medium · Debt Capital Markets bond-instruments-structures

An issuer has two bonds outstanding: a Senior Secured bond at the Operating Company (OpCo) and a Senior Secured bond at the Holding Company (HoldCo). The HoldCo bond is secured by the equity of the OpCo.

In a liquidation, why is the OpCo bond considered senior to the HoldCo bond?

  1. The OpCo bond simply carries a materially higher credit rating from each of the three major rating agencies involved.
  2. The OpCo bond has a direct claim on the physical assets, while the HoldCo bond has a claim only on residual equity value.
  3. The HoldCo bond is contractually subordinated to the OpCo bond through the terms of a binding intercreditor agreement.
  4. HoldCo bonds are always legally required to be issued on a fully unsecured basis under the global Basel III capital framework rules.

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