Docs/Chapter 8
Chapter 8

Corporate Bonds - Protocol Debt Tokens

9 min read10 min read

Corporate bonds are the original protocol debt tokens—$10 trillion in corporate IOUs that trade like governance tokens, yield like staking rewards, and default like unaudited DeFi protocols. Companies mint bonds to fund operations, buybacks, and acquisitions while investors farm yields ranging from 4% (investment grade) to 15% (junk). When these tokens depeg (default), bondholders discover they're unsecured creditors fighting for scraps in bankruptcy court.

The Bond Issuance Stack: Minting Debt Tokens

Corporate bonds are debt securities issued by companies:

The Issuance Process

// Corporate bond issuance
function issueBond(amount, coupon_rate, maturity_years) {
    // Investment bank structures deal
    face_value = 1000;  // Standard bond unit
    total_bonds = amount / face_value;
    
    // Price discovery through book building
    initial_yield = treasury_rate + credit_spread;
    issue_price = face_value / (1 + initial_yield)^maturity_years;
    
    // Payments structure
    annual_payment = face_value * coupon_rate;
    payment_frequency = 2;  // Semi-annual standard
    payment_amount = annual_payment / payment_frequency;
    
    // Company receives
    proceeds = total_bonds * issue_price - fees;
    
    // Investors receive  
    yield_to_maturity = ((face_value - issue_price) + 
                        (annual_payment * maturity_years)) / issue_price;
}

No collateral required for investment grade. Just promises backed by "future cash flows" and rating agency blessing.

Credit Ratings: The Centralized Oracles

Rating agencies are the oracles that determine everything:

The Rating Scale

Rating Moody's S&P/Fitch Meaning Default Rate Avg Spread
Investment Grade "Safe"
AAA Aaa AAA Risk-free (lol) 0.00% +50 bps
AA Aa AA Very strong 0.02% +75 bps
A A A Strong 0.05% +100 bps
BBB Baa BBB Adequate 0.18% +150 bps
Junk Line Below = Degen Territory
BB Ba BB Speculative 0.90% +350 bps
B B B Highly speculative 3.50% +550 bps
CCC Caa CCC Distressed 26.9% +1000 bps
D C D Default 100%

The Rating Game

Companies pay for ratings (conflict much?):

  • Initial Rating: $250k-1M
  • Annual Monitoring: $50-500k
  • Rating Shopping: Ask all three, publish best
  • Threat: "We'll go to your competitor"

It's like if protocols paid Chainlink to report their TVL and threatened to switch oracles for better numbers.

The $10 Trillion Corporate Bond Market

The corporate bond market structure:

Market Breakdown by Quality

Segment Outstanding Average Yield Default Rate
AAA/AA $500B Treasury + 75bps <0.1%
A $2.5T Treasury + 100bps 0.05%
BBB $3.5T Treasury + 150bps 0.18%
High Yield (BB/B) $2T Treasury + 450bps 2%
Distressed (CCC) $1.5T Treasury + 1000bps 25%

By Sector

  • Financials: $3T (banks issuing debt to lever up)
  • Technology: $1.5T (Apple has $100B in bonds)
  • Energy: $1.2T (oil companies leveraging reserves)
  • Healthcare: $1T (pharma funding R&D)
  • Real Estate: $800B (REITs everywhere)
  • Everything Else: $2.5T

High Yield Bonds: The Degen Farms

High yield bonds (junk bonds) are the degen yield farms of TradFi:

Junk Bond Characteristics

  • Yields: 7-15% (or higher)
  • Default Rates: 2-4% annually
  • Recovery: 40 cents on the dollar
  • Volatility: Trades like stocks
  • Leverage: Often 6-10x EBITDA

Famous Junk Bond Blowups

  • Lehman Brothers: $600B in bonds → $0
  • Enron: $13B in bonds → $0
  • WorldCom: $30B in bonds → $0
  • Hertz 2020: Tried to issue bonds IN BANKRUPTCY

