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A bond is a loan with a contract: what you are owed, and by whom

Four facts define a bond - issuer, par, coupon, maturity - and all four are contractual. You are a creditor, ranking ahead of every shareholder.

10 min read · Level 2

The point

The standard advice is to hold fixed income through a low-cost fund, and on cost, diversification and sheer practicality that advice is right for almost everybody almost all of the time. It is also the advice most likely to leave a holder confused about what they own, because a fund quietly deletes the property that distinguishes the asset class. A bond has a date and a sum; a fund of bonds has a price. Somebody who bought a fund for safety and then watched it fall has not been misled about credit quality - the credit was usually fine - they were sold the exposure while believing they had bought the contract. The honest version of the advice keeps both halves: use a fund for a general allocation, where you want credit diversification and no maturity in particular, and buy an individual issue where there is a specific date and a specific sum you are trying to meet, because that is the only case in which the contract itself is what you are paying for. Most portfolios need the first. Most of the disappointment comes from people who needed the second and were never told the two are different instruments.

What is it?

A bond is a loan you make, cut into transferable pieces. Four facts define one, and all four are settled before anybody buys it:

Issuer who owes the money - a government, an agency, a company Par value the sum to be repaid at the end, usually 1,000 or 100 per unit Coupon the periodic interest, stated as a percentage of par Maturity the date the par value falls due

Everything else about a bond is commentary on those four. A 5-year bond with a 4% coupon and a par value of 1,000 obliges its issuer to pay 40 a year for five years and 1,000 at the end. Not to try. Not to pay if trading permits. To pay, on the dates named, or be in default - a legal event with consequences the issuer's directors care about a great deal.

That is the whole contrast with a share. A share of common stock is a residual claim: whatever is left once everyone holding a contract has been paid. A bond IS one of those contracts. The shareholder's return is a leftover; the bondholder's return is a schedule. You give up any share of the upside in exchange for standing in the queue ahead of the people who kept it.

How you come to own one is less uniform than for equities. In the primary market, governments sell new bonds at auction, and in several countries individuals can bid through a state-run platform without a broker at all; companies place new issues through banks, usually in minimum denominations large enough to put a single new corporate bond out of reach for most people. In the secondary market, most corporate and municipal bonds do not trade on a lit exchange with a public order book. You ask a broker, the broker asks dealers, and you are quoted a price - which is why the cost of dealing is embedded in that price rather than itemised as a commission.

For most holders the practical route is a fund or an exchange-traded fund holding hundreds or thousands of issues. That solves the denomination problem and the dealing problem at once. It also removes the single property that makes a bond a bond, which the rest of this lesson returns to.

One mechanical detail surprises almost every first-time buyer. Bond prices are quoted clean, meaning without the interest that has built up since the last coupon date. You pay the clean price plus that accrued interest, and the sum of the two is what actually leaves your account. Buy the 4% bond above at a clean price of 915.75, ninety days after its last annual coupon, and the accrued interest is 40 x 90/365 = 9.86. The invoice is 925.61.

Why does an investor care?

Because the ranking explains every other property of the asset class, exactly as the residual claim explains equities - and the two lessons are one lesson read from opposite ends.

Your upside is bounded by the contract. If the business triples, you still receive 40 a year and 1,000 at the end. A bondholder cannot participate in success, which is why nobody appraises a bond by estimating how large the issuer might become. The question is only whether it can pay.

Your downside is not bounded by the contract, because a contract with an insolvent counterparty is a claim rather than a payment. But you stand ahead of the shareholders, and wherever there is anything left at all, standing ahead is worth a great deal.

And because you are owed a stated sum on a stated date, a bond can do a job no equity can: fund a known obligation at a known time. That is not a minor feature dressed up. It is why pension funds, insurers and anyone else carrying a dated liability hold fixed income at all.

The one thing the contract cannot promise is the value of what it pays. Forty a year is forty a year whatever bread costs by then, and the 1,000 that comes back is 1,000 of whatever money is worth on that date. Nominal certainty and real certainty are different things, and fixed income offers only the first.

Educational, not personalised financial advice. Nothing in the Investor Academy is a recommendation to buy, sell or hold anything — what is right for you depends on your own circumstances and the rules where you live.

Example

Take the same company that appears in the public equities lesson on residual claims, and read its wind-up from the creditor's seat rather than the shareholder's. The claims, in rank order:

Preferential claims (unpaid wages, certain taxes) 10m Secured lender 180m Senior unsecured bonds 150m Trade creditors 40m ------------------------------------------------ ---- Total claims 380m

Ordinary shares in issue 50m

Scenario one - the assets realise 400m. The preferential claims and the secured lender take 190m, leaving 210m against 190m of unsecured claims. The bondholders are paid their 150m in full, 100 cents in the dollar. The trade creditors receive their 40m. The 20m left over is the shareholders' residual, which is 0.40 a share.

Scenario two - the assets realise 340m. The same 190m goes out first, leaving 150m against 190m of unsecured claims. Recovery is 150 / 190 = 78.95 cents in the dollar. The bondholders receive 150m x 0.7895 = 118.42m of the 150m owed to them. The trade creditors receive 31.58m of their 40m. The shareholders receive nothing at all.

