Convertible Securities An Investors Guide. 2nd Edition October 2001 Jeremy Howard Michael O Connor
Convertible Securities An Investors Guide. 2nd Edition October 2001 Jeremy Howard Michael O Connor
Convertible Securities An Investors Guide. 2nd Edition October 2001 Jeremy Howard Michael O Connor
Convertible Securities
October 2001
An Investors’ Guide
Jeremy Howard Lastly, this new Guide would not have been possible
co-Head of Global Convertible Research without the tireless and good-humoured editorial support of
Business Director - dbconvertibles.com Clodagh Muldoon, one of our junior European Analysts.
Michael O'Connor
co-Head of Global Convertible Research
Editorial Note:
2
Contents
Chapter Page
4. Credit Protection for Convertibles (Asset Swaps and Credit Default Swaps) 22
8. Documentation 61
© 2001. Publisher: Deutsche Bank AG London, 1 Great Winchester Street, London, EC2N 2EQ.
Authors: as referred to on the front cover. All rights reserved. When quoting, please cite Deutsche Bank AG as the source.
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Additional information available upon request.
We published our first Investors' Guide to Convertibles in Fig 2: Global Market Capitalisation in USD
February 1997. Since then, a great deal has happened
in the asset class. Fortunately for everyone involved in the
product, the developments have been generally positive,
and convertibles are now firmly established as a
mainstream financing vehicle for corporates in every region.
We believe they have become among the most exciting
securities for dedicated investors, fixed income funds and
hedge funds. Market developments in 2000/2001 have also
drawn attention to the attractions of convertibles for equity
investors, who were previously only active in the Asia Pacific
markets.
Source: Deutsche Bank Convertible Research
4
The major difference between this updated Guide
and the original is that we draw heavily on our
www.dbconvertibles.com website. We also use real
examples to illustrate our points as often as we can, rather
than relying on hypothetical securities.
Convertibles have an unfortunate (and totally unjustified, in So what do these terms mean?
our opinion) reputation amongst some investors for being
complex instruments. In its standard form, a convertible is Coupon (4%)
simply a corporate bond which gives the holder an additional
right to give up the bond in exchange for a fixed number of Coupons are the interest payments on the bond (convertible
ordinary shares. At maturity, convertibles are worth either preferreds pay fixed dividends). This can be paid either
their cash redemption value or the market value of the annually, semi-annually or even quarterly. This amount is
shares into which they are convertible, whichever is the (almost always) fixed for the life of the bond. A 4% annual
greater. Simple as that! coupon on a EUR 1,000 nominal value bond indicates that on
the coupon payment date each year the holder will receive
Although there are some exceptions to the plain-vanilla EUR 40 in cash. As with normal corporate bonds, interest
convertible structure, we believe it is important that all accrues between coupon payment dates according to the
investors are familiar with the basic model. Throughout this relevant market convention. These conventions are generally:
section we will use the real example of the Dutch food
UK 30 / 360 days
company Ahold 4% 2005 EUR. In order to understand how
Continental Europe Actual / Actual or 30 / 360 days
this convertible works, we will split our analysis into two
sections: A) the fixed terms and B) the market valuation. Asia Pacific 30 / 360 days
US/Latin America 30 / 360 days
A) The Fixed Terms Japan (Domestic) Actual / 365 days (in most cases)
1
Ahold 4% 2005 EUR An investor buying Ahold 4% 2005 EUR for settlement 16
July 2001 for 100 (clean price) would pay the seller 100.633
Coupon 4% (annual) or EUR 1,006.33 (ignoring any withholding tax). Accrued
Issue Amount EUR 920 million interest is paid up to (and including) settlement date (trade
First Settlement 19 May 2000 date + 3 days in all the Euroconvertible markets).
Issue Price 100.00%
Redemption Amount 100.00% The EUR 1,006.33 is calculated as follows:
Maturity 19 May 2005
Nominal Value EUR 1,000.00 Settlement (16 July 2001) - Last Coupon (19 May 2001)
Conversion Ratio 31.0463 (Nominal Value / Accrued Interest = (57 days / 360 days) x EUR 40
Conversion Price) = EUR 6.3333
Conversion Price EUR 32.21 (Nominal Value /
Conversion Ratio) Maturity (19 May 2005)
Call Protection Hard Call 3 years
The date on which the issuer must offer to redeem the
ISIN XS0111182597
securities for their redemption amount. If the value of the
1
Ahold 4% 2005 EUR compounds at 30 / 360
6
shares underlying the bond at maturity exceeds the 'Provisional' protection is when the bonds can be called
redemption amount the holder will convert the bond into subject to the share price being above a certain level (see
shares. below). Call protection is important for investors as it
guarantees the optionality of the convertible and whatever
Conversion Ratio (31.0463 shares per bond) yield advantage it has over the underlying shares for a fixed
period of time. The longer the call protection, the greater
The number of shares into which each EUR 1,000 bond is the benefit for investors.
convertible. A conversion ratio of 31.0463 means that each
bond can be converted into 31.0463 ordinary Ahold shares. 'Provisional' (or ‘Soft’) Call Protection
The conversion ratio remains fixed throughout the life of the
instrument, although it will usually be adjusted to account for Ahold 4% 2005 EUR does not have provisional call protection,
stock splits, special dividends or other dilutive events, and but provisional call protection means that the bond cannot
‘reset’ clauses. In fact , Ahold 4% 2005 EUR had an initial be called unless the stock trades above a specified level for
conversion price of EUR 33.02 that was adjusted as a result a certain period of time. Usually, this level is expressed as
of a dividend paid (partially) in shares. a percentage of the conversion price (i.e. bond is callable
if stock > 140% of conversion price). To prevent abnormal
Conversion Price (EUR 32.21) trading patterns triggering a provisional call, most convertible
prospectuses state that the stock must trade above the
The price at which shares are effectively 'bought' upon trigger price for 20 or 30 days before the provisional call is
conversion. Ahold 4% 2005 EUR is convertible into 31.0463 activated.
shares per bond. As the nominal value of the bond is EUR
1,000, the holder has paid EUR 1,000 for the right to convert The effect of call protection on convertible valuation is
the bond into 31.0463 shares. At maturity, if parity (share discussed more fully in Chapter 3.
price x conversion ratio) is higher than EUR 1,000 the
holder will convert into shares. As parity will only be greater B) The Market Valuation
than redemption amount if the stock is above EUR 32.21,
EUR 32.21 is effectively the 'strike price', or conversion This section examines the characteristics of the bond on a
price. A convertible is ‘in the money’ if: specific day (trade date 11 July 2001).
'Hard' Call Protection (3 Years Hard Call to 19 May 2003) Convertible Price 121.75
Parity 113.78
Most convertible bonds are issued with a period of call Conversion Premium 7.00%
protection during which the issuer may not redeem (call) the Current/Running Yield 3.285%
bonds early. 'Hard' call protection is the period during which Yield to Maturity -1.462%
the bonds cannot be called under any circumstances.
Most prices (outside France and US Preferreds) are 'clean', 1. In Scenario 1 the bondholder will not take shares worth
in that they do not include accrued interest. An investor EUR 310.5 (per bond) when EUR 1,000 is the cash
purchasing the bond would actually pay more than EUR redemption value.
1,217.50 to reflect the accrued interest in the bond.
2. In Scenario 2 the bondholder is indifferent between EUR
Parity (113.78) 1,000 cash redemption value and EUR 1,000 in shares.2
8
shares worth EUR 1,242 at maturity rather than redeem Current Yield (3.285%) is:
the bond for EUR 1,000.
Coupon / Current Price of Bond
Premium (7.00%) = 4/121.75
= 3.285%
Premium is related to parity. Premium is the difference
between parity and the convertible bond price, expressed as
Yield to Maturity (-1.462%)
a percentage of parity. Premium expresses how much more
an investor has to pay to control the same number of shares The yield to maturity (YTM) is based on the price of the
via a convertible, rather than buying them outright. bond, the coupon payments to maturity and the final
redemption amount. YTM takes account of the capital
Premium = (Bond Price - Parity) / Parity gain/loss on the bond at maturity.
7.97
= x 100% = 7%
113.78 When a convertible has a put before maturity, investors will
also look at yield to put (YTP).
An investor buying Ahold 4% 2005 EUR for EUR 1,217.5
controls 31.0463 shares per bond. But an investor buying Breakeven (3.66 Years)
31.0463 shares in the market would only pay EUR 1,137.84
(31.0463 x EUR 36.65). The extra EUR 79.7 represents the Breakeven is the length of time needed to amortise the
convertible's premium. premium paid to buy the convertible via its yield advantage
over the underlying stock. We have explained above that
Premium also gives a guide as to how a convertible will investors in Ahold 4% 2005 EUR pay a EUR 79.66 'premium'
perform in relation to the underlying shares. Convertibles to own the convertible rather than the shares themselves.
with low premiums should be more sensitive to movements But convertible investors receive extra yield on their
in the underlying share price than convertibles where investment. Every year, the convertible will pay EUR 40 in
premium is high. cash. Assuming a 1.5% dividend yield, the same cash
outlay on the shares would have returned only EUR 18.26
Very ‘in the money’ (see page 11 for definition) convertibles (1.5% x EUR 1,217.5). We now have enough information to
will sometimes be quoted in terms of their ‘points’ premium calculate 'convertible breakeven'.
over parity. In the above example, points premium would be
121.75 - 113.78 = 7.97 points. Convertible investors receive EUR 21.74 more income than
investors in the same cash amount of stock each year (EUR
Current Yield (3.285%) 40.00 - EUR 18.26). Breakeven calculates how long it takes
for the EUR 79.66 premium to be amortised by the annual
Investors should think of current yield in exactly the same EUR 21.74 in extra yield.
way as dividend yield on the equity.
At 91.91, the accretion to redemption at par and coupons i. Distressed Debt ('Junk') Convertibles
would give a yield of 6.25%. This is exactly 160 bps over the ii. 'Out of the Money' Convertibles
risk-free rate of 4.65%. 6.25% is the YTM we would expect
iii. 'At the Money' Convertibles
to find on comparable straight Ahold bonds.
iv. 'In the Money' Convertibles
v. 'Discount to Parity' Convertibles
The bond floor of a convertible should provide a price floor if
interest rates and credit perceptions of the issuer remain
The expressions 'out of', 'at' and 'in the money' are loosely
unchanged.
defined in the convertible market. Technically, they should
be defined with reference only to the stock price and the
conversion price, such that:
10
Fig 3: How Convertibles Perform in the Secondary Market
'Out of the Money' = stock price < conversion price Delta* N/A
'At the Money' = stock price = conversion price Risk Premium < 5%
'In the Money' = stock price > conversion price
(*Delta is explained fully in Chapter 6 - it is a measure of the convertible's
sensitivity to stock price movements).
However, the 'At the Money' category is usually broadened
to include instruments whose stock prices are reasonably
close to the conversion price. When a convertible issuer's share price falls dramatically, or
its ability to finance its debt obligations is called
i) Distressed Debt / 'Junk' Convertibles into question, the convertible enters the distressed debt
category. The overriding concern for convertible investors,
and other bondholders, becomes the creditworthiness of
Parity = 0 - 40
the company. Distressed debt or 'junk' convertibles usually
Premium > 100%
trade with a large premium to parity, at the fixed income
Other considerations for assessing distressed debt Source: Deutsche Bank Estimates
convertibles include:
taking a position without a thorough grounding in the
1. Subordination - The level of subordination of the bond will bankruptcy laws of the applicable legal jurisdiction.
affect its 'recovery rate' (amount eventually paid back
to bondholders on default). Watch out for non-quoted 4. Structured Subordination - This can occur when
bank debt, assets and revenue streams that have convertibles are issued from holding companies which
been securitised, as well as the claims of holders of own geared operating assets.
more senior bonds.
ii) 'Out of the Money' Convertibles
2. Accountancy and Transparency - As an understanding of
the balance sheet will probably be the most important Parity = 40 - 70
consideration, an investor needs to be sure that they Premium > 35%
have all the relevant items. Off balance sheet liabilities Delta = 10% - 40%
can be hidden quite easily in some markets. Hidden Risk Premium = 5% - 20%
guarantees of related company liabilities (in Asia and
Japan especially) can also be an issue. Unlike 'distressed debt' convertibles, 'out of the money'
convertibles can (and often do) have perfectly creditworthy
3. Bankruptcy Laws - These vary hugely across the world. issuers. Their 'out of the money' status simply reflects the
No distressed debt convertible investor should think of fact that the underlying share price has not performed well
12
since issue, and is still well below the conversion price. This company improves (the credit spread contracts and the
means that parity will be well below 100. Remember that bond floor rises); and/or
parity is:
4. If the convertible's premium to its bond floor increases
Stock Price x Conversion Ratio as a result of a general richening of convertible valuations.
Nominal Value
‘Out of the money’ convertibles have become increasingly
So therefore parity must also be: attractive to fixed income funds who switch straight
corporate debt positions into these securities to take
Stock Price advantage of any sizeable rally in the underlying share price
x 100
Conversion Price (see Section 3).
Our sample bond Ahold 4% 2005 EUR was issued with iii) 'At the Money' Convertibles
parity at 80.37 (EUR 803.7 per bond) and a premium of
around 24.4%. If the share price were to fall to EUR 16.10 Parity = 70 - 130
(see Figure 4) parity would fall to around 50.0. So where Equity Premium = 10% - 35%
would the convertible trade in the secondary market? Delta = 40% - 80%
Risk Premium = 20% - 40%
We recall that the fixed income value, or bond floor, of the
convertible using the issuer's cost of debt (LIBOR + 160bps)
Fig 5: 'At the Money' Ahold 4% 2005 EUR
is 91.91. This provides a floor below which the convertible
should not trade. In fact, as Figure 4 shows, we expect the
convertible to trade at a small premium to its bond value
to reflect the time value of the (albeit out of the money)
equity call option contained in the convertible. The exact
convertible price is calculated using a binomial model, which
is explained in Chapter 6. The actual theoretical value is 92.78.
2. If interest rates fall (i.e. the bond market rallies) and bond
floor rises;
14
be prepared to pay over parity decreases. In the money Call Protection
convertibles will not trade at a significant premium to parity
unless either: (1) the bond has a very large income advantage Almost all convertibles allow the issuer to call (i.e. to
over the underlying shares and/or (2) there is a long time redeem) the bond before the maturity date. But of course if
until the first call date or maturity (giving significant time the convertible is ‘in the money’ investors will convert rather
value to the put inherent in the convertible). than accept the cash redemption. This call can sometimes
be subject to a trigger, such as parity needing to be 120% or
The value of the convertible's inherent put is the cash 130% before the call is activated.
redemption of 100 (or other redemption amount) at maturity.
The value of this put obviously declines as parity rises. The The following diagrams demonstrate the effect of call
put at 100 is worth much less when parity is 140 than when protection on convertible valuations. Remember that call
parity is 100. When the convertible is a long way in the protection is 'hard' if the issuer cannot call the bonds under
money the put is worth so little that an investor should pay any circumstances, and 'provisional' if the issuer can only
only the present value of the expected income advantage call the bonds if the stock / parity has risen above a trigger
over the underlying shares as premium. level.
‘In the money’ convertibles are far more sensitive to Figure 7 below shows how premium is retained if long call
movements in the underlying share price than to protection exists, whereas it collapses in Figure 8 where call
movements in interest rates. Because they trade at such a protection has expired.
low premium to parity, equity sensitivity (delta) is high. And
because they trade at such a high premium to bond floor, Fig 7: Call Protection Remains: Premium is Retained
interest rate sensitivity (rho) is low. This is demonstrated in
Table 3:
Long call protection is good for the holder of a convertible v) 'Discount' Convertibles
because:
Parity High
1. The optionality of the bond lasts longer; and
Premium < 0%
2. The income advantage of the convertible over the Delta = 100% (can be > 100%)
underlying shares lasts longer. Risk Premium > 40%
Points 1 and 2 mean that investors will pay more for a bond A ‘discount’ convertible is one in which parity is greater than
with longer hard call protection. the convertible price. Sticking with the example of Ahold
4% 2005 EUR, if parity rose to 140 and the convertible was
The effect of hard call protection on the theoretical trading at 138, the bond would be trading at a -1.45%
value of a convertible is very significant. Figure 9 discount to parity.
demonstrates how the theoretical value of Ahold 4% 2005
EUR rises as hard call protection is extended. Why would a convertible trade at a discount to parity? It
should be obvious that as convertibles are usually American
Convertibles with reasonable call protection remaining and a style options (convertible at any time), a risk free profit
significant yield advantage over the underlying shares are could be made by buying the convertible, converting it
extremely attractive to equity investors, because they offer immediately and selling the shares. The word 'immediately'
16
gives a clue as to why convertibles occasionally do trade at parity (parity-accrued interest) to reflect the loss of accrued
a discount. upon conversion. A full explanation of this so called ‘screw
clause’ appears in Section 8.
In some convertible markets (especially in Asia) conversion
into the underlying shares is not straightforward. In Taiwan,
to take an extreme case, convertible securities are not
directly convertible into shares at all (as of 2001). Investors
must first convert into 'Entitlement Certificates', which are
then convertible into the underlying shares only on set dates
throughout the year (four times a year is usual).
Convertibles can boost fixed income performance by for LIBOR-linked floating payments. The yield is
recreating straight corporate bond positions with additional enhanced because fixed income buyers of asset
exposure to rising equity markets. Specifically, fixed income swapped paper allow convertible arbitrage funds to
investors can buy 'out of the money' convertibles trading retain the optionality. Fixed income fund buying of 'asset
with yields very close to, or even at, their straight bond swapped' convertible paper has increased a great deal in
equivalent. Convertibles have the added attraction of recent years, and we will examine the mechanics of an
containing a long dated call option on the underlying asset swap transaction involving convertibles in Chapter 4.
stock, and will improve fixed income performance, if used
appropriately. 3. Write Credit Default Swaps against Convertibles
18
up' is very low, it ought to be attractive to move a straight Table 4: Swiss Re / ING 1.25% 2003 NLG -
bond position into the convertible alternative, if the exchangeable outperforms straight bonds
equity environment looks favourable. Swiss Re / ING Straight Bond
1.25% 2003 NLG Value
Convertibles as Straight Corporate Alternatives
5 Oct 1998 89.25 87.93
Considerable interest in convertibles as fixed income 1 Sept 2001 100.88 94.81
portfolio diversification instruments has been notable in
Income Adj. Return 13.0% 7.8%
Europe and the US from 1998/9 onwards. This interest has Source: Deutsche Bank Estimates
been sparked by theoretical analysis that shows that, at
least in reasonable equity markets or over the longer term, By switching from the straight bond to the exchangeable, a
adding convertibles to a fixed income portfolio can have the fixed income investor would have enjoyed a very significant
effect of increasing returns and lowering volatility. outperformance over holders of straight Swiss Re bonds.
The theory is simple. Convertibles contain an embedded But the case for a certain weighting in convertibles as an
call option on the stock, and therefore will outperform asset class at all times is more subtle, and is based on the
straight corporate bonds in a rising equity market. negative correlation between bonds and equities.
This is clearly indicated in Figure 10, where the rising This negative correlation between bonds and equities is
share price of Dutch bancassurance company ING leads to easy to demonstrate:
a huge outperformance of the exchangeable Swiss Re / ING
1.25% 2003 NLG exchangeable bond over the equivalent Table 5: Negative Correlation between Bonds and Equities
Swiss Re straight bonds.
Correlation S&P 500 versus US DAX / 10 Year
Treasury 10 year Bund
Fig 10: Swiss Re / ING 1.25% 2003 NLG
1991 - 2001 -0.603 -0.783
Source: Deutsche Bank Estimates
20
attractive for high yield investors, but are not suitable for Fig 14: Adding Convertibles Lowers Volatility and
fixed income substitution. Increases Returns
In this chapter we look at how convertibles can be bifurcated dramatically since the mid 1990s. As of the middle of 2001,
into a credit and an equity component through the use of it is generally believed that at least 30% of the European
Asset Swaps and Credit Default Swaps. convertible universe had been asset swapped, with this
figure rising even higher in Japan. Even in the US, a market
Stripping the credit (or bond) part of a convertible from the whose credit quality previously precluded extensive asset
equity option enables the credit risk to be held by investors swapping, the emergence of the investment grade
who understand credit, but who have no knowledge of (or CoCo/CoPay issuer (see Chapter 10) has brought a sizeable
interest in) equity volatility. pick-up in the level of asset swapping in this market too.
In fact, many of the fixed income investors who buy The spreads on convertible asset swaps will always be
convertible credit are prohibited from owning any higher than on comparable straight bonds because of their
equity-related exposure at all, and so products that give callability (discussed below). The higher spread can make
them exposure to the fixed income component of the swapped convertible paper attractive to fixed income
convertible without the equity risk are very attractive. buyers, as can the fact that convertible asset swaps open up
Credit protection products allow convertible investors to a whole new universe in corporate credit. There are many
concentrate on the equity component of the security, examples in Europe and the US where a convertible issuer
although if the credit moves in their favour, they may also be has no publicly traded straight debt outstanding, and the
able to realise positive P/L by recalling the bonds and convertible often represents the only vehicle for credit
re-swapping them. investment available to a fixed income buyer.
Fig 15: Who Buys and Sells Convertible Credit ? For the convertible investor, the use of asset swaps has
transformed the convertibles market. It has led to much
larger issue sizes (in Europe and the US particularly) and has
enabled convertible investors to focus on what they really
understand, which is either the underlying equity (in the
case of outright convertible funds) or equity volatility (in the
case of hedge funds).
We will look first at Asset Swaps, before turning to the The majority of asset swaps are now conducted as Par / Par
newer market for convertible Credit Default Swaps. swaps. We will examine the mechanics of the classic Par /
Par swap and then discuss exceptions to this standard
model below.
Convertible Asset Swaps
The market in convertible asset swapping has grown Three players are generally involved in the full asset swap
22
Fig 16: Full Asset Swap Transaction
transaction (which is shown in Figure 16): Fig 17: Leg 1 - ‘Selling the Bond Floor’
Determining an 'Asset Swap' Bond Floor What happens in Table 6 is fairly straightforward. But before
we can look at the swap notional payment amounts
As stated above, an asset swap bond floor is calculated to (columns A & B), we need to know how to calculate implied
determine how much is paid to the convertible investor in LIBOR (column D), because this is the rate we will use to
return for selling the bonds to the swap intermediary. determine the amounts of the floating leg payments.
PV of an interest rate swap where LIBOR + credit spread To calculate implied LIBOR, the relevant zero coupon yield
payments are exchanged for the convertible coupons curve is boot strapped from the offered side of the swap
curve. We need a zero coupon curve in order to find the
(remember that this 'swap' is notional only - no exchange of discount factors that we will use to calculate implied LIBOR.
coupons and LIBOR + credit swap payments actually occurs As the above swap is being calculated on a quarterly basis,
on Leg 1). we have four legs a year on the floating side, and therefore
need 20 3M zero coupon points (for a five year bond).
This notional swap is valued using asset swap conventions
and is not simply the PV of the convertible cash flows From the zero curve, we calculate discount factors using:
discounted using a credit spread. The asset swap bond floor
is not the same at the traditional convertible bond floor, and 1/(1 + zero coupon rate / 100)
number of days / 360
24
Table 6: Calculating the Asset Swap Bond Floor of ABC 5% 2006 USD
NPV 394,397.75
Notional 10,000,000.00
Net Bond Floor 9,605,602.25
26
1. To Convert the Bonds - If the convertible is 'in the money' 1. Auto Exercise - If the issuer calls the convertible, normal
at maturity, the bonds will be recalled so the convertible procedure would see the swap intermediary call the
investor can convert them. bonds back from the credit investor on behalf of the
convertible investor, on the basis that the convertible
2. If the Spread has Tightened - If the spread tightens investor will want to convert them (if in the money).
significantly it may be profitable for the convertible
investor to recall the existing swap and re-swap the 2. Contingent Mandatory Exchange (the so-called 'Death
bonds at a higher bond floor. Spiral') - Many issues in the US (and a few in Europe)
allow the issuer to redeem the convertible in shares
3. Corporate Action - It may occasionally be necessary rather than cash. This can have many unfortunate
to recall the bonds to participate in some kind of consequences, and one of them is that the credit
corporate action. investor is usually unable to take delivery of physical
shares on redemption. In this instance, normal procedure
4. To Sell the Convertible - If the convertible investor wants is for the swap intermediary to have the right to sell the
to sell the convertible for any reason, they must first shares delivered in lieu of cash back to the convertible
recall the bonds. investor in return for the redemption amount in cash.
The amount that the convertible investor must pay to recall 3. Event of Default - In the event of default, the convertible
the bonds is calculated using exactly the same methodology investor usually has a limited time period (often 5 days)
as was used to calculate the original asset swap bond floor. to decide whether or not to call the bonds. It is hard to
The only differences are: foresee a situation in which this call would be exercised,
and so the objective is to give the credit investor the
1. The Recall Spread is the spread used. maximum amount of time to enter into negotiations with
the issuer about recovery, restructuring and administration.
2. The date for calculating the recall bond floor will
be the day of the recall, with the current swap curve Recall Penalties
being applied.
Unwinding the swap early often causes problems for the
3. The bid side of the swap curve will be used - as end buyer of the credit. The credit investor will usually have
opposed to the ask side which is used to calculate the set up liabilities of its own to match the inflow of floating
original bond floor when the swap is first calculated. payments, and so will face significant disruption if it is
forced to unravel these transactions early.
Other Recall Scenarios:
In order to compensate for this, small penalties are usually
The right to recall the bonds is held by the convertible payable in the event of early recall.
investor and is generally only exercised when it is in the
convertible investor's favour. However, a couple of extra 'Make Whole' Provisions - The most common remedy is the
points need to be made. 'make whole' payment, which is usually a payment of the
Premium Redemption
Many US convertibles in 2000 and 2001 were structured Method 1: 60.841 is notional, with 8.048 as balloon payment in year 5
as deeply discounted 0% coupon bonds with 20 year Method 2: 68.889 is notional, with no other payment passing from credit
investor to swap intermediary
maturities and rolling 5 year puts.
Source: Deutsche Bank Estimates
28
Interestingly, the bond floors on the two methods will not be isolates the equity call option with a floating strike
exactly the same, with the issue price swap generally giving (struck at the recall spread) on the underlying shares.
a marginally higher asset swap bond floor. This is because The implied volatility of this option can be calculated, and
the swap notional is smaller using just the issue price swap, whether or not it is attractive versus comparable options
and therefore the PV of the floating payments is lower so the and the volatility of underlying stock, will be key in
PV of the swap is lower, resulting in a higher bond floor. determining whether the trade is put on.
The two methods are illustrated in Figure 19, where we The Credit Investor
show two alternative methods for asset swapping Verizon
0% 2021 USD. Leg 2 - Credit Investor to Swap Intermediary - 'Buying the
Convertible Credit'
Why Asset Swap?
Having examined the rationale and methodology behind the
The majority of asset swap transactions involve convertible convertible investor's sale of the credit, we now turn to the
arbitrage funds. Why do they asset swap convertibles? position of the end buyer of the credit (the credit investor).
There are four main reasons: It is important to stress that the sale of the convertible
credit to the credit investor is a full interest rate asset swap,
1. Credit Protection. The hedge fund is no longer exposed involving a full schedule of cash flow exchanges.
to the credit of the issuer on the downside if the position
is swapped. This is the primary reason for asset swapping. As Figure 20 reminds us, in the classic Par / Par swap the
credit investor:
2. Leverage. Once a position is swapped the hedge fund
receives the value of the bond floor in cash. An 'out of 1. Buys the convertible for par;
the money' position such as ABC Corp 5% 2006 USD
might be put on for only a few points (5.94 in this case). 2. Passes the coupons on the convertible to the swap
If the delta of the remaining 'stub' option is high enough, intermediary; and
once the delta (hedge ratio x stock price) is sold, the
hedge fund might receive a net cash credit to put on the 3. Receives LIBOR + credit spread on the full par amount
trade! Asset swapping can also help with investor risk based on the frequency of the contract (but usually
limits. quarterly referenced to 3M LIBOR).
3. Cross Margining. The asset swap is recognised by more It is important to understand that the credit investor
sophisticated prime brokers (e.g. Deutsche Bank), which receives LIBOR + credit spread on the full par amount of the
enables cross margining of the bond option against the bonds, in exchange for assuming the full credit risk of the
stock short. convertible. This is because the credit investor physically
owns the bonds, and will only receive whatever is paid on
4. Floating Strike Call Option. The sale of the bond floor the bonds at maturity (recovery rate in the event of default).
30
Other Variations which case the protection seller is obligated to make a
contingent settlement (i.e. to compensate the convertible
Fixed / Fixed Swaps investor for the credit event).
In Japan, where the credit buying community is more The rise of CDSs has given investors a new alternative to
accustomed to receiving fixed interest rather than floating asset swaps for hedging the default risk of an issuer.
LIBOR, most asset swaps are done as fixed / fixed
transactions. There is no material difference with the Credit events are determined by the 1999 ISDA Credit
floating swap described above, except that the credit Derivative definitions. Investors are given full protection
investor passes the fixed coupons from the convertible and against:
receives fixed payments as determined by a pre-agreed
schedule. 1. Failure-to-Pay;
2. Bankruptcy;
Credit Default Swaps (CDS) 3. Obligation Acceleration/Obligation Default;
4. Repudiation / Moratorium; and
A credit default swap is very similar to an insurance policy.
5. Restructuring*
A holder of a security, a loan, or any other debt obligation
pays a fixed premium (usually annual) to ‘insure’ the risk of
*(can be ISDA 1999 full restructuring events or ‘Modified Restructuring’).
the obligation not being fulfiled.
With more and more players and solid demand from both
sides of the market, the bid to offer spread for high-grade
corporate names can be as low as 10 bps or less for
maturities between one and five years (in normal market
conditions). The normal range for maturities is one to ten
years, and the market for investment grade names tends to
be very liquid, with transaction sizes ranging from USD 5
million - USD 10 million, but occasionally up to USD 500
million for portfolio trades. Contract transfer and assignability
has been greatly enhanced by the introduction of standardised
documentation and terms by ISDA (Deutsche Bank's ISDA
documentation is available on www.dbconvertibles.com).
Source: Deutsche Bank Estimates
The key difference between CDSs and asset swaps, is that The pay-off profile is completely different in a CDS, as
the writer of the CDS retains the credit upside. This means compared to an asset swap. Figure 23 illustrates that the
that CDSs will usually provide protection at a lower rate than CDS writer will make a positive capital gain if the spread
an asset swap (in which the credit investor actually sells the tightens, whereas the buyer of asset swapped convertible
credit tightening option through the callability of the asset paper (also a credit investor) does not benefit from a spread
swap). tightening.
32
How are CDSs priced? original level. But how is the 'value' of a CDS determined?
Because swaps are priced in terms of spreads over LIBOR,
Although CDS spreads have a strong correlation to spreads the 'price' (which may be a positive or negative for the
in the cash markets, they are tradeable securities in their convertible investor) is actually the net present value of
own right and subject to unique supply and demand factors. the difference between the initial spread and the spread
The 'basis' between corporate bonds and CDS spreads is at the time of closing the swap.
influenced by a number of factors, including mismatches in
documentation, although the repo costs of the underlying We have approached the pricing of a CDS using the ‘no
securities is probably the most significant influence on any arbitrage’ method above (deriving the correct CDS level
apparent arbitrage. from the difference between current credit spreads and
financing costs). But there is another, more predictive,
Arbitrage Approach to Pricing a CDS method to pricing. This second approach grew from option
5
pricing, and treats the default swap as a credit option.
The repo rate is central to the bond / credit default swap
arbitrage. This is best illustrated by looking at a sample The predictive model requires both probabilities of default
trade: an investor buys default protection, paying x basis and the most likely loss in the event of default. The rate of
points per annum. This is used to hedge bonds which earn recovery (i.e. the percentage recovery value per 100 of
LIBOR + y basis points. The bonds are financed at LIBOR + exposure) may be observed from historical data for different
z basis points. For 'arbitrage-free' pricing the rate earned on industry sectors and ratings.
the bonds should exactly equal the insurance cost plus the
cost of financing (i.e. x = y - z). Consequently the CDS If we make the assumption that existing credit spreads in
spread should approximate to the spread over LIBOR the cash market contain all known information about the
minus the repo spread. This is more easily explained likelihood of default, then probability of default is:
diagrammatically (see Figure 24).
Probability of Default = Spread / (1 - Recovery Rate / 100)
The potential for arbitrage means that the mark to market for
CDSs should be closely related to changes in the credit This is a crude yet reasonably accurate approximation of the
spread of the issuer in the corporate bond market. Thus probability of default.
CDSs should hedge specific changes in the credit spread of
the issuer, as well as the outright risk of default, though this But the credit curve will have a term structure, requiring
can be limited by liquidity in the repo market. different values at different time intervals. Where gaps exist
34
5. Convertibles for Equity Investors
The total economic value of the convertible to an equity Discounted cash flow analysis also allows equity investors
investor is therefore: to work out what premium they should pay for a convertible
in order to 'breakeven' by a certain time.
Equity Value = 113.78
+ Table 8 shows how discounted income advantage can be
Put Value = 10.20 used to calculate how long it takes to amortise different
+ levels of premium. From Table 8 it should be clear that an
Income Swap = 7.77 investor paying EUR 59.60 per bond (premium of 4.95%)
will 'breakeven' in exactly three years.
Total = 131.75 (per bond)
The ringed box shows that in 2004, the PV of the income
2002 EUR 40.00 EUR 18.26 EUR 21.74 EUR 20.78 EUR 20.78
2003 EUR 40.00 EUR 18.26 EUR 21.74 EUR 19.85 EUR 40.63
2004 EUR 40.00 EUR 18.26 EUR 21.74 EUR 18.97 EUR 59.60
2005 EUR 40.00 EUR 18.26 EUR 21.74 EUR 18.13 EUR 77.73
Total Income Advantage per Bond = EUR 77.73
We use dividend yield x market price of convertible (1.5% x EUR 1,217.50) for this table to calculate the opportunity cost of owning the same cash value of
shares via the convertible.
Source: Deutsche Bank Estimates
36
advantage is EUR 59.60, giving a 3 year ‘breakeven’ to an convertible. Because the convertible’s premium is so low, if
equity investor switching into the convertible in 2001. the shares rally the bond will rise almost 1 for 1 with the
underlying shares.
Equity Switching
If they fall significantly, however, the convertible should fall
Convertibles can be highly effective in equity portfolios by much less. After a decline in the stock, premium will
when they form part of a 'switching' strategy. Investors have opened out and the investor can switch back into the
'switch' between the underlying shares and the convertible shares in anticipation of the next rally.
to protect profits and retain equity exposure in difficult
market conditions. Equity investors switching into In order to emphasise the success of this strategy, we have
convertibles at low premiums often give themselves a made our 'switches' at the most advantageous moments,
highly asymmetric risk/return profile. If the shares continue but even a simple predetermined strategy such as:
to rally, the convertible will rise on virtually a 100% delta (i.e.
1 for 1) with the shares. If the shares fall, the convertible Switch into convertible when premium < 5%
will outperform as premium expands on the way down. Switch back into shares when premium > 15%
And all the time the convertible is likely to be yielding more
than the underlying shares. would have outperformed simple 'buy and hold' strategies
of either Seacor stock or the convertible.
The main objection to using 'in the money' convertibles
from equity fund managers is that they only buy stocks Fig 26: Switching Strategy at Work - Seacor 5.375% 2006 USD
which they believe are going up, and therefore do not need
the protection inherent in convertibles. This may be so for
active managers (although the markets of 2000 and 2001
rather undermine this argument), but funds benchmarked
against major indices will usually be compelled to retain
exposure to certain large cap names even though they may
have a cautious stance on the stock (Vodafone in 2001 is a
good example). For index-related funds, convertible and
exchangeable bonds can be liquid, inexpensive and obviously
defensive alternatives to OTC put strategies.
The Switching Strategy in Action Having identified the switching points we can look at the P/L
of the strategy (Table 9). The P/L is simple to calculate. At
When the convertible's premium is very low an equity the first point (12/01/01), we switch from the stock into the
investor sells the underlying shares and switches into the convertible. The convertible falls -7.42% to the next
Switch out of CB
22/01/01 113.875 109.94 -7.42% -10.00%
back into Stock
Switch out of Stock
08/02/01 119.00 1117.72 4.5% 7.08%
back into CB
Switch out of CB
30/03/01 111.75 101.13 -6.09% -14.09%
back into Stock
Switch out of Stock
06/06/01 114.25 111.36 2.24% 10.12%
back into CB
Switch out of CB
19/07/01 106.00 94.56 -7.22% -15.09%
finally back into Stock
Source: Deutsche Bank Estimates
switching point (22/01/01), but parity is down -10.00%. fell almost 23%. But all the time the investor retained
Premium has expanded and so we switch back into the exposure to the underlying shares.
stock at 22/01/01. The switching then goes on until 19/07/01
when we switch back into the stock for the final time. Convertibles also offer a number of other attractions for
equity investors:
The results of this strategy (although exaggerated by the
effect of hindsight) are impressive. 1. Reasonable Liquidity - Particularly in Europe, convertible
and exchangeable issue sizes have increased a great deal
The investor who employed the switching strategy achieved in the last couple of years. This has resulted in much
an almost flat performance, even though Seacor stock better liquidity in convertible bonds than was the case in
the mid 1990s. Equity 'switchers' will generally get good
Table 10: 'Switching' - Total Return Analysis prices from convertible market makers if they sell (buy)
the shares and buy (sell) the convertible as part of the
Strategy Price Gain Yield Total
same transaction, because the market maker will be
/ Loss Return
naturally hedged. Convertibles can even offer better
1 Hold Stock -22.59% 0.0% -22.59% liquidity than the underlying shares in certain cases. In
some markets, most notably the Asia Pacific region, a
2 Hold Convertible -13.82% 2.76% -11.06%
large Euroconvertible issue can be the most liquid way to
3 Switching -3.53% 1.50% -2.03% gain exposure to the underlying shares, especially if they
Source: Deutsche Bank Estimates do not have ADRs or GDRs outstanding.
38
Convertibles can also offer exposure to local shares A convertible position also buys an equity investor time
when foreign share limits have been exhausted. Many to exit a market more gradually if it experiences sudden
convertibles in the Asia Pacific region are convertible into weakness. This is because the convertible will fall much
local shares, so investors have exposure to the local more slowly than the underlying shares and a large
securities without having to own them physically. position can be unwound over a longer period.
2. Broadens Investment Horizons - Convertibles can have 3. Currency Protection - Cross currency convertibles (bonds
the effect of turning more speculative shares / markets denominated in a currency other than that of the underlying
into much safer investments. An example might be a shares) give equity investors inexpensive currency
stock like Pacific Century Cyberworks in Hong Kong. In protection in volatile markets. US investors very often
October 2000, an investor who thought the story looked buy US dollar denominated convertibles on European
interesting but who was nervous of an outright stocks. These convertibles participate in European
investment in the stock could have bought the PCCW currency appreciation through an appreciation in parity,
3.5% 2005 USD convertible instead. As it turned out, but are protected from large falls in the local currency by
October 2000 was too early to buy the stock, and it more the redemption value in USD.
than halved in the next nine months. But the convertible
limited the loss to -6% only, including the interest. The This feature of convertibles is also what drove the US
investor was wrong but lived to fight another day, whereas dollar denominated Asian Euroconvertible market in the
a big outright position in the stock would have been a mid 1990s, and is still driving issuance from that region
painful experience indeed! today (2001).
Since we wrote our first Investors' Guide in 1997 perhaps Convertibles, like other derivative instruments, are good for
the most important development in the market has been the arbitrage investing as two assets (the convertible and the
explosive growth of the convertible hedge fund industry. It underlying shares) trade with predictable correlations (at
is guestimated that arbitrage funds now own as much as least theoretically). This allows a (theoretically) risk-free
50% of the world's USD 450 billion stock of convertible portfolio to be constructed with a long convertible position
securities! On any given day in Europe or the US, hedge hedged with a short position in stock. Ignoring, for the
fund trading can represent up to 75% of convertible moment, the problem of credit exposure, the portfolio
volumes. Any investor or issuer involved with convertibles should display all the characteristics of a hedged equity call
should have at least some idea what these funds do. option, with the call struck at the conversion price and
maturing at the maturity of the convertible.
Hedge funds differ from outright investors in that they do
not generally take directional views, and instead try to We will deal with more of the complexities later, but first
exploit relative valuation anomalies in the market through let's examine a simple long convertible/short stock delta
the use of leverage. Within convertibles, hedge funds buy hedging scenario.
convertibles and short shares against them to try to isolate
undervalued equity options. The concept of delta is the first thing we need to
understand. Convertible delta is the bond's price sensitivity
In our opinion, a lot of ill-informed comment has been to movements in the underlying share price. It is the
written about the operation of convertible arbitrage funds, 'equity sensitivity' of the convertible.
but we believe that such funds have had a demonstrably
beneficial effect in four crucial areas: Convertible Price
Delta =
Stock Price x Conversion Ratio
1. Efficiency of Pricing - ensuring that convertible securities
trade closer to their theoretical or 'fair' value, ensuring Given that it is a hedge ratio, it must also follow that:
that the full economic benefit of these instruments
(Delta x Stock Price x Conversion Ratio) = Convertible Bond
accrues to all investors and issuers.
40
1,000,000 of bonds. The following facts are relevant: We can see the hedge ratio of 60% was correct, given that
the net P/L of the entire position was almost unchanged.
Nominal Value = EUR 1,000
Conversion Ratio = 31.0463 shares per bond So, a convertible's delta is a key number. It determines how
Share Price = EUR 29.60 many shares must be shorted to isolate the arbitrage
Parity = 91.90 portfolio (long convertible / short stock) from small
movements in the underlying stock.
Convertible Price = 100
If we move Ahold's share price up and down by 20% for 1 percentage move in the stock. This methodology
instead of 2%, the hedge portfolio returns become much is attractive because it means that gammas are readily
more interesting, as Table 13 illustrates. comparable across different securities. But convertible
models will often express gamma in terms of points change
Table 13 demonstrates that the initial hedge of 60% only in delta for a one point move in stock price, and we revert to
keeps the P/L constant for small movements in the equity this latter methodology below.
price. For greater moves, the convertible is affected by
gamma (the rate of change of delta). Like delta, gamma has to be derived from the binomial (or
other) tree, and once again it is derived from observations in
Gamma the tree itself.
Gamma is the rate of change of delta for movements in the Table 14 shows that delta alone is a very accurate measure
underlying share price. of the future value of Ahold 4% 2005 EUR for rise in parity
of one point.
Delta
Gamma =
Parity However, for a larger move of 10 points in parity, only using
the initial delta results in an unacceptably large error, as
Investors need to be very careful with gamma units. Our Table 15 demonstrates.
favourite expression of gamma is of points change in delta
Convertible Parity Delta Parity Theo. Price using Theo. Price Difference
Price (+ 1 point) initial delta using full model
42
Table 15: Ahold 4% 2005 EUR - Parity Rises by 10 points
Price Parity Delta Parity Theo. price using Theo. Price Difference
(+ 10 points) initial delta using full model
To predict the convertible price for larger movements in Fig 29: Ahold 4% 2005 EUR - Delta Profile
parity we apply the gamma equation:
Table 16: Ahold 4% 2005 EUR - Parity Rises by 10 points - Application of ‘Gamma Correlation’
Price Parity Delta New Parity Theo. price Theo. price Theoretical
(+10 points) using initial using Price from
delta only Delta and Model
Gamma
44
Table 18: Portfolio: In assessing the margining requirement the prime broker
will assess three things:
29 Dec 2000 15 Jan 2001
Long EUR 10million EUR 11,700,000 EUR 10,900,000 (i) Counterparty risk
Short 231,295 shares - EUR 7,947,296 - EUR 7,031,368 (ii) Profile of the convertible security
Source: Deutsche Bank Estimates (iii) Effectiveness of the convertible hedge
In this example, we have ignored the issue of funding. How an individual position is assessed depends on whether
Adding in the funding reduces the profit somewhat, but this it forms part of a diversified strategy or not. A theoretically
would still have been a very profitable strategy and the sort hedged position in a good quality name will probably be
of position that hedge funds routinely look for. assessed according to simple profile rules such as those in
Table 20.
Funding and Margining
Table 20: Margin Rules for Convertible in Diversified Portfolio
It is important at this stage to look more carefully at how
convertible arbitrage positions are funded, because this is Low Delta Convertible x% of notional (usually below 10%)
very relevant for positions that are going to be run for any High Delta Convertible Cash Premium Only
length of time. Arbitrage positions such as the ones Source: Deutsche Bank Estimates
1. Long EUR 10 million Ahold 4% 2005 EUR 2. Long EUR 10 million Ahold 4% 2005 EUR
Theo Delta = 74.50% Theo Delta = 74.50%
Actual Hedge (74.50%) = 231,295 shares short Actual Hedge (60%) = 186,278 shares short
Naked Stock Position = 0 Naked Stock Position = 45,017 shares (long)
Margin Required if Convertible Price is 117: Margin Required if Convertible Price is 117:
(EUR 10 million x 117%) x 5%1 = EUR 585,000 (EUR 10 million x 117%) x 5% = EUR 585,000
(iii)Effectiveness of Convertible Hedges Fig 31: Axa #2 3.75% 2017 EUR - Implied Volatility and
Stock Volatility
Using its own database, the prime broker will also calculate
the correct delta for the position and will judge the client's
actual position against this. Any deviation from the theoretical
hedge will generally be treated as a naked equity long /
short. Naked equity positions will usually attract a higher
margin penalty. Consider two different Ahold 4% 2005 EUR
positions in a diversified portfolio of convertibles (Table 22).
46
potential for arbitrage exists, bonds will richen/cheapen to Table 24: Vega Effect on Ahold 4% 2005 EUR
their correct level over time.
Old New Move Vega New P/L
Ivol Ivol (in IVol points) (per 1%) Price (EUR)
The richening (cheapening) of convertibles with changes in
underlying stock volatility is estimated by Vega. 28.1% 31.1% +3 0.49625 118.49 +149,000
Source: Deutsche Bank Estimates
Long EUR 10 million Ahold 4% 2005 EUR We have already dealt with credit protection for convertibles
in Chapter 4. However, we should also cover simple Rho
Table 23: Vega Effect on Ahold 4% 2005 EUR hedging for convertible positions.
IVol% of Vega Convertible
convertible [per 1% move in IVol] Price A convertible's Rho is its sensitivity to movements in
interest rates.
28.1% 0.49625 117.00
Source: Deutsche Bank Estimates
Convertible Price
Rho =
Interest Rate
An investor has bought the bond on an implied volatility of
28.1% on the assumption that it will richen by 3 IVol (implied For fixed income investors, Rho will be familiar as Adjusted
volatility) points to 31.1%. Ignoring the stock short, funding Modified Duration. Rho is usually expressed as the points
etc., in this case the investor would make: move in a convertible price for a 1 basis point move in
interest rates (uniform curve shift is usually assumed).
6
Vega can also be applied to interest rate volatility in exactly the same
way. This is useful in two factor convertible models where the volatility of Rho indicates what hedge is required for changes in interest
interest rates is taken into account when constructing the model:
rates. For example, the Rho of Ahold 4% 2005 EUR in all
Convertible Price the above examples is 0.012, which means that if interest
Vega =
Volatility Interest Rate
Fig 32: Rho Declines as Delta Increases - Ahold 4% 2005 Convertible theta is more complex than a simple option
theta because the time decay of the call option can
be offset by the accretion of the bond to its redemption
value. Accretion can mean that deep OID (Original Issue
Discount) structures can have positive theta, as the capital
appreciation of the bond to maturity is greater than the level
of time decay in the call option.
48
Table 26: Theta in Ahold 4% 2005 EUR Lattice Based Modelling
Date Theo Price Parity Theta/day Note: The following section draws on theoretical calculus and therefore
maybe beyond the interest of some investors. The basic thread of
11 July 2001 121.75 113.78 0.009504
our analysis can be picked up again by jumping straight to Chapter 7.
Source: Deutsche Bank Estimates
For readers who are interested in our modelling discussion, we use
The theta in Table 26 of 0.0095 per day would imply that one the notation set out by John C. Hull in his excellent Futures, Options
year later in time the bond would have 'decayed' to the level and other Derivatives, 4th Edition, 2000.
in Table 27. Table 27 implies that theta is a linear function,
though in fact the rate of theta decay is a complex function The lattice approach allows an investor to build up a grid of
of time to maturity, convertible profile and other factors. possible stock (or other price) possibilities between now and
the maturity of the convertible. This lattice is then used to
Table 27: Theta in Ahold 4% 2005 EUR find the present value of the convertible by calculating its
value at different 'nodes'.
Date (+365 days) New Theoretical Value
11 July 2002 (-0.0095 x 365) = -3.46 A 'one factor' model uses only stock price / parity as a
121.75 - 3.46 = 118.29 variable. To build a lattice of expected parity values we start
Source: Deutsche Bank Estimates with the current share price. We decide in advance how
many branches or 'nodes' the tree will have; the more
The above table will only accurately predict the new nodes, the more accurate will be the model.
theoretical value if no other variables change but time, it is
certainly an important metric, and one that is constantly Between one node and the next, parity can either rise to
assessed by arbitrageurs. P(u), or fall to P(d).
Convertible Modelling The amount the stock is assumed to rise or fall depends on
the length of time to the next node (T- t ) and the volatility of
Most of the analysis above has relied on the calculation of the underlying stock price ( ).
theoretical values, implied volatilities and other metrics such
as delta, gamma, vega, rho and theta. The notation is:
These numbers are all derived from convertible models. We e = base of the natural logarithm (used to continuously
now turn our attention to how these models are constructed. compound interest rates). The continuously
The shortcomings of simple bond plus options models have compounded 5% interest rate approximates to
0.05
been exposed (in Chapter 2), where we saw that they cannot 5.127% (e = 1.05127)
accurately take account of issuer call options and investor = stock price volatility = 25%
puts. In reality, nobody today uses this kind of analysis. T = time at next node
t = current time (so T- t = 1 in our one year, one
step example below)
Therefore, after one year, parity either rises or falls: Now Year 1
Parity = 102.72
P(u) = 80 x 1.2840 = 102.72 (53.93% probability)
Parity
= 80
P(d) = 80 x 0.7788 = 62.30 Parity = 62.30
(46.07% probability)
The tree must also have a 'drift component' because it is a Source: Deutsche Bank Estimates
central argument of risk neutral valuation that a risk-less
portfolio of long bond / short stock can only return the Summing these values and probabilities
continuously compounded risk-free rate. This means that
there must be a greater probability of parity rising to P(u) (102.72 x 0.53933) + (62.30 x 0.46067) = 84.10
50
r(T-t)
This is exactly what we expect, as 80 e = 84.10 worth at each node to get to the present theoretical value.
For simplicity, we will assume that the bond has no coupons,
Once we have the values for parity and the probabilities, the puts or calls, that the stock pays no dividends and that there
tree can be populated as shown in Figure 35. are no borrow fees (we explain how these are dealt with later).
Once the tree is populated with parity values, we work We start with the convertible value at maturity, which is
backwards from maturity calculating what the convertible is known with certainty; because all derivatives are worth
We know that all parity values below 100 will return 100 as Partial Derivatives From the Lattice
the convertible value (redemption amount). And all parity
levels above 100 will return parity. First and second derivatives (i.e. delta and gamma) can be
obtained directly from empirical observations of the lattice.
Node 4 (Year 4) - One Node Before Maturity We will demonstrate how.
To get the values at Node 4 (one year before maturity), the Starting from the ‘Now’ node and moving to Year 1, delta is
convertible value will the greater of: computed as:
CV:
= 96.516
52
Table 28: Simple 5 Node Binomial Tree Model of XYZ Corp 0% 2006 USD
Now Year 1 Year 2 Year 3 Year 4 Year 5
279.200
279.199
217.445
217.445
169.350 169.346
169.349 169.346
131.892 131.890
135.064 131.890
102.720 102.718 102.716
111.523 109.957 102.716
80.000 79.998 79.997
95.478 96.374 96.516
62.304 62.303 62.301
87.320 91.199 100.000
48.522 48.521
86.438 95.123
37.789 37.788
90.484 100.000
29.430
95.123
Parity 22.920
131.892 - 48.522 Some models employ a 'call cushion', such that the
= 83.37 convertible issuer will not call a convertible unless it
is trading at a comfortable level above the conversion
price (10% is usual). Although there is evidence that
Therefore, as parity moves 83.37 points, delta moves
this is what issuers do in practice, it is difficult to arrive
74.56% - 31.57% = 42.99 points, and so parity gamma (i.e.
at an approximation of what this 'call cushion' should be.
the move in delta for a one point move in parity) is:
The addition of a cushion will lead to a higher, and less
conservative, valuation.
42.99
= 0.516
83.37 Puts
Puts are added into the tree at the relevant node and a put
Calls and Puts is assumed to be exercised if the put value (plus accrued) is
higher than both parity and CV.
Having built the basic tree, we can add boundary conditions
very easily. If we want to assume that the bond is Discount Rate
provisionally callable in Year 4 and 5, with a 140% trigger, we
simply require that any parity value in those years that is The question of which discount rate to use in the tree is still
greater than 140 (the provisional call trigger) will be the the subject of some controversy. 'Blended discount rate'
theoretical value at this node (i.e. for the model to assume models keep track of the bond and equity components of
conversion). the convertible value at each node and discount the bond
54
component at the risk free rate plus credit spread and the Adding Second and Third Factors
parity component at the risk free rate only.
The preceding analysis of a 'one factor' model assumes a
However, other models use the company's risky discount constant interest rate and credit spread. Two and three
rate for the whole convertible value, using the argument that factor models allow investors to model changes in interest
credit risk cannot be eliminated by hedging the bond rates and credit spreads.
with stock. The Black Scholes replicating portfolio of long
bond / short stock would not accurately replicate the Interest Rate as Second Factor
performance of the convertible unless the portfolio
contained the same level of credit risk as the convertible. An interest rate tree is built up in the same way as
the parity tree but with an equal probability of an upwards
In practice, the different approaches do not make much or downwards move. The up and down moves must
difference except when valuing Original Issue Discount conform to the present term structure of interest rates. The
(OID) structures (see below). relationship between an 'up' and a 'down' move is given by:
2 (T-t)
Coupons Ru = Rde
Coupons are added to the appropriate nodes in the tree (i.e. At each node the model generates a quadrinomial tree with
7
at nodes where the convertible is assumed to be held - not four branches SuRu, SuRd, SdRu and SdRd.
converted - over a coupon pay date). The coupon is
discounted back from the node at which it was added using Because of the generally low volatility of interest rates, this
the appropriate discount rate. Care needs to be taken factor is often omitted from convertible models.
where interest is lost on conversion to ensure that the
correct decision is assumed. Credit Spread as a Second / Third Factor
7
Modelling interest rate volatility is a complex area. Interested readers are
referred to Hull, Chapter 16.
The global convertible markets have travelled a huge Arbitrage Funds Now Determine Valuations
distance since the mid 1990s. Until fairly recently, analysis
of convertibles was still dominated by the concept of Our first conclusion is that for the larger and more liquid
'theoretical value'. Theoretical value was an easy concept issues, it is convertible arbitrage funds that now determine
to understand. It posited that a convertible was 'worth' the pricing of convertibles.
whatever came out of a binomial tree model when the
stock's historical volatility (and certain other assumptions) This is not to say that outright accounts have no influence,
were keyed in. and less liquid, or more ‘out of the money’, bonds are still
primarily driven either by outright convertible investors or by
To calculate ‘theoretical value’, two assumptions were buyers from other asset classes (such as high yield).
generally made:
But for the balanced and liquid universe, wherever we look
1. The underlying stock's 260 day historical volatility was in the world, it is arbitrage funds that are able to mobilise
used; and the greatest liquidity to buy undervalued issues or to sell
expensive ones. In the previous two chapters we looked at
2. Volatility was capped at 40%. how credit protection could be used to separate the equity
derivative component from the bond. We also looked at how
The problem with these assumptions was that they were convertible arbitrage works.
completely arbitrary:
But what really makes an arbitrage fund think that a
1. Why use 260 day stock volatility? Why not a shorter time convertible is rich or cheap?
period (100 day), or even a longer time period. The
majority of convertibles are at least three year options. We believe a number of observations can be made about
So why not use 780 day volatility? how valuations are driven in modern markets:
2. Why cap the volatility at 40%? The traditional answer to 1. Bonds do not Stay Mispriced Forever
this question was that convertibles 'would not trade richer
Our analysis suggests that convertibles do not remain
than this'. But this is completely disproved now.
undervalued for long periods if the potential for arbitrage
Siemens / Infineon 1% 2005 EUR, amongst other bonds,
exists. Even if bonds are 'tainted' following a weak debut or
has traded with an implied volatility well above 50% for
some disadvantageous corporate activity, they will recover
long periods (quite justifiably).
over time. Axa #2 3.75% 2017 EUR is a good example of a
bond which suffered a difficult birth and a certain amount of
So it is clear that we need to look well beyond simplistic
stigma in its early stages. But Figure 36 demonstrates
conceptions of theoretical value if we are looking for what
that an implied volatility far below the historical volatility
drives valuations in today's convertibles markets.
eventually leads to the bond richening to a more realistic
valuation.
56
Fig 36: Axa #2 3.75% 2017 EUR 2. Historic Volatility of a Stock is Not Always a Good
Guide to Valuations
3. OTC / Listed Volatility is the Dominant Factor in Fig 40: Allianz / Siemens 2% 2005 EUR
Efficient Markets
58
Fig 41: Loews / Diamond Offshore 3.125% 2007 USD Options a long way out of the money, particularly to the
upside, often trade much more cheaply than ATM options.
The OTC / listed volatility markets are not just of use to the
convertible analyst. The increasing availability of credit
protection means that it is more and more common for
hedge funds to sell OTC volatility against convertibles where
significant disparities exist. While this can be a profitable
strategy, it is fraught with difficulties due to:
Source: Deutsche Bank Convertible Research
60
8. Documentation
A great deal of progress has been made in convertible Fig 43: KDIC / KEPCO 2.25% 2005 USD - Prospectus
documentation in recent years (particularly in Europe). But it
is still important for investors to understand the legal
framework in which they are investing.
Trustees
Governing Law The 'Ts & Cs' are the real bones of the documentation, and
are where investors need to be especially focused. The
It is very important to be aware of which governing law has basic information is usually straightforward, but problems
been specified in the prospectus. If a dispute goes to can arise in the following areas:
litigation, this will govern where the case will be heard and
the legal framework that will be applied.
62
2. Issuer Calls ('Screw Clauses') It is much less clear what happens to conversion rights
outside the (rare) full legal merger.
'Screw' clauses state that convertible holders converting
into shares will not be paid the accrued interest on their In some countries, notably Germany, it is not legally
bonds by the issuer. This means that if a bond is callable an possible to bind an acquirer to honour conversion rights into
issuer can wait until just before a coupon is payable before an outstanding bond.
calling the bond, forcing conversion, and 'screwing'
investors out of their accrued interest. Unlike unforeseen So in Europe a series of conventions have grown up to
and uncompensated distributions to shareholders, however, protect investors under change of control scenarios. In
the market will warn investors of a likely 'screw' because France and the Netherlands it is usual for an acquirer to
callable 'in the money' convertibles subject to a 'screw' allow continued conversion into the acquired shares. In the
clause will trade at 'net parity'. Net parity means parity UK, however, it is more usual for investors to rely on
minus accrued interest (i.e. the price reflects the probable remedies which offer an enhanced conversion window.
loss of accrued interest in the event of call and early
conversion). There are two main conventions for enhanced conversion
windows:
3. Merger / Acquisition Activity
(i) Step Conversion Clauses - They stipulate that, in a
In our view, probably the most treacherous area for convertible change of control, conversion is allowable at an
investors is M & A activity. When the conversion / exchange enhanced ratio. This enhanced ratio falls as time goes by
property (i.e. underlying equity) is acquired or merged with according to a schedule that is laid out at issue in the
another entity, the overriding concern for convertible holders trust deed. On the announcement of a change of
will be what the new conversion rights change to. control, convertible holders will have a window of
perhaps 60 days to convert at the prevailing enhanced
In virtually all jurisdictions, if a 'full legal merger' of two or ratio.
more joint stock companies occurs, conversion rights will be
protected and will be on-going into the new legal entity. But, (ii) Average Premium Enhancement - is also used in the UK.
in fact, full legal mergers in the strict sense are very rare, This clause states that under a change of control the
and the continuing legal existence of companies that have conversion ratio is enhanced according to the average
been 'merged' or 'acquired' can last indefinitely. premium of the bond over a given time period (often
one year). Again the enhanced conversion window only
Under this latter scenario, there will be no automatic right of applies for a specified time period (60 days is the norm).
on-going conversion into the dominant company (in many
countries), and investors will need to rely on remedies in the Change of Control Puts
indenture and / or the goodwill of the acquiring / dominant
company in order to determine their future rights. These state that the convertible will be puttable (usually at
par / accreted value or just above) in the event of a change
(i) When is an Acquisition Not an Acquisition? The Also note that the issuer of an exchangeable does not
HypoVereins Bank / Bank Austria Precedent have to take account of the interests of exchangeable
holders when deciding whether to accept (or what to
We find it regrettable that some companies occasionally
accept) when an offer is made for the exchange property.
take steps that appear to avoid what was intended to
protect investors who have bought convertibles in good
In order to address these concerns, indenture language
faith.
has evolved (in Europe first of all) to require exchangeable
issuers to use any cash received in an acquisition to
In 2000, when the German HypoVereins Bank "acquired"
purchase shares (or even index futures) to top-up the
Bank Austria, (the word "acquired" appeared in a
exchange property, thus preserving optionality and
Tombstone in the Financial Times, 16 November 2000),
protecting the theoretical value of the exchangeable.
the deal was structured in such a way that the company
was not obligated to honour a clause in the Bank
4. Look Backs
Austria 0% 2004 EUR trust deed, which provided for
compensation in the event that Bank Austria was 'Look back' clauses are often overlooked when convertibles
acquired. are issued, but they can be nasty and virtually unhedgeable
short options when a holder eventually comes to convert.
It is clear from this episode that the structure of any
M & A activity is crucially important in determining what A 'look back' clause allows the issuer to decide whether to
compensation will accrue to convertible investors. give a converting bond holder shares or the cash value of
the shares. A problem arises where an issuer can choose to
(ii) Exchangeables deliver cash or shares after the calculation period.
64
XYZ Corp 5% 2006 USD has a look back option with a one 5. Status of Shares Received
day averaging period. Converting holders are told what they
receive (cash or shares) two days after the conversion / Investors need to be aware of restrictions on stock delivered
reference date. XYZ Corp is a highly volatile stock, and on conversion. Any restrictions should be highlighted in the
as Table 29 shows, this disadvantages bond holders indenture, but if in doubt, it may be necessary to check with
significantly if the company acts opportunistically. the conversion agent (who is appointed by the issuer to
handle the issuance of shares to converting bondholders).
For a hedged investor, a negative gamma position is created:
The most common area of complication is dividend
Table 29: The ‘Look Back’ in action entitlement. In some countries in Europe, the shares
delivered on conversion may not rank for the next dividend.
Scenario Day 1 Day 2 Day 3 In the Netherlands, part of the last coupon paid may even be
(reference date) (notice date) repayable if the coupon accrual period overlaps a dividend
Stock Price Stock Price Stock Price
entitlement period. In France, it is also common for shares
Company delivered on conversion not to rank for dividends paid in the
A) 50.00 47.00 45.00
delivers stock same financial year.
Company
B) 50.00 52.00 55.00 delivers USD
50.00 per share
Source: Deutsche Bank Estimates
Many different explanations have been put forward for why Of course, if a company knows that its share price is
companies issue convertible securities. But what seems going up then it should not issue any kind of equity, and
clear is that there is no all-embracing reason. Different should raise debt instead. But very few companies can
structures can be used by different companies at different realistically be in this position, and for most issuers
stages in their development. convertibles offer a good way of selling equity forward at
a more attractive price whilst raising cash immediately.
As we demonstrate in Chapter 10, there are many different
potential convertible structures, but they almost all have one There is also evidence that, as with other equity products,
thing in common: the issuer sells equity at a premium to its companies will act opportunistically and issue equity
current price in return for giving an investor some kind of linked securities if they perceive their share price to be
downside protection and / or extra yield. too high.
The following corporate characteristics tend to tempt 2. Lack of adequate credit rating - For many small or fast
issuers into the convertibles market: growing companies a straight debt issue is impossible
because the lack of an investment grade rating leads to
1. Share price perceived to be too low for equity a prohibitive interest charge. By attaching an equity
issuance; option, via a convertible, the company can reduce its
interest expense dramatically.
2. Lack of good (any) credit rating makes straight debt
expensive; 3. Non-strategic equity stake held in another company -
Exchangeable bonds have been extremely useful in
3. Non-strategic equity stake held in another company; Europe in helping to unwind corporate cross holdings.
and / or
Issuing an exchangeable bond allows a stake-holding
4. Specific tax considerations. company to:
1. Share price perceived to be too low - A company that 2) Retain economic control over the stake (retain voting
perceives its share price to be undervalued will not be rights etc.);
keen to sell equity at prevailing levels. A convertible
issue is one way of raising cash today whilst (potentially) 3) Delay crystallisation of any capital gains taxes; and
selling equity at a price closer to the value ascribed to it
by the company in the future. If the shares rise as the 4) Finance at rates well below their normal funding cost.
company expects, convertible holders will convert at
maturity or before, effectively buying shares at the Particularly for reason three, exchangeables proved
higher price that was originally judged appropriate by the especially popular in Germany in the late 1990s, ahead of a
issuer. major reduction in disposal taxes.
66
4. Specific tax considerations - Tax considerations are growth rate of the company, and that the shares are
always important in any capital raising exercise. It is undervalued by around 25%.
probably not an exaggeration to say that convertible
structures have been the subject of more ingenious tax If the company were to issue straight debt in US Dollars, it
engineering than almost any other form of financial is advised that a YTM/P of USD LIBOR + 500 bps would be
security. Among the most important innovations in tax necessary. The company does not have enough free cash to
engineering are: meet such high interest payments.
a) Capital Gains Tax Deferral - Exchangeable bonds allow A convertible bond issue may be a good solution to XYZ
the (potential) forward sale of a stake without crystallising Corp's financing needs. The company could raise USD 100
the tax liability until the bonds are actually converted. In to USD 300m for five years at a YTM of perhaps USD LIBOR
fact, exchangeable bonds usually include the option for flat if the conversion premium was set at around 25%.
the company to deliver cash instead of shares, thus
giving the issuer even more flexibility to manage disposal If the shares rally as the company expects, it will have sold
tax liabilities. its equity forward for the price it originally wanted, whilst
delaying dilution for up to 5 years. If the shares do not
b) MIPS Structures - Although this structure has now been perform, the company will at least have saved 500 bps a
closed off, MIPS provided a very important funding year in yield versus a straight bond issue.
vehicle in the mid 1990s in the US. A special purpose
vehicle was set up between the issuer and the investor, Exercising Issuer Calls
allowing a company to issue mandatory securities
(which ranked as equity on the balance sheet), but then The most important decision a company will have to make
to claim tax deductibility on the interest payments. after it has issued a convertible is when, or whether, to
exercise its call option (if it has one). We discussed
c) Contingent Payment and Conversion - The innovation 'