Convertible Securities Research Articles

Capital Structure Models and Contingent Convertible Securities

We implemented a methodology to calibrate capital structure models for banks that have issued contingent convertible securities (CoCos). Typical studies involving capital structure model calibration focus on non-financial firms as they have lower leverage and no contingent convertible securities. From a theoretical perspective, we found that jumps in the asset value process were necessary to obtain a satisfactory fit to the market data. In practice, contingent capital conversion triggers are discretionary, and there is considerable uncertainty around when regulators are likely to enforce conversion. The market-implied conversion triggers we obtain indicate that the market expects regulators to enforce conversion while the issuing bank is a going concern, as opposed to a gone concern. This fact is presumably of interest to potential dealers, regulators, issuers, and investors.

Two-sided asymmetric information and convertible securities in venture financing

This paper presents a new explanation for the prevalence of convertible securities in venture capital finance. Modeling two-sided asymmetric information between an entrepreneur and a venture capitalist, we demonstrate that convertible securities can result in the optimal contract. Our theoretical findings also provide some testable predictions. Specifically, the optimal conversion ratio rises when the information asymmetry problem worsens. We also reveal that the conversion ratio becomes smaller during economic booms since the adverse selection problem is less relevant.

Intermediary frictions and convertible bond pricing

Buy-and-hedge intermediaries are important investors in the convertible bond market as they intermediate between firms that require capital quickly and investors requiring time to assess the security. Their strategy requires them to manage the trade-offs involved with the costs and benefits of hedging. We find that prices of convertible securities reflect the costs that intermediaries incur when managing their positions. Especially cross-sectional and within-bond variation of intermediaries’ loan costs helps explain variation in convertible bond underpricing.

Closed-form pricing formulas for autocallable reverse convertible securities

Closed-form pricing formulas for autocallable reverse convertible securities

Pecking order of convertible security financing for start-up ventures and overinvestment

This study develops a parsimonious theoretical model to investigate the pecking order in financing for start-up ventures, especially with convertible securities, under adverse selection where a firm’s investment possibly has a negative value. While the role of convertible securities is limited and the cross-subsidy enables inefficient business in the competitive market, the signaling in relationship financing prevents inefficient investment and convertible securities are useful in situations with more volatile cash flow distributions. Considering the interrelation between competitive markets and relationship financing without investors’ monopolistic positions, signaling with convertible securities from profitable firms is likely to occur when market conditions are uncertain or the economy is stagnant, thereby possibly explaining boom and bust.

Venture Capital Coordination in Syndicates, Corporate Monitoring, and Firm Performance

This paper examines how the coordination of venture capital (VC) investors in their syndicates, as measured by their geographic concentration, affects firm performance and ex ante contractual terms. Using the introduction of new airline routes between the locations of VC investors as a shock to their coordination costs, we find that firms with geographically concentrated VC investors are more likely to exit successfully than other firms. Geographically proximate VC investors are also more likely to form syndicates in follow-up rounds and to use less intensive staged financing and fewer convertible securities.

Two-Sided Asymmetric Information and Convertible Securities in Venture Financing

Two-Sided Asymmetric Information and Convertible Securities in Venture Financing

Transportation Infrastructure Project Financing; Highways Capital Structure Design Techniques

Whether a private bidder can win a concession depends largely on advanced financial engineering techniques, numerous methods were developed. Meeting large infrastructure needs including its proper maintenance and operation is and will remain a major challenge for the all-around the in the coming years requiring targeted innovative financing mechanisms. Even though it is recognized that there are three types of financial instruments, equity, mezzanine finance and debt in funding an infrastructure project, the status quo is that previous capital optimization methods did not consider mezzanine finance or simply categorized it into debt-like or equity-like instruments. The global infrastructure sector is witnessing a steady growth of private equity investment in mezzanine instruments. The frequent usage of the contingent claim embedded in mezzanine financing makes the traditional model for capital structure optimization invalid. This study presents a more advanced method to optimize capital structure in infrastructure financing. This easily implemented method is based on a two-stage procedure: I) identification of optimal stopping time for convertible securities, and II) capital structure optimization by a conventional model. The quantitative optimization model can be easily generalized. The global infrastructure sector is witnessing the continued growth of a private equity fund of mezzanine tools. Repeated use of potential claims embedded in mezzanine financing has invalidated the traditional model for optimizing capital structure.

