Brealey−Meyers:
Principles of Corporate
Finance, Seventh Edition
VI. Options 23. Warrants and
Convertibles
© The McGraw−Hill
Companies, 2003
CHAPTER 23 Warrants and Convertibles 657
Convertible securities and warrants make sense whenever it is unusually costly
to assess the risk of debt or whenever investors are worried that management may
not act in the bondholders’ interest.
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You can also think of a convertible issue as a contingent issue of equity. If a com-
pany’s investment opportunities expand, its stock price is likely to increase, al-
lowing the financial manager to call and force conversion of a convertible bond
into equity. Thus the company gets fresh equity when it is most needed for expan-
sion. Of course, it is also stuck with debt if the company does not prosper.
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The relatively low coupon rate on convertible bonds may also be a convenience
for rapidly growing firms facing heavy capital expenditures. They may be willing
to give up the conversion option to reduce immediate cash requirements for debt
service. Without the conversion option, lenders might demand extremely high
(promised) interest rates to compensate for the probability of default. This would
not only force the firm to raise still more capital for debt service but also increase
the risk of financial distress. Paradoxically, lenders’ attempts to protect themselves
against default may actually increase the probability of financial distress by in-
creasing the burden of debt service on the firm.
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23
Changes in risk ought to be more likely when the firm is small and its debt is low-grade. If so, we
should find that the convertible bonds of such firms offer their owners a larger potential ownership
share. This is indeed the case. See C. M. Lewis, R. J. Rogalski, and J. K. Seward, “Understanding the De-
sign of Convertible Debt,” Journal of Applied Corporate Finance 11 (Spring 1998), pp. 45–53.
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Jeremy Stein points out that an issue of a convertible sends a better signal to investors than a straight
equity issue. As we explained in Chapter 15, announcement of a common stock issue prompts worries
of overvaluation and usually depresses stock price. Convertibles are hybrids of debt and equity and
send a less negative signal. If the company is likely to need equity, its willingness to issue a convertible,
and to take the chance that stock price will rise enough to allow forced conversion, also signals man-
agement’s confidence. See J. Stein, “Convertible Bonds as Backdoor Equity Financing,” Journal of Fi-
nancial Economics 32 (1992), pp. 3–21.
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This fact led to an extensive body of literature on “credit rationing.” A lender rations credit if it is ir-
rational to lend more to a firm regardless of the interest rate the firm is willing to promise to pay. Whether
this can happen in efficient, competitive capital markets is controversial. We discussed credit rationing
in Chapter 18. For a review of this literature, see E. Baltensperger, “Credit Rationing: Issues and Ques-
tions,” Journal of Money, Credit and Banking 10 (May 1978), pp. 170–183.
SUMMARY
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Instead of issuing straight bonds, companies may sell either packages of bonds and
warrants or convertible bonds.
A warrant is just a long-term call option issued by the company. You already
know a good deal about valuing call options. You know from Chapter 20 that call
options must be worth at least as much as the stock price less the exercise price.
You know that their value is greatest when they have a long time to expiration,
when the underlying stock is risky, and when the interest rate is high.
Warrants are somewhat trickier to value than call options traded on the options
exchanges. First, because they are long-term options, it is important to recognize
that the warrant holder does not receive any dividends. Second, dilution must be
allowed for.
A convertible bond gives its holder the right to swap the bond for common
stock. The rate of exchange is usually measured by the conversion ratio—that is, the
number of shares that the investor gets for each bond. Sometimes the rate of