As the substantial majority of our investors are tax-paying individuals and families, we believe it is our duty to incorporate an after-tax mindset in our bond investment activity. Let's start with some conventional wisdom:
"Concern yourself with making money first - then think about the taxes."
We regard this as excellent advice - for equity investors. Because stocks carry exceptionally wide ranges of asset value, the success of the investment is largely defined by its entry price, not it's tax rate. Fixed income is a different matter however. Â Here, different classes of debt carry relatively smaller differences of return. When combined with vastly different tax rates between capital gains and ordinary interest income, it turns out that after-tax returns in fixed income vastly differ often depending on how the returns were produced.
To our delight, we have observed that the market largely does not differentiate between bonds based on their tax characteristics. Naturally, we have been capitalizing on this dynamic for you since the Fundâs inception, more than nine years ago.
â
The essence of this tax-aware mindset is to favor bonds issued with low interest rates (ie: a low âcouponâ). Since market yields change, bond prices also change to reflect a new fair rate of return. This means bonds with very low, below-market coupons tend to be priced at attractive discounts to par. The lower a bondâs coupon, the higher the price discount tends to be. Through this price discount, a bondâs return becomes more valuable. A bond priced at a discount earns its return not only through its coupon, but (importantly) through the gradual appreciation of its price to par maturity. And the greater the price discount, the greater proportion of the bondâs total return will be generated from the bondâs price appreciation. This price appreciation is counted as a capital gain, which conventionally bears a substantially more favorable tax treatment than ordinary interest income. In an asset class that sweats over basis points (one-hundredths of a percent), this is a highly valuable nuance for taxable clients. And while this approach produces no difference to the pre-tax results you see on the facing page of this letter, it has the potential to make a difference to your bank account and in a few other ways which we will share.
â
Taxes on interest income are paid annually as the income is received, so a traditional, high-coupon bond could logically results in a higher tax bill every year. By contrast, a low-coupon, discounted bond gradually moving to par should incur far less tax until the year of its sale (or its maturity as the bond returns to par), effectively postponing much of the tax impact, better compounding an investmentâs value.
Taxes on capital gains are owed only if the bond is sold at a profit. When the bulk of an investmentâs expected return comes from price appreciation, this is advantageous. Capital gains tax is, by definition, contingent on the success of the investment. On the other hand, high-coupon bonds generate taxable interest every year, even if the bond later loses value or - even worse - the company goes bankrupt.
Since higher yields typically mean higher credit risk, we are always seeking more conservative ways to achieve safer after-tax returns. By taking advantage of the tax benefits of discounted, low-coupon bonds, we have historically been able to achieve similar levels of after-tax return of a higher-yield, higher-risk bond, through a lower-risk company based on our opinion of its fundamentals and/or stated credit rating.
Another benefit comes from company takeovers. Each year, itâs not unusual for four to five percent of public companies to be delisted due to mergers or acquisitions.1 When this happens, their bonds are very often paid off at par or better. Discounted bonds, in these cases, contain a âhidden bonusâ - the chance for an immediate and positive jump in value if such an event occurs. We should add that this value is not theoretical - we experienced two of these events in the portfolio just last year.
While this concept is simple, we have taken it very seriously. We have applied this lens as weâve scoured the market for opportunities. Fortunately, we found an excellent base for tax-advantaged idea generation: the US convertible bond market. These bonds (which must be paid in cash at their maturity unlike their Canadian counterparts) typically bear coupons between zero and two percent and have five-year terms.2 This US$300 billion-dollar market trades primarily over equity or equity derivative desks, putting it outside the scope of convenience for many traditional fixed income investors. We also like that, given the number of issuers (~500), in our experience, at any given time there are convertible bond issuers that are amid some adversity or mispricing. We have shared convertible bond case studies to highlight this attractive space in prior communications. In sum, our activity in this fixed income market niche is a perfect example of how we use our flexible mandate to generate quality risk-adjusted returns.
So why doesnât everyone else focus on low coupon bonds? The reasons are many.
