Definition
Debt financing occurs when a firm raises money for working capital or capital expenditures by selling debt instruments to individuals and/or institutional investors. Among the many benefits, debt financing causes tax shield, no dilution would happen (specifically when funds are required for a limited period of time) and residual income is preserved. However, using debt financing while reducing corporate free cash flow and increasing credit risk requires having sufficient collateral.
Ijarah sukuk
Ijarah sukuk are certificates of equal value which evidence undivided ownership in assets such as lands, buildings and installations, machinery and equipment, vehicles and stocks listed on stock exchanges.
With these securities, the originator purchase the asset (subject matter of published securities) from the publisher under an Ijarah Muntahia Bittamleek contract (Asset lease bonds) or applies to finance through cash sale of existing assets at present value of subject matter of securities to publisher and lease them back under Ijarah Muntahia Bittamleek contract (Sale and lease back contract) to provide required cash (cash lease agreement).
Meanwhile the process, a lawyer- client relation established within publisher and holders of Ijarah sukuk, the publisher commits to buy the asset (subject matter of published securities) with sukuk holders’ paid money and lease it to the originator. However by purchasing the sukuk, investors tend to admit the publisher as their lawyer and the agreement is valid till the maturity of Ijarah sukuk.
The Administrative procedure for issuance of Ijarah sukuk
1.Principle agreement
- Signing a consulting contract to design the financing model and offer securities
- Determining the present value and economic life of the asset
- Creating a feasibility study of indirect financing through issuance of Ijarah sukuk by the consultant
- Reviewing the feasibility study by the originator's auditor to provide a feedback on Observation of rules and regulations, conditions of the asset, future financial information and etc.
- The Consultant, as the representative of the originator, refers to SEO to obtain the principle agreement on indirect financing through the issuance of Ijarah sukuk.
- Reviewing the request by the SEO, if no documentation is missing, the agreement will be issued by the SEO.
2.Permit issuance
- Taking steps for the contracts to be signed by parties.
- Providing the documentation required for obtaining the issuance permit to the SEO, if accords with the issued principal agreement and the designed forms, SEO will provide the permit of issuance of Ijarah sukuk.
3.Completing issuance
- The permit is obtained, the issuer and the consultant embarks on issuing Ijarah sukuk within the permitted time frame
4.Withdrawing funds and ownership transfer
- Reviewing the contract by SEO in order to make sure it complies with the form, if so then the result will be announced to the consultant.
- Issuing the confirmation for fund withdrawal from issuer’s account by SEO.
Service users
In order to finance by Ijarah sukuk, the originator must meet the following criteria:
- Registered and headquartered in Iran
- The entity’s business structure must be one of public companies, cooperative companies, capital funds or non-governmental public entities excluding municipalities
- The auditor’s report for the past 2 fiscal years should have not been declined or not commented
- The operational cash flow for the past two years should be positive, if according to the audited interim financial statements of this year, operational cash flow is positive, it can be included in the calculation of the total cash flow mentioned above;
- The maximum debt to asset ratio shall be 90%.
Observance of 4th and 5th paragraphs is not required, if the banks or credit institutions that are under the supervision of the Central Bank have guaranteed the money and its profit.
Also, the underlying asset of Ijarah sukuk must meet the following criteria:
Utilizing this asset in the business, must result in positive cash flows or prevent outflows
There shall be no legal, contractual or judicial restriction or prohibition on the transfer of assets, interests and rights arising therefrom.
Ownership and its rights has no restriction among issuer
No jointly ownership
The asset can be transferred to others
The asset shall have adequate and sufficient insurance coverage till the ownership is transferred to the originator
Murabahah Sukuk
Murabahah sukuk are certificates of equal value which evidence undivided ownership in assets (debt). These Islamic bonds are used for supplying required financial resources to buy fixed assets (land, building and facilities and transport equipment) or required raw material of production companies. In Murabahah, the originator applies for the purchase of the asset from the issuer (intermediary) under a murabahah contract. Meanwhile with purchase of bonds a lawyer- client relation is established within buyers of murabahah sukuk (as clients) and the publisher of bonds, publisher commits to buy the asset (subject matter of published securities) in cash and sell it to the originator in installments..
The Administrative procedure for issuance of Murabahah sukuk
1.Principle agreement
- Signing a consulting contract to design the financing model and offer securities
- Determining the present value and economic life of the asset
- Creating a feasibility study of indirect financing through issuance of Murabahah sukuk by the consultant
- Reviewing the feasibility study by the originator's auditor to provide a feedback on observation of rules and regulations, conditions of the asset, future financial information and etc.