The Junk Bond Math

// High yield expected return
function junkBondReturn(yield, default_rate, recovery_rate) {
    probability_payment = 1 - default_rate;
    expected_recovery = default_rate * recovery_rate;
    
    expected_return = (yield * probability_payment) + 
                     (expected_recovery - 1) * default_rate;
    
    // Example: 10% yield, 3% default, 40% recovery
    // = (0.10 * 0.97) + (0.40 - 1) * 0.03
    // = 0.097 - 0.018 = 7.9% expected return
}

It's yield farming with credit risk instead of smart contract risk.

Covenant Structure: The Smart Contract Terms

Bond covenants are the terms and conditions—except written in legalese instead of Solidity:

Typical Covenants

Type Requirement What It Prevents
Debt/EBITDA <4.0x Overleveraging
Interest Coverage >3.0x Can't pay interest
Asset Sales Restricted Selling the company
Dividends Limited Bleeding cash to equity
Change of Control Put right Takeover without consent

Covenant-Lite: The No-Rules Bonds

Post-2008, covenants disappeared:

  • 2007: 25% of bonds were cov-lite
  • 2024: 90% of bonds are cov-lite
  • Result: No protection for bondholders
  • Why: Desperate for yield in ZIRP

It's like protocols removing all safety checks because "number go up."

The Bond Trading Market: OTC Dark Forest

Corporate bonds trade OTC (over-the-counter), not on exchanges:

How Bond Trading Works

  1. No Central Exchange: Trade through dealers
  2. Phone/Chat Based: "Hey, got any IBM 2030s?"
  3. Wide Spreads: 0.5-2% on corporates
  4. Opaque Pricing: No real-time quotes
  5. TRACE Reporting: Trades reported after 15 minutes

The Dealer Oligopoly

Dealer Market Share Daily Volume Spread Capture
JPMorgan 15% $30B $75M
Bank of America 12% $24B $60M
Citi 10% $20B $50M
Goldman Sachs 10% $20B $50M
Morgan Stanley 8% $16B $40M

They see all flow and trade against clients. It's the original dark forest.

Electronic Trading Platforms

Trying to DEX-ify bonds:

  • MarketAxess: $8B daily volume
  • Tradeweb: $5B daily
  • Bloomberg: Still dominant for price discovery
  • Direct Matching: 20% of volume, growing

But dealers still control the market through inventory and relationships.

Callable Bonds: The Rug Pull Option

Many bonds are callable—the issuer can force redemption:

Call Structure

// Callable bond pricing
function callableBond(face_value, coupon, call_price, years_to_call) {
    // Company will call if rates drop
    if (market_rate < coupon) {
        // Refinance at lower rate
        bond_called = true;
        investor_receives = call_price;  // Usually 101-105% of par
    } else {
        // Let it ride
        investor_receives = face_value + remaining_coupons;
    }
    
    // Yield to worst (YTW)
    ytw = Math.min(yield_to_call, yield_to_maturity);
}

The Call Option Value

  • Issuer has option: Heads I win, tails you lose
  • Premium for callable: 25-50 bps higher yield
  • When called: You're forced out at worst time
  • Reinvestment risk: Rates are lower when called

It's like if protocols could force you to unstake when yields drop elsewhere.

Convertible Bonds: Debt with Token Warrants

Convertible bonds are bonds that convert to equity:

Conversion Mechanics

// Convertible bond structure
function convertibleBond(bond_face, conversion_ratio, stock_price) {
    conversion_price = bond_face / conversion_ratio;
    
    // Example: $1000 bond, ratio 20
    // Converts at $50/share
    
    if (stock_price > conversion_price * 1.3) {
        // In the money - convert
        value = conversion_ratio * stock_price;
        action = "CONVERT";
    } else {
        // Out of money - hold bond
        value = bond_face + coupons;
        action = "HOLD_BOND";
    }
    
    // Delta hedging by arb funds
    hedge_ratio = 0.6;  // Own 60% of shares as hedge
}

Convert Arb Hedge Funds

Specialized funds that:

  1. Buy convertible bond (long credit + equity option)
  2. Short the stock (hedge equity exposure)
  3. Capture volatility (gamma trading)
  4. Credit spread (if company improves)

It's like farming governance token rewards while hedging price risk.