The investment management industry â fixed income in particular â has very substantial customers in pensions, endowments, and foundations. These entities are often the largest and most popular organizations to service. These entities are tax-exempt, so they do not care about the sources of return. Investment managers who count these entities as large clients (almost any manager of scale) may naturally jettison tax considerations as well.
Because of the multi-faceted nature of taxes and varying individual tax rates, it is not particularly easy to communicate results with respect to tax. In addition, since pre-tax returns are the industry standard basis of competition, it should not be a surprise that some managers simply optimize for âheadlineâ (pre-tax) fund returns.
For large asset managers (which most fixed income managers are), capital is always required to be put to work. This often presents a problem, where a manager is very much constrained by whatâs available in the market. What is available isnât always economically convenient. Indeed, there are numerous examples of highly liquid bonds in the market having average (or worse) tax characteristics.
Tax-aware fixed income investing is rarely discussed, but for taxable investors, the cumulative impact is hard to ignore. And it starts with a conversation - about your goals, your tax picture, and whether your fixed income portfolio actually reflects them. If this perspective resonates with you, we would be happy to discuss it further.
â
â
This video is not intended for public use or distribution. There can be no guarantee that any projection, forecast, or opinion will be realized. All information provided is for informational purposes only and should not be construed as investment advice. Users of these materials are advised to conduct their own analysis prior to making any investment decision. Ewing Morris does not currently own any of the discussed securities at the time of publishing. This video relied upon the tax rates in Ontario, Canada as at September 2025. Individual tax rates may vary from those presented in the video. Viewers should consult with their tax advisor on the tax rate that is applicable to their individual circumstances. The market and industry data presented in this video was obtained from third party sources believed to be reliable. This data is subject to change. In addition, this video does not purport to be all-inclusive or contain all of the information that may be required to make a full analysis of the securities discussed or an investment opportunity. Recipients of this video should make their own evaluation and of the relevance and adequacy of the information contained herein and should make such other investigations as they deem necessary. Sources include: Bloomberg, Ewing Morris, Canada Revenue Agency and Ontario Ministry of Finance.
As the substantial majority of our investors are tax-paying individuals and families, we believe it is our duty to incorporate an after-tax mindset in our bond investment activity. Let's start with some conventional wisdom:
"Concern yourself with making money first - then think about the taxes."
We regard this as excellent advice - for equity investors. Because stocks carry exceptionally wide ranges of asset value, the success of the investment is largely defined by its entry price, not it's tax rate. Fixed income is a different matter however. Â Here, different classes of debt carry relatively smaller differences of return. When combined with vastly different tax rates between capital gains and ordinary interest income, it turns out that after-tax returns in fixed income vastly differ often depending on how the returns were produced.
To our delight, we have observed that the market largely does not differentiate between bonds based on their tax characteristics. Naturally, we have been capitalizing on this dynamic for you since the Fundâs inception, more than nine years ago.
â
The essence of this tax-aware mindset is to favor bonds issued with low interest rates (ie: a low âcouponâ). Since market yields change, bond prices also change to reflect a new fair rate of return. This means bonds with very low, below-market coupons tend to be priced at attractive discounts to par. The lower a bondâs coupon, the higher the price discount tends to be. Through this price discount, a bondâs return becomes more valuable. A bond priced at a discount earns its return not only through its coupon, but (importantly) through the gradual appreciation of its price to par maturity. And the greater the price discount, the greater proportion of the bondâs total return will be generated from the bondâs price appreciation. This price appreciation is counted as a capital gain, which conventionally bears a substantially more favorable tax treatment than ordinary interest income. In an asset class that sweats over basis points (one-hundredths of a percent), this is a highly valuable nuance for taxable clients. And while this approach produces no difference to the pre-tax results you see on the facing page of this letter, it has the potential to make a difference to your bank account and in a few other ways which we will share.
â
Taxes on interest income are paid annually as the income is received, so a traditional, high-coupon bond could logically results in a higher tax bill every year. By contrast, a low-coupon, discounted bond gradually moving to par should incur far less tax until the year of its sale (or its maturity as the bond returns to par), effectively postponing much of the tax impact, better compounding an investmentâs value.