- The Consultant, as the representative of the originator, refers to SEO to obtain the principle agreement on indirect financing through the issuance of Murabahah sukuk.
- Reviewing the request by the SEO, if no documentation is missing, the agreement will be issued by the SEO.
2.Permit issuance
- Taking steps for the contracts to be signed by parties.
- Providing the documentation required for obtaining the issuance permit to the SEO, if accords with the issued principal agreement and the designed forms, SEO will issue the permit of issuance of murabahah sukuk.
3.Completing issuance
- After the permit is obtained, the issuer and the consultant embarks on issuing murabahah sukuk within the permitted time frame
4.Withdrawing funds and ownership transfer
- The SEO will review the contract in order to make sure it complies with the form, if so then the result will be announced to the consultant.
- SEO issues the confirmation for fund withdrawal from issuer’s account.
Service users
In order to finance by murabahah sukuk, the originator must meet the following criteria:
- Registered and headquartered in Iran
- The entity’s business structure must be one of public companies, cooperative companies, capital funds or non-governmental public entities excluding municipalities
- The auditor’s report for the past 2 fiscal years should have not been declined or not commented
- The operational cash flow for the past two years should be positive, if according to the audited interim financial statements of this year, operational cash flow is positive, it can be included in the calculation of the total cash flow mentioned above;
- The maximum debt to asset ratio shall be 90%.
Observance of 4th and 5th paragraphs is not required, if the banks or credit institutions that are under the supervision of the Central Bank have guaranteed the money and its profit.
Also, the underlying asset for murabahah sukuk must meet the following requirement:
Using this asset in originator’s activities must lead to cash flows or prevent cash outflows
There shall be no legal, contractual or judicial restriction or prohibition on the transfer of assets, interests and rights arising therefrom.
Ownership and its rights has no restriction among issuer
No jointly ownership
The asset can be transferred to others
The asset shall have adequate and sufficient insurance coverage till the ownership is transferred to the originator..
Istisna’ Sukuk
Istisna’ sukuk are securities which are issued by publisher under an Istisna’ contract. Under this contract, one party commits to construct and deliver specified asset for a specified amount of money at a specified time in the future. Meanwhile with purchase of bonds a lawyer- client relation is established within buyers of Istisna’ sukuk and the publisher of bonds, the publisher commits to set the contract with the originator and the originator commits to undertake required preparation and follow-up till the construction of the matter of the issue and its delivery to the Intermediary.
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Administrative procedure for issuance of Istisna’ Sukuk
1.Principle agreement
- Signing a consulting contract to design the financing model and offer securities
- Determining the present value and economic life of the asset
- Creating a feasibility study of indirect financing through issuance of Istisna’ sukuk by the consultant
- Reviewing the feasibility study by the originator's auditor to provide a feedback on observation of rules and regulations, conditions of the asset, future financial information etc.
- The Consultant, as the representative of the originator, refers to SEO to obtain the principle agreement on indirect financing through the issuance of Istisna’ sukuk.
- SEO reviews the request and if no documentation is missing, the agreement will be issued by the SEO.
2.Permit issuance
- Taking steps for the contracts to be signed by parties.
- Providing the documentation required for obtaining the issuance permit to the SEO if accords with the issued principal agreement and the designed forms, SEO will issue the permit of issuance of Istisna’ sukuk.
3.Completing issuance
- After obtaining the permit, the issuer and the consultant embarks on issuing Istisna’ sukuk within the permitted time frame
4.Withdrawing funds and ownership transfer
- Reviewing the contract by SEO in order to make sure it complies with the form, if so then the result will be announced to the consultant.
- Issuing the confirmation for fund withdrawal from issuer’s account by SEO.
Service users
In order to finance by Istisna’ sukuk, the originator must meet the following requirements:
- Registered and headquartered in Iran
- The entity’s business structure must be one of public companies, cooperative companies, capital funds or non-governmental public entities excluding municipalities
- The auditor’s report for the past 2 fiscal years should have not been declined or not commented
- The operational cash flow for the past two years should be positive, if according to the audited interim financial statements of this year, operational cash flow is positive, it can be included in the calculation of the total cash flow aforementioned;
- The maximum debt to asset ratio shall be 90%..
Observance of 4th and 5th paragraphs is not required, if the banks or credit institutions that are under the supervision of the Central Bank have guaranteed the money and its profit.
