PERCS, DECS, AND OTHER MANDATORY CONVERTIBLES

From their beginnings in 1988, mandatory convertibles such as PERCS and DECS have grown to account for as much as 25% of a convertible market that experienced new issuance of $20 billion in 1996. Mandatory convertibles usually pay a higher dividend than the company's common stock (generally for a three-year period) and then require the holders to convert into common stock under terms that provide limited appreciation until conversion.
This article examines the rationale for mandatory convertibles from the point of view of issuers as well as investors. Like conventional convertibles securities, mandatory convertibles reduce the costs of the information asymmetry problem that confronts equity issuers. But, to a greater degree than ordinary convertibles, mandatory convertibles provide a solution to the financial restructuring problem faced by highly leveraged (and, in some cases, troubled) companies. They also enable growth companies to signal confidence about their future, particularly by including features such as guaranteed appreciation.
The last section of the article discusses the valuation of three varieties of mandatory convertibles: PERCS, DECS, and mandatory convertibles with a value guarantee. The valuation method builds on the insight that each of these securities can be decomposed into three basic components: (1) the underlying common stock; (2) the fixed-income cash flow promised investors; and (3) the option on the company's stock embedded in the security.     

Does Earnings Management Relieve the Negative Effects of Mandatory Pension Contributions?

Mandatory pension contributions (MCs) are negative shocks to a firm's liquidity that can unfavorably impact its cost of capital, financing, and investment plans. We examine whether firms faced with MCs use both noncash (NEM) and cash‐generating earnings management (CEM) to partially offset their negative effects. Firms increase CEM, but not NEM, when they experience MCs. We also find that earnings management associated with MCs does not substantially lower the weighted cost of capital or boost external funding and investment. Our findings suggest that MC firms use CEM as it directly generates cash to fund MCs, while NEM does not.     

SOME NEW EVIDENCE ON WHY COMPANIES USE CONVERTIBLE BONDS

The popular argument for convertibles holds that they provide issuers with "cheap" debt and allow them to sell equity at a premium over current value. Objecting to the "free lunch" implied by such an argument, financial economists have offered other explanations that show how the combination of debt and equity built into convertibles can serve to reduce information and agency costs faced by companies and their investors.
In this article, the authors use the results of their recent study to reconcile the two positions. Following Jeremy Stein's view of convertibles as "backdoor equity," the authors argue that convertible bond financing is an attractive alternative for companies that have large growth potential but find both conventional debt and equity financing very costly. Such companies are often deterred from funding their capital investments with straight public bonds by their high risk, relatively short track records, and high expected costs of financial distress. At the same time, the information "asymmetry" between management and outside investors can make equity very expensive in such cases. In layman's terms, management may feel that the company's share price does not accurately reflect its growth prospects, or be concerned that the mere announcement of a new equity offering will cause the share price to fall sharply.
To the extent the stock market is persuaded that management's choice of convertibles is based on this combination of promising growth prospects with limited financing options, it is likely to respond more favorably to the announcement of a new convertible offering. The authors furnish evidence in support of this argument by reporting that the market reacts less negatively to those convertible issuers with higher post-issue capital expenditures and higher market-to-book ratios, but with lower credit ratings and higher (post-offering) debt-equity ratios.     

The buyers’ perspective on security design: Hedge funds and convertible bond call provisions

We provide evidence that security design reflects the interplay of capital supplier and security issuer preferences. While call provisions have historically been the default option in convertible security design, only a minority of post-2005 issues are callable. Because hedge funds dominate the market for new convertibles today and because convertible arbitrage is less risky without callability, the recent diminution in the frequency of call provisions in new convertible bond issues illustrates the importance of the preferences of the suppliers of capital in security design.     

Cash-settled convertible bonds and the value relevance of their accounting treatment

Cash settlements became a popular design feature in convertible securities once they obtained favorable accounting treatment for diluted earnings per share in 2002. The unexpected proliferation of cash settlements provoked the FASB to eliminate their favorable accounting treatment in 2008. We find that shareholders of firms that use cash-settled convertibles react negatively to the announcement of these recent changes. Firms that issued cash-settled convertible debt to avoid earnings dilution no longer have an incentive to keep them on their balance sheets. Consistent with this observation, we find that investors respond more favorably if the cash-settled convertibles of these firms include call features. We conclude that call features can be valuable in times of uncertainty related to possible accounting changes as they allow the firm to efficiently mitigate the effects of the accounting changes on their financial reporting.     