Taxes on capital gains are owed only if the bond is sold at a profit. When the bulk of an investmentâs expected return comes from price appreciation, this is advantageous. Capital gains tax is, by definition, contingent on the success of the investment. On the other hand, high-coupon bonds generate taxable interest every year, even if the bond later loses value or - even worse - the company goes bankrupt.
Since higher yields typically mean higher credit risk, we are always seeking more conservative ways to achieve safer after-tax returns. By taking advantage of the tax benefits of discounted, low-coupon bonds, we have historically been able to achieve similar levels of after-tax return of a higher-yield, higher-risk bond, through a lower-risk company based on our opinion of its fundamentals and/or stated credit rating.
Another benefit comes from company takeovers. Each year, itâs not unusual for four to five percent of public companies to be delisted due to mergers or acquisitions.1 When this happens, their bonds are very often paid off at par or better. Discounted bonds, in these cases, contain a âhidden bonusâ - the chance for an immediate and positive jump in value if such an event occurs. We should add that this value is not theoretical - we experienced two of these events in the portfolio just last year.
While this concept is simple, we have taken it very seriously. We have applied this lens as weâve scoured the market for opportunities. Fortunately, we found an excellent base for tax-advantaged idea generation: the US convertible bond market. These bonds (which must be paid in cash at their maturity unlike their Canadian counterparts) typically bear coupons between zero and two percent and have five-year terms.2 This US$300 billion-dollar market trades primarily over equity or equity derivative desks, putting it outside the scope of convenience for many traditional fixed income investors. We also like that, given the number of issuers (~500), in our experience, at any given time there are convertible bond issuers that are amid some adversity or mispricing. We have shared convertible bond case studies to highlight this attractive space in prior communications. In sum, our activity in this fixed income market niche is a perfect example of how we use our flexible mandate to generate quality risk-adjusted returns.
So why doesnât everyone else focus on low coupon bonds? The reasons are many.
The investment management industry â fixed income in particular â has very substantial customers in pensions, endowments, and foundations. These entities are often the largest and most popular organizations to service. These entities are tax-exempt, so they do not care about the sources of return. Investment managers who count these entities as large clients (almost any manager of scale) may naturally jettison tax considerations as well.
Because of the multi-faceted nature of taxes and varying individual tax rates, it is not particularly easy to communicate results with respect to tax. In addition, since pre-tax returns are the industry standard basis of competition, it should not be a surprise that some managers simply optimize for âheadlineâ (pre-tax) fund returns.
For large asset managers (which most fixed income managers are), capital is always required to be put to work. This often presents a problem, where a manager is very much constrained by whatâs available in the market. What is available isnât always economically convenient. Indeed, there are numerous examples of highly liquid bonds in the market having average (or worse) tax characteristics.
Tax-aware fixed income investing is rarely discussed, but for taxable investors, the cumulative impact is hard to ignore. And it starts with a conversation - about your goals, your tax picture, and whether your fixed income portfolio actually reflects them. If this perspective resonates with you, we would be happy to discuss it further.
â
â
This video is not intended for public use or distribution. There can be no guarantee that any projection, forecast, or opinion will be realized. All information provided is for informational purposes only and should not be construed as investment advice. Users of these materials are advised to conduct their own analysis prior to making any investment decision. Ewing Morris does not currently own any of the discussed securities at the time of publishing. This video relied upon the tax rates in Ontario, Canada as at September 2025. Individual tax rates may vary from those presented in the video. Viewers should consult with their tax advisor on the tax rate that is applicable to their individual circumstances. The market and industry data presented in this video was obtained from third party sources believed to be reliable. This data is subject to change. In addition, this video does not purport to be all-inclusive or contain all of the information that may be required to make a full analysis of the securities discussed or an investment opportunity. Recipients of this video should make their own evaluation and of the relevance and adequacy of the information contained herein and should make such other investigations as they deem necessary. Sources include: Bloomberg, Ewing Morris, Canada Revenue Agency and Ontario Ministry of Finance.
As the substantial majority of our investors are tax-paying individuals and families, we believe it is our duty to incorporate an after-tax mindset in our bond investment activity. Let's start with some conventional wisdom:
"Concern yourself with making money first - then think about the taxes."
