&A deal out of reach reconsider as cash balances rise.
  • One member said his team seeks to keep management focused more on the company’s net debt level and less on reducing cash. “That’s what we actually talk about in earnings calls—the change in net debt year to date, and when we think about deleveraging,” he said.

Better safe than sorry. The size and timing of more federal aid to address the pandemic and anticipated rise in infections remains uncertain, prompting treasurers to recommend caution.

  • “Enough uncertainty remains that we can tell the story: We’ll continue to monitor cash and slowly drift [the level] back down,” a treasurer at a large manufacturer said.
    • “That’s absorbing a lot of time and thought around just what is that strategy, and how does it look over the next year or so.”

Step out on the yield curve? Terming out cash to pick up extra basis points is the approach one member’s team is contemplating. Other treasury teams are considering alternative asset classes (see this story). 

  • Some corporates, though, may want to reduce at least some cash, especially those with higher revenues expected during the holiday season.
  • That’s not so easy when capex has already been slashed, and the social justice movement poses political risks for companies rewarding investors before employees and their communities during a pandemic. 
  • “We’ve seen some companies turn on share repurchases with the caveat that they’re increasing wages,” one member said, adding his company is thinking through when to resume repurchases given that Covid looks far from over. 

Street pressure. Some Wall Street firms are pushing liability management to take advantage of historically low rates. 

  • But one treasurer said that after paying up to issue precautionary liquidity, some companies must now pay a premium to buy back the debt, making it better to hold on to the cash in case the pandemic worsens and the extra funds are needed. “We’re in wait and see mode,” the treasurer said.
  • Another member described a recent exercise in which his team reviewed peers’ capital structures and had to explain to the board why a competitor has lower weighted average coupons and maturities. 
  • “We had to remind the board that the company had to pay up for that, put cash upfront in order to refinance into a longer term,” he said.
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Hunting Yield: Investment Managers Weigh TIPS, Munis, Credit Risk

Treasury investment managers weigh options for finding returns in a low-rate environment.

Treasury investment managers looking to boost returns in the current low interest-rate environment discussed a range of options at a recent NeuGroup meeting sponsored by Morgan Stanley, including Treasury inflation-protected securities (TIPS) and municipal bonds.

  • “We’re looking for alternative investment ideas to get attractive yield,” one member said. Her company is looking to return to investing overseas cash in low volatility net asset value (LVNAV) money market funds, an asset class it exited in March.
  • Another investment manager said, “We are flooded with short-term cash, which is not great,” adding that her company is trying “to figure out how to deal with low rates.”

Treasury investment managers weigh options for finding returns in a low-rate environment.

Treasury investment managers looking to boost returns in the current low interest-rate environment discussed a range of options at a recent NeuGroup meeting sponsored by Morgan Stanley, including Treasury inflation-protected securities (TIPS) and municipal bonds. 

  • “We’re looking for alternative investment ideas to get attractive yield,” one member said. Her company is looking to return to investing overseas cash in low volatility net asset value (LVNAV) money market funds, an asset class it exited in March.
  • Another investment manager said, “We are flooded with short-term cash, which is not great,” adding that her company is trying “to figure out how to deal with low rates.”

Why not reach for yield? In a discussion about credit risk, one member asked why investors who believe in the idea of a “Fed put” would not reach for yield during “a carry trade environment” where it “feels like fundamental research matters less and less.”

  • Earlier, a Morgan Stanley portfolio manager said that it is “hard to think credit is wildly attractive here” given the contraction in spreads since March and that recovery “will mean tighter spreads than today.”
  • In response to the member’s question, he agreed with the idea of a Fed backstop and said he has a hard time seeing a scenario where “spreads blow back out.”
  • He said that if spreads widened from about 130 now to 145 to 150, “we would buy.” But he said that things may not go as the market expects and recommends investors be selective. 

Tri-party repos, anyone? One manager is using tri-party repos, where a clearing bank acts as an intermediary and alleviates the administrative burden between two parties engaging in a repo. She said her company “disregards collateral” and proceeds if her team is “comfortable with the bank risk.” 

  • The company is also investing in three-to-five year financial and nonfinancial corporate bonds.
  • It holds short-term government paper, including some Swiss and Japanese issues swapped back into dollars and yielding about 40 basis points.
  • The manager is considering buying muni bonds, in part because she believes the timing is likely better now for investors than issuers.

Mulling munis. Other members asked about munis and one who invests in them offered to discuss offline the approach the company takes. 

  • The member who owns munis believes that another round of fiscal stimulus could benefit the asset class.  
  • A Morgan Stanley portfolio manager said munis may make sense for some corporates, depending on their tax situation and what happens to corporate tax rates after the election. 
  • A municipal strategist at Morgan Stanley estimates states will lose $180 billion and local governments $90 billion in revenue through mid-2021 because of the pandemic and recession.
  • He said while there may be downgrades and different states will make different choices affecting credit ratings, “I don’t think default is the way to frame the discussion.”

TIPS debate. In response to one member who expressed interest in TIPS but has not figured out how they fit it to the company’s overall strategy, another member offered to put the first in touch with a “TIPS expert” who has done internal modelling with machine learning.

  • A Morgan Stanley manager, who said TIPS had performed poorly in March and April, warned that “TIPS aren’t Treasuries” and that they have a “huge liquidity premium.” He said TIPS have a high correlation to high-quality corporates and “the extra yield doesn’t look that attractive.”
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Talking Shop: How Well Does Quantum Manage Interest Rate Swap Accounting?

