Lecture 3
Lecture 3
• Convertibles, like bonds with warrants, offer a company the chance to sell debt with a low-
interest rate in exchange for giving bondholders a chance to participate in the company’s success
if it does well.
• Convertibles provide a way to sell common stock at prices higher than those currently prevailing.
The conversion price, Pc, is defined as the effective price investors pay for the common stock when
conversion occurs.
Example: Peterson Securities recently issued convertible bonds with a $1,000 par value. The bonds
have a conversion price of $40 a share. What is the convertible issue’s conversion ratio?
CR = 1000 / 40
CR = 25 Shares
CR = 18
Pc = 1000 / 18
Pc = $ 55.55
• The conversion price is typically set some 20% to 30% above the prevailing market price of the
common stock on the issue date.
• The conversion price and conversion ratio are fixed for the life of the bond, except for protection
against dilutive actions the company might take, including stock splits, stock dividends, and the
sale of common stock at prices below the conversion price.
• The typical protective provision states that if the stock is split or if a stock dividend is declared,
the conversion price must be lowered by the percentage amount of the stock dividend or split.
Example
If Silicon Valley Software (SVS) were to have a 2-for-1 stock split, then the conversion ratio
would automatically be adjusted from 18 to 36 and the conversion price lowered from $55.56 to
$27.73.
If SVS sells common stock at a price below the conversion price, then the conversion price must
be lowered (and the conversion ratio raised) to the price at which the new stock is issued.
Conversion Value
The conversion value at Year t is equal to the expected stock price multiplied by the conversion
ratio:
CVt0 = P0 x CR
When a company has been investing in low-risk projects, bondholders charge a low interest rate.
What happens if the company is considering a very risky but highly profitable venture that potential
lenders don’t know about?
After the funds have been raised and the investment is made, the value of the debt should fall because its
interest rate will be too low to compensate debt holders for the high risk they bear.
Convertible securities are one way to mitigate this type of agency cost.
Suppose the debt is convertible and the company does take on the high-risk project.
If the value of the company turns out to be higher than expected, then bondholders can convert their debt
to equity and benefit from the successful investment.
Therefore, bondholders are willing to charge a lower interest rate on convertibles, and this serves to
minimize the agency costs.