Unconditional claim, remember? Educational about debt-based securities

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Here comes another piece of educational content, regarding the fundamentals of finance, namely a short presentation of debt-based securities. As I will be discussing that topic,  here below, I will compare those financial instruments to equity-based securities, which I already discussed in « Finding the right spot in that flow: educational about equity-based securities ».

In short, debt-based securities are financial instruments which transform a big chunk of debt, thus a big obligatory contract, into a set of small, tradable pieces, and give to that debt more liquidity.

In order to understand how debt-based securities work in finance, it is a good thing to put a few clichés on their head and make them hold that stance. First of all, we normally associate debt with a relation of power: the CREDITOR, or the person who lends to somebody else, has a dominant position over the DEBTOR, who borrows. Whilst being sometimes true, it is true just sometimes, and it is just one point of view. Debt can be considered as a way of transferring capital from entity A to entity B. Entity A has more cash than they currently need, whilst B has less. Entity A can transfer the excess of cash to B, only they need a contractual base to do it in a civilized way. In my last educational, regarding equity-based securities, I presented a way of transferring capital in exchange of a conditional claim on B’s assets, and of a corresponding decisional power: that would be investing in B’s equity. Another way is to acquire an unconditional claim on B’s future cash flows, and this is debt. Historically, both ways have been used and developed into specific financial instruments.

Anyway, the essential concept of debt-based securities is to transform one big, obligatory claim of one entity onto another entity into many small pieces, each expressed as a tradable deed (document). How the hell is it possible to transform a debt – thus future money that is not there yet – into securities? Here come two important, general concepts of finance: liquidity, and security. Liquidity, in financial terms, is something that we spontaneously associate with being able to pay whatever we need to pay in the immediate. The boss of a company can say they have financial liquidity when they have enough cash in their balance sheet to pay the bills currently on the desk. If some of those bills cannot be paid (not enough cash), the boss can say ‘Sorry, not enough liquidity’.

You can generalize from there: liquidity is the capacity to enter into new economic transactions, and to fulfil obligations resulting from such transactions. In markets that we, humans, put in place, there is a peculiar phenomenon to notice: we swing between various levels of required liquidity. In some periods, people in that market will be like immerged in routine. They will repeat the same transactions over and over again, in recurrent amounts. It is like an average Kowalski (the Polish equivalent of the English average Smith, or the French average Dupont) paying their electricity bills. Your electricity bill comes in the form of a six-month plan of instalments. Each month you will have to pay the same, fixed amount, which results from the last reading of your electricity counter. That amount is most likely to be similar to the amounts from previous six-month periods, unless you have just decided to grow some marijuana and you need extra electricity for those greenhouse lamps. If you manage to keep your head above the water, in day-to-day financial terms, you have probably incorporated those payments for electricity into your monthly budget, more or less consciously. You don’t need extra liquidity to meet those obligations. This is the state of a market, when it runs on routine transactions.

Still, there are times when a lot of new business is to be done. New technologies are elbowing their way into our industry, or a new trade agreement has been signed with another country, or the government had the excellent idea of forcing every entity in the market to equip themselves with that absolutely-necessary-thingy-which-absolutely-incidentally-is-being-marketed-by-the-minister’s-cousin. When we need to enter into new transactions, or when we just need to be ready for entering them, we need a reserve of liquidity, i.e. we need additional capacity to transact. Our market has entered into a period of heightened need for liquidity.

When I lend to someone a substantial amount of money in a period of low need for liquidity, I can just sit and wait until they pay me back. No hurry. On the other hand, when I lend during a period of increased need for liquidity, my approach is different: I want to recoup my capital as soon as possible. My debtor, i.e. the person which I have lent to, cannot pay me back immediately. If they could, they would not need to borrow from me. Stands to reason. What I can do is to express that lending-borrowing transaction as an exchange of securities against money.