Member question: “For those who use Quantum as their TMS, do you also leverage Quantum for hedge accounting, and if you do, does Quantum (in your opinion) manage interest rate swap accounting well?

  • “We have been using Reval for a while, but just wanted to know if people have been able to leverage Quantum V6+ for hedge accounting, including interest rate swaps.”

Member question: “For those who use Quantum as their TMS, do you also leverage Quantum for hedge accounting, and if you do, does Quantum (in your opinion) manage interest rate swap accounting well?

  • “We have been using Reval for a while, but just wanted to know if people have been able to leverage Quantum V6+ for hedge accounting, including interest rate swaps.”

Peer answer 1: “When we put our interest rate forward starting swaps in place a few years back, Quantum did not have the accounting capabilities to handle what we needed so it was kept offline in Excel. That could be different now in 6.9, but we have not explored what is possible in the new version.”

Peer answer 2: “When we deployed Quantum, we were ‘sold’ the IRS functionality, but it never materialized. We had previously used Reval for IRS and FIS’s Sungard for our TMS. We hoped Quantum would bring it under one roof, but we had to stick with Reval for the IRS piece.

  • “We ultimately moved away from Reval and to Chatham. We are very pleased with Chatham and use them for FSSs, IRSs, and XCSs.”

NeuGroup Insights offered FIS Quantum the opportunity to comment. A spokeswoman for FIS declined.

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Taking the Right Steps on the Road to Robotic Process Automation

A risk manager warns that RPA should not be used a Band-Aid.

One NeuGroup member recently described to peers the benefits and challenges of using robotic process automation (RPA) and robotic desktop automation (RDA), a form of RPA that requires humans to trigger an action performed by a bot.

  • The member adopted automation to document trades his team previously input manually into its treasury management system (TMS), a time-consuming task that also introduces the possibility of human error.
  • The new process, using software from UiPath, has required hours of training, programming and documentation, but has led to faster, more reliable tracking of data, the member said.
  • His presentation showed the steps involved in the process of documenting a cash flow hedge in the TMS.

A risk manager warns that RPA should not be used a Band-aid.

One NeuGroup member recently described to peers the benefits and challenges of using robotic process automation (RPA) and robotic desktop automation (RDA), a form of RPA that requires humans to trigger an action performed by a bot.

  • The member adopted automation to document trades his team previously input manually into its treasury management system (TMS), a time-consuming task that also introduces the possibility of human error. 
  • The new process, using software from UiPath, has required hours of training, programming and documentation, but has led to faster, more reliable tracking of data, the member said.
  • His presentation showed the steps involved in the process of documenting a cash flow hedge in the TMS.

The next stage. The member explained some of his vision for RPA use: “Right now, that bot is on a desktop, the real benefit is pushing that to the server. The long-term ambition is the trades go into our TMS, they get picked up by the bot that creates all the trade deals, and then creates the validation reports.”

  • Moving to RPA on the server will free up more time for the team.

Not so fast. Like other NeuGroup sessions on RPA, this one included a healthy dose of warning about automating a flawed process. The presenting member advises companies considering RPA first look at how their own processes can be made more efficient.

  • “Come in with the basic principle that RPA/RDA shouldn’t be used as a Band-Aid,” he said.
  • “These systems shouldn’t be used to mend a broken process. You need to go back first and look at the process itself and see if the process can be fixed rather than creating this as a patch.”
  • Custom-made bots require extensive programming to create and training to use, so the member said the first step is to evaluate if the process that they automate is truly valuable. 

Documentation and understanding. The member stressed the importance of creating documentation alongside bots, so new employees can understand the actual process itself, an additional resource commitment.  

  • “There needs to be a standard approach on how these are put together,” he said. “It’s a relatively heavy lift in terms of documentation, and what will allow us to make changes like this to the underlying systems.” 
  • Another member who uses similar software has concerns about overreliance on bots. “When I transition out of my role and someone comes in, I can familiarize them to some degree, but they have to go out there and really understand what everything is created to do,” he said. 
    • “You’re really just pushing a couple of buttons rather than performing the work in-house—you lose some of the understanding of the process.” 

The resource commitment. Though some members have had positive experiences with automation, one warned that, depending on what you are automating, it might not be worth it.  

  • “Automation needs prioritization from a senior level and buy-in on the system resource side, as it takes up a lot of time to train the users who ultimately use the process,” he said. “The initial training is time-consuming, and the resource challenge for IT is massive.” 
  • Another member found that the annual cost of creating the system and paying for a server to implement full-process automation was equivalent to the salary of two full-time employees and couldn’t justify the trade-off. “It’s not going to help me two FTE’s worth. I could never make that pay off,” he said.

Inside job. Another member who implemented RPA uses internally developed tools rather than a platform like UiPath. “We’re also implementing a lot of automatic processes that comply with our audit procedures with very intentional human intervention,” he said. “We have tools built in-house through software engineers in treasury. When it comes to interfacing, we code it directly in-house.” 

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Why Some Bankers May Root for a Democratic Sweep

Founder’s takeaways from the Bank Treasurers’ Peer Group’s first fall meeting.
 
By Joseph Neu

Members of the BTPG have been meeting in the spring for 16 years running, and debuted their Fall Edition meeting this week, sponsored by Morgan Stanley. Here are a few takeaways I want to share.

Founder’s takeaways from the Bank Treasurers’ Peer Group’s first fall meeting.
 
By Joseph Neu

Members of the BTPG have been meeting in the spring for 16 years running, and debuted their Fall Edition meeting this week, sponsored by Morgan Stanley. Here are a few takeaways I want to share.
 
