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Chapter 20

Chapter 20. Hybrid Financing: Preferred Stock, Warrants, and Convertibles. Topics in Chapter. Types of hybrid securities Preferred stock Warrants Convertibles Features and risk Cost of capital to issuers. Preferred Stock. How does preferred stock differ from common stock and debt?

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Chapter 20

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  1. Chapter 20 Hybrid Financing: Preferred Stock, Warrants, and Convertibles

  2. Topics in Chapter • Types of hybrid securities • Preferred stock • Warrants • Convertibles • Features and risk • Cost of capital to issuers

  3. Preferred Stock How does preferred stock differ from common stock and debt? • Preferred dividends are specified by contract, but they may be omitted without placing the firm in default. • Most preferred stocks prohibit the firm from paying common dividends when the preferred is in arrears. • Usually cumulative up to a limit.

  4. Preferred Stock • Some preferred stock is perpetual, but most new issues have sinking fund or call provisions which limit maturities. • Preferred stock has no voting rights, but may require companies to place preferred stockholders on the board (sometimes a majority) if the dividend is passed. • Is preferred stock closer to debt or common stock? What is its risk to investors? To issuers?

  5. Preferred Stock Advantages and Disadvantages of Preferred Stock • Advantages • Dividend obligation not contractual • Avoids dilution of common stock • Avoids large repayment of principal • Disadvantages • Preferred dividends not tax deductible, so typically costs more than debt • Increases financial leverage, and hence the firm’s cost of common equity

  6. Floating Rate Preferred • Dividends are indexed to the rate on treasury securities instead of being fixed. • Excellent S-T corporate investment: • Only 30% of dividends are taxable to corporations. • The floating rate generally keeps issue trading near par. • However, if the issuer is risky, the floating rate preferred stock may have too much price instability for the liquid asset portfolios of many corporate investors.

  7. Warrants and Convertibles How can a knowledge of call options help one understand warrants and convertibles? • A warrant is a long-term call option. • A convertible consists of a fixed rate bond (or preferred stock)plus a long-term call option.

  8. Features of Warrants • Similar to call options, warrants allow the holder the rights to buy securities (usually common stock of the issuing company) at a fixed exercise price until the expiry date. • Warrants are frequently attached to bonds or preferred stock as a sweetener, and as a return it helps the issuer pay lower interest rates or dividends. • Frequently, the warrants are detachable after issuing, so warrants can be sold independently of the bonds.

  9. Warrants What coupon rate must be set on the following bond with warrants if the total package is to sell for $1,000? • P0= $20. • rd of 20-year annual payment bond without warrants = 10%. • 45 warrants with a strike price (also called an exercise price) of $25 each are attached to bond. • Each warrant’s value is estimated to be $3.

  10. VPackage = VBond + VWarrants = $1,000.  VWarrants= 45($3) = $135. VBond + $135 = $1,000 VBond = $865. Step 1: Calculate VBond

  11. 20 12 -865 1000 N PV FV I/YR PMT Solve for payment = 84 Step 2: Find Coupon Payment and Rate Therefore, the required coupon rate is $84/$1,000 =8.4%.

  12. Warrants If after issue the warrants immediately sell for $5 each, what would this imply about the value of the package? At issue, the package was actually worth: VPackage= $865 + 45($5) = $1,090. This is $90 more than the selling price.

  13. Warrants • The firm could have set lower interest payments whose PV would be smaller by $90 per bond, or it could have offered fewer warrants and/or set a higher strike price. • Under the original assumptions, current stockholders would be losing value to the bond/warrant purchasers.

  14. Warrants • Assume that the warrants expire 10 years after issue. When would you expect them to be exercised? • Generally, a warrant will sell in the open market at a premium above its value if exercised (it can’t sell for less). • Therefore, warrants tend not to be exercised until just before expiration.

  15. Warrants • In a stepped-up strike price (also called a stepped-up exercise price), the strike price increases in steps over the warrant’s life. Because the value of the warrant falls when the strike price is increased, step-up provisions encourage in-the-money warrant holders to exercise just prior to the step-up. • Since no dividends are earned on the warrant, holders will tend to exercise voluntarily if a stock’s payout ratio rises enough.