Callable barrier reverse convertible securities

We study the valuation of callable barrier reverse convertible contracts written on one or two underlying asset prices. We assume the issuer of the contract can call early redemption at any time during a pre-specified time interval. We identify the optimal redemption policy and show, in the single underlying asset case, it is characterized by a time-dependent boundary. The boundary satisfies a nonlinear integral equation of the Volterra type. When there are two underlying assets, the boundary is a surface depending on one price in addition to time. Valuation formulas and associated integral equations are derived. Numerical experiments are performed.

Optimal design of venture capital financing contracts: the case of Portuguese, Spanish and German markets

PurposeThis study aims to investigate the use of convertible securities and control rights covenants for a sample of 53 Portuguese, Spanish and German venture capital (VC) firms.Design/methodology/approachA relatively new methodology in business sciences – a fuzzy set qualitative comparative analysis – that considers both quantitative and qualitative factors is used for obtaining a solution that best fits the empirical data.FindingsThe results show that the use of convertible securities is affected by agency predictions, namely, the anticipated severity of double-sided moral hazard problems. On the other hand, a mixed support is provided to the agency predictions regarding the use of control right covenants. The results seem to suggest that control right covenants tend to play a different role from convertible securities in the optimization of contract design for VC-backed investments.Originality/valueExisting literature on VC contract design is extended by providing a cross-border analysis to VC financing decision.

Antecedents of Financial Instrument Choice by VC/PE Funds: Using the Theory of Adverse Selection

This article examines the choice of financial instruments of venture capital/private equity (VC/PE) funds in Indian infrastructure sector. Using a sample of 690 VC/PE investment transactions in Indian infrastructure sector over a period of fifteen years, the findings indicate that the choice of financial instrument by VC/PE funds in Indian infrastructure sector is largely influenced by the ability to mitigate information asymmetry and adverse selection faced by the fund. The evidence provides insights about the type of uncertainty faced by VC/PE funds in different types of Indian infrastructure financing transactions. Results show that the VC/PE funds are less able to screen growth stage firms and, therefore, utilize convertible securities to reduce the cost of adverse selection. Regression analysis provides empirical evidence about the determinants of VC/PE funds choice of financial instrument in Indian infrastructure sector. VC/PE funds face higher risk when an infrastructure firm expects greater variability of returns at early and growth stages and for new investments in any stage. TOPICS:Private equity, other real assets, emerging markets Key Findings • VC/PE funds use more common equity than other financial instruments for making investment in the Indian infrastructure sector. • When VC/PE investors are not able to mitigate information asymmetry and adverse selection cost, convertible securities are more likely to be used. • VC/PE funds face higher risk when any infrastructure firm expects greater variability in return at early stage, growth stage firms and for new investment in any stage.

Security design with status concerns

This paper provides a status-based explanation for convertible securities. An entrepreneur with status concerns inducing risk-taking decides how to finance the firm and how to dynamically manage it. Solving analytically for the optimal security, we find that it is substantially similar to a convertible security. Our model can explain why convertible securities are mainly issued by start-ups and small firms, as we show that their salient characteristics, higher volatility and dynamic flexibility, accentuate incentives to issue convertible securities. We also provide analytical results relevant to quantifying how status concerns affect credit risk, an established factor behind security choice.