Banks have enough capital. The expectation is that US banks will pass the next two stress tests, even with with Covid-19 inspired stress scenarios, indicating everyone is well capitalized.

  • This will free up buybacks and dividends for those that halted them for political reasons. 

War for deposits is over.  The massive liquidity infusion by the Fed, stimulus and an unfriendly rate environment has ended the war for deposits that banks in the US were waging pre-Covid.

  • Instead, US banks are turning away deposits, especially by adjusting pricing and fee to discourage them.
  • Indeed, if you take a close look at ECR and other fees, you may already be paying your bank to hold your money, or effective negative pricing,

A Democratic sweep is NIM (net interest margin) friendly. The outlook for the banking sector will be much improved if the Democrats take the White House and the Senate in the upcoming election.

  • This would end the logjam on fiscal stimulus, making bank reserves for credit losses suddenly excessive.
    • With infrastructure spending likely as well, this will push up inflation expectations to the point where the long end of the curve may rise and become more NIM-friendly—all good news for banks.
  • The bad news is that the regulatory edicts that raise their cost of capital and liquidity will tick up, too, and banks are already losing their competitive edge to less-regulated funding platforms.
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Tonic for Zoom Fatigue: Shorter Meetings—and a Day Without Them

NeuGroup Members discussed their approaches to making WFH situations more palatable.

“Six hours on Zoom is like 10 hours in the office,” one treasurer of a mega-cap company said during a recent NeuGroup meeting (yes, a Zoom meeting), quantifying a feeling about the side effects of virtual meetings. Almost everyone who has been working from home for seven months knows what she means.

  • At the same meeting, another treasurer said he is encouraging his team “not to book 30-minute calls, to make them 25 minutes instead. If you can, put headphones in, do one-on-ones while walking.”

NeuGroup Members discussed their approaches to making WFH situations more palatable.

“Six hours on Zoom is like 10 hours in the office,” one treasurer of a mega-cap company said during a recent NeuGroup meeting (yes, a Zoom meeting), quantifying a feeling about the side effects of virtual meetings. Almost everyone who has been working from home for seven months knows what she means.

  • At the same meeting, another treasurer said he is encouraging his team “not to book 30-minute calls, to make them 25 minutes instead. If you can, put headphones in, do one-on-ones while walking.”

Shaving time. At another meeting, of FX risk managers, members compared notes on how their companies are trying to fight virtual meeting fatigue.

  • One member kicked off the conversation, saying, “One of the things I implemented is if I’m scheduling a meeting for longer than 30 minutes, I only schedule them for 45 to 50 minutes to give people time to get up between meetings.”
    • Many other members have similar policies. “We start meetings 5 or 10 minutes after the hour or half-hour to allow for breaks and parents to help their children log into class,” one member said.
    • Another responded that “some people are going to be late anyway, why fight it?”
    • “We also implemented 25- and 50-minute internal meetings,” a third member commented.

Meeting moratoriums. In addition to shorter meetings, one member told the group, “We also have no meeting Fridays. It has been nice.” Another said his company has a no meeting Wednesday rule.

  • No surprise, the idea of a day without meetings struck a chord with peers who don’t currently have them. One said, “The no meetings on Fridays must be so nice.” Another said she “will have to implement” the policy at her company.
  • But one member, speaking on a Thursday, had a warning: His company has a no-Friday meeting rule “but somehow I have seven meetings tomorrow.”
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Retailers Assess Capital Structure Amid Signs of Rebound

As the economy revives, companies pay down revolvers, resume buybacks and assess counterparty risk. 

At a recent NeuGroup meeting of treasurers at retailers, sponsored by U.S. Bank, members discussed stock repurchase programs, paying down revolvers and monitoring the impact of capital structure changes on leverage ratios and credit ratings.

  • Members discussed moving from preparing for worst case scenarios in April and May (by increasing liquidity, initiating new revolvers) to more recent moves made in anticipation of returning to more normal operations.

As the economy revives, companies pay down revolvers, resume buybacks and assess counterparty risk. 

At a recent NeuGroup meeting of treasurers at retailers, sponsored by U.S. Bank, members discussed stock repurchase programs, paying down revolvers and monitoring the impact of capital structure changes on leverage ratios and credit ratings.

  • Members discussed moving from preparing for worst case scenarios in April and May (by increasing liquidity, initiating new revolvers) to more recent moves made in anticipation of returning to more normal operations.

Stock repurchase programs. After almost every company suspended ongoing or planned stock buyback programs, some have started up again while others are contemplating not if, but when their plans will resume. 

  • One member’s company announced the resumption of a buyback program in September which had been suspended in March.
  • There was widespread acknowledgement that restarting buyback programs can send a signal to the market that requires consistency with messaging by investor relations and other stakeholders.

Repaying revolvers. Most companies responded to the pandemic by quickly drawing down revolvers to increase liquidity in the late spring and early summer.

  • One member asked the group, “How many of you have publicly stated leverage targets, and how much did it impact the strategies you selected to respond in this environment?”
  • The end of lockdowns and signs of recovery have prompted most companies to largely pay back these defensive draws as concerns have abated.

Counterparty policies. Some members need to adjust counterparty risk policies after bumping up against volume and proportion limits with some of the banks they were using to deploy the excess cash.

  • This has kicked off critical decisions about how to balance maintaining banking relationships while increasing the scrutiny of the credit risk exposure to their most important counterparties.
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Transforming Treasury: The Power of a Data Warehouse and BI Tool

How one tech company is making use of better centralized data to improve forecasting.

