Convertible debt

Topics: Stock, Stock market, Bond Pages: 89 (15141 words) Published: October 3, 2013
Is Convertible Debt a Substitute for Straight Debt or
for Common Equity?

Craig M. Lewis
Owen Graduate School of Management
Vanderbilt University
Nashville, TN 37203
Richard J. Rogalski
Amos Tuck School of Business
Dartmouth College
Hanover, NH 03755
James K. Seward
Graduate School of Business
University of Wisconsin-Madison
Madison, WI 53706

August 1999

*The authors thank Kooyul Jung, Yong-Cheol Kim and Rene Stulz for providing their equity and debt security offer data set. They also thank seminar participants at Miami, Vanderbilt and Wisconsin, the 1999 American Finance Association Meeting, the 1999 European Finance Management Association meeting,; especially Espen Eckbo, Wayne Mikkelson, David Parsley and Hans Stoll for their helpful comments. Sarah Leonard provided expert data management assistance.

Abstract
This paper examines the ability of the risk-shifting hypothesis and the backdoor equity hypothesis to explain firms’ decisions to issue convertible debt. Using a security choice model that incorporates pre-offer issue, issuer, and macroeconomic information, we document significant variation in the market reaction to new convertible debt issues depending on whether investors expect the motivation for issuance to be asset substitution or asymmetric information. Our results suggest that both motives explain the use and design of convertible debt. Some firms issue convertible debt instead of straight debt to mitigate the costs of bondholder/stockholder agency conflicts. Other issuers use convertible debt instead of common equity to reduce the costs of adverse selection. Thus, in contrast to standard securities like straight debt or common equity, which solve some financing problems but exacerbate others, hybrid securities such as convertible debt are seen as providing a more flexible funding choice that can solve conflicting financing problems.

Financial economists study the security issue decision to understand more fully why firms choose to issue a particular security and how investors in financial markets react to that choice. The research documents several results about investor reaction to the announcement of convertible debt security offers. First, price reactions to convertible debt security offer announcements are negative and statistically significant. Second, the average price reaction to convertible debt security offer announcements lies between the average price reactions to common equity and straight debt security offer announcements. Since existing research has been unsuccessful in identifying factors that explain these announcement period results, there is little definitive empirical evidence that explains either the convertible debt issuance decision or investor reactions to the issuance decision.

The purpose of this paper is twofold. The first is an examination of the decision to raise capital using a hybrid security like convertible debt rather than a standard security like straight debt or common equity. Existing research suggests that the choice between straight debt and common equity is partially predictable. We extend this literature by proposing and implementing a security choice model that includes non-standard security choices like convertible debt. Our results indicate that pre-offer issue, issuer, and macroeconomic information can reliably explain issue choices.

Our second objective is to re-examine the information content of convertible debt security offer announcements. This is important because, even though existing studies have demonstrated a significantly negative stock price reaction to convertible debt offerings (Dann and Mikkelson, (1984) and Eckbo, (1986)), they fail to document a significant cross-sectional relation between excess returns and firm specific explanatory variables. Recent research suggests that investor reaction to straight debt announcements can be explained by the partial anticipation of the offer (see, e.g., Chaplinsky and Hansen,...