Capital structure of multinational and domestic corporations – a cross‐country comparison

This study investigates whether the determinants of capital structure between multinational corporations (MCs) and domestic corporations (DCs) vary across Australia, U.S., Japan, U.K. and Malaysia. Results show (i) the debt holding capacity and majority of the explanatory factors vary between DCs and MCs and also across countries; (ii) Australia, Japan, U.K. and Malaysian MCs hold significantly less long‐term debt relative to U.S. firms; (iii) DCs and MCs that operate under an imputation tax system hold significantly less short‐ and long‐term debt; and (iv) DCs and MCs operating under common law have significantly less short‐term debt and significantly higher long‐term debt.     

The Impact of Mandatory International Financial Reporting Standards Adoption on Investment Efficiency: Standards,Enforcement, and Reporting Incentives

This paper investigates whether mandatory adoption of International Financial Reporting Standards (IFRS) is followed by a decline in firms’ suboptimal investments. On average, we find that the probability of under‐investment in capital expenditure declines for firms from 23 countries requiring mandatory adoption of IFRS relative to firms from countries that do not have such requirements; meanwhile the probability of over‐investment remains unchanged. However, this real effect becomes smaller when we control for concurrent changes to the enforcement of financial reporting along with the introduction of IFRS in some countries, suggesting that the switch in standards is only one of the drivers for the observed benefits. Moreover, we find that the reduction in suboptimal investments is driven by firms with high reporting incentives to provide transparent financial reports from countries where the existing legal and enforcement systems are strong. We further show that the real effect increases with the predicted changes in accounting comparability. Finally, we find that after mandatory IFRS adoption, capital investment becomes more value‐relevant, less sensitive to the availability of free cash flows, and more responsive to growth opportunities. Our findings provide new insights into the real effects of mandatory IFRS adoption.     

强制性分红:压力下移与盈余管理——基于央企控股上市公司的经验证据

国有资本收益上缴制度是一项强制性分红制度,这种政策带来的强制性分红压力会沿着企业控制层级往下转移.本文实证检验了强制性分红对中央企业盈余管理行为的影响.研究发现,中央企业会通过减少盈余的方式规避该政策带来的压力,尤其是,金子塔层级越低的中央企业这种规避行为越明显.进一步,中央企业面临强制性分红压力与业绩考核压力时,更注重业绩考核的影响.本研究有助于更加全面、准确地评价国有资本收益分配制度的实施效果,为政策优化提供经验证据.     

Mandatory IFRS Reporting around the World: Early Evidence on the Economic Consequences

This paper examines the economic consequences of mandatory International Financial Reporting Standards (IFRS) reporting around the world. We analyze the effects on market liquidity, cost of capital, and Tobin's q in 26 countries using a large sample of firms that are mandated to adopt IFRS. We find that, on average, market liquidity increases around the time of the introduction of IFRS. We also document a decrease in firms' cost of capital and an increase in equity valuations, but only if we account for the possibility that the effects occur prior to the official adoption date. Partitioning our sample, we find that the capital‐market benefits occur only in countries where firms have incentives to be transparent and where legal enforcement is strong, underscoring the central importance of firms' reporting incentives and countries' enforcement regimes for the quality of financial reporting. Comparing mandatory and voluntary adopters, we find that the capital market effects are most pronounced for firms that voluntarily switch to IFRS, both in the year when they switch and again later, when IFRS become mandatory. While the former result is likely due to self‐selection, the latter result cautions us to attribute the capital‐market effects for mandatory adopters solely or even primarily to the IFRS mandate. Many adopting countries make concurrent efforts to improve enforcement and governance regimes, which likely play into our findings. Consistent with this interpretation, the estimated liquidity improvements are smaller in magnitude when we analyze them on a monthly basis, which is more likely to isolate IFRS reporting effects.     

CONVERTIBLE BONDS: MATCHING FINANCIAL AND REAL OPTIONS

For companies whose value consists in large part of “real options”‐ growth opportunities that may (or may not) materialize‐convertible bonds may offer the ideal financing vehicle because of the matching financial options built into the securities. This paper proposes that convertible debt can be a key element in a financing strategy that aims not only to fund current activities, but to give companies access to low‐cost capital if and when their real investment options turn out to be valuable. In this sense, convertibles can be seen as the most cost‐effective solution to a sequential financing problem‐how to fund not only today's activities, but also tomorrow's growth opportunities (some of them not yet even foreseeable). For companies with real options, the ability of convertibles to match capital inflows with corporate outlays adds value by minimizing two sets of costs: those associated with having too much (particularly equity) capital (known as “agency costs of free cash flow”) and those associated with having too little (“new issue” costs). The key to the cost‐effectiveness of convertibles in funding real options is the call provision. Provided the stock price is “in the money” (and the call protection period is over), the call gives managers the option to force conversion of the bonds into equity. If and when the company's investment opportunity materializes, exercise of the call feature gives the firm an infusion of new equity (while eliminating the debt service burden associated with the convertible) that enables it to carry out its new investment plan. Consistent with this argument, the author's recent study of the investment and financing activities of 289 companies around the time of convertible calls reports significant increases in capital expenditures starting in the year of the call and extending three years after. The companies also showed increased financing activity following the call, mainly new long‐term debt issues (many of them also convertibles) in the year of the call.     

