In The Public Eye

 

Selling long-term debt in the bond market isn't a financing avenue for a company wishing to keep business details -- especially its numbers -- private. Even if the equity stays completely private, the issuing company, like it or not, must live in the public eye. It is expected to follow the same rules that govern any business offering its securities to public investors. Companies are required to keep investors informed and up to date on their performance after they have registered and sold their bonds. This means sending quarterly and annual reports to bond holders, and also filing 10-K and 10-Q statements with the Securities & Exchange Commission.

While a private offering to fewer than 300 investors will not trigger an SEC public disclosure requirement, most investment bankers insist, nevertheless, that companies they agree to underwrite release their updated, audited financials and file 10-Ks. "If there's no public information on a particular company," explains a Wall Street securities lawyer, "it's difficult to make a market."

There are some types of important information, however, that issuers of public debt aren't normally asked to furnish. A private investor, such as an insurance company, for instance, would routinely inquire about sales forecasts and marketing strategy. But public investors are generally less hungry for such "soft information." Moreover, companies are circumscribed by the SEC as to how business projections can be made. "A company selling public debt doesn't have to provide much detail about its plans for the future," says one big institutional buyer. "What you say can be very general." Instead of seeking to influence the way the business functions, bond investors rely more heavily on the safety of liquid markets. "If you really don't like what's going on within a company," says David B. Solomon, president of Solomon Asset Management Inc. in New York City, "what you do is sell the bond."