The relationship of G-Index and convertible debt issuance in the presence of restrictive covenants

We examine the relationship between the Governance Index (G-Index) and convertible bond use by firms, specifically in the presence or absence of covenants. We find that the better the shareholder governance (lower G-Index) of firms, the more they are likely to issue convertible instead of straight bonds. More importantly, we find that the complementary relationship between shareholder governance and convertible bond use is driven by the existence of certain covenants attached to these convertible securities. We also find that this effect is accentuated in firms with smaller size, higher market-to-book, R&D and intangibles as well as higher beta. We conclude that this link between strong shareholder rights and increased convertible bond use is conditional on the presence of covenants and therefore shows the important interaction of these three governance mechanisms. In addition, this triple link being emphasized in firms with higher agency costs and adverse selection problems is consistent with value-maximizing use of convertible bonds.

Persuasion in relationship finance

After initial investments, relationship financiers routinely observe interim information about projects before continuing financing them. Meanwhile, entrepreneurs produce information endogenously and issue securities to incumbent insider and competitive outsider investors. In such persuasion games with differentially informed receivers and contingent transfers, entrepreneurs’ endogenous experimentation reduces insiders’ information monopoly but impedes relationship formation through an “information production hold-up.” Insiders’ information production and interim competition mitigate this hold-up and jointly explain empirical links between competition and relationship lending. Optimal contracts restore first-best outcomes using convertible securities for insiders and residuals for outsiders. Our findings are robust under various extensions and alternative specifications.

Deriving successful venture capital deal profile through decision tree analysis in Indian context

PurposeThis study is based on the development of predictive classification for the success of a venture capital (VC) deal derived from both qualitative and quantitative indicators.Design/methodology/approachDecision tree analysis has used for devising the success model of VC deal. Various deal characteristics are considered in this study as the observable component of success.FindingsThe finding of this analysis indicates that the success of the deal does not only depend on the final outcome like post company valuation (POST_COMP), realised revenue (RREV) but also depends on various observable contractual characteristics like syndication, use of convertible security and ownership percentage with some noticeable deal features.Practical implicationsThis study increases the further scope of study on a contractual mechanisms such as allocation of cash flow right and control right in the deal contract between venture investor and entrepreneur firm. This could give a better understanding of success path of a venture deal.Originality/valueThis study has attempted to derive a performance model based on observable attributes of a VC deal.

An empirical analysis of an application of an alternative measurement model on international accounting standard 33, earnings per share

PurposeThe purpose of this paper is to investigate the empirical effects of modifying the calculation of the diluted earnings per share (EPS) number in an international compared to the US accounting setting. The diluted EPS calculation originated in the US Accounting Principles Board Opinion No. 15 (APB 15) and continues in both the US Statement of Financial Accounting Standard No. 128 (SFAS 128), EPS and International Accounting Standard 33 (IAS 33) EPS. Our analysis of the treatment of dilutive warrants and options versus other dilutive convertible securities extends the work of McEnroe and Sullivan (2018), hereafter referred to as McEnroe and Sullivan, 2018 and provides more insight into the impact on the international accounting regulatory environment. Using the McEnroe and Sullivan, 2018 proposed alternative EPS model, we investigate revising the EPS model and analyzing the impact on international data observations.Design/methodology/approachThe authors selected our sample from the Compustat Fundamentals Annual Database – North America Daily file. Although using the Global – Daily file would be ideal, the data the authors need to make the alternative EPS calculations is not available in the Global database. The authors pulled data for the years 2010 through 2016 for both the USA and international companies. The authors eliminated companies based upon the criteria described later in the paper (which is comparable to the data restrictions set in McEnroe and Sullivan, 2018).FindingsThe results are comparable to the results of the US study. The authors find an average increase in diluted EPS to be 4.57 per cent and the median increase to be 2.43 per cent. McEnroe and Sullivan, 2018 found the average increase in diluted EPS to be 5.72 per cent and the median increase to be 3.81 per cent. The authors do not find a significant difference in the overall average percentage increase when looking across all of the years in the data set and comparing the USA to international observations. Overall, the authors further extend the previous conclusion of McEnroe and Sullivan, 2018 that both the USA and international standard setters should consider the alternative diluted EPS model for accounting regulation.Research limitations/implicationsThe study consists of a sample of 262 international firms. An extended study, of all firms subject to International Accounting Reporting Standards (IFRS) might be used by the International Accounting Standards Board and then stratified by country to see if the capital structure of a particular nation’s securities is particularly impacted by the results.Practical implicationsAs McEnroe and Sullivan, 2018, p. 499 state, the Financial Accounting Standards Board (FASB) avers that the price-earnings ratio of an equity is perhaps the most frequently cited business statistic in equity analysis. The authors cite one source Kuepper, (2018), that it is “one of the most popular metrics” on the international level of stocks using IFRS. Given that the denominator, in the price-earnings ratio is the focus of our study, as in the case McEnroe and Sullivan, 2018, the results have implications for the further study and revision of IAS 33.Social implicationsAgain, as in the case of McEnroe and Sullivan, 2018, if currently reported diluted EPS results in lower equity prices than under the proposed model, an effect might be higher debt and equity costs. Since the authors are unaware of any rationale for the current treatment, the authors feel that the current formulation is less than optimal and that the issue of its provisions should be examined.Originality/valueA review of the literature found no other study other than McEnroe and Sullivan, 2018 undertaking the issue.