Better data makes for better forecasts, reporting and data analysis. At a recent NeuGroup meeting, one member of a large technology company’s treasury team described the results of a two-year project to create a global treasury data warehouse to raise its data game.

  • The company’s vision: a centralized data repository with BI reporting that integrates and organizes bank statement, market, ERP and forecasting data.
  • The benefits of warehouses: data can be more readily viewed, analyzed with business intelligence (BI) tools and fed into dashboards for on-demand reporting.
    • Once the data is in one place, machines, algos and artificial intelligence (AI) can learn from it.

How one tech company is making use of better centralized data to improve forecasting.

Better data makes for better forecasts, reporting and data analysis. At a recent NeuGroup meeting, one member of a large technology company’s treasury team described the results of a two-year project to create a global treasury data warehouse to raise its data game.

  • The company’s vision: a centralized data repository with BI reporting that integrates and organizes bank statement, market, ERP and forecasting data.
  • The benefits of warehouses: data can be more readily viewed, analyzed with business intelligence (BI) tools and fed into dashboards for on-demand reporting.
    • Once the data is in one place, machines, algos and artificial intelligence (AI) can learn from it.

Challenges. Treasury at the company uses data from more than 25 internal and external systems with over 100 datasets.

  • Multiple applications need access to common datasets.
  • Individual teams have unique data reporting needs that may require more robust functionality than available with the TMS or other systems. Not everyone has access to all datasets, making permissions a problem.
  • Forecasting requires significant custom configuration.

Solution. An illustration of the system’s basic architecture showed that most data flows through the company’s TMS into the data warehouse, with the exception of Bloomberg market data. The member said it was “better to start with this than do everything at once.” The data from the TMS includes:

  • Incoming trade requests
  • Trade data
  • Bank statement data
  • Core treasury data

Use cases for the BI tool. Toturn the data into actionable information, treasury makes use of an internally-developed BI reporting tool that supplements TMS reporting and can embed reports in web apps. The member described three use cases:

  • Cash forecasting takes bank data from US bank partners loaded into the warehouse and makes use of machine learning (ML), a process the member said took considerable time to develop. 
    • The dashboard shows the forecast by cash flow type and by various models.  
    • The company’s future plans include using ML forecasts internationally.
    • A lesson learned: you need three years of historical data for ML.
  • Counterparty exposure uses data from the TMS and Bloomberg market data and involves numerous calculations in order to set maximum exposure levels for each bank. The tool was built with the company’s fintech team. 
    • The limits can change based on the credit perspective and the size of the company’s cash level as well as changes in the bank’s tier 1 capital.. 
    • Treasury’s cash management team gets involved if the limits are exceeded and senior leaders receive the information as well.
  • FX settlements helped address challenges faced by the company’s middle office, which can now see if the cash management team has held up settlements looking at a dashboard comparing the amount of FX trades settling to the amount of debit matching cashflows found.

Lessons and plans. In addition to the data requirements for ML, the member said treasury needs to limit data in the warehouse because a lot is “not clean” and needs to be properly categorized. “We need to be careful of the systems we integrate and make sure the data is actually useful,” he said. 

  • That said, the company plans to integrate new datasets and use new BI tools going forward. Other lessons and plans:
  • Technical program managers or data engineers are needed for data integrations. Another member at the company said the engineers are more efficient at getting data on the site. 
  • Work with the information security team to build a timeline for security reviews.
  • The company plans to add training on the systems to improve the user experience. Thus far, use by treasury has all been self-taught, the member said. 
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Impact Investing: Supporting Underserved Communities with Customized Loans

RBC’s customized investments help corporates reach specific groups and areas.

Increased attention on persistent racial disparities in wealth, income and home ownership in minority communities is motivating many corporates to look for new ways to make a difference through investments and deposits.

  • At a recent Visual Interactive Session, one NeuGroup member described the benefits of impact investing using a tailored and targeted approach offered by RBC Access Capital, part of RBC Global Asset Management.
  • “With the RBC team, we were able to develop a program that uses the money we have allocated to fund loans made by community development financial institutions and other lenders in traditionally underserved areas in support of affordable housing,” the treasurer of the member company said.

RBC’s customized investments help corporates reach specific groups and areas.

Increased attention on persistent racial disparities in wealth, income and home ownership in minority communities is motivating many corporates to look for new ways to make a difference through investments and deposits.

  • At a recent Visual Interactive Session, one NeuGroup member described the benefits of impact investing using a tailored and targeted approach offered by RBC Access Capital, part of RBC Global Asset Management. 
  • “With the RBC team, we were able to develop a program that uses the money we have allocated to fund loans made by community development financial institutions and other lenders in traditionally underserved areas in support of affordable housing,” the treasurer of the member company said. 
  • RBC’s strategy—which involves mortgage-backed securities—allows the company to “support the communities in which our employees live and work, but do it in a way that gives us confidence to ensure that we’re going to have preservation of capital consistent with our needs,” the member said.

How it works. At the core of RBC’s offering are separately managed accounts (SMAs) and mutual funds that primarily invest in pools of loans in the form of mortgage-backed securities (MBS) or other government guaranteed securities.

  • Ronald Homer, RBC’s chief strategist of US impact investing, said the firm incentivizes originators to make loans in communities targeted and specified by the investors. Those loans are then bundled into securities.
  • Not only have we found that these securities perform as well as securities made of the same type of loans in broader communities,” Mr. Homer said, “In many instances they perform better than the generic securities because of the idiosyncratic nature of the performance of the borrowers.” 
  • The minimum investment for an SMA, which the NeuGroup member is using, is $25 million. Lesser amounts are invested in mutual funds that also allow investors to target specific communities and geographies as well as those the fund already supports.
  • RBC’s strategies support low- and moderate-income individuals and communities, but can also be targeted specifically to Black, Indigenous and people of color (BIPOC) communities.