You can find an accurate description of that link between actual business, its required liquidity, and all the lending business in: Adam Smith – “An Inquiry Into The Nature And Causes Of The Wealth of Nations”, Book II: Of The Nature, Accumulation, and Employment of Stock, Chapter IV: Of Stock Lent At Interest: “Almost all loans at interest are made in money, either of paper, or of gold and silver; but what the borrower really wants, and what the lender readily supplies him with, is not the money, but the money’s worth, or the goods which it can purchase. If he wants it as a stock for immediate consumption, it is those goods only which he can place in that stock. If he wants it as a capital for employing industry, it is from those goods only that the industrious can be furnished with the tools, materials, and maintenance necessary for carrying on their work. By means of the loan, the lender, as it were, assigns to the borrower his right to a certain portion of the annual produce of the land and labour of the country, to be employed as the borrower pleases.”

Here, we come to the concept of financial security. Anything in the future is subject to uncertainty and risk. We don’t know how exactly things are going to happen. This generates risk. Future events can meet my expectations, or they can do me harm. If I can sort of divide both my expectations, and the possible harm, into small pieces, and make each such small piece sort of independent from other pieces, I create a state of dispersed expectations, and dispersed harm. This is the fundamental idea of a security. How can I create mutual autonomy between small pieces of my future luck or lack thereof? By allowing people to trade those pieces independently from each other.

It is time to explain how the hell can we give more liquidity to debt by transforming it into securities. First things first, let’s see the typical ways of doing it: a note, and a bond. A note, AKA promissory note, or bill of exchange, in its most basic appearance is a written, unconditional promise to pay a certain amount of money to whoever presents the note on a given date. You can see it in the graphic below.

Now, those of you, who, hopefully, paid attention in the course of microeconomics, might ask: “Whaaait a minute, doc! Where is the interest on that loan? You told us: there ain’t free money…”. Indeed, there ain’t. Notes were invented long ago. The oldest ones we have in European museums date back to the 12^th century A.D. Still, given what we know about the ways of doing business in the past, they had been used even further back. As you might know, it was frequently forbidden by the law to lend money at interest. It was called usury, it was considered at least as a misdemeanour, if not a crime, and you could even be hanged for that. In the world of Islamic Finance, lending at interest is forbidden even today.

One of the ways to bypass the ban on interest-based lending is to calculate who much money will that precise interest make on that precise loan. I lend €9000 at 12%, for one year, and it makes €9000 *12% = €1 080. I lend €9000, for one year, and I make my debtor liable for €10 080. Interest? Who’s talking about interest? It is ordinary discount!

Discount is the difference between the nominal value of a financial instrument (AKA face value), and its actual price in exchange, thus the amount of money you can have in exchange of that instrument.

A few years ago, I found that same pattern in an innocently-looking contract, which was underpinning a loan that me and my wife were taking for 50% of a new car. The person who negotiated the deal at the car dealer’s announced joyfully: ‘This is a zero-interest loan. No interest!’. Great news, isn’t it? Still, as I was going through the contract, I found that we have to pay, at the signature, a ‘contractual fee’. The fee was strangely precise, I mean there were grosze (Polish equivalent of cents) after the decimal point. I did my maths: that ‘contractual fee’ was exactly and rigorously equal to the interest we would have to pay on that loan, should it be officially interest-bearing at ordinary, market rates.

The usage of discount instead of interest points at an important correlate of notes, and debt-based securities in general: risk. That scheme with pre-calculated interest included into the face value of the note is any good when I can reliably predict when exactly will the debtor pay back (buy the note back). Moreover, as the discount is supposed to reflect pre-calculated interest, it also reflects that part of the interest rate, which accounts for credit risk.

There are 1000 borrowers, who borrow from a nondescript number of lenders. Each loan bears a principal (i.e. nominal amount) of €3000, which makes a total market of €3 000 000 lent and borrowed. Out of those 1000, a certain number is bound to default on paying back. Let it be 4%. It makes 4% * 1000 * €3000 = €120 000, which, spread over the whole population of borrowers makes €120 000/ 1000 = €120, or €120/€3000 = 4%. Looks like a logical loop, and for a good reason: you cannot escape it. In a large set of people, some will default on their obligations. This is a fact. Their collective default is an aggregate financial risk – credit risk – which has to be absorbed by the market, somehow. The simplest way to absorb it is to make each borrower pay a small part of it. When I take a loan, in a bank, the interest rate I pay always reflects the credit risk in the whole population of borrowers. When I issue a note, the discount I have to give to my lender will always include the financial risk that recurrently happens in the given market.

