Convertible Debt Offerings Research Articles

Signaling with convertible debt in the renewable energy industry?

Purpose – The purpose of this paper is to show how convertible debt is used in the renewable energy industry. The authors argue that there is an investor rationing component to the design and market impact of convertible debt securities. Design/methodology/approach – The authors apply event study methodology, option pricing theory and risk shift analysis to examine capital market reactions following the issuance of convertible debt by exchange-listed companies of the renewable energy sector. Findings – Contrary to prior cross-industry research findings, the authors show that convertible debt in the renewable energy industry tends to have a debt-like structure, and its issue is associated with strongly negative announcement returns. The authors further show that convertible issuers face high business risk and adverse selection costs. Practical implications – The results have important implications for both renewable energy industry companies and investors. For example, one problem is that the risk-mitigating features of convertible debt may not materialize, if issuers fail to credibly signal firm quality to the markets. Furthermore, excessive growth assumptions and mismatches between project risk/return and financing costs may render it more difficult to create credible signals. Originality/value – The paper contributes to three primary strands of literature. One is the research on finance and growth. Here, this paper provides new insights into risk-mitigating securities that should more effectively mirror the risk and return distributions of emerging industry issuers. Additionally, it extends the research on the motives for convertible debt offerings and provides insight on stock returns around such announcements.

The Long-Run Performance Following Convertible Debt Offerings: Does The Design Matter?

<p>This paper examines the impact of convertible debt design on the long-run stock price performance of the issuing firms in France. More specifically, we divide French convertible bonds (CBs) into three categories; namely, debt-like, mixed, and equity-like CBs, based on their total conversion probability, which integrates the possibility of early exercise of the call feature. In line with previous empirical studies, our results show that French CB issuers experience a substantial increase in their stock price profitability before the offering followed by significant under-performance over the three year post-issue event window. However, the breakdown of our sample into three groups of CBs depending on their design reveals, on one hand, a strong evidence of stock price run-up before the offering only for equity-like and mixed CBs. On the other hand, the post-issue performance is worse only for equity-like issuers, indicating that the post-issue performance is poorer the more the convertible debt issuer's stock is over-valued prior to the offering. This finding is consistent with the market timing hypothesis.</p>

Do Investor Demand and Market Timing Affect Convertible Debt Issuance Decisions by REITs?

The unique regulatory environment of REITs casts doubt on the traditional theoretical process by which REIT managers base their convertible debt issuance decisions on issuer condition and prospects. Anecdotal evidence shows that REITs may have catered to demand by investors, including a demand by convertible bond arbitrageurs when issuing convertible debt. This study examines the rationale behind convertible debt issuances by REITs, focusing on the possible impacts of investor demand and market timing. The results suggest that investor demand significantly affects convertible debt issuance decisions by REITs while certain unknown factors appear to have contributed to the sudden increase of convertible debt offerings in 2006 and 2007. REITs also time the market to conditions in the public debt market. The results only partially support the offered risk-shifting, risk-uncertainty, backdoor-equity, and sequential-financing hypotheses.

Transaction Structuring and Canadian Convertible Debt*

We examine whether Canadian firms issuing convertible debt over the period 1996–2003 structured issuances to minimize reported leverage. Over this sample period, some firms using payment-in-kind (PIK) provisions providing them with the option to make interest and/or principal payments in company shares were able to record significant amounts of the issuance as equity. In a sample of 195 convertible debt offerings, we find significant variation in accounting treatment, ranging from firms recording the entire issuance as debt to some recording the entire issuance as equity. We find evidence consistent with the contention that reporting benefits are an important reason why high-leverage corporations with material convertible debt transactions used PIK provisions. In contrast, our evidence suggests that the future financial flexibility ensuing from the use of PIK provisions was an important determinant of income trusts’ use of this feature. We acknowledge, however, that during our sample period PIK provisions simultaneously provide both financial flexibility and reporting benefits to any issuer, whether corporation or trust. Finally, we document a negative share price reaction on the part of convertible debt issuers employing PIK provisions at the time when the likelihood of the introduction of more restrictive accounting rules increased. This negative reaction is driven by the corporations in our sample, with the income trusts largely unaffected. Our findings are relevant to standard setters as they debate alternative models for distinguishing between equity and liabilities.