Customization. RBC Access Capital can customize for criteria including businesses owned by women, minorities and veterans. And the securities can reflect a company’s investment criteria in terms of liquidity, duration and credit quality.

  • “The client chooses the risk benchmarks and parameters,” Mr Homer said. “And we find the securities to match up to that benchmark and perform well.” 
  • In the case of the NeuGroup member, RBC designed a strategy to maximize liquidity and minimize volatility. The focus of the SMA investments are affordable housing in the San Francisco Bay Area. The member’s investments also support small businesses.
  • Whatever the focus, Mr. Homer said that to affect change, a program must have scale and sustainability. That is achieved with home loans and MBS, he said, because of the access to a liquid secondary market.
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A Green Bond Deal With Environmental and Social Benefits

Founder’s takeaways from the Treasurers’ Group of Mega-Caps 2020 H2 meeting.

By Joseph Neu

A green bond that moves the needle on E&S. One member shared insight from his company’s recent green bond offering that included a pair of African-American-owned investment banking firms among the four lead underwriters.

Founder’s takeaways from the Treasurers’ Group of Mega-Caps 2020 H2 meeting.

By Joseph Neu

A green bond that moves the needle on E&S. One member shared insight from his company’s recent green bond offering that included a pair of African-American-owned investment banking firms among the four lead underwriters.  

  • Not only is this member company breaking new ground with its second green bond, leveraging the experience and reporting infrastructure established with the first, but it is paving the way for further diversity firm involvement in this important issuance segment by bringing in firms from day one and making them true partners in the deal.
  • His company also asked the two bulge-bracket lead underwriters to assign minority bankers to leading roles on their deal teams to further promote professional diversity on the part of its vendors.
  • Few have gone farther to meaningfully tick the E and S box at the same time—well done. The economics of the bond were also groundbreaking, suggesting that it does pay to do good. 

Contingency plans for an election year. With US Presidential elections less than 40 days out, members have been working on contingency plans, including those on the outlook for the dollar, US interest rates and especially those involving a retroactive corporate tax increase well as other measures impacting multinational tax planning.  

  • Liability management trades have picked up as a result, as has analysis of global liquidity management structures including in-house banks and where to locate them. A close and contested election could also trigger market events that treasury teams should be ready for.
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Dangling Carrots in Supply Chain Finance to Boost Sustainability

HSBC’s SCF incentives help a big retailer make progress on sustainability goals.

The pandemic has prompted companies to pay more attention to their supply chains, to support key suppliers and make them more resilient and sustainable.

  • A recent HSBC survey found that 70% of companies want to improve control over supply chains, half seek more transparency, and a third want to accelerate making them more environmentally sustainable, planning investments over the next 12 to 18 months to do so.
  • The assistant treasurer (AT) of a major retailer explained to peers at a recent NeuGroup virtual meeting how his company teamed up with HSBC to use the corporate’s existing supply chain finance (SCF) programs to motivate suppliers to meet sustainability goals.
  • He noted HSBC’s publicly announced targets to provide sustainable financing and power the bank using only renewable energy, saying, “We knew the bank had strong commitments around sustainability, so we wanted to see if they wanted to put some skin in the game around our suppliers.”

HSBC’s SCF incentives help a big retailer make progress on sustainability goals.

The pandemic has prompted companies to pay more attention to their supply chains, to support key suppliers and make them more resilient and sustainable.

  • A recent HSBC survey found that 70% of companies want to improve control over supply chains, half seek more transparency, and a third want to accelerate making them more environmentally sustainable, planning investments over the next 12 to 18 months to do so.
  • The assistant treasurer (AT) of a major retailer explained to peers at a recent NeuGroup virtual meeting how his company teamed up with HSBC to use the corporate’s existing supply chain finance (SCF) programs to motivate suppliers to meet sustainability goals.
  • He noted HSBC’s publicly announced targets to provide sustainable financing and power the bank using only renewable energy, saying, “We knew the bank had strong commitments around sustainability, so we wanted to see if they wanted to put some skin in the game around our suppliers.”

Dangling carrots. The retailer had also announced significant greenhouse gas reduction goals. Working with the bank, using the existing SCF programs, it created two tiers—green and greener—in which suppliers can receive discounted invoice financing.

  • Participants must “set smart goals for sustainability, and then agree to share them publicly, because we think that’s a really important step—not just making the commitment but telling the world about it,” the AT said.
  • Partnering with a firm leveraging big data across the entire supply chain to score the sustainability of different products, the company and HSBC created a mechanism to determine if suppliers’ have succeeded in meeting their goals.
  • “So depending on the supplier’s percentage improvement, it would qualify for the better or best financing rate,” the AT said.
  • The carrots are attractive: tiers provide discounts ranging from 20% to 30% from the base rate.
  • “So not just a rounding error,” said Tom Foley, head of consumer/retail coverage, HSBC, adding, “If the pricing tiers are big enough, these are really significant savings for the green and greener suppliers.”

Suppliers give thumbs up. Among the company’s hundreds of suppliers already onboarded on to the SCF program, about 10% qualified for discount pricing, Mr. Foley said, adding that the incentives have increased the number of suppliers in the program by 40%, with 20% qualifying for the discounts.

