Commercial paper, in the global financial market, is an
unsecured promissory note
A promissory note, sometimes referred to as a note payable, is a legal instrument (more particularly, a financing instrument and a debt instrument), in which one party (the ''maker'' or ''issuer'') promises in writing to pay a determinate sum of ...
with a fixed
maturity of usually less than 270 days. In layperson terms, it is like an "
IOU
An IOU (Abbreviation, abbreviated from the phrase "I owe you") is usually an informal document acknowledging debt. An IOU differs from a promissory note in that an IOU is not a negotiable instrument and does not specify repayment terms such as th ...
" but can be bought and sold because its buyers and sellers have some degree of confidence that it can be successfully redeemed later for cash, based on their assessment of the
creditworthiness
Credit risk is the chance that a borrower does not repay a loan or fulfill a loan obligation. For lenders the risk includes late or lost interest and principal sum, principal payment, leading to disrupted Cash flow, cash flows and increased Colle ...
of the issuing company.
Commercial paper is a
money-market security
Security is protection from, or resilience against, potential harm (or other unwanted coercion). Beneficiaries (technically referents) of security may be persons and social groups, objects and institutions, ecosystems, or any other entity or ...
issued by large corporations to obtain funds to meet short-term debt obligations (for example,
payroll
A payroll is a list of employment, employees of a company who are entitled to receive compensation as well as other work benefits, as well as the amounts that each should obtain. Along with the amounts that each employee should receive for time ...
) and is backed only by an issuing bank or company promise to pay the face amount on the maturity date specified on the note. Since it is not backed by
collateral, only firms with excellent
credit rating
A credit rating is an evaluation of the credit risk of a prospective debtor (an individual, a business, company or a government). It is the practice of predicting or forecasting the ability of a supposed debtor to pay back the debt or default. The ...
s from a recognized
credit rating agency
A credit rating agency (CRA, also called a ratings service) is a company that assigns credit ratings, which rate a debtor's ability to pay back debt by making timely principal and interest payments and the likelihood of default. An agency may ra ...
will be able to sell their commercial paper at a reasonable price. Commercial paper is usually sold at a
discount from face value and generally carries lower interest repayment rates than
bonds or
corporate bonds due to the shorter maturities of commercial paper. Typically, the longer the maturity on a note, the higher the interest rate the issuing institution pays. Interest rates fluctuate with market conditions but are typically lower than banks' rates.
Commercial paper, though a short-term obligation, is typically issued as part of a continuous rolling program, which is either a number of years long (in Europe) or open-ended (in the United States).
Overview
As defined in United States law, commercial paper matures before nine months (270 days), and is only used to fund operating expenses or current assets (e.g., inventories and
receivables) and not used for financing fixed assets, such as land, buildings, or machinery.
By meeting these qualifications it may be issued without U.S. federal government regulation, that is, it need not be
registered with the
U.S. Securities and Exchange Commission. Commercial paper is a type of
negotiable instrument
A negotiable instrument is a document guaranteeing the payment of a specific amount of money, either on demand, or at a set time, whose payer is usually named on the document. More specifically, it is a document contemplated by or consisting of a ...
, where the legal rights and obligations of involved parties are governed by Articles Three and Four of the
Uniform Commercial Code
The Uniform Commercial Code (UCC), first published in 1952, is one of a number of uniform acts that have been established as law with the goal of harmonizing the laws of sales and other commercial transactions across the United States through U ...
, a set of laws adopted by 49 of the 50 states, Louisiana being the exception.
At the end of 2009, more than 1,700 companies in the United States issued commercial paper. As of October 31, 2008, the
U.S. Federal Reserve reported seasonally adjusted figures for the end of 2007: there was $1.7807 trillion in total outstanding commercial paper; $801.3 billion was
"asset backed" and $979.4 billion was not; $162.7 billion of the latter was issued by non-financial corporations, and $816.7 billion was issued by financial corporations.