  16. Warrants Will the warrants bring in additional capital when exercised? • When exercised, each warrant will bring in an amount equal to the strike price, $25. • This is equity capital and holders will receive one share of common stock per warrant. • The strike price is typically set some 20% to 30% above the current stock price when the warrants are issued.

  17. Warrants • Because warrants lower the cost of the accompanying debt issue, should all debt be issued with warrants? No. As we shall see, the warrants have a cost which must be added to the coupon interest cost. • What is the expected return to the bond- with-warrant holders (and cost to the issuer)? • You need to estimate when the warrants are likely to be exercised and the expected stock price on that exercise date.

  18. Cost of Warrants • This firm issues a 20-year corporate bond with 10-year warrants. The stock (currently $20) is expected to grow at a rate of 8% per year. • The company will exchange stock worth $43.18 for one warrant plus $25. The opportunity cost to the company is $43.18 - $25.00 = $18.18 per warrant. • One bond contract is attached with 45 warrants, so the opportunity cost per bond = 45($18.18) = $818.10.

  19. 0 1 9 10 11 19 20 +1,000 -84 -84 -84 -84 -84 -84 -818.10-1,000 -902.10 -1,084 Here are the cash flows on a time line: Input the cash flows into a calculator to find IRR = 11.93%. This is the pre-tax cost of the bond and warrant package.

  20. Warrants • The cost of the bond with warrants package is higher than the 10% cost of straight debt because part of the expected return is from capital gains, which are riskier than interest income. • The cost is lower than the cost of equity because part of the return is fixed by contract.

  21. Warrants • When the warrants are exercised, there is a wealth transfer from existing stockholders to exercising warrant holders (initial bondholders), more or less, depending upon the stock price. • But, bondholders previously transferred wealth to existing stockholders, in the form of a low coupon rate, when the bond was issued. • Therefore, on a risk-adjusted basis, the expected cost of a bond-with-warrants issue is the same as the cost of a straight-debt issue

  22. Convertible Bond • Convertible bond is a bond that can be converted into a predetermined amount of the company's equity during its life, usually at the discretion of the bondholder. • "Back door" of stock financing. Issuing convertible bonds is one way for a company to minimize negative investor interpretation of its corporate actions. For example, if a public company chooses to issue stock, the market usually interprets this as a sign that the company's share price is somewhat overvalued. • The convertibility option embedded in convertible bonds is also valuable to convertible bondholders. It is essentially a bond with a stock option hidden inside so that it gives the bondholders the opportunity to share the appreciation in stock price. • Almost all convertible bonds have call provisions.

  23. Example of convertible bonds • 20-year, 8.5% annual coupon, callable convertible bond will sell at its $1,000 par value; straight debt issue would require a 10% coupon. • Call protection = 5 years and call price = $1,100. Call the bonds when conversion value > $1,200, but the call must occur on the issue date anniversary. • P0 = $20; D0 = $1.00; g = 8%. • Conversion ratio = CR = 40 shares.

  24. Par value Pc = # Shares received $1,000 = = $25 . 40 What conversion price (Pc) is built into the bond? Like with warrants, the conversion price is typically set 20%-30% above the stock price on the issue date.

  25. Straight debt value: 20 10 85 1000 I/YR N PV FV PMT Solution: -872.30 Convertible Bond What is (1) the convertible’s straight debt value and (2) the implied value of the convertibility feature?

  26. Implied Convertibility Value • Because the convertibles will sell for $1,000, the implied value of the convertibility feature is: $1,000 - $872.20 = $127.70. • The convertibility value corresponds to the warrant value in the previous example.

  27. Conversion value = CVt = CR(P0)(1 + g)t. For t = 0: CV0 = 40($20)(1.08)0 = $800. For t = 10: CV10 = 40($20)(1.08)10 = $1,727.14. Convertible Bond What is the formula for the bond’s expected conversion value in any year?

  28. Convertible Bond What is meant by the floor value of a convertible? What is the floor value at t = 0? At t = 10? • The floor value is the higher of the straight debt value and the conversion value. A convertible will generally sell above its floor value prior to maturity because convertibility constitutes a call option that has value. • at t = 0 • Straight debt value0 = $872.30 and CV0= $800. • Floor value at Year 0 = $872.30. • at t = 10 • Straight debt value10 = $907.83 and CV10= $1,727.14. • Floor value10 = $1,727.14.

  29. 8 -800 0 1200 PMT PV FV I/YR N Solution: n = 5.27 Convertible Bond If the firm intends to force conversion on the first anniversary date after CV >$1,200, when is the issue expected to be called? Bond would be called at t = 6 since call must occur on anniversary date.

  30. 0 1 2 3 4 5 6 1,000 -85 -85 -85 -85 -85 -85 -1,269.50 -1,354.50 CV6 = 40($20)(1.08)6 = $1,269.50. Cost of Convertible Bond What is the convertible’s expected cost of capital to the firm? Input the cash flows in the calculator and solve for IRR = 11.8%.

  31. Convertible Bond • Does the cost of the convertible appear to be consistent with the costs of debt and equity? • For consistency, need rd < rc < rs. • Why?

  32. rd = 10% and rc = 11.8% D0(1 + g) $1.00(1.08) + 0.08 rs = + g = $20 P0 = 13.4% Check the values: Since rc is between rd and rs, the costs are consistent with the risks.

  33. WACC Effects • Assume the firm’s tax rate is 40% and its capital structure consists of 50% straight debt and 50% equity. Now suppose the firm is considering either: (1) issuing convertibles, or (2) issuing bonds with warrants. • Its new target capital structure will have 40% straight debt, 40% common equity and 20% convertibles or bonds with warrants. What effect will the two financing alternatives have on the firm’s WACC?

  34. 0 1 2 3 4 5 6 1,000 -51 -51 -51 -51 -51 -51 -1,269.50 -1,320.50 Convertibles Step 1 Convertibles Step 1: Find the after-tax cost of the convertibles. INT(1 - T) = $85(0.6) = $51. With a calculator, find: rc(AT) = IRR = 8.71%.

  35. Convertibles Step 2 Convertibles Step 2: Find the after-tax cost of straight debt. rd (1-T) = 10%(1-40%) = 6.0%.

  36. Convertibles Step 3: Calculate the WACC. WACC (with = 0.4(6.0%) + 0.2(8.71%) convertibles) + 0.4(13.4%) = 9.5%. WACC (without = 0.5(6.0%) + 0.5(13.4%) convertibles) = 9.7%.

  37. Some notes: • We have assumed that rsis not affected by the addition of convertible debt. • In practice, most convertibles are subordinated to the other debt, which muddies our assumption of rd = 10% when convertibles are used. • When the convertible is converted, the debt ratio would decrease and the firm’s financial risk would decline.

  38. 0 1 ... 9 10 11 ... 19 20 +1,000 -50.4 -50.4 -50.4 -50.4 -50.4 -50.4 -818.10-1,000.0 -868.50 -1,060.0 INT(1 - T) = $84(0.60) = $50.4. # of Warrants * Opportunity loss per warrant = 45($18.18) = $818.10. Solve for: rw (AT) = 8.84%. Warrants Step 1 Warrants Step 1: Find the after-tax cost of the bond with warrants.

  39. Warrants Step 2 Warrants Step 2: Calculate the WACC if the firm uses warrants. WACC (with = 0.4(6.0%) + 0.2(8.84%) warrants) + 0.4(13.4%) = 9.53%. WACC (without = 0.5(6.0%) + 0.5(13.4%) warrants) = 9.7%.

  40. Other Concerns • Besides cost, what other factors should be considered? • The firm’s future needs for equity capital: • Exercise of warrants brings in new equity capital. • Convertible conversion brings in no new funds. • In either case, new lower debt ratio can support more financial leverage. • Does the firm want to commit to 20 years of debt? • Convertible conversion removes debt, while the exercise of warrants does not. • If stock price does not rise over time, then neither warrants nor convertibles would be exercised. Debt would remain outstanding.

  41. Other Concerns • Recap the differences between warrants and convertibles. • Warrants bring in new capital, while convertibles do not. • Most convertibles are callable, while warrants are not. • Warrants typically have shorter maturities than convertibles, and expire before the accompanying debt. • Warrants usually provide for fewer common shares than do convertibles. • Bonds with warrants typically have much higher flotation costs than do convertible issues. • Bonds with warrants are often used by small start-up firms. Why?

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