  • “This program has seen the fastest growth of all our programs globally,” the AT said.
  • As a buyer-based program, it is “KYC light” to join, requiring relatively little data. “It’s easier to handle, and easier and faster for suppliers to be onboarded into the program,” Mr. Foley said.
  • The company ultimately worked out the supplier tiers and retains the flexibility to manage its own supplier network—HSBC at arm’s length.

Challenges? The toughest issue, Mr. Foley said, was getting far-flung bank and treasury executives to agree to the tiering concept and its benefits. Once the parties signed off, it took fewer than four months to make the necessary changes to the existing program, and the KYC-light nature made it easy to bolt on new suppliers.

  • Building the program on the existing SCF rails required minimal technology development.
  • “The bank had to make an investment into the business, and once we convinced everyone it was the right thing to do, getting it up and running didn’t take as long as one might think,” Mr. Foley said, adding that the bank anticipates making up over the long term any upfront financial losses.
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Tough Love Is What You Want From a Career Sponsor

Takeaways from the latest Women in NeuGroup event, sponsored by Deutsche Bank.

Women—and men—who seek sponsorship to help them advance professionally should expect the relationship—if it’s a good one—to involve some tough love.

  • That insight was among the key takeaways from a Women in NeuGroup virtual meeting held this week.

Takeaways from the latest Women in NeuGroup event, sponsored by Deutsche Bank.

Women—and men—who seek sponsorship to help them advance professionally should expect the relationship—if it’s a good one—to involve some tough love.

  • That insight was among the key takeaways from a Women in NeuGroup virtual meeting held this week.

Sponsorship is not mentorship. Tough love is one way to distinguish sponsors from mentors—a difference addressed at the spring WiNG event as well.

  • While mentors may offer you a shoulder to cry on and help vet your ideas, sponsors won’t sugarcoat your weaknesses. They will tell you what you need to work on to get to that next level in your career. You want someone who will talk you up to others but challenge you and help you develop.
  • A sponsor is someone who wields power over decisions at your organization and will provide unyielding promotion on your behalf when you’re not in the room, helping pave the way for advancement.

Give to get. The most effective sponsor relationships are built on the idea that you’ve got to give to get (a central tenet of NeuGroup peer groups). In other words, you need to bring value to the table to receive what you want.

  • One speaker suggests asking yourself if there something you can do for the sponsor that matters to them? Do you have insights on anything, can they learn something new from you? Also:
  • You can’t just wait for a sponsor to find you, but you can’t just target anyone either. Be strategic and think about what you’re going to contribute to a relationship.
  • Be truthful with yourself when you need a sponsor versus a mentor. If a sponsor’s advocacy is going to present a “jetpack” for your career, make sure that you’re ready to seize all opportunities that result.

Timing is everything. One panelist observed that many executives who are no longer travelling have more time to work and breathe. That means more opportunity for you to talk to them. However, since you won’t be running into them in the cafeteria anytime soon, you have to be more deliberate about asking for their time.

  • Just make sure to be specific about what you want to talk about. Provide background and questions to show that you are mindful of their time and why you are coming to them and not someone else.
  • One panelist, a treasurer, said that in one-on-one meetings, 99% of men bring a “talk sheet” to highlight their accomplishments and 95% of women don’t. However, for her it’s more important to “help me see what you are thinking” and to see that the person is forward thinking, sees the big picture and their role in it.

Hedge your bets. Beware of changing circumstances: A sponsor might leave the company or otherwise lose power so don’t have just one; this advice was from a panelist at a bank where turnover is likely higher than in your company. Other insights and advice:

  • Many meeting participants said they only realized they had a sponsor in hindsight, and they don’t know if they currently do! You won’t always know who your sponsors are, so be prepared to shine and seize opportunities when they’re presented.
  • You might think your work speaks for itself, and of course it’s very important to get the work done. But don’t be only focused on execution—also put your head up and take credit where credit is due.  
  • And don’t just execute the work, but take time to prepare for meetings you will participate in. If your boss’s presentation includes your work, ask for time to speak about that piece to get visibility.
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Sharing a Bloomberg Terminal From Home: How Long Will It Last?

Treasury teams relying on Bloomberg’s Disaster Recovery services face uncertainty.

During the pandemic, many treasury teams accustomed to sharing a Bloomberg Terminal in the office have made the most of Bloomberg’s so-called Disaster Recovery services (DRS), which has allowed multiple users, working from home, to access a Terminal subscription from different computers.

  • The value of that access has some NeuGroup members worrying about the expiration of their company’s ability to activate DRS as some workers—but not all—return to offices.
  • One member at a recent meeting of risk managers said using DRS has been very helpful, but was told their access would expire within the next month, forcing them to return to their previous workarounds.
  • Another NeuGroup member expressed frustration with the monthly renewal process and the need to prove the company still deserved access to DRS.
  • One member reported having no problems renewing the service.
  • Another, hearing about the option for the first time, saw it as a natural solution for the team’s short-term needs.

Treasury teams relying on Bloomberg’s Disaster Recovery services face uncertainty.

During the pandemic, many treasury teams accustomed to sharing a Bloomberg Terminal in the office have made the most of Bloomberg’s so-called Disaster Recovery services (DRS), which has allowed multiple users, working from home, to access a Terminal subscription from different computers. 

  • The value of that access has some NeuGroup members worrying about the expiration of their company’s ability to activate DRS as some workers—but not all—return to offices. 
  • One member at a recent meeting of risk managers said using DRS has been very helpful, but was told their access would expire within the next month, forcing them to return to their previous workarounds.
  • Another NeuGroup member expressed frustration with the monthly renewal process and the need to prove the company still deserved access to DRS.
  • One member reported having no problems renewing the service. 
  • Another, hearing about the option for the first time, saw it as a natural solution for the team’s short-term needs. 