Outside of the United States, the international Euro-Commercial Paper Market has over $500 billion in outstandings, made up of instruments denominated predominantly in euros, dollars and
sterling.
History
Commercial credit (
trade credit
Trade credit is the loan extended by one trader to another when the goods and services are bought on credit. Trade credit facilitates the purchase of supplies without immediate payment. Trade credit is commonly used by business organizations as a ...
), in the form of
promissory note
A promissory note, sometimes referred to as a note payable, is a legal instrument (more particularly, a financing instrument and a debt instrument), in which one party (the ''maker'' or ''issuer'') promises in writing to pay a determinate sum of ...
s issued by corporations, has existed since at least the 19th century. For instance,
Marcus Goldman, founder of
Goldman Sachs
The Goldman Sachs Group, Inc. ( ) is an American multinational investment bank and financial services company. Founded in 1869, Goldman Sachs is headquartered in Lower Manhattan in New York City, with regional headquarters in many internationa ...
, got his start trading commercial paper in New York in 1869.
Issuance

Commercial paper – though a short-term obligation – is issued as part of a continuous significantly longer rolling program, which is either a number of years long (as in Europe), or open-ended (as in the U.S.).
Because the continuous commercial paper program is much longer than the individual commercial paper in the program (which cannot be longer than 270 days), as commercial paper matures it is replaced with newly issued commercial paper for the remaining amount of the obligation. If the maturity is less than 270 days, the issuer does not have to file a registrations statement with the
SEC, which would mean delay and increased cost.
There are two methods of issuing credit. The issuer can market the securities directly to a
buy and hold
Buy and hold, also called position trading, is an investment strategy whereby an investor buys financial assets or non-financial assets such as real estate, to hold them long term, with the goal of realizing price appreciation, despite volatili ...
investor such as most
money market fund
A money market fund (also called a money market mutual fund) is an open-end mutual fund that invests in short-term debt securities such as US Treasury bills and commercial paper. Money market funds are managed with the goal of maintaining a hig ...
s. Alternatively, it can sell the paper to a dealer, who then sells the paper in the market. The dealer market for commercial paper involves large
securities
A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any for ...
firms and subsidiaries of
bank holding companies
A bank holding company is a Holding company, company that controls one or more banks, but does not necessarily engage in banking itself. The Compound (linguistics), compound bancorp (''banc''/''bank'' + ''corporation, corpration
Rationing is the controlled distribution (marketing), distribution of scarcity, scarce resources, goods, services, or an artificial restriction of demand. Rationing controls the size of the ration, which is one's allowed portion of the resourc ...
') or banco ...
. Most of these firms also are dealers in
US Treasury securities. Direct issuers of commercial paper usually are financial companies that have frequent and sizable borrowing needs and find it more economical to sell paper without the use of an intermediary. In the United States, direct issuers save a dealer fee of approximately 5 basis points, or 0.05% annualized, which translates to $50,000 on every $100 million outstanding. This saving compensates for the cost of maintaining a permanent sales staff to market the paper. Dealer fees tend to be lower outside the United States.
Line of credit
Commercial paper is a lower-cost alternative to a
line of credit
A line of credit is a credit facility extended by a bank or other financial institution to a government, business or individual customer that enables the customer to draw on the facility when the customer needs funds. A financial institution ...
with a bank. Once a business becomes established, and builds a high credit rating, it is often cheaper to draw on a commercial paper than on a bank line of credit. Nevertheless, many companies still maintain bank lines of credit as a "backup". Banks often charge fees for the amount of the line of the credit that ''does not'' have a balance, because under the capital regulatory regimes set out by the
Basel Accords
The Basel Accords refer to the banking supervision accords (recommendations on banking regulations) issued by the Basel Committee on Banking Supervision (BCBS).
Basel I was developed through deliberations among central bankers from major count ...
, banks must anticipate that such unused lines of credit will be drawn upon if a company gets into financial distress. They must therefore put aside equity capital to account for potential loan losses also on the currently unused part of lines of credit, and will usually charge a fee for the cost of this equity capital.
