readings icon presentation iconquiz iconresources icon

6.3.1 Debentures and unsecured notes (bonds)

A debenture is a loan agreement where the borrower gives a written promise to pay the lender a principal amount at a specified time, and interest on the principal at a specified rate per period. Companies generally issue debentures in denominations of $100, which is called the nominal value, face value or principal. On maturity date the borrower must repay the nominal value to the debenture holder.

Debentures and unsecured notes have similar characteristics, except that a debenture holder is a secured creditor and the note holder is not. Unsecured notes are called bonds . The borrowing company must pay a specified amount of interest per year (quarterly or half-yearly) and repay the entire amount borrowed on maturity. The difference between the two liabilities is the security offered to the lender.

With unsecured notes investors expect a higher interest rate to compensate for additional risk (of non-payment on maturity). The interest rate may be around 1% higher than for secured debentures.

There are two types of debentures. Mortgage debentures are secured by a fixed charge over freehold property. This means that the lender(s) in effect 'own' the property until the debt is paid. If the loan is not repaid the debenture holders can have the property sold and receive the proceeds in settlement. So the borrowing company loses some control over particular assets.

Ordinary debentures are ones secured by a 'floating charge' (page 442 in textbook) over unpledged assets. The interest rate payable on debentures (the cost of borrowing) depends on the general level of interest rates at the time the debentures are issued, the security offered and the credit rating of the borrowing company.

Like shares, debentures can be privately placed with selected lenders or issued to the investing public by a public issue (debentures are also traded on the Stock Exchange) . Where a public issue is made a company must issue a prospectus , which is lodged with ASIC, and which is also attached to the application form to be used by people and organizations offering to lend money. As with a share prospectus, the document is a marketing aid and also gives information to potential investors about the debentures and about the financial 'health' of the issuing company.

Where a company borrows by making a public issue it must establish a trust deed and appoint a trustee to look after the interests of the debenture holders. Among other duties the trustee must make sure that the company:

previous page arrow Previous Page - Next Page next page arrow