Venture Capital and the Use of Convertible Securities and Control Rights Covenants: A Fuzzy Set Approach

Although venture capital is considered crucial for promoting economic development and innovation, not much has been done regarding the use of complex financing contracts in venture capital backed investments. In this study we investigate the use of convertible securities and control rights covenants for a sample of 15 Portuguese venture capital firms. We use an innovative methodology - a fuzzy set Qualitative Comparative Analysis - that considers both quantitative and qualitative factors for obtaining a solution that best fits the empirical data. Our results show that the use of convertible securities is affected by the anticipated severity of double-sided moral hazard problems. On the other hand, only a weak support is provided to the agency predictions regarding the use of control right covenants. Interestingly, the results reveal that convertible securities, unlike control rights covenants, are the most apt instruments to reduce costly double-sided incentive problems of a venture capital relationship

Debt-financed repurchases and credit ratings with the respect of free cash flow and repurchase purpose

We find that the fraction of debt used to finance share repurchases is negatively associated with credit ratings. In particular, this association is more pronounced for firms with a high level of free cash flow. We further divide the sample by the repurchase purpose. We find that the associations between debt-financed repurchases, free cash flow, and credit ratings hold when the repurchase is made for the purpose of transferring shares to employees or for the purpose of equity conversion of convertible securities, but not when it is made for maintaining the company’s credit.

Optimal Security Design under Asymmetric Information and Profit Manipulation

We consider a model of external financing under ex ante asymmetric information and profit manipulation (non verifability). Contrary to conventional wisdom, the optimal contract is not standard debt, and it is not monotonic. Instead, it resembles a contingent convertible (CoCo) bond. In particular: (i) if the profit manipulation and/or adverse selection are not severe, there exists a unique separating equilibrium in CoCos; (ii) in the intermediate region, if the distribution of earnings is unbounded above there exists a unique pooling equilibrium in CoCos, otherwise debt might be issued but it is never the unique equilibrium; (iii) finally, if profit manipulation is severe, there is no financing These findings suggest that the standard monotonicity constraint exogenously imposed in the security design literature must be reconsidered. Crucially, profit manipulation is part of the optimal contract, and non-monotonic, convertible securities mitigate the asymmetric information problem. We discuss milestone payments in venture capital as an application.

Two-Sided Asymmetric Information and Convertible Securities in Venture Financing

This paper presents a new explanation for the prevalence of convertible bond in venture capital finance. By modeling two-sided asymmetric information between entrepreneurs and venture capitalists, we prove that convertible bond can implement the optimal contract. The optimal conversion ratio increases when it's more difficult to attract a venture capitalist, and it also increases with the extent of adverse selection in the venture capitalist market. Our model also predicts that the optimal conversion ratio is negatively correlated with the competition in VC market and the level of VC's human capital.