Discussion Topic: Bonds Payable and Investments in Bonds

General Electric ® Capital, a division of General Electric, uses long-term debt extensively. In early 2002, GE Capital issued $11 billion in long-term debt to investors, and then within days filed legal documents to prepare for another $50 billion long-term debt issue. As a result of the $50 billion filing, the price of the initial $11 billion offering declined (due to higher risk of more debt).

Bill Gross, a manager of a bond investment fund, “denounced a ‘lack in candor’ related to GE’s recent debt deal.” He said, “it was the most recent and most egregious example of how bondholders are mistreated.” Gross argued that GE was not forthright when GE Capital recently issued $11 billion in bonds, one of the largest issues ever from a U.S. corporation. What bothered Gross is that 3 days after the issue, the company announced its intention to sell as much as $50 billion in additional debt, warrants, preferred stock, guarantees, letters of credit, and promissory notes at some future date.”

In your opinion, did GE Capital act unethically by selling $11 billion of long-term debt without telling those investors that a few days later it would be filing documents to prepare for another $50 billion debt offering? Please explain why the action is unethical and if the action is illegal as well.

Source:

Alban, J. (2002). Gross shakes the bond market; GE calms it, a bit. Barron’s.