The discount rate is a price of debt, just as the interest rate. Both can be used, and the prevalence of one or the other depends on the market. Whenever debt gets massively securitized, i.e. transformed into tradable securities, discount becomes somehow handier and smoother to use. Another quote from invaluable Adam Smith sheds some light on this issue (

Adam Smith – “An Inquiry Into The Nature And Causes Of The Wealth of Nations”, Book II: Of The Nature, Accumulation, and Employment of Stock, Chapter IV: Of Stock Lent At Interest): “As the quantity of stock to be lent at interest increases, the interest, or the price which must be paid for the use of that stock, necessarily diminishes, not only from those general causes which make the market price of things commonly diminish as their quantity increases, but from other causes which are peculiar to this particular case. As capitals increase in any country, the profits which can be made by employing them necessarily diminish. It becomes gradually more and more difficult to find within the country a profitable method of employing any new capital. There arises, in consequence, a competition between different capitals, the owner of one endeavouring to get possession of that employment which is occupied by another; but, upon most occasions, he can hope to justle that other out of this employment by no other means but by dealing upon more reasonable terms.”

The presence of financial risk, and the necessity to account for it whilst maintaining proper liquidity in the market, brought two financial inventions: endorsement, and routed notes. Notes used to be (and still are) issued for a relatively short time, usually not longer than 1 year. If the lender needs to have their money back before the due date of the note, they can do something called endorsement: they can present that note as their own to a third party, who will advance them money in exchange. Presenting a note as my own means making myself liable for up to 100% of the original, i.e signing the note, with a date. You can find an example in the graphic below.

Endorsement used to be a normal way of assuring liquidity in the market financed with notes. Endorsers’ signatures made a chain of liability, ordered by dates. The same scheme is used today in cryptocurrencies, as the chain of hash-tagged digital signatures. Another solution was to put in the system someone super-reliable, like a banker. Such a trusted payer, who, on their part, had tons of reserve money to provide liquidity, made the whole game calmer and less risky, and thus the price of credit (the discount rate) was lower. The way of putting a banker in the game was to write them in the note as the entity liable for payment. Such a note was designated as a routed one, or as a draft. Below, I am presenting an example.

As banks entered the game of securitized debt, it opened the gates of hell, i.e. the way to paper money. Adam Smith was very apprehensive about it (Adam Smith – “Wealth of Nations”, Book II: Of The Nature, Accumulation, and Employment of Stock, Chapter II: Of Money, Considered As A Particular Branch Of The General Stock Of The Society, Or Of The Expense Of Maintaining The National Capital”): “The trader A in Edinburgh, we shall suppose, draws a bill upon B in London, payable two months after date. In reality B in Lon- don owes nothing to A in Edinburgh; but he agrees to accept of A ‘s bill, upon condition, that before the term of payment he shall redraw upon A in Edinburgh for the same sum, together with the interest and a commission, another bill, payable likewise two months after date. B accordingly, before the expiration of the first two months, redraws this bill upon A in Edinburgh; who, again before the expiration of the second two months, draws a second bill upon B in London, payable likewise two months after date; and before the expiration of the third two months, B in London redraws upon A in Edinburgh another bill payable also two months after date. This practice has sometimes gone on, not only for several months, but for several years together, the bill always returning upon A in Edinburgh with the accumulated interest and com- mission of all the former bills. The interest was five per cent. in the year, and the commission was never less than one half per cent. on each draught. This commission being repeated more than six times in the year, whatever money A might raise by this expedient might necessarily have cost him something more than eight per cent. in the year and sometimes a great deal more, when either the price of the commission happened to rise, or when he was obliged to pay compound interest upon the interest and commission of former bills. This practice was called raising money by circulation”

