- Vandana Razdan, Consultant, Impact and Outreach
- March, 2022
However, there are only that many “green” or “social” or “sustainability” projects out there and many potential borrowers wanting to grow their businesses sustainably were unable to access the growing pool of ESG funds through the strict confines of a ‘use of proceeds’ model. In fact, a large swathe of the corporate world (including much of the consumer, technology, and services sectors) are largely excluded by the ‘use of proceeds’ model simply due to the nature of their businesses. These industries also need to transition their business operations to become more “sustainable” (to meet growing regulatory, consumer, ethical or reputational pressures) but most of their capital requirements are tied to business-as-usual activities rather than any specific “sustainable” projects. A specific purpose “use-of-proceeds” model would just not work for them.
The advent of sustainability linked instruments
To address this funding gap and to encourage a larger set of corporates to transition to more sustainable operations, the Loan Markets Association came up with new product guidelines and published the Sustainability Linked Loan (SLL) Principles in 2019. ICMA followed with issuing the Sustainability Linked Bond (SLB) Principles in 2020. No longer were borrowers ring fenced by restrictions on how to use the capital raised. These sustainability-linked loans and bonds allowed them to use their proceeds anywhere in their business and incentivized them to make improvements in their ESG practices as measured by certain pre-defined targets.
The targets are related to Environmental Social and Governance (ESG) metrics and must be ambitious and aligned with the firm’s corporate sustainability strategy. To determine this, there is a designated “sustainability coordinator”, usually the lead banker, who undertakes a materiality assessment of the company’s chosen sustainability metrics and benchmark targets against the company’s own historical performance and against its industry peers. This is to pre-empt concerns around “sustainability-washing” where firms may try to present “business-as-usual” improvements as targets.
The incentives to achieve these targets can be positive (firm pays a lower margin or coupon if it achieves the target) or negative (firm pays a higher margin or coupon if it misses the target). For SLBs, the market typically opted for a 25-basis point step-up if issuers fail to meet targets. For SLLs, a step-down of 5 to 10 percent of the initial margin is common if the target is met. To align interests between borrowers and investors, many investors pledged to donate profits obtained due to their borrowers’ failure to meet their targets (termed “blood money” by some) to sustainable causes.
Usually, SLBs tend to have just one ESG metric as their target, while SLLs can have up to four or five metrics as the target. This is because investors for a bond issuance tend to be much larger in number and a rather varied group ranging from institutions to retail investors, so an SLB needs to have a simple and easy to track pricing mechanism. On the other hand, SLLs are usually syndicated by a small and homogenous group of banks, making it easier to track more complex structures with multiple metrics.
The sustainability linked finance market seems to have tapped into an unmet need in the market and has simply exploded since its inception in 2017. Going by the way its tracking, it may well match or even overtake the traditional “use of proceeds” market in the next few years. Since 2017, over USD 809 billion of sustainability-linked financing has been raised globally, of which 85 percent was SLLs.
Source: BloombergNEF, Bloomberg L.P., IFC
Most early issuances used carbon emission reduction metrics, but recently the measurement of social and additional environmental indicators is rising. Demand for more innovative and diverse set of metrics is growing as companies attempt to address various sustainability priorities, with new metrics emerging around freshwater consumption, waste reduction, and workplace diversity.
Source: BloombergNEF, Bloomberg L.P.
Asia Pacific Trends
In Asia Pacific, the Sustainability-linked loan (SLL) issuance overtook green loans for the first time in 2021, underlining its growing popularity in the region. According to Bloomberg, at the end of October 2021, APAC Ex-Japan SLL volume posted a 332% growth year-on-year with about US$21 billion from 49 deals.
As expected, green loan issuances tied to specific “use of proceeds” remained concentrated within sectors like renewable energy, real estate and power generation, accounting for 60% of volume, while for SLL, sector distribution is more diverse – real estate (28%), consumer staples (29%), refining & marketing (12%), hardware (8.6%), and health Care (5.5%).
SLLs are a varied lot and used across multiple sectors. While Europe has been a clear leader in these instruments, Asia Pacific is catching on. Given below are some examples of SLLs in the APAC region.
- In Singapore, real estate giant CapitaLand received six sustainability-linked loans between 2018-2020 which enable reduced interest payments depending on the company’s rating on the Global Real Estate Sustainability Benchmark (GRESB) or its listing on the Dow Jones Sustainability World Index (DJSI World).
- Also in Singapore, in 2019, Chew’s Agriculture, a leading egg producer in Singapore signed a 10-year, SGD 27 million sustainability-linked loan marking a milestone as the nation’s first SLL for an SME. Chew paid lower interest rates on meeting Humane Farm Animal Care (HFAC) standards.
- In Thailand in February 2021, Thai Union Group, the world’s largest seafood supplier, closed its inaugural SLL of THB 6.5 billion. Its sustainability targets included maintaining a high S&P Global Dow Jones Sustainability Indices (DJSI) ranking, reduction of greenhouse gas emissions and increased use of monitoring onboard tuna vessels.
- In India in March 2021, UPL Ltd., the country’s largest agrochemical company, raised the nation’s first sustainability linked loan of USD 750 million. UPL selected sustainability targets focused on improvements in greenhouse gas emissions, water consumption and waste disposal.
- Down under in Australia in September 2021, the data center company AirTrunk converted an AUD 2.1 billion loan facility into a SLL. This was a first by a data center operator in APAC. AirTrunk’s loan KPIs were across three key areas – diversity and inclusion, carbon neutrality and energy efficiency as measured by ‘Operating PUE’ (Power Usage Efficiency).
- In December 2021, Treasury Wine Estates Ltd (TWE) transitioned AUD 1.4 billion of financial loans into SLLs. This was a first for a wine company in the region. TWE’s sustainability targets were 100% renewable electricity by 2024, reduced greenhouse gas emissions, review of water usage, 50% women in senior leadership and 42% female representation overall by 2025.
- In Hong Kong in March 2022, Link Asset Management Limited (Link), the manager of Link REIT, signed a sustainability-linked loan (SLL) facility of HKD 12 billion. The SLL metrics include developing ‘green’ leases, providing local employment opportunities, and upgrading its Net Zero strategy in pursuance of the Science Based Targets initiative (SBTi) Net Zero Standard.
Looking ahead
It is inevitable that sustainability linked finance will continue to grow exponentially, particularly as we move closer towards 2030, the target date for achievement of UN SDG’s and a milestone year in the path towards Net Zero. However, as the volume of sustainability linked investments surges, so will the concern around “sustainability-washing.” Already there is substantial concern among investors and lay public about the integrity and meaningfulness of ESG data published today. As ESG linked financial instruments become mainstream, setting meaningful targets, putting in place credible and scalable monitoring systems to track progress against such targets together with independent verification are all a must to sustain their healthy growth.