Also, the underlying asset for Istisna’ sukuk must meet the following criteri
Any property that may be produced and delivered within the specified delivery time by the originator.
Assets that are produced in large quantities or consistently in the short run cannot serve as a basis for the issuance of these securities
There shall be no legal, contractual or judicial restriction or prohibition on the transfer of assets, interests and rights arising therefrom.
The asset shall have adequate and sufficient insurance coverage till the ownership is transferred to the originator..
All required legal licenses and permits must be obtained.
Manfa’ah sukuk
Manfa’ah sukuk are certificates of equal value which evidence undivided ownership of future profit resulting from applying certain assets, offering certain services or any kind of transferable rights for a specified period of time. By buying these securities, buyers let the intermediary firm to contract with the originator in terms of utilizing subject matter of securities and all obtained benefits..
Administrative procedure for issuance of Manfa’ah sukuk
1.Principle agreement
- Signing a consulting contract to design the finance method and offer securities
- Determining the present value and economic life of the asset
- Creating a feasibility study of indirect financing through issuance of Manfa’ah sukuk by the consultant
- Reviewing the feasibility study by the originator's auditor to provide a feedback on rules and regulations observation, conditions of the asset, future financial information etc
- The Consultant, as the representative of the originator, refers to SEO to obtain the principle agreement on indirect financing through the issuance of Manfa’ah sukuk.
- Reviewing the request by the SEO, if no documentation is missing, SEO will issue the agreement.
2.Permit issuance
- Taking steps for the contracts to be signed by parties.
- Providing the documentation required for obtaining the issuance permit to the SEO if accords with the issued principal agreement and the designed forms, SEO will issue the permit of issuance of manfa’ah sukuk
3.Completing issuance
- After obtaining the permit, the issuer and the consultant embarks on issuing manfa’ah sukuk within the permitted time frame
4.Withdrawing funds and ownership transfer
- The SEO will review the contract in order to make sure it complies with the form, if so then the result will be announced to the consultant.
- SEO issues the confirmation for fund withdrawal from issuer’s account.
Service users
In order to finance by Manfa’ah sukuk, the originator must meet the following requirements:
- Registered and headquartered in Iran
- The entity’s business structure must be one of public companies, cooperative companies, capital funds or non-governmental public entities excluding municipalities
- The auditor’s report for the past 2 fiscal years should have not been declined or not commented
- It has been cleared that interest occurred to these sukuk
Observance of 4th and 5th paragraphs is not required, if the banks or credit institutions that are under the supervision of the Central Bank have guaranteed the money and its profit.
Also, the underlying asset for issuance Manfa’ah sukuk must meet the following requirements:
Any property that may be produced and delivered within the time specified by originator.
Assets that are produced in large quantities or consistently in the short run cannot serve as a basis for the issuance of these securities.
There shall be no legal, contractual or judicial restriction or prohibition on the transfer of assets, interests and rights arising therefrom
The asset shall have adequate and sufficient insurance coverage till the ownership is transferred to the originator.
All required legal licenses and permits have been obtained.
Musharakah sukuk
Musharakah sukuk are securities issued for a specified period of time to provide part of financial resources required for manufacturing, construction, services and working capital. Each paper represents the share of its owner in subject matter of published bonds. Meanwhile buyers of Musharakah sukuk established a lawyer- client relation with the issuer in which the issuer may use the proceeds from the sale of the bonds to execute the plan.
Administrative procedure for issuance of Musharakah sukuk
1.Principle agreement
- Signing a consulting contract to design the financing model and offer securities
- Determining the present value and economic life of the asset
- Creating a feasibility study of indirect financing through issuance of Musharakah sukuk by the consultant
- Reviewing the feasibility study by the originator's auditor to provide a feedback on rules and regulations observation, conditions of the asset, future financial information etc.
- The Consultant, as the representative of the originator, refers to SEO to obtain the principle agreement on indirect financing through the issuance of Musharakah sukuk
- SEO reviews the request and if no documentation is missing, the agreement will be issued.
2.Permit issuance
- Holding an extraordinary general meeting to approve the issuance of bonds
- Taking steps for the contracts to be signed by parties.
- Providing the documentation required for obtaining the issuance permit to the SEO if accords with the issued principal agreement and the designed forms, SEO will issue the permit of issuance of Musharakah sukuk.
3.Completing issuance
- After obtaining the permit, the issuer and the consultant embarks on issuing Musharakah sukuk within the permitted time frame
4.Withdrawing funds and ownership transfer
- The SEO will review the contract in order to make sure it complies with the form, if so then the result will be announced to the consultant.
- SEO issues the confirmation for fund withdrawal from issuer’s account
Service users
In order to finance by Musharakah sukuk, the originator must meet the following requirements::
- Registered and headquartered in Iran
- The entity’s business structure must be one of public companies, cooperative companies, capital funds or non-governmental public entities excluding municipalities
It is noted that the project in which bonds are issued for should be profitable, Profitability means financial profitability, in a reasonable time after commencement of operation, a proper profit could be made in addition, to provide current costs and depreciation cost of capital.
Bay al-dayn sukuk
Bay al-dayn sukuks are type of bonds whereby customers’ right to long-term debts are purchased by banks or other financial institutions. The maturity of debts are not necessarily the same as the maturity of the sukuk and the issuance of securities can be based on a part of the debt. By purchasing bay al-dayn sukuk buyers permit intermediary to purchase debts from originator and buying these sukuk whether in primary or secondary market permits the intermediary entities to be the agent till the maturity and final settlement of bay al-dayn sukuks.
Administrative procedure for issuance of bay al-dayn sukuks
1.Principle agreement
- Signing a consulting contract to design the financing model and offer securities
- Determining the present value and economic life of the asset
- Creating a feasibility study of indirect financing through issuance of bay al-dayn sukuks by the consultant
- Review of the feasibility study by the originator's auditor to provide a feedback on rules and regulations observation, conditions of the asset, future financial information etc.
- The Consultant, as the representative of the originator, refers to SEO to obtain the principle agreement on indirect financing through the issuance of bay al-dayn sukuks.
- The request will be reviewed by the SEO and if no documentation is missing, the agreement will be issued by the SEO.
2.Permit issuance
- Holding an extraordinary general meeting to approve the issuance of bonds
- Taking steps for the contracts to be signed by parties.
3.Completing issuance
- After the permit is obtained, the issuer and the consultant embarks on issuing bay al-dayn sukuks within the permitted time frame
4.Withdrawing funds and ownership transfer
- The SEO will review the contract in order to make sure it complies with the form, and will announce the result to the consultant.
- SEO issues the confirmation for fund withdrawal from issuer’s account.
Service users
In order to finance by bay al-dayn sukuks, the originator must meet the following criteria:
- Registered and headquartered in Iran
- The entity’s business structure must be one of public companies, cooperative companies, capital funds or non-governmental public entities excluding municipalities
- The auditor’s report for the past 2 fiscal years should have not been declined or not commented
It is noted that the matter subject asset in which bonds are issued for should be:
in line with originator’s main objectives and the originator must have at least 2 years of experience in that filed.
10% of contracts period (contracts which debts are based on) should be passed, the installments have to be collected, matured or have not exceeded 2 months from maturity date.
The originator cannot base more than 50% of its net debts (based on latest audited financial statements) All required legal authorizations must be obtained from the relevant authorities.
The originator shall have no legal, contractual or judicial restriction or prohibition on the transfer of debts to the intermediary entity, otherwise the originator is liable for damages to the bases and holders of the securities.
All terms and conditions governing debts contracts remain valid after the debts have been transferred to the intermediary entity and the entity has all the rights to the debt
If the debtor is a legal entity, it must be registered and headquartered Iran.
Originator cannot issue these sukuk based on its claims on affiliates or sister companies.
Debts arising out of transactions subject to Article 129 of the Commercial Code, may be based for issuance of bonds only after the approval of such transactions in general meeting.
Audited financial statements should not be conditional, rejected or not-commented.
Asset-backed securities
Asset-backed securities (ABS) are secured by various types of mortgaged assets. These mortgaged assets are long-term debts of legal persons resulted from instalment sales, rent to own and rewards with collateral mortgage.
Administrative procedure for issuance of ABS
1.Principle agreement
- Signing a consulting contract to design the financing model and offer securities
- Determining the present value and economic life of the asset
- Creating a feasibility study of indirect financing through issuance of securities by the consultant
- Reviewing the feasibility study by the originator's auditor to provide a feedback on rules and regulations observation, conditions of the asset, future financial information etc.
- The Consultant, as the representative of the originator, refers to SEO to obtain the principle agreement on indirect financing through the issuance of mortgages.
- SEO reviews the request and if no documentation is missing, the agreement will be issued by the SEO.