Bloomberg’s response. A Bloomberg spokesperson, in an email, told NeuGroup Insights, “During this time, Bloomberg is extending the use of DRS for the duration of office closures or ‘work from home’ scenarios that are the result of government mandates in regards to the COVID-19 outbreak.

  • “We continue to revisit limitations to this use case in light of evolving guidance from authorities. We suggest firms contact their Bloomberg reps to understand their options.”
  • The spokesperson also wrote that DRS is intended as a temporary solution to enable remote access for “short periods of time.” 
  • Also, they said, “Bloomberg Anywhere (BBA) is the most appropriate option for long-term remote Terminal access,” confirming that BBA subscribers in effect always have DRS in place, in contrast to shared Terminal users.  
  • In May, NeuGroup Insights reported that Bloomberg had extended DRS use for users sharing a Terminal during the pandemic until the end of June and that it cost $35 per subscriber. 
  • The spokesperson this week did not comment on any end date or the price. 

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Talking Shop: Exploring Minority Bank Deposits Amid Increased Public Interest

Question: “Minority bank deposits: Is your organization active or exploring given increased public interest?”

  • “I’m looking to connect with those with experience in this area and discuss best practices. In addition, I’m looking to identify contacts at any recommend [Minority Depository Institutions].”
  • The member included a link to a Fortune article, which discusses Black-owned financial institutions amplifying the call for racial justice by drawing more private capital into their communities.

Question: “Minority bank deposits: Is your organization active or exploring given increased public interest?” 

  • “I’m looking to connect with those with experience in this area and discuss best practices. In addition, I’m looking to identify contacts at any recommend [Minority Depository Institutions].” 
  • The member included a link to a Fortune article, which discusses Black-owned financial institutions amplifying the call for racial justice by drawing more private capital into their communities. 

Peer Answer: “Hi, we are close to finalizing agreement/structure with a start-up (CNote) which works with credit unions serving disadvantaged communities. 

  • “They basically facilitate a placement of $250K deposits at CUs that they work with, which makes it risk free considering these deposits benefit from FDIC/NCUA insurance. If you want, we can connect on it, and I can provide a bit more background.”
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Talking Shop: Taking the Temperature of Today’s Credit Facilities Market

Member question: “Is anyone extending their credit facilities in this current market? Specifically, facilities with tenors of 3 or 5 years.”

Peer answer 1: “In early Sept., we closed the renewal of a 364-day facility. Given the large size of our overall facility, planning and lender discussion start months ahead of the renewal. At the time we kicked that project off, markets weren’t supportive of longer-dated renewals (none had occurred for jumbo facilities like ours). Good luck with your renewal!”

Member question: “Is anyone extending their credit facilities in this current market? Specifically, facilities with tenors of 3 or 5 years.”

Peer answer 1: “In early Sept., we closed the renewal of a 364-day facility. Given the large size of our overall facility, planning and lender discussion start months ahead of the renewal. At the time we kicked that project off, markets weren’t supportive of longer-dated renewals (none had occurred for jumbo facilities like ours). Good luck with your renewal!”

Peer answer 2: “I asked our capital markets team and they confirmed that, yes, credit facilities are being extended three to five years (based on the latest updates from BofA/JPM).”

Smooth segue to a deeper dive: Find more insights on the state of the revolving credit facility market here.

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The Revolving Credit Dance: Banks Step Out Cautiously

Bank capital challenges and economic recovery are calling the tune on revolver tenors, pricing.

The bank loan market is back in action, but even strong, investment-grade (IG) companies may want to step lightly since lenders still face challenges.

  • Bankers explained in a recent NeuGroup meeting that during the onset of the pandemic, banks’ internal credit ratings for clients often fell further than public rating agencies’, requiring lenders to set aside more capital and potentially shore it up by raising equity or selling assets.
  • Rolling over a 364-day facility should now be a walk in the park, the head of bank loan capital markets at a major global bank told members. Some borrowers with five-year credit facilities that aren’t coming due are avoiding the market, “not wanting to walk into elevated pricing and/or shorter tenors,” he said.

Bank capital challenges and economic recovery are calling the tune on revolver tenors, pricing.

The bank loan market is back in action, but even strong, investment-grade (IG) companies may want to step lightly since lenders still face challenges. 

  • Bankers explained in a recent NeuGroup meeting that during the onset of the pandemic, banks’ internal credit ratings for clients often fell further than public rating agencies’, requiring lenders to set aside more capital and potentially shore it up by raising equity or selling assets.
  • Rolling over a 364-day facility should now be a walk in the park, the head of bank loan capital markets at a major global bank told members. Some borrowers with five-year credit facilities that aren’t coming due are avoiding the market, “not wanting to walk into elevated pricing and/or shorter tenors,” he said.

The tone has changed. Just a few months ago, the banker would have told even highly rated IG companies that the five-year market was not in reach.

  • Now, the five-year market may be available, but banks are “respectfully” requesting borrowers to hold off re-upping longer-term facilities annually unless they are coming due, the banker said. 
  • The capital requirement on a new five-year facility is 100% on day one and steps down each year, “So pushing [out loan tenors] now when there’s still stress in the financial system makes it more difficult for banks,” the banker said.