Advantages of commercial paper:
* High credit ratings fetch a lower cost of capital.
* Wide range of maturity provide more flexibility.
* It does not create any
lien
A lien ( or ) is a form of security interest granted over an item of property to secure the payment of a debt or performance of some other obligation. The owner of the property, who grants the lien, is referred to as the ''lienee'' and the pers ...
on asset of the company.
* Tradability of Commercial Paper provides investors with exit options.
Disadvantages of commercial paper:
* Its usage is limited to only
blue chip companies.
* Issuances of commercial paper bring down the bank credit limits.
* A high degree of control is exercised on issue of Commercial Paper.
* Stand-by credit may become necessary
Commercial paper yields
Like treasury bills, yields on commercial paper are quoted on a discount basis—the discount return to commercial paper holders is the annualized percentage difference between the price paid for the paper and the face value using a 360-day year. Specifically, where
is the discount yield,
is the face value,
is the price paid, and
is the term length of the paper in days:
:
and when converted to a
bond equivalent yield (
):
:
Defaults
In case of default, the issuer of commercial paper (large corporate) would be debarred for 6 months and credit ratings would be dropped down from existing to "Default".
Defaults on high quality commercial paper are rare, and cause concern when they occur.
Notable examples include:
* On June 21, 1970,
Penn Central
The Penn Central Transportation Company, commonly abbreviated to Penn Central, was an American class I railroad that operated from 1968 to 1976. Penn Central combined three traditional corporate rivals, the Pennsylvania, New York Central and the ...
filed for bankruptcy under Chapter 7 of the U.S. Bankruptcy Code and defaulted on approximately $77.1 million of commercial paper. This sparked a runoff in the commercial paper market of approximately $3 billion, causing the Federal Reserve to intervene by permitting commercial banks to borrow at the
discount window
Discount may refer to:
Arts and entertainment
* Discount (band), punk rock band that formed in Vero Beach, Florida in 1995 and disbanded in 2000
* ''Discount'' (film), French comedy-drama film
* "Discounts" (song), 2020 single by American rapper C ...
. This placed a substantial burden on clients of the issuing dealer for Penn Central’s commercial paper, Goldman Sachs.
[Ellis, Charles D. The Partnership: The Making of Goldman Sachs. Rev. ed. London: Penguin, 2009. 98. Print.]
* On January 31, 1997, Mercury Finance, a major automotive lender, defaulted on a debt of $17 million, rising to $315 million. Effects were small, partly because default occurred during a robust economy.
* On September 15, 2008,
Lehman Brothers
Lehman Brothers Inc. ( ) was an American global financial services firm founded in 1850. Before filing for bankruptcy in 2008, Lehman was the fourth-largest investment bank in the United States (behind Goldman Sachs, Morgan Stanley, and Merril ...
caused two
money fund
A money market fund (also called a money market mutual fund) is an open-end mutual fund that invests in short-term debt securities such as US Treasury bills and commercial paper. Money market funds are managed with the goal of maintaining a hig ...
s to
break the buck
A money market fund (also called a money market mutual fund) is an open-end mutual fund that invests in short-term debt securities such as US Treasury bills and commercial paper. Money market funds are managed with the goal of maintaining a hig ...
, and led to Fed intervention in money market funds.
See also
*
Asset-backed commercial paper
*
Negotiable instrument
A negotiable instrument is a document guaranteeing the payment of a specific amount of money, either on demand, or at a set time, whose payer is usually named on the document. More specifically, it is a document contemplated by or consisting of a ...
*
Financial analysis
Financial analysis (also known as financial statement analysis, accounting analysis, or analysis of finance) refers to an assessment of the viability, stability, and profitability of a business, sub-business, project or investment.
It is per ...
References
External links
*
* An article on commercial paper and credit market vernacular.
* History of origin, and special regulations governing the issuing of commercial paper.
*
{{DEFAULTSORT:Commercial Paper
Corporate finance
Commercial bonds
Money market instruments
Operations of central banks
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