How a Federal Bond Gets Issued

The global bond markets are many times larger than the collective stock markets, both in the monetary value of bonds outstanding and in dollar value of bonds traded on a daily basis. Yet, investors seem to know relatively little about bonds as compared to stocks. Even federal bonds, known as Treasury bonds (T-bonds) in the U.S., are not free from obscurity, though they compose a significant portion of the entire bond market and are considered the safest fixed-income investment—the benchmark against which the risk factor of other bonds, and in fact many other securities, are measured.

Let's examine the process by which a government issues bonds.

Federal bond issues are coordinated by the central bank. When it's anticipating a new federal bond issue, the central bank first conducts an informal survey about current market conditions and the type of issue investors might prefer. These informal discussions are held with investment dealers, banks, and other market participants who have experience with bond issues of the size and type being considered.

Before the details of the new bond issue are decided, several important questions have to be answered. Most importantly, the federal government must determine the precise purpose for the issue. Often, it will relate to a specific capital project being planned by the government: a major new road or bridge, for example. But the purpose can also be something as general as refunding prior debt—that is, paying off past loans or bonds with new funds, that can presumably be borrowed at a more favorable interest rate.

Other preliminary questions concern the legal parameters surrounding the potential issue, as defined by federal legislation. There must be a legal precedent that outlines the conditions under which the bond issue can be undertaken. Such a legal precedent relates to the issue's purpose. When its purpose is to fund a capital project, the legal precedents must function to determine whether the funds raised are used for an endeavor that serves national taxpayers and the greater good of federal constituents. In the case of the refund of a prior debt issue, the question is whether or not the debt is refundable under federal tax rules.

Finally, government officials must decide how the bonds will be sold. In some cases, if the government has a pre-existing working relationship with a certain investment firm, it may choose that firm to be the sole underwriter for the bond issue. A single underwriter relationship can also make sense under other conditions—if, for example, the issue is simple enough or if its denomination is small enough that involving multiple underwriters would be more trouble than it's worth. By contrast, if it is a large bond issue, the government will host a bond auction and invite multiple underwriters to attend and participate in the bidding process.

Whether the government chooses to use one underwriter or several, the next important step is the marketing phase. The first step of this phase for the government, as the bond issuer, is to prepare a preliminary official statement, or disclosure document, to deliver to potential purchasers. The bond issuer typically employs the services of a specialized bond counsel firm to work with its usual solicitor on the legal aspects of the financing. Together the bond counsel and solicitor work on matters, such as federal and state law and tax approvals, ensuring proper legal procedures are being followed.

One of the most important legal requirements for a federal bond issue is that a public meeting be held after a reasonable marketing period. During this marketing period, usually lasting about a week, potential purchasers thoroughly review and evaluate the disclosure document. The procedure followed for the public meeting depends upon whether the government used a single underwriter or invited several underwriters to participate in a competitive tender.

In the case of a single underwriter relationship, the underwriter comes to the public meeting with a firm purchase proposal. The purchase proposal contains specific and precise terms of the bond issue, including the principal amount of the bonds, interest rates to be paid, the amortization schedule and details about any prepayment provisions. These matters can be further negotiated and refined at the meeting and the proposal can then be approved, making the meeting the official confirmation of terms.

By contrast, if the government has invited several underwriters to participate in the issue, each group submits its purchase bid on the day of the public meeting, and a full-fledged auction takes place until all the bonds are duly distributed.

In the last steps of the federal bond issue process, the underwriter or underwriters wire the purchase price for the bonds to the paying agent. The paying agent then pays the costs of issuance, at the direction of the issuer. The paying agent plays an important practical role in the bond issue: It sees that funds are properly distributed according to the intended purpose of the bond issue.

For example, the paying agent applies the balance of the bonds' proceeds to the construction project's accounts, if the bond is financing a public project. Or it applies the proceeds to debt holders if the bond issue is meant to refund prior debt. After the closing of the bond distribution, the bond counsel distributes a complete set of closing documents to each participant.

This brings us to the final step in a federal bond issue: the preparation of closing documents. As you might expect, these documents are highly technical in nature, written according to a very specific legal framework. Without going into extensive detail about their contents, suffice to say that closing documents reiterate the terms of the approved purchase proposal, in addition to laying out the procedure by which the bonds are paid for and distributed.

Why should you care about federal bond issues? Because from the perspective of any bond purchaser, including the retail investor, federal bond issues tend to be the safest fixed-income investments available. After all, they are backed by the tax-generating powers of the government. However, the particular nature of each bond issue must still be closely analyzed. An encyclopedic knowledge of the processes and procedures surrounding a federal bond issue is not absolutely necessary to participate in retail bond purchases, but it is still useful to have some understanding of the oft-confusing bond market.

Governments have an obligation to purchasers to ensure that the issues are liquid, marketable and of a size sufficient to ensure easily tradable markets. Ultimately, all of these factors combine to improve the marketability of a particular bond issue and make it more attractive to potential purchasers.