Voluntary disclosure,mandatory disclosure and the cost of capital

We examine the association between a firm's cost of capital and its voluntary and mandatory disclosures. We include two types of mandatory disclosure: those that are a function of periodic reports that are realizations of ex‐ante reporting systems and those that arise due to specific corporate events. To capture a firm's voluntary and event‐driven mandatory disclosures, we use information the firm provides via 8K filings. To capture periodic mandatory disclosures, we use earnings quality measures derived from the literature. Consistent with endogenous relations predicted by theory, we find that voluntary disclosure and both types of mandatory disclosure are correlated, although only event‐driven mandatory disclosures are significant in models that explain voluntary disclosure. We also find that the cost of capital is generally influenced by each of these disclosure types. We also find that controlling for periodic mandatory disclosure does not affect the relationship between voluntary disclosure and the cost of capital, while controlling for event‐driven mandatory disclosure sometimes affects the relationship depending on the measures used. Our study suggests that a firm's disclosure environment includes the three types of disclosure examined, although the inclusion of mandatory disclosures does not affect the measured association between voluntary disclosure and the cost of capital.     

Mandatory information disclosure and innovation: Evidence from the disclosure of operational information

We use a quasi-natural experiment wherein the Shanghai Stock Exchange requires listed companies in certain industries to disclose operational information and a staggered difference-in-differences model to examine the impact of mandatory information disclosure on corporate innovation. We find that companies subject to mandatory operational information disclosure show significantly increased innovation. This effect is pronounced for companies classified as non-state-owned enterprises, facing severe financing constraints and a high degree of shareholder tunneling behavior and in competitive and high-tech industries. Although mandatory operational information disclosure reduces their competitive advantage, companies appear to compensate by increasing innovation. Our study highlights the positive impact of mandatory operational information disclosure, indicating that it contributes to the high-quality development of both capital markets and companies.     

Financing decisions: The case of convertible bonds

Research studying firms' motivations to issue convertible bonds remains far from complete. This paper aims to provide further understanding of firms' motives behind issuing convertible bonds. We propose a theoretical model that explains issuers' choice between convertibles and equity when raising a required amount of capital by comparing the cash flow streams of both alternatives in order to maximize the firm's value for the current shareholders. We derive a closed form solution of our theoretical model both in absence and presence of default risk. Our model suggests that issuing convertible bonds is preferred to a direct stock issuance if the expected return of convertible bonds is lower than the expected return of common stocks. Empirical findings confirm our theoretical predictions.     

Why Do Western European Firms Issue Convertibles Instead of Straight Debt or Equity?

Unlike their US counterparts, European convertible debt issuers tend to be large companies with small debt‐ and equity‐related financing costs. Therefore, it is puzzling why these firms issue convertibles instead of standard financing instruments. This paper examines European convertible debt issuer motivations by estimating a security choice model that incorporates convertibles, straight debt, and equity. We find that European convertibles are used as sweetened debt, not as delayed equity. This motivation is reflected in the debt‐like design of most European convertible issues.     

Accounting for financial instruments: An analysis of the determinants of disclosure in the Portuguese stock exchange

This paper studies the determinants of disclosure level in the accounting for financial instruments of Portuguese listed companies. An index of disclosure based on IAS 32 and IAS 39 requirements is computed for each company. The analysis includes variables that capture intrinsic features of Portuguese companies and institutional regulatory context, such as capital structure and characteristics of the corporate governance structure, within contingency theory. We could not find any significant influence of corporate governance structure or of financing structure. We conclude that the disclosure degree is significantly related to size, type of auditor, listing status and economic sector. This research reveals areas for improvement of Portuguese companies' reporting practices and suggests areas for intervention of the Portuguese capital markets regulator in the context of mandatory IAS after 2005.     