Zero-Coupon Bonds: The Pure Discount Tokens

Zero-coupon bonds pay no interest, just appreciate:

Zero Structure

  • Issue Price: Deep discount (e.g., $600)
  • Maturity Value: Par ($1000)
  • Return: All from appreciation
  • Duration: Maximum sensitivity to rates
  • Tax: Phantom income problem

Why Issue Zeros?

  • No cash payments: Until maturity
  • Tax benefits: In some jurisdictions
  • Speculation: Pure duration play
  • Converts: Often zero-coupon convertibles

It's like buying vesting tokens at a discount—no yield but hopefully appreciate.

Floating Rate Notes: Variable APY Bonds

FRNs have variable interest rates:

FRN Structure

// Floating rate calculation
function FRNpayment(reference_rate, spread) {
    // Resets quarterly
    SOFR_rate = getCurrentSOFR();
    coupon = SOFR_rate + spread;
    
    // Example: SOFR + 150 bps
    // If SOFR = 5.25%, coupon = 6.75%
    
    quarterly_payment = face_value * coupon / 4;
    
    // Protects against rising rates
    // But also caps upside if rates fall
}

FRN Advantages

  • No duration risk: Rates reset frequently
  • Inflation protection: Rates rise with inflation
  • Bank loans: Most leverage loans are floating

It's like Compound/Aave variable rate lending but for corporate debt.

The Fallen Angels: Investment Grade to Junk

When bonds get downgraded from BBB to BB:

The Downgrade Cliff

  • Ford 2005: BBB → BB, bonds drop 20%
  • GE 2018: AA → BBB, almost went junk
  • Kraft 2019: BBB → BB overnight

Forced Selling Cascade

// Fallen angel dynamics
function downgradeToJunk(bond) {
    // Investment grade funds MUST sell
    if (fund.mandate === "IG_only") {
        forceSell(bond);  // At any price
    }
    
    // High yield funds buy cheap
    if (fund.mandate === "HY") {
        buyDistressed(bond);  // 20% discount
    }
    
    // Price gap
    selling_pressure = $500B;  // IG funds selling
    buying_capacity = $50B;    // HY funds buying
    price_crash = -25%;
}

$3.5T in BBB bonds—one recession from junk. It's like if $3.5T in tokens could be force-liquidated on a downgrade.

Distressed Debt: Bankruptcy Yield Farming

When bonds trade below 70 cents, distressed funds enter:

Distressed Investing Strategies

  1. Passive Hold: Buy at 30, hope for 60 recovery
  2. Loan-to-Own: Force bankruptcy, take equity
  3. Capital Structure Arbitrage: Long bonds, short equity
  4. DIP Financing: Fund bankruptcy with super-priority

Recovery Rates by Seniority

Type Average Recovery Range
DIP/Super Senior 95% 90-100%
Senior Secured 65% 50-80%
Senior Unsecured 38% 20-60%
Subordinated 28% 10-40%
Junior Sub 15% 0-30%

The Bankruptcy Game

  • Chapter 11: Reorganization (debt → equity)
  • Chapter 7: Liquidation (sell everything)
  • 363 Sale: Quick asset sale
  • Prepack: Pre-negotiated bankruptcy

Distressed investors often WANT bankruptcy—they get the company for cheap.

