하이브리드증권 발행에 관한 연구
A Study on Hybrid Securities
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Abstract
Traditionally, corporate finance has consisted of equity finance and debt finance. However the recent trend called ‘Mezzanine Finance’ combines the elements of both debt and equity and is consisted of mezzanine loan and hybrid security. Mezzanine loan has been clearly categorized as debt, but hybrid security has characterizations of both equity and debt. Hybrid securities were frist introduced to Korean financial system during the 1998 Financial Crisis when the Basel Committee of the Bank of International Settlement started regulating capital adequacy ratio, but the active issuance of hybrid securities began around 2002. A bank, because of the nature of its business, faces a low capital adequacy ratio. In order to maintain a certain level of capital adequacy ratio, a bank had to acknowledge the equity like characteristics of a debt and hence devised hybrid securities to raise its capital adequacy ratio. Recently, European and U.S. corporations as well as some Japanese non-bank corporations utilize hybrid securities as a key part of their corporate financing. The dual nature of hybrid securities, as both equity and debt, offers more latitude to corporations when defining terms of contracts with investors. Banks issue hybrid securities that qualify as Tier Ⅰ or Tier Ⅱ capital which are recognized as equity by BIS ruling. Commercial business enterprises, on the other hand, issue hybrid securities in the form of subordinate debentures or trust preferred securities. Hybrid securities are usually evaluated from two perspectives. First, the safety of hybrid securities is appraised through risk assessment in which different credit rating companies such as Moody’s, Fitch Rating and S&P score and rate hybrid securities into about 20 different levels. Hybrid securities are then judged based on their equity contribution. Certain characteristics like non call-option, non-replacement clause, non step-up clause help hybrid securities to be perceived as equity. Hybrid securities will help deliver much needed financing to corporations and encourage them to invest in new ventures. In order to promote hybrid securities, long-term debentures should be able to be easily issued and relevant laws should updated to allow easier issuance of hybrid securities through special purpose vehicle (spv). Finally, the types of securities and debts should be diversified and corporations should be allowed to issue options.
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