UNDERSTANDING THE DESIGN OF CONVERTIBLE DEBT

There are now two dominant theories of convertible debt held by academic economists. One theory which has been called the "risk-shifting" hypothesis–effectively views convertibles as an alternative to straight debt. The second–known as the "sig-nalling" (or "backdoor-equity") theory-treats convertibles as an alternative to ordinary equity. This article attempts to unify (or at least to illustrate the relationship between) these two theories by focusing on the design of the securities.
In structuring a convertible, managers and their investment bankers must make a variety of decisions. Besides the coupon rate, face value, issue size, and maturity, managers must also decide the conversion ratio (the number of shares promised per bond) and the amount of call protection afforded investors. Several of these design features have the effect of making a convertible more like a straight debt or a straight equity issue. The hypothesis underlying the authors' recent research is that the issuers of debt-like convertibles are attempting to address a somewhat different financing challenge than the issuers of convertibles that behave more like equity. Their findings suggest that the primary aim of "debt-like" convertible issues is to address investors' uncertainty and concerns about risk, whereas the main goal of "equity-like" convertibles is to minimize the "information costs" associated with raising new equity.     

Why do convertible issuers simultaneously repurchase stock? An arbitrage-based explanation

Over recent years, a substantial fraction of US convertible bond issues have been combined with a stock repurchase. This paper explores the motivations for these combined transactions. We argue that convertible debt issuers repurchase their stock to facilitate arbitrage-related short selling. In line with this prediction, we show that convertibles combined with a stock repurchase are associated with lower offering discounts, lower stock price pressure, higher expected hedging demand, and lower issue-date short selling than uncombined issues. We also find that convertible arbitrage strategies explain both the size and the speed of execution of the stock repurchases.     

Are contingent convertibles going-concern capital?

Contingent convertibles (CoCos) are intended to either convert to new equity or be written down prior to failure while a bank is a going-concern. Yet, in the first actual test case, CoCos never converted before its bank failed. We develop a model that predicts that CoCos lead to less (more) extreme stock returns and have yields greater than (similar to) standard subordinated debt yields if investors do (do not) expect them to convert or be written down prior to failure. These predictions are tested using data on CoCos issued by European banks during 2011 to 2017. We find evidence that equity conversion CoCos reduce stock return variance and several other measures of downside risk, consistent with the perception that they are going-concern capital. However, we also provide event study evidence that recent regulatory actions reduced the CoCo–subordinated debt yield spread, which indicates a diminished investor belief that CoCos are going-concern capital.     

YIELDS ON CONVERTIBLE SECURITIES: 1969–1974

In the last five years many of the convertible securities, whose issue was an outstanding feature of company finance in the 1960s, have reached conversion opportunities. This paper reports the results of some simple tests of ex-post yields achieved on these securities from the date of issue to the last effective conversion opportunity. The results obtained are compared with the performance of the issuer's equity during the same period, and an attempt is made to evaluate convertibles as a form of investment with equity characteristics.
Au cours des cinq dernières années, la plupart des valeurs convertibles, dont l'émission tenait une place importante dans le financement des sociétés dans les années 1960, avaient atteint leur droit de conversion. Cet article donne les résultats de quelques tests simples s'appuyant sur les bénéfices ex-post effectués sur ces titres de la date d'émission à la dernière occasion possible de convertir. On a rapproché les résultats obtenus et la marche réalisée par le capital propre au cours de la même période. On s'appuie aussi à regarder les valeurs convertibles comme étant une forme d'investissement Pqssédant les caractéristiques du capital propre.
In den letzten fünf Jahren haven zahlreiche Wandelanleihen, deren Emission als merkwürdiges Kennzeichen der Finanzierung emissionsfähiger Atktiengesellschaften in den sechziger Jahren war, Wandelmöglichkeiten erreicht. Diese Abhandlung berichtet über die Ergebnisse einiger einfachen Teste der ex-post Renditen dieser Wertpapiere, von ihrer Emission bis zur letzten effektiven Wandelhglichkeit. Die abgeleiteten Ergebnisse werden mit den ex-post Aktienärsrenditen des Emittents für die selbe Periode verglichen. Es wird versucht, Wandelanleihen als Wertpapiere mit Aktienart zu bewerten.     

Why Do European Firms Issue Convertible Debt?

We survey European managers to gain some insights into motivations of convertible issuance. Our analysis shows that a majority of firms issue convertibles as ‘delayed equity’ and as ‘debt sweetener’. Managers also use convertibles to avoid short‐term equity dilution and to signal firm's future growth opportunities. We document a large cross‐sectional variation across firms in rationales for issuing convertibles and find mixed support for most theoretical models. Our evidence suggests that the popularity of convertibles is driven primarily by their versatility in adjusting their design to fit the financing needs of individual firms, and by their increased demand among institutional investors.