Systematic risk changes around convertible debt offerings: A note on recent evidence

We document a significant increase in systematic equity risk after a firm has issued convertible debt. In contrast, no such increase can be detected for equity issuers when infrequent trading and price adjustment delays are controlled for. The evidence is consistent with the notion that convertible debt issuers may be rationed out of the equity market due to uncertainty about their systematic risk.

Transaction Structuring and Canadian Convertible Debt

We examine whether Canadian firms issuing convertible debt over the period 1996–2003 structured issuances to minimize reported leverage. Over this sample period, some firms using payment-in-kind (PIK) provisions providing them with the option to make interest and/or principal payments in company shares were able to record significant amounts of the issuance as equity. In a sample of 195 convertible debt offerings, we find significant variation in accounting treatment, ranging from firms recording the entire issuance as debt to some recording the entire issuance as equity. We find evidence consistent with the contention that reporting benefits are an important reason why high-leverage corporations with material convertible debt transactions used PIK provisions. In contrast, our evidence suggests that the future financial flexibility ensuing from the use of PIK provisions was an important determinant of income trusts’ use of this feature. We acknowledge, however, that during our sample period PIK provisions simultaneously provide both financial flexibility and reporting benefits to any issuer, whether corporation or trust. Finally, we document a negative share price reaction on the part of convertible debt issuers employing PIK provisions at the time when the likelihood of the introduction of more restrictive accounting rules increased. This negative reaction is driven by the corporations in our sample, with the income trusts largely unaffected. Our findings are relevant to standard setters as they debate alternative models for distinguishing between equity and liabilities.

The New Issues Puzzle: Testing the Investment-Based Explanation

An investment factor, long in low-investment stocks and short in high-investment stocks, helps explain the new issues puzzle. Adding the investment factor into standard factor regressions reduces the SEO underperformance by about 75%, the IPO underperformance by 80%, the underperformance following convertible debt offerings by 50%, and Daniel and Titman’s (2006) composite issuance effect by 40%. The reason is that issuers invest more than nonissuers, and the investment factor earns a significantly positive average return of 0.57% per month. Equity and debt issuers underperform matching nonissuers with similar characteristics in the post-issue years (e.g., Ritter, 1991; Loughran and Ritter, 1995; and Spiess and Affleck-Graves, 1995, 1999). We explore empirically the investment-based hypothesis of this underperformance. The q-theory of investment and the real options theory imply a negative relation between real investment and expected returns. If the proceeds from equity and debt issues are used to finance investment, then issuers should invest more and earn lower average returns than matching nonissuers.

Why Do Convertible Issuers Simultaneously Repurchase Stock? An Arbitrage-Based Explanation

We examine why firms combine convertible debt offerings with stock repurchases. In 2006, 33% of the convertible issuers in the US simultaneously repurchased Stock. These combined transactions are inconsistent with traditional motivations for convertible issuance. We document that convertible arbitrage drives these stock repurchases. Convertible debt arbitrageurs simultaneously buy convertibles and short sell the issuer's common stock, resulting in downward pressure on the stock price. To prevent such short-selling activity, firms repurchase their stock directly from arbitrageurs. We show that combined transactions exhibit lower short-selling activity and that convertible arbitrage explains both the size and speed of the stock repurchases.

Risk changes around convertible debt offerings

Firms issuing convertible debt experience poor long-run stock price and operating performance. We examine the possibility that this poor performance may be caused by an unexpected increase in the cost of capital. Our finding that the cost of capital decreases following a convertible debt offer (CDO) is inconsistent with this interpretation. We also provide evidence that idiosyncratic and total risk increases and that these increases are not related to corresponding changes in the issuer's industry. The results are consistent with an interpretation that idiosyncratic risk affects investment decisions following convertible debt offers, which in turn adversely impacts future operating performance. Our empirical evidence reinforces the notion suggested in earlier studies that the efficient investment decisions predicted by theory are not achieved by the actual design and issuance of convertible debt securities in practice.

The long-run performance of stock returns following debt offerings

We document substantial long-run post-issue underperformance by firms making straight and convertible debt offerings from 1975 to 1989. This long-run underperformance is more severe for smaller, younger, and NASDAQ-listed firms, and for firms issuing speculative grade debt. We also find strong evidence that the underperformance of issuers of both straight and convertible debt is limited to those issues that occur in periods with a high volume of issues. In contrast to earlier event studies that found insignificantly negative abnormal returns at the time of debt issue announcements and concluded that debt offerings had no impact on shareholder wealth, our results suggest that debt offerings, like equity offerings, are signals that the firm is overvalued. As with equity offerings and repurchases, the market appears to underreact at the time of the debt offering announcement so that the full impact of the offering is only realized over a longer time horizon.