References: Akhigbe, A., J.C. Easterwood, and R.R. Pettit, 1997, “Wealth Effects of Corporate Debt Issues:
The Impact of Issuer Motivations,” Financial Management (Spring), 5-21.
Asquith, P., and D. Mullins, 1986, “Equity Issues and Offering Dilution,” Journal of Financial
Economics (January/February), 61-89.
Bayless, M., and S. Chaplinsky, 1991. “Expectations of Security Type and the Information Content
of Debt and Equity Offers,” Journal of Financial Intermediation (June), 195-214.
Brennan, M., and E. Schwartz, 1988, “The Case for Convertibles,” Journal of Applied Corporate
Finance (Summer), 55-64.
Brigham, E., 1966, “An Analysis of Convertible Debentures: Theory and Some Empirical
Evidence,” Journal of Finance (March), 35-54.
Chaplinsky, S., and R. Hansen, 1993, “Partial Anticipation, the Flow of Information and the
Economic Impact of Corporate Debt Sales,” Review of Financial Studies (3), 709-732.
Choe, H., R. Masulis and V. Nanda, 1993, “Common Stock Offerings Across the Business Cycle,”
Journal of Empirical Finance (June), 3-31.
Comrey, A., and H. Lee, 1992 ,A First Course in Factor Analysis, (Hillsdale, NJ), Erlbaum
Associates.
Cornelli, F., and O. Yosha, 1997 ,“Stage Financing and the Role of Convertible Debt,”, University
of Pennsylvania Working Paper.
Dann, L., and W. Mikkelson, 1984, “Convertible Debt Issuance, Capital Structure Change and
Financing-Related Information,” Journal of Financial Economics (June), 157-186.
Eckbo, B., 1986, “Valuation Effects of Corporate Debt Offerings,” Journal of Financial Economics
(January/February), 119-151.
Green, R., 1984, “Investment Incentives, Debt, and Warrants,” Journal of Financial Economics 13
(March), 115-136.
Hansen, R., and C. Crutchley, 1990, “Corporate Earnings and Financings: An Empirical Analysis,”
Journal of Business (July), 347-372.
Hoffmeister, J., 1977. “Use of Convertible Debt in the Early 1970s: A Reevaluation of Corporate
Motives,” Quarterly Review of Economics and Business (Spring), 23-32.
Jensen, M., 1986, “Agency Costs of Free Cash Flow, Corporate Finance and Takeovers,” American
Economic Review (May), 323-329.
Jensen, M., and W. Meckling, 1976, “Theory of the Firm: Managerial Behavior, Agency Costs and
Ownership Structure,” Journal of Financial Economics (October), 305-360.
Jung, K., Y. Kim and R. Stulz, 1996, “Timing, Investment Opportunities, Managerial Discretion,
and the Security Issue Decision,” Journal of Financial Economics (October), 159-185.
Kang, J., and Y. Lee, 1996, “ The Pricing of Convertible Debt Offerings,” Journal of Financial
Economics (June), 231-248.
Korajczyk, R., D. Lucas and R. McDonald, 1991, “The Effect of Information Releases on the
Pricing and Timing of Security Issues,” Review of Financial Studies (4), 685-708.
Koutsoyiannis, A.., 1973, Theory of Econometrics: An Introductory Exposition of Econometric Methods,
(New York), Barnes & Noble.
Krasker, W., 1986, “Stock Price Movements In Response to Stock Issues Under Asymmetric
Information,” Journal of Finance (March), 93-106.
Lucas, D., and R. McDonald, 1990, “Equity Issues and Stock Price Dynamics,” Journal of Finance
(September), 1019-1043.
Mayers, D., 1998, “Why Firms Issue Convertible Bonds: The Matching of Financial and Real
Investment Options,” Journal of Financial Economics (January), 83-102.
McLaughlin, R. and A. Safieddine, and G.K. Vasudevan, 1998, “The Information Content of
Corporate Offerings of Seasoned Securities: An Empirical Analysis,” Financial Management
Mikkelson, W., and M. Partch, 1986, “Valuation Effects of Security Offerings and the Issuance
Process,” Journal of Financial Economics (January/February), 31-60.
Myers, S., 1977, “Determinants of Corporate Borrowing,” Journal of Financial Economics
(November), 147-175.
Myers, S., and N. Majluf, 1984, “Corporate Financing and Investment Decisions When Firms
Have Information That Investors Do Not Have,” Journal of Financial Economics (June), 187222.
Pilcher, C., 1955, “Raising Capital With Convertible Securities,” Michigan Business Studies No.
Smith, C., and J. Warner, 1979, “On Financial Contracting: An Analysis of Bond Covenants,”
Journal of Financial Economics (June), 117-162.
Stein, J., 1992, “Convertible Bonds As Backdoor Equity Financing,” Journal of Financial Economics
(August), 3-21.
Stevens, J., 1992 ,Applied Multivariate Statistics for the Social Sciences, (Hillsdale, NJ), Erlbaum
Associates.
Stulz, R., 1990, “Managerial Discretion and Optimal Financing Policies,” Journal of Financial
Economics (July), 3-27.
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