The brighter side. Most IG borrowers, except those in the travel, oil and gas, and retail sectors, have repaid most of their drawdowns, and consequently pricing has come down. One example:

  • A low IG borrower put in place an eight-month, $1 billion revolver at the height of the crisis, with covenant protections including duration fees and spread steps.
  • Pricing was 40 basis points over Libor undrawn, 200 basis points drawn, and 40 basis points in upfront fees; its recent redo was priced at 25 undrawn, 162.5 drawn, and 20 basis points upfront. Pricing on its core facility before the amendments was 11 basis points undrawn and 112.5 drawn.
  • Banks will now overcommit for attractive credits and participate in syndications, with Chinese banks the exception, the banker said, adding, “We’re seeing declines from them on every capital request and we’ve been told it’s a capital issue, but I believe it’s also a political issue.”

Going forward. Longer tenors will gradually return on a case-by-case basis, the banker said, but when remains uncertain given the pandemic’s unknowns. “To come back entirely, I think we need to see earnings stability with borrowers, and that’s going to be sector by sector,” the banker said.

  • On the pricing front, wallets still count. For the highest-quality companies with large global wallets and minimal Covid-19 impact, there will be plenty of capacity, the banker said, and little if any change in pricing from pre-Covid levels, except maybe a few more basis points upfront. 
    • “Banks will request borrowers to stay at maturities of three years and under, but five years will always get done” for high-quality borrowers, the banker added.
  • In terms of loan size, best not to upsize and if necessary, supplement in the bond market. “Bank facilities are already underpriced, so upsizing them increases that pressure,” the banker said.  

Next summer. Companies skipping the annual re-upping of their five-year facilities may want two-year extensions—a challenge today—come next summer. Banks will still face capital pressure, but given their desire to please clients in hopes of ancillary business, “I wouldn’t be surprised if we get back to the five-year market completely,” the banker said.

  • The banker’s colleague suggested borrowers with that intent start signaling the relationship managers of their lead banks well in advance. “That gives everybody enough time to do their client plans, socialize it internally, and go to their capital committees,” he said.
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SOX-Like Framework Needed for ESG/Sustainability Disclosures

Moving ESG/sustainability information from the web to the 10-K warrants attention.

By Joseph Neu

Members of our group for treasurers at mega-cap companies recently heard a partner from the law firm White & Case share the findings of the firm’s latest annual survey of ESG disclosures in SEC filings by the top 50 companies by revenue in the Fortune 100.

  • The presentation built on a topic raised by the head of ESG at a member company in a NeuGroup session last month.

Moving ESG/sustainability information from the web to the 10-K warrants attention.

By Joseph Neu

Members of our group for treasurers at mega-cap companies recently heard a partner from the law firm White & Case share the findings of the firm’s latest annual survey of ESG disclosures in SEC filings by the top 50 companies by revenue in the Fortune 100.

  • The presentation built on a topic raised by the head of ESG at a member company in a NeuGroup session last month. 

From website to 10-K. Maia Gez, partner in the firm’s public company advisory group based in Silicon Valley, said the volume of ESG disclosures is rising to the extent that more of the information normally found on the corporate website is now finding its way into the 10-K. 

  • “The two tracks are merging,” Ms. Gez noted, “and there is not much clarity on how to blend the two.” 
  • Normally, bringing information from the corporate website to SEC reporting automatically elevates the level of governance required on what is disclosed. 

Disclosure debate. Institutional investors seem to be content with having ESG and sustainability information disclosed on the website, where 11 of the surveyed companies said they follow SASB or TCFD.

  • However, other constituents, starting with the Human Capital Management Coalition, have pressed for disclosures to be made in SEC reporting, emphasizing quantitative measures and the need for greater assurance. 
  • The Commission, however, has thus far been reluctant to impose a mandatory ESG framework or other prescriptive sustainability disclosure requirements for SEC filings. It preferers instead to stay with a more principles-based approach. 
  • SEC Chairman Jay Clayton has noted, for example, that E, S and G are “quite different baskets of disclosure matters and that lumping them together diminishes the usefulness, including investor understanding, of such disclosures.” They vary significantly from sector to sector and by country. 

Due diligence. Still, the trend to incorporate the website information directly or by reference in SEC reporting, including with green or sustainability bond issuance, is already increasing the due diligence on it by financial market counsel. 

  • Any section that remains on the website should have every line vetted and properly backed up.
  • Ms. Gez noted the trend is on the radar screen at her firm and that lawyers dealing with SEC reporting and equity or debt offerings (and 10b-5 opinions) are being brought up to speed quickly on this topic. 
  • ESG and sustainability releases should likely be reviewed by counsel now.
  • Eventually, an expansion of SOX or creating a SOX-like governance and control framework to provide assurance for ESG and sustainability controls will be needed.

Control and compliance. The growing use and importance of ESG and sustainability disclosures will force more companies to bring more of a legal or control and compliance mindset to their ESG/sustainability teams.

  • Internal and outside legal counsel and SOX control and audit teams will likely start playing catch-up quickly to establish governance frameworks around ESG-related disclosures. 

Human capital. First on the list is likely to be human capital management statements, where the SEC has offered specific guidance (90% of companies surveyed make disclosures on this and 70% increased them). Also important:

  • Employee welfare, health and safety and BCP, where 76% included such disclosures.
  • Board oversight of E and S risk is a factor (88% disclosed, 44% increased disclosure).

Materiality. Of course, information on websites is also going to be subjected to additional scrutiny. There, as well as in SEC reporting, treasurers should be advising their companies to be consistent and accurate. 

  • The more material that the information is to the financial picture and value of the firm, the more important it is to get right.
  • If the information is less material, then perhaps leave it out of SEC reporting or even off the website. 
  • Also, ask about the controls and procedures you have in place for incorporating ESG/sustainability information into SEC reporting/offering documents. 
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