Notes were quick to issue, but a bit clumsy when it came to financing really big ventures, like governments. When you are a king, and you need cash for waging war on another king, issuing a few notes can be tricky. Same in the corporate sector. When we are talking about really big money, making the debt tradable is just one part, and another part is to make it nicely spread over the landscape. This is how bonds came into being, as financial instruments. The idea of bonds was to make the market of debt a bit steadier across space and over time. Notes worked well for short-term borrowing, but long-term projects, which required financing for 5 or 6 years, encountered a problem of price, i.e. discount rate. If I issue a note to back a loan for 5 years, the receiver of the note, i.e. the lender, knows they will have to wait really long to see their money back. Below, in the graphic, you have the idea explained sort of in capital letters.

The first thing is the face value. The note presented earlier proudly displayed €10 000 of face value. The bond is just €100. You divide €10 000 into 100 separate bonds, each tradable independently, at you have something like a moving, living mass of things, flowing, coming and going. Yep, babe. Liquidity, liquidity, and once again liquidity. A lot of small debts flows much more smoothly than one big.

The next thing is the interest. You can see it here designated as “5%, annuity”, with the word ‘coupon’ added. If we have the interest rate written explicitly, it means the whole thing was invented when lending at interest became a normal thing, probably in the late 1700ies. The term ‘annuity’ means that every year, those 5% are being paid to the holder of the bond, like a fixed annual income. This is where the ‘word’ coupon comes from. Back in the day, when bonds were paper documents (they are not anymore), they had detachable strips, as in a cinema ticket, one strip per year. When the issuer of the bond paid annuities to the holders, those strips were being cut off.

The maturity date of the bond is the moment, when the issuer is supposed to buy it back. It is a general convention that bonds are issued for many years. This is when the manner of counting and compound the interest plays a role, and this is when we need to remind one fundamental thing – bonds are made for big borrowers. Anyone can make a note, and many different anyones can make it circulate, by endorsement or else. Only big entities can issue bonds, and because they are big, bonds are usually considered as safe placements, endowed with low risk. Low risk means low price of debt. When I can convince many small lenders that I, the big borrower, am rock solid in my future solvency, I can play on that interest rate. When I guarantee an annuity, it can be lower than the interest paid only at the very end of maturity, i.e. in 2022 as regards this case. When all around us all of them loans are given at 10% or 12%, an annuity backed with the authority of a big institution can be just 5%, and no one bothers.

Over time, bonds have dominated the market of debt. They are more flexible, and thus assure more liquidity. They offer interesting possibilities as for risk management and discount. When big entities issue bonds, it is the possibility for other big entities to invest large amounts of capital at fixed, guaranteed rate of return, i.e. the interest rates. Think about it: you have an investment the size of a big, incorporated business, and yet you have a risk-free return. Unconditional claim, remember? Hence, over time, what professional investors started doing was building a portfolio of investment with equity-based securities for high yield and high risk, plain lending contracts for moderate yield (high interest rate) and moderate risk, and, finally, bonds for low yield and low risk. Creating a highly liquid market of debt, by putting a lot of bonds into circulation, was like creating a safe harbour for investors. Whatever crazy s**t they were after, they could compensate the resulting risk through the inclusion of bonds in their portfolios.

I am consistently delivering good, almost new science to my readers, and love doing it, and I am working on crowdfunding this activity of mine. As we talk business plans, I remind you that you can download, from the library of my blog, the business plan I prepared for my semi-scientific project Befund  (and you can access the French version as well). You can also get a free e-copy of my book ‘Capitalism and Political Power’ You can support my research by donating directly, any amount you consider appropriate, to my PayPal account. You can also consider going to my Patreon page and become my patron. If you decide so, I will be grateful for suggesting me two things that Patreon suggests me to suggest you. Firstly, what kind of reward would you expect in exchange of supporting me? Secondly, what kind of phases would you like to see in the development of my research, and of the corresponding educational tools?