Hybrid Capital and Perpetual Securities
Hybrid securities sit between debt and equity, typically paying a coupon like a bond but with no fixed maturity and deferrable payments like a stock, letting issuers get partial equity credit from rating agencies while still deducting the coupon for tax purposes.
Prerequisites: Term Loan A vs Term Loan B
Most corporate debt has a fixed maturity date and a coupon the issuer must pay or default. Hybrid capital instruments, perpetual bonds, preferred stock, and similar structures, blur that line deliberately: they may pay a bond-like coupon, but have no maturity date, and the issuer can often defer that coupon without triggering a default, much like a company can skip a dividend.
Because hybrids mix debt-like features (a coupon, seniority above common equity) with equity-like features (no maturity, deferrable payments), rating agencies award them partial "equity credit" when assessing leverage, letting a company raise capital that looks more like equity to a rating agency while its coupon often remains tax-deductible like debt.
Why issuers like them
A straight bond raises debt-to-equity ratios and can pressure a credit rating; straight equity dilutes existing shareholders. A hybrid can raise capital counted as, say, 50% equity by a rating agency's methodology, cushioning leverage metrics, while its coupon is frequently still deductible for tax purposes if structured correctly, capturing part of the tax benefit of debt and part of the balance-sheet benefit of equity at once. The tradeoff for investors is a subordinated claim (usually just above common equity) and coupon-deferral risk, which is why hybrids typically carry a higher yield than the same issuer's ordinary bonds.
Worked example
A utility company wants to raise $500 million without hurting its BBB credit rating. Issuing straight debt would push its debt-to-EBITDA ratio to a level rating agencies flag as a downgrade risk. Instead it issues a $500 million perpetual hybrid bond paying a 6% coupon, deferrable for up to five years without default; the rating agency treats 50% of it ($250 million) as debt and 50% as equity for leverage purposes, letting the company raise the full $500 million while its calculated leverage rises by only the equivalent of a $250 million bond.
Discussion
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Practice questions
Further reading
- Moody's and S&P methodology notes on hybrid capital equity credit