Industry Conditions, Growth Opportunities, and Market Reactions to Convertible Debt Financing Decisions

This paper examines the relationship between convertible debt issue announcements, announcement period share price reactions, and the profitability of the issuing firm's growth opportunities. We find that investor reactions are positively related to the profitability of the issuing firm's investment opportunities. However, the relationship does not appear to be particularly robust across several model specifications. We then investigate the explanatory power of the issuer's relative performance within its own industry, and find that industry- adjusted growth opportunities appear to better explain investor reactions to convertible debt issues. Share price reactions are less negative (more positive) the higher the issuer's investment opportunities relative to that of the median industry performer. Thus, investors seem to react to convertible debt offerings more on the basis of relative performance with the issuer's industry, rather than absolute measures of issuer or industry performance.

Financial innovation and investor wealth: A study of the poison put in convertible bonds

The takeover boom of the 1980s was accompanied by a series of innovations in debt contracts, including the poison put that allows bonds to be redeemed in the event of a corporate control change. The poison put was included in a large majority of convertible debt offerings, shortly after the first issues with such provisions. We attempt to understand the factors that contributed to the widespread adoption of this innovation in convertible bonds and the consequences for shareholder wealth. Our findings suggest that by reducing the potential for bondholder-shareholder conflicts and by conveying positive information about future takeover prospects, poison puts result in significant benefits to issuing firm shareholders, particularly if the firm is under takeover speculation. There are, however, no benefits when a firm has adopted antitakeover measures prior to the offering. There is weaker evidence that existing bondholders do worse when poison puts are present.

The pricing of convertible debt offerings

We present the first empirical evidence on the pricing of convertible debt offerings. Using a sample of 91 convertible debt offerings from the period 1988–1992, we show a significant mean initial excess return of 1.11%. Our underpricing result is invariant to zero/nonzero coupons, maturity, issue size, or bond ratings. Further analysis reveals that various types of risk inherent in the new convertible issues are useful in explaining the cross-sectional variation in the initial excess returns. We offer an explanation for our results based on the arguments of the differential information model.

VOLUNTARY INFORMATION DISCLOSURE DURING PERIODS OF STOCK PRICE VULNERABILITY

Journal of Business Finance & AccountingVolume 23, Issue 3 p. 461-472 VOLUNTARY INFORMATION DISCLOSURE DURING PERIODS OF STOCK PRICE VULNERABILITY Dan W. Cooper, Corresponding Author Dan W. CooperAddress for correspondence: Dan W. Cooper, Department of Economics and Finance, School of Management, Marist College, Poughkeepsie, NY 12601–1387, USA.Search for more papers by this authorBrian Grinder, Brian Grinder The authors are respectively, from the Department of Economics and Finance, Marist College; and the Department of Management, Eastern Washington University. They are grateful to Dr Arnold Cowan from Iowa State University for supplying the initial sample of convertible debt offerings and to Dr Jack Cooney of Washington State University for access to his equity offerings data. We are also grateful to Mark Bruskotter for valuable research assistance. Participants of the Washington State doctoral seminars also supplied helpful input. Remaining errors and omissions are the responsibility of the authors.Search for more papers by this author Dan W. Cooper, Corresponding Author Dan W. CooperAddress for correspondence: Dan W. Cooper, Department of Economics and Finance, School of Management, Marist College, Poughkeepsie, NY 12601–1387, USA.Search for more papers by this authorBrian Grinder, Brian Grinder The authors are respectively, from the Department of Economics and Finance, Marist College; and the Department of Management, Eastern Washington University. They are grateful to Dr Arnold Cowan from Iowa State University for supplying the initial sample of convertible debt offerings and to Dr Jack Cooney of Washington State University for access to his equity offerings data. We are also grateful to Mark Bruskotter for valuable research assistance. Participants of the Washington State doctoral seminars also supplied helpful input. Remaining errors and omissions are the responsibility of the authors.Search for more papers by this author First published: April 1996 https://doi.org/10.1111/j.1468-5957.1996.tb01133.xCitations: 4 AboutPDF ToolsRequest permissionExport citationAdd to favoritesTrack citation ShareShare Give accessShare full text accessShare full-text accessPlease review our Terms and Conditions of Use and check box below to share full-text version of article.I have read and accept the Wiley Online Library Terms and Conditions of UseShareable LinkUse the link below to share a full-text version of this article with your friends and colleagues. Learn more.Copy URL Share a linkShare onFacebookTwitterLinked InRedditWechat Citing Literature Volume23, Issue3April 1996Pages 461-472 RelatedInformation