2.Permit issuance
- Taking steps for the contracts to be signed by parties.
- Providing the documentation required for obtaining the issuance permit to the SEO if accords with the issued principal agreement and the designed forms, SEO will issue the permit of issuance of mortgages.
3.Completing issuance
- After the permit is obtained, the issuer and the consultant embarks on issuing mortgages within the permitted time frame
4.Withdrawing funds and ownership transfer
- The SEO reviews the contract in order to make sure it complies with the form, if so then the result will be announced to the consultant.
- SEO issues the confirmation for fund withdrawal from issuer’s account.
Service users
In order to finance by securities, the originator must meet the following criteria:
- Registered and headquartered in Iran
- The entity’s business structure must be one of public companies, cooperative companies, capital funds or non-governmental public entities excluding municipalities
- The auditor’s report for the past 2 fiscal years should have not been declined or not commented
It is noted that the matter subject asset, bonds are issued for must meet the following criteria:
10% of contracts period (contracts which debts are based on) should be passed, the installments have to be collected and classified as current.
Money earned from investing installments that had been collected but not paid to the bond holders, belong to them and it can be used to pay the fees for the issuance of mortgage securities.
Standard parallel salaf papers
Standard parallel salaf papers are contracts which based on them the supplier sells a certain amount of its underlying asset for cash in order to be delivered to the buyer in specified time in future. The buyer can sell the equal value to the underlying asset under a standard parallel salaf contract as well.
Administrative procedure for issuance of salaf sukuk
1.Principle agreement
- Signing a consulting contract to design the financing model and offer securities
- Creating salaf sukuk supply and trading prospectus by consultant
- Submitting required documents for bonds to be issued to Iranian Stock Exchange / Energy Exchange by Consultant
- Reviewing documents by reception boards and issuing the agreement
2.Permit issuance
- Taking steps for the contracts to be signed by parties.
- Providing required documents and contracts by the consultant and obtaining the issuance permit
3.Completing issuance
- Offering securities through a sales agent within the deadline set by a underwriter
4. Withdrawing funds and ownership transfer
- The SEO reviews the publishing process and issues the approval
- SEO issues the confirmation for fund withdrawal from issuer’s account.
Service users
In order to finance through issuance of salaf sukuk, the originator must meet the following criteria:
- Registered and headquartered in Iran
- The business structure must be one of public companies or cooperative companies
- Continuous production of the underlying asset by the publisher
- Issuer's financial and operational ability to deliver the physical asset or clear in cash in time of maturity
- Supplying part of bonds’ underlying commodity in cash markets of Iranian commodity exchange or energy exchange
Also noted, the underlying assets of the bonds should meet the following criteria:
The commodity should be one of the goods listed on the Iranian Commodity Exchange or the Energy Exchange or with a strong cash market.
:
No legal restriction on transmission of the commodity
There should be a reliable daily price reference for the cash market of the commodity
It should be possible for the goods to be delivered in due course physically
Underwriting
Underwriting is purchasing securities from publisher and pay the full amount according to the contract. There are two types of underwriting:
- Firm commitment:According to Article 29 (1) of the Securities Market, firm commitment is a third-party pledge to purchase securities that are not sold within the due time. In other words, if the issuer requests the investment bank to issue a firm commitment, ensures that all of its securities are sold after a certain period.
- Best effort:In this type of underwriting, the investment bank values and sells the securities while some papers may not be sold in this model
Service users
- Applicants for bond financing.
- Applicants for the establishment of public corporations and raising capital through the public offering.
- Public corporations in order to raise capital through collected books and cash contribution of shareholders.
Consulting services
In order to expedite the process of publishing securities and increase the quality of information flow, Investment banks (under the license of SEO) offer advice on issuance of debt securities.
Investment banks offers the applicants the most appropriate and least costly way of finance based on studying the applicant’s capital structure, performance and profitability of the firm as well as its future plans. The services provided by Mellat investment bank are as follows:
- Reviewing the publisher financing plan and giving advice on proper method
- Giving advice due to publishing laws and regulations and legal restrictions of the publisher
- Creating feasibility studies, statement of registration or request for exemption of securities registration by publisher
- Being the legal agent of the publisher to the competent authorities in order to follow up the legal issues of securities
- Undertaking marketing studies, giving the publisher advice on issuing securities, terms of issue, underwriting, timing and guidance for selecting the appropriate publishing agent
- Marketing and sales of securities
- Determining the price for sales or underwriting of securities