We regard this as excellent advice - for equity investors. Because stocks carry exceptionally wide ranges of asset value, the success of the investment is largely defined by its entry price, not it's tax rate. Fixed income is a different matter however. Â Here, different classes of debt carry relatively smaller differences of return. When combined with vastly different tax rates between capital gains and ordinary interest income, it turns out that after-tax returns in fixed income vastly differ often depending on how the returns were produced.
To our delight, we have observed that the market largely does not differentiate between bonds based on their tax characteristics. Naturally, we have been capitalizing on this dynamic for you since the Fundâs inception, more than nine years ago.
â
The essence of this tax-aware mindset is to favor bonds issued with low interest rates (ie: a low âcouponâ). Since market yields change, bond prices also change to reflect a new fair rate of return. This means bonds with very low, below-market coupons tend to be priced at attractive discounts to par. The lower a bondâs coupon, the higher the price discount tends to be. Through this price discount, a bondâs return becomes more valuable. A bond priced at a discount earns its return not only through its coupon, but (importantly) through the gradual appreciation of its price to par maturity. And the greater the price discount, the greater proportion of the bondâs total return will be generated from the bondâs price appreciation. This price appreciation is counted as a capital gain, which conventionally bears a substantially more favorable tax treatment than ordinary interest income. In an asset class that sweats over basis points (one-hundredths of a percent), this is a highly valuable nuance for taxable clients. And while this approach produces no difference to the pre-tax results you see on the facing page of this letter, it has the potential to make a difference to your bank account and in a few other ways which we will share.
â
Taxes on interest income are paid annually as the income is received, so a traditional, high-coupon bond could logically results in a higher tax bill every year. By contrast, a low-coupon, discounted bond gradually moving to par should incur far less tax until the year of its sale (or its maturity as the bond returns to par), effectively postponing much of the tax impact, better compounding an investmentâs value.
Taxes on capital gains are owed only if the bond is sold at a profit. When the bulk of an investmentâs expected return comes from price appreciation, this is advantageous. Capital gains tax is, by definition, contingent on the success of the investment. On the other hand, high-coupon bonds generate taxable interest every year, even if the bond later loses value or - even worse - the company goes bankrupt.
Since higher yields typically mean higher credit risk, we are always seeking more conservative ways to achieve safer after-tax returns. By taking advantage of the tax benefits of discounted, low-coupon bonds, we have historically been able to achieve similar levels of after-tax return of a higher-yield, higher-risk bond, through a lower-risk company based on our opinion of its fundamentals and/or stated credit rating.
Another benefit comes from company takeovers. Each year, itâs not unusual for four to five percent of public companies to be delisted due to mergers or acquisitions.1 When this happens, their bonds are very often paid off at par or better. Discounted bonds, in these cases, contain a âhidden bonusâ - the chance for an immediate and positive jump in value if such an event occurs. We should add that this value is not theoretical - we experienced two of these events in the portfolio just last year.
While this concept is simple, we have taken it very seriously. We have applied this lens as weâve scoured the market for opportunities. Fortunately, we found an excellent base for tax-advantaged idea generation: the US convertible bond market. These bonds (which must be paid in cash at their maturity unlike their Canadian counterparts) typically bear coupons between zero and two percent and have five-year terms.2 This US$300 billion-dollar market trades primarily over equity or equity derivative desks, putting it outside the scope of convenience for many traditional fixed income investors. We also like that, given the number of issuers (~500), in our experience, at any given time there are convertible bond issuers that are amid some adversity or mispricing. We have shared convertible bond case studies to highlight this attractive space in prior communications. In sum, our activity in this fixed income market niche is a perfect example of how we use our flexible mandate to generate quality risk-adjusted returns.
So why doesnât everyone else focus on low coupon bonds? The reasons are many.
The investment management industry â fixed income in particular â has very substantial customers in pensions, endowments, and foundations. These entities are often the largest and most popular organizations to service. These entities are tax-exempt, so they do not care about the sources of return. Investment managers who count these entities as large clients (almost any manager of scale) may naturally jettison tax considerations as well.