Scenario three - the assets realise 250m. 190m goes out first, leaving 60m against 190m of unsecured claims. Recovery is 60 / 190 = 31.58 cents. The bondholders receive 47.37m. The shareholders, again, nothing.

Read the three together. Between the first scenario and the third, the assets fell 37.5%, from 400m to 250m. The equity went from 20m to zero - all of it - somewhere between the first two. The senior unsecured bond went from 100 cents to 78.95 cents to 31.58 cents: badly damaged, and still not zero. That is what ranking buys. Not safety, and certainly not a guarantee, but a position in the queue that turns a wipe-out into a recovery in most of the cases where anything at all is recovered.

Now look hard at the third scenario, because it is the one people skip. A creditor can lose most of their money. Standing ahead of the shareholders is not the same as being made whole.

The common mistake

The mistake to clear first is hearing fixed income and thinking safe income. Fixed describes the amount, not the arrival. A 9% coupon from a struggling issuer is exactly as fixed as a 3% coupon from a solvent one, and the market has already priced the difference into what you pay for each.

The second is treating a bond fund as a bond. A fund holds bonds; it is not one. It has no maturity date, no par value coming back to you and no contractual sum. If rates rise and prices fall, an individual bond you hold to maturity still pays its par at the end. A fund simply has a lower price and keeps rolling. Funds are the right answer for most holders on cost and diversification grounds, and they are a genuinely different instrument, and both of those are true at once.

The third is buying an issuer rather than an issue. One company can have senior secured bonds, senior unsecured bonds and subordinated bonds outstanding at the same moment, with the same name on all three and very different outcomes in the scenario above. The seniority of the specific issue is on its term sheet. Read it.

The fourth is confusing the coupon with the yield. The coupon is a fact about the contract and never changes. What you actually earn depends on what you paid, and the two coincide only when you buy at par.

How it works

Step 1: Write down the four facts before anything else

Issuer, par value, coupon and maturity date. If you cannot state all four for a bond somebody is offering you, you do not yet know what is being offered. Everything a salesperson says about the opportunity sits downstream of those four lines, and all four are matters of record rather than opinion.

Step 2: Find where this specific issue ranks

Senior secured, senior unsecured, or subordinated - and if it is secured, over what assets. This single line is the difference between recovering most of your money and recovering very little of it in the scenario where recovery becomes the question, and it varies within one issuer's own debt.

Step 3: Decide whether you want the instrument or the exposure

An individual bond gives you a date and a sum; a fund gives you diversified credit exposure with neither. If the reason you are buying is a dated obligation, the fund does not do that job however cheap it is. If the reason is a general allocation to fixed income, the fund is usually the better vehicle, and the minimum denominations may settle the question for you regardless.

Step 4: Ask what a round trip costs before you need one

For an individual corporate or municipal bond the dealing cost sits inside the quoted price rather than appearing as a fee. Ask for both the bid and the offer on the specific issue and express the gap as a percentage. On thinly traded issues that number is far larger than most buyers assume, and it is paid whether the position works out or not.

Step 5: Price the invoice, not the quote

Add the accrued interest to the clean price to get what actually leaves your account, and note the next coupon date while you are there. Accrued interest is not a cost - the next coupon returns it to you - but confusing the clean price with the settlement amount is how a first bond purchase produces an unexplained shortfall in the cash balance.

When to use this

When you want a dated, contractual claim rather than a share of an outcome, when the money has a known use at a known time, and when standing ahead of the shareholders in a bad scenario is worth more to you than participating in a good one.

When not to use it

Avoid an individual issue whose minimum denomination would make it an outsized position, avoid any bond whose seniority you cannot establish from its own documents, and avoid the class entirely as a home for money that must grow rather than merely arrive - the contract caps what it can do for you as firmly as it defines what it owes.

How investors actually did it

A recurring pattern: the same name, two very different outcomes

A pattern that recurs in restructurings is that holders of one issuer's debt discover they were never in the same position as each other. Secured lenders are paid, senior unsecured holders take a partial recovery, and subordinated holders find themselves closer to the equity than to the bonds whose name they share. Nothing improper has happened: the ranking was disclosed in each issue's own terms and priced into each one's yield on the day it was sold. What went wrong for the subordinated holder is usually that they compared coupons across the issuer's debt, saw a higher one, and treated the difference as an opportunity rather than as the market's stated price for standing further back in the queue.

A higher coupon from the same issuer is nearly always payment for a worse position. Establish what the position is before deciding the coupon is generous.

Do this now

  • Open one bond fund's holdings list, pick a single issue, and find its coupon, maturity and seniority
  • Work out the accrued interest on that issue as of today from the coupon and the days since the last payment
  • Ask a broker for both the bid and the offer on one individual bond and write the gap down as a percentage

Create a free account to read the rest and apply it to your own investing.

Related lessons

  • What a share actually is: last in line, and why that is the point — A share of common stock is a residual claim - everything that is left after every other claimant has been paid. That single fact explains most of what equities do. (9 min)
  • Equity versus debt — Own a piece of something, or lend it money. The two sit at opposite ends of every risk-and-reward trade in investing. (10 min)

Next: The schedule, and the part of the return nobody prints on it