Influence of economic factors on the valuation effects of debt offerings

The obejective of this paper is to determine whether the share price responses to debt offerings are influenced cross-sectially by economic factors. We develop hypotheses that share price responses are inversely related to nominal interest rates, and to the issuing firm's stock price level relative to the market, and positively related to economic growth. After controlling for firm-specific characteristics used in previous studies, we find that the share price responses to straight debt offerings are not significantly related to the nominal interest rates or to the issuing firm's relative stock price level, but are positively related to the economic growth. We also find that share price responses to convertible debt offerings are significantly related to the nominal interest rates, the issuing firm's relative stock price level, and economic growth in the manner hypothesized. These results imply that the signal emitted by a firm's debt offering can be influecnced not only by firm-specific characteristics, ...

Relative information asymmetry as a determinant of the market reaction to corporate financing announcements

Information-asymmetry-based models predict that the market should react negatively to unanticipated external financing. Previous empirical studies lend limited support to these conjectures. This study examines the anticipation issue using financial analysts' earnings-forecast errors as a proxy for information available prior to the external-financing announcement. The conjecture is that external financing would be less anticipated for firms which financial analysts cannot accurately predict their earnings. Event study results indicate that high-prediction-error firms exhibit significantly lower announcement period returns than lowprediction-error firms for non-convertible debt, convertible debt, and common stock offerings.

Growth Opportunities and the Stock Price Response to New Financing

The author documents the effect of growth opportunities on the stock price response to security offerings. For equity offerings, the stock price decline for mature firms exceeds the decline for growth firms. For straight and convertible debt offerings, mature firms experience a significant price decline while growth firms experience no significant price change. Regression analysis indicates that the stock price response to new financing is significantly, positively related to a variety of growth opportunity measures. Holding growth opportunities fixed, the stock price response depends on the type of security offered (equity vs. debt) and, for straight debt offerings, Moody's bond ratings. Copyright 1992 by University of Chicago Press.

Valuation effects of corporate debt offerings

This paper analyzes the effect of corporate debt offerings on stock prices. Straight debt offerings have non-positive price effects, while convertible debt offerings have significantly negative effects. Public utility mortgage (non-convertible) bond offerings have marginally negative effects, and the effect is significantly negative when the proceeds are used to finance the utility's investment program. Cross-sectional regressions reveal no relation between offer-induced price effects and offering size, rating, post-offer changes in abnormal earnings or debt-related tax shields. The evidence is inconsistent with theories predicting that the price effects of capital structure changes go in the direction of the leverage change.

Convertible debt issuance, capital structure change and financing-related information

This paper provides evidence on the valuation effects of convertible debt issuance. Common stockholders earn significant negative abnormal returns at the initial announcement of a convertible debt offering, and also at the issuance date. In contrast, the average valuation effect on common stock at the announcement of non-convertible debt offerings is only marginally negative, and is zero at issuance. The significant negative average effect on common stock value appears not to be systematically related to either the degree of leverage change induced by the convertible debt issuance or the extent to which the proceeds from issuance are used for new investment or to refinance existing debt. If, as appears likely, the issuance of convertible debt on average increases financial leverage, these results are inconsistent with evidence from other recent studies documenting common stock price effects of the same sign as the change in leverage. The evidence suggests that convertible debt offerings convey unfavorable information about the issuing firms, but the specific nature of such information remains unidentified.

THE INTERACTION BETWEEN PRICING AND UNDERWRITING SPREAD IN THE NEW ISSUE CONVERTIBLE DEBT MARKET

AbstractThe objective of this research is to measure the interaction among pricing variables in new issues of convertible debt. In underwriting convertible debt issues, there is a simultaneous tradeoff among the conversion premium, yield, and underwriting spread. Since the three endogenous variables are interrelated, a simultaneous equation model is used to test for this interaction. Based on a sample of 264 new convertible debt offerings, the results indicate underpricing in terms of conversion premium and yield as well as simultaneous increases in yield and underwriting spread.