Because of the multi-faceted nature of taxes and varying individual tax rates, it is not particularly easy to communicate results with respect to tax. In addition, since pre-tax returns are the industry standard basis of competition, it should not be a surprise that some managers simply optimize for âheadlineâ (pre-tax) fund returns.
For large asset managers (which most fixed income managers are), capital is always required to be put to work. This often presents a problem, where a manager is very much constrained by whatâs available in the market. What is available isnât always economically convenient. Indeed, there are numerous examples of highly liquid bonds in the market having average (or worse) tax characteristics.
Tax-aware fixed income investing is rarely discussed, but for taxable investors, the cumulative impact is hard to ignore. And it starts with a conversation - about your goals, your tax picture, and whether your fixed income portfolio actually reflects them. If this perspective resonates with you, we would be happy to discuss it further.
â
â
This video is not intended for public use or distribution. There can be no guarantee that any projection, forecast, or opinion will be realized. All information provided is for informational purposes only and should not be construed as investment advice. Users of these materials are advised to conduct their own analysis prior to making any investment decision. Ewing Morris does not currently own any of the discussed securities at the time of publishing. This video relied upon the tax rates in Ontario, Canada as at September 2025. Individual tax rates may vary from those presented in the video. Viewers should consult with their tax advisor on the tax rate that is applicable to their individual circumstances. The market and industry data presented in this video was obtained from third party sources believed to be reliable. This data is subject to change. In addition, this video does not purport to be all-inclusive or contain all of the information that may be required to make a full analysis of the securities discussed or an investment opportunity. Recipients of this video should make their own evaluation and of the relevance and adequacy of the information contained herein and should make such other investigations as they deem necessary. Sources include: Bloomberg, Ewing Morris, Canada Revenue Agency and Ontario Ministry of Finance.
As the substantial majority of our investors are tax-paying individuals and families, we believe it is our duty to incorporate an after-tax mindset in our bond investment activity. Let's start with some conventional wisdom:
"Concern yourself with making money first - then think about the taxes."
We regard this as excellent advice - for equity investors. Because stocks carry exceptionally wide ranges of asset value, the success of the investment is largely defined by its entry price, not it's tax rate. Fixed income is a different matter however. Â Here, different classes of debt carry relatively smaller differences of return. When combined with vastly different tax rates between capital gains and ordinary interest income, it turns out that after-tax returns in fixed income vastly differ often depending on how the returns were produced.
To our delight, we have observed that the market largely does not differentiate between bonds based on their tax characteristics. Naturally, we have been capitalizing on this dynamic for you since the Fundâs inception, more than nine years ago.
â
The essence of this tax-aware mindset is to favor bonds issued with low interest rates (ie: a low âcouponâ). Since market yields change, bond prices also change to reflect a new fair rate of return. This means bonds with very low, below-market coupons tend to be priced at attractive discounts to par. The lower a bondâs coupon, the higher the price discount tends to be. Through this price discount, a bondâs return becomes more valuable. A bond priced at a discount earns its return not only through its coupon, but (importantly) through the gradual appreciation of its price to par maturity. And the greater the price discount, the greater proportion of the bondâs total return will be generated from the bondâs price appreciation. This price appreciation is counted as a capital gain, which conventionally bears a substantially more favorable tax treatment than ordinary interest income. In an asset class that sweats over basis points (one-hundredths of a percent), this is a highly valuable nuance for taxable clients. And while this approach produces no difference to the pre-tax results you see on the facing page of this letter, it has the potential to make a difference to your bank account and in a few other ways which we will share.
â
Taxes on interest income are paid annually as the income is received, so a traditional, high-coupon bond could logically results in a higher tax bill every year. By contrast, a low-coupon, discounted bond gradually moving to par should incur far less tax until the year of its sale (or its maturity as the bond returns to par), effectively postponing much of the tax impact, better compounding an investmentâs value.
Taxes on capital gains are owed only if the bond is sold at a profit. When the bulk of an investmentâs expected return comes from price appreciation, this is advantageous. Capital gains tax is, by definition, contingent on the success of the investment. On the other hand, high-coupon bonds generate taxable interest every year, even if the bond later loses value or - even worse - the company goes bankrupt.
Since higher yields typically mean higher credit risk, we are always seeking more conservative ways to achieve safer after-tax returns. By taking advantage of the tax benefits of discounted, low-coupon bonds, we have historically been able to achieve similar levels of after-tax return of a higher-yield, higher-risk bond, through a lower-risk company based on our opinion of its fundamentals and/or stated credit rating.
Another benefit comes from company takeovers. Each year, itâs not unusual for four to five percent of public companies to be delisted due to mergers or acquisitions.1 When this happens, their bonds are very often paid off at par or better. Discounted bonds, in these cases, contain a âhidden bonusâ - the chance for an immediate and positive jump in value if such an event occurs. We should add that this value is not theoretical - we experienced two of these events in the portfolio just last year.
While this concept is simple, we have taken it very seriously. We have applied this lens as weâve scoured the market for opportunities. Fortunately, we found an excellent base for tax-advantaged idea generation: the US convertible bond market. These bonds (which must be paid in cash at their maturity unlike their Canadian counterparts) typically bear coupons between zero and two percent and have five-year terms.2 This US$300 billion-dollar market trades primarily over equity or equity derivative desks, putting it outside the scope of convenience for many traditional fixed income investors. We also like that, given the number of issuers (~500), in our experience, at any given time there are convertible bond issuers that are amid some adversity or mispricing. We have shared convertible bond case studies to highlight this attractive space in prior communications. In sum, our activity in this fixed income market niche is a perfect example of how we use our flexible mandate to generate quality risk-adjusted returns.
So why doesnât everyone else focus on low coupon bonds? The reasons are many.
The investment management industry â fixed income in particular â has very substantial customers in pensions, endowments, and foundations. These entities are often the largest and most popular organizations to service. These entities are tax-exempt, so they do not care about the sources of return. Investment managers who count these entities as large clients (almost any manager of scale) may naturally jettison tax considerations as well.
Because of the multi-faceted nature of taxes and varying individual tax rates, it is not particularly easy to communicate results with respect to tax. In addition, since pre-tax returns are the industry standard basis of competition, it should not be a surprise that some managers simply optimize for âheadlineâ (pre-tax) fund returns.
For large asset managers (which most fixed income managers are), capital is always required to be put to work. This often presents a problem, where a manager is very much constrained by whatâs available in the market. What is available isnât always economically convenient. Indeed, there are numerous examples of highly liquid bonds in the market having average (or worse) tax characteristics.
Tax-aware fixed income investing is rarely discussed, but for taxable investors, the cumulative impact is hard to ignore. And it starts with a conversation - about your goals, your tax picture, and whether your fixed income portfolio actually reflects them. If this perspective resonates with you, we would be happy to discuss it further.
â
â
This video is not intended for public use or distribution. There can be no guarantee that any projection, forecast, or opinion will be realized. All information provided is for informational purposes only and should not be construed as investment advice. Users of these materials are advised to conduct their own analysis prior to making any investment decision. Ewing Morris does not currently own any of the discussed securities at the time of publishing. This video relied upon the tax rates in Ontario, Canada as at September 2025. Individual tax rates may vary from those presented in the video. Viewers should consult with their tax advisor on the tax rate that is applicable to their individual circumstances. The market and industry data presented in this video was obtained from third party sources believed to be reliable. This data is subject to change. In addition, this video does not purport to be all-inclusive or contain all of the information that may be required to make a full analysis of the securities discussed or an investment opportunity. Recipients of this video should make their own evaluation and of the relevance and adequacy of the information contained herein and should make such other investigations as they deem necessary. Sources include: Bloomberg, Ewing Morris, Canada Revenue Agency and Ontario Ministry of Finance.

The relationship between ownership and corporate decision making is fundamental to market-based systems.
And in 'Corporate America', owners decide.
The decision making powers of owners is arguably one of the most under-appreciated drivers found in an economy. After all, markets in goods and services aren't the only market. We also live in a market of ideas - and their corollary - decisions. Just as markets show us which goods and services are deserving of use, on a daily basis financial markets also show us real-time appraisals of entire companies and company leadership. Â Most of the time, these appraisals offer varying degrees of satisfaction with the current situation. But sometimes, these appraisals express dissatisfaction that double as a stark plea for new ideas about what can be done at a company. At this point, those shareholders who genuinely care about the value of their investment will often step onto the stage - either in front or behind the curtain. These shareholders are often labeled as âactivistsâ. We pay close attention to situations with âenergizedâ shareholders because these situations have made for great corporate bond investment opportunities.
Let me tell you why.
It is the duty, and hopefully the creed, of any board to genuinely receive and incorporate the feedback of its owners. However, in practice, boards are often wary to meet critical feedback with arms wide open. This is the reason why Shareholder Activism works a lot like monetary policy: with long and variable lags. But, because bond investors are paid to wait, these lags donât matter as much to the strategy we call âBondholder Spectatorshipâ.
Bondholder Spectatorship is a flexible and unprovocative approach of monetizing the successful work of shareholder activists. This is done through well-purchased corporate bonds of companies that are likely to attract, or have already attracted, shareholder engagement.
When a companyâs shareholder base becomes sufficiently âenergizedâ, the potential for a transformational change emerges. And changes of this magnitude can be a best-case scenario for bondholders. Â Just like the sale of a home has implications for the propertyâs mortgage, the events shareholder activists often seek (ie: spin offs, asset sales, whole-company sale) can often require the early retirement of the companyâs bonds. Finding these opportunities requires not only an eye (or ear) for activism candidates, but it also requires an eye for passages in bond contracts that spell a particular commercial outcome related to the targeted event.
For equity investors, these long and variable lags can turn a strong thesis into a weak investment. For bond investors, these lags matter much less. As opposed to burning a hole an investor's pocket, a well-purchased bond in a situation subject to engagement fills the investor's pocket as they wait.
You would think the credit market would be focused on situations like these. In our experience, they are largely not - or at least not enough. But there is a reason for this: these situations are edge cases. They fit an equity investor niche who knows how to spot them - and act. So not only is this investment style a distinct niche, but it is a niche grounded in an entirely different asset class. It is no wonder these situations often overlooked by bond managers - especially investment grade managers who run highly diversified portfolios. The statistic of fixed income assets managed per investment professional lays bare why these niches arenât a greater focus: on average, they just donât move the needle like sector, quality or duration bets do. It is for these reasons that bond market pricing often does not change consistently with the underlying facts.
When examining common investment mistakes, it is worth considering that many are not due to a failure to understand the capital structure or the fundamentals of the credit. The predominant cause is a lack of situational awareness. This is because the actual signal of distinct situations can be subtle. Even if the facts of a play are in obvious view, like pieces on a chessboard, there can be a big difference between seeing a situation's constituent parts and understanding the actual situation on the board. If the situation could speak, it might quip: "I can explain this to you; I can't understand it for you."
The value of a situation is simple. It is a function of two things: 1) the probability of the state-change and 2) given the new state, the change in price of the bond.
When broken down into its parts, situations to focus on become obvious: 1) High imbalances of power in favor of capable shareholders. This drives a meaningful probability of state-change; 2) Obvious potential corporate end-states (ie: a sale instead of a spin, breakup or buyback). This allows potential capital structures, credit metrics and contractual implications to better forecasted; and 3) Discounted trading prices relative to that which would be relevant in the expected end state.
Given this framework, most of the time the most valuable part is the assessment of the probability of the state-change itself. This is because corporate bond markets tend to have a default setting on outlier corporate actions: zero. This is our opportunity - to capture what we internally refer to a "free option". A simple 8-k or few lines of a press release can be a meaningful signal that may indicate a high potential for a change in state. It is exhilarating to find these gems, which are usually buried in less-examined financial disclosure.
Since bond markets are still dominated by humans - and their biases (including linear thinking) this is why we are focused so intently on the signals that can indicate the existence of these free options - a potential non-linear path ahead.

