ESG Bonds: Virtue Signaling Debt

ESG bonds are bonds with environmental/social mandates:

Types of ESG Bonds

Type Use of Proceeds Premium Market Size
Green Bonds Environmental projects -5 bps $500B
Social Bonds Social programs -3 bps $200B
Sustainability Bonds Both -4 bps $150B
SLBs KPI-linked rates Varies $100B

The ESG Premium (Discount)

  • Investors pay more (accept lower yield)
  • Companies save 5-10 bps
  • Greenwashing risk: No real enforcement
  • Marketing value: Worth the discount

It's like NFT collections that plant trees—mostly marketing.

The Leveraged Loan Market: Floating Rate Junk

Leveraged loans are like junk bonds but floating rate:

Leveraged Loan Features

  • Floating Rate: SOFR + 400-600 bps
  • Senior Secured: First claim on assets
  • Covenant-Lite: 90% have no protections
  • CLO Demand: Packaged and resold

The CLO Machine

Collateralized Loan Obligations buy 70% of leveraged loans:

  1. Buy 200 loans: Diversify risk (lol)
  2. Tranche them: AAA to equity slices
  3. Sell to investors: Pension funds buy AAA
  4. Keep equity: Manager keeps toxic waste
  5. Collect fees: 2% management fee

It's CDOs but for corporate loans. What could go wrong?

International Bond Markets: Cross-Chain Debt

Companies issue bonds globally:

Eurobonds vs Foreign Bonds

Type Example Currency Regulation Market
Eurobond Apple USD in London USD Light $15T
Foreign Toyota USD in NYC USD Full SEC $5T
Samurai IBM JPY in Tokyo JPY Japanese $2T
Dim Sum Tesla CNY in HK CNY Chinese $500B

Currency Risk in Bonds

  • Hedged: Use FX forwards (expensive)
  • Unhedged: Take currency risk (degen)
  • Natural Hedge: Match revenues to debt

Cross-border bonds are like bridging with FX risk added.

The Future: Tokenized Corporate Debt

Bonds are getting tokenized:

Current Tokenization Efforts

  • Siemens: €60M tokenized bond on blockchain
  • World Bank: Blockchain bond "BONDI"
  • EIB: €100M digital bond on Ethereum
  • Santander: $20M bond on Ethereum (repaid itself!)

Benefits of Tokenization

  • 24/7 Trading: Not just business hours
  • Instant Settlement: T+0 not T+2
  • Fractional Ownership: $1 minimums
  • Programmable: Smart contract features
  • Transparent: On-chain price discovery

Challenges

  • Regulation: Securities laws still apply
  • Integration: Legacy systems can't handle
  • Liquidity: Fragmented pools
  • Credit Analysis: Still need ratings

Conclusion: Debt Tokens at Scale

Corporate bonds prove you can run a $10 trillion debt market on:

  • Promises: No collateral for IG
  • Phone calls: OTC trading
  • Conflicts: Paid ratings
  • Opacity: No real-time pricing
  • Faith: That companies will pay

It's DeFi lending without smart contracts, liquidations without oracles, and yields without farming—just pure credit risk at scale.

The corporate bond market is:

  • Massive: $10T outstanding
  • Opaque: Trade OTC in dark forest
  • Risky: Cov-lite means no protection
  • Gamed: By dealers, funds, and issuers
  • Essential: Funds the real economy

Every DeFi innovation exists in corporate bonds:

  • Yield farming: High yield bonds
  • Liquidations: Bankruptcy and recovery
  • Governance tokens: Convertible bonds
  • Variable rates: Floating rate notes
  • Protocol revenue: Coupon payments

The difference? In bonds, it takes lawyers instead of code, years instead of blocks, and when it breaks, taxpayers bail it out.

Corporate bonds are proof that debt tokens work at scale—even with terrible infrastructure, conflicts of interest, and information asymmetry. Imagine what they could be with actual transparency, instant settlement, and programmable terms.

Until then, we're stuck with $10 trillion in corporate IOUs trading like it's 1980, priced like it's 1990, and regulated like it's 2000. But hey, at least the yields are finally back.