Issuer | B2B Finance Glossary

Aug 31, 2023 by Zazil Martinez

What is an Issuer?

An issuer is a legal entity that develops, registers, and sells securities to raise money for future endeavors. Issuers can be investment trusts, corporations, or domestic or foreign governments. The most common types of securities that issuers sell are stocks and bonds. However, issuers sell other types of securities, including derivatives, notes, mutual funds, exchange-traded-fund (ETFs), and debentures. Issuers of bonds are rated by agencies so that potential investors can assess their overall stability and track records. These agencies use a system to determine the financial health of the issuer in question and its ability to make interest payments and repay its loans as they mature.


How do Issuers Work?

In a traditional issuance of stock, a particular corporation will sell common shares to the general public through a stock exchange such as the NASDAQ or the New York Stock Exchange (NYSE). This allows the company to generate capital to finance future business ventures. If this is the first time the company is issuing stock to the public, it is known to be engaging in an initial public offering (IPO).

Since the company is now an issuer, it must file with the Securities and Exchange Commission (SEC). The corporation must disclose all relevant financial information about its business and meet all legal obligations or regulations in the jurisdiction where it issued the security (in this case, stock).


What are the Differences Between Issuers and Investors?

The legal entity that creates and sells security is an issuer. The individual who buys the security is an investor. Sometimes, in the case of issuers, investors are also referred to as lenders because the investor is lending the issuer funds, which are repayable once the bond matures or the stock is purchased. This means that the issuer is also a borrower, and the investor (the lender) should be aware of the borrower’s risk of default before purchasing the security or lending any funds to the issuer in the first place.


What is a Non-Issuer Transaction?

A non-issuer transaction is a transaction that involves the buying or selling of securities but is not directly or indirectly executed for the benefit of the issuing company. Non-issuing transactions encompass most deals that occur on the secondary market.

Non-issuers are people or companies that do not issue securities and have no plans to issue securities. Broker-dealers are people or firms that buy and sell securities for their accounts or for their customers. An isolated non-issuer transaction between two private parties is exempt from the SEC’s registration requirements.

These transactions usually occur as over-the-counter (OTC) transactions. Once a party sells shares of stock through a non-issuer transaction, that party becomes a non-issuer broker-dealer.


What are Credit Ratings for Issuers?

Similarly to how credit bureaus create credit profiles and credit scores for individual consumers, there are rating firms that exist to create credit ratings for issuers of debt securities. However, there is a key difference between these two systems: credit scores for these issuers are expressed as letters as opposed to the numerical system used for individual credit scores.

Issuers with a BB rating or lower have a high risk of default for investors. Issuers with an AAA rating have a low default rate and a good history of repaying debts. On the other hand, if an issuer has a DDD rating, it is in default. Moody’s, Fitch, and Standard and Poor’s are rating firms that create credit ratings for issuers of debt securities.

Countries also receive credit ratings in the form of letters to show whether or not they have defaulted on loan repayments.


Why do Credit Ratings for Issuers Matter?

Credit ratings for issuers help reveal the issuer’s history and whether or not it is likely to default on its loan payments. When an investor in equity and debt securities lends money to an issuer, that investor believes that the issuer will generate a return on that investment once the bond matures or when that equity is sold. Therefore, potential investors can use the credit rating system for issuers to determine whether or not they want to work with the issuer in question.

However, it is always a good idea for investors to research the potential issuer before investing. This will ensure that the investor protects his or her assets and works with a financially stable issuer that can generate favorable returns.