1. Chapter 19 Convertibles, Warrants, and Derivatives 19-1

2. 19-2 Chapter Outline Converting convertible securities to common stock Convertible securities may move with the value of common stock Interest rates on convertible securities Warrants Accountant requirements of convertibles and warrants Derivative securities

3. 19-3 Convertible Securities A bond or share of preferred stock that can be converted, at the option of the holder, into common stock –When a convertible debenture is initially issued, a conversion ratio to common stock is specified –Ratio indicates the number of common stock shares of converted debentures –To get the conversion price, the par value of the bond is divided by the conversion ratio

4. 19-4 Value of the Convertible Bond Must evaluate the conversion privileges Other values to be considered include: –Conversion value –Conversion premium –Pure bond value –Downside risks –Floor value

5. 19-5 Price Movement Pattern for a Convertible Bond

6. 19-6 Pricing Pattern for Convertible Bonds Outstanding, January 2008 prices

7. 19-7 Is this Fool’s Gold? Drawbacks: –Once convertible debentures begin to increase in value, the downside protection becomes redundant –If interest rates in the market rise, the floor value, or the pure bond value, could fall, creating more downside risk –Purchaser of the convertible bond normally also pays a premium over the conversion value –The purchaser is always asked to accept below- market rates of interest on the debt instrument –Convertibles may also suffer from the attachment of a call provision

8. 19-8 Advantages to the Corporation Interest rate paid on convertible issues is lower May be the only way a small corporation may enter the bond market Attractive to a corporation that believes its stock is currently undervalued –The price of a stock may go up if the issuance of common stock or convertibles is delayed by an appropriate time

9. 19-9 Disadvantages to the Corporation Size of convertible bond market is small compared to markets for nonconvertible corporate bonds and common stocks Firms selling convertible securities are generally smaller firms growing faster, having small dividend payout ratios which results in small dividend yields While a few firms that sell convertible bonds may be high quality firms, most are small companies with low credit ratings and high risk

10. 19-10 Forcing Conversion Call option provision is used to force conversion when it needs to shift outstanding debt to common stock –Value of convertible bonds might go up significantly –Improves composition of company’s balance sheet by decreasing debt-to-equity and debt-to- asset ratio

11. 19-11 Successful Convertible Bonds and Preferred Stock Not Yet Called

12. 19-12 Method of Forcing Conversion If the conversion value is above the call price when the bond is called: –A discerning investor would take the shares of common stock rather than a cash payout Forcing conversion increases cash flow –When comparing the current yield to the dividend yield on the common stock: Investors generally do not want to convert unless the dividend yield is higher than the yield on the bond

13. 19-13 Step-Up in the Conversion Price When the bond is issued, the contract may specify the conversion provisions –At the end of each time period, there is a strong inducement to convert rather than accept an adjustment to a higher conversion price and a lower conversion ratio

14. 19-14 Accounting Considerations with Convertibles The full impact of conversion privileges applying to convertible securities and other dilutive securities: –May generate additional common stock in the future, its potential effects must be considered Different measures to earnings per share: –Basic earnings per share –Diluted earnings per share

15. 19-15 Diluted Earnings Per Share Assume 400,000 new shares will be created from potential conversion, while at the same time allowing for reduction in interest payments that would occur as a result of conversion of the debt to common stock The before-tax interest payments are $450,000, the aftertax interest cost of $270,000 [$450,000 (1-.40) = $270,000] will be saved and can be added back to the income Diluted earnings = Adjusted earnings after taxes ; per share Shares outstanding + All convertible securities Reported Interest earnings savings = $1,500,000 + $270,000 = $1,770,000 = $1.26 1,000,000 + 400,000 1,400,000

16. 19-16 XYZ Corporation

17. 19-17 Financing through Warrants An option to buy a stated number of shares of common stock at a specified price over a given time period –Sometimes issued as a financial sweetener in a bond offering –May enable the firm to issue debt when it might not have been possible due to: Low quality credit rating High interest rate environment

18. 19-18 Warrants - Features Usually detachable from the bond issue Have their own market price Are traded on the NYSE or over-the-counter Initial debt to which they were attached remains in place as a stand-alone bond Highly speculative: –Does not have a security value –Is dependent on market movement

19. 19-19 Relationships Determining Warrant Prices

20. 19-20 Valuation of Warrants Intrinsic value of a warrant: I = (M – E) X N Where I = Intrinsic value of a warrant M = Market value of a common stock (stock price) E = Exercise price of a warrant N = Number of shares each warrant entitles the holder to purchase Speculative premium: S = W – I Where S = Speculative premium W = Warrant price I = Intrinsic value

21. 19-21 Expectation of Potential Profit Bond investors are willing to accept lower interest rates when warrants are attached –Warrants have a potential value in excess of the higher interest rate on bonds –Declining premium may be due to the speculator losing ability to use leverage to generate high returns as the price of stock goes up –The speculator may also pay a very low premium at higher stock prices because then there is less downside protection

22. 19-22 Market Price Relationships for a Warrant

23. 19-23 Use of Warrants in Corporate Finance A straight debt issue may not be acceptable –May be accepted only at extremely high rates The same security may be well received if detachable warrants are included –May be included as an add-on in a merger or acquisition agreement –May be issued in a corporate reorganization or bankruptcy to offer the shareholders a chance to recover if restructuring is successful

24. 19-24 Use of Warrants in Corporate Finance (cont’d) May not be as desirable as convertible securities for creating new common stock Firms with warrants have no option of forcing conversion of debt into common stock The only possible incentive is a step-up in exercise price –Where a progressively higher option price is paid if warrants are not exercised by a given date

25. 19-25 Accounting Consideration with Warrants All warrants are included in computing diluted earnings per share Number of new shares created by the exercise of warrants must be computed

26. 19-26 Derivative Securities Values derived from an underlying security –In the case of equity options, the value is derived by the underlying common stock –Futures contracts on government bonds and Treasury bills derive their value from: Those government securities, and futures contracts on oil or wheat have those commodities as determinants of their basic values

27. 19-27 Options –A right, but not the obligation, to buy or sell an underlying security at a set price for a given time period, e.g., employee stock option Call Option –Similar to employee stock option but usually traded between individual investors Put Option –An option to sell securities to the option writer at a set price for a specified time period

28. 19-28 Futures Gives the owner the right but not the obligation to buy or sell the underlying security or commodity at a future date –Requires a very small down payment to control the futures contract Guarantees the price for both the seller who might sell the futures contract and the buyer who buys Other futures contracts used to hedge corporate financial strategies are interest rate futures or foreign currency features

29. 19-29 Futures One common financial futures strategy is to hedge against interest rate movements –Treasurer can use a financial futures contract to either lock in a rate or profit from an increase in rates –If rates go up, treasurer can take the profit on the financial futures contract and use the profit to offset higher interest costs

30. Q End 8-30

31. Q & A 8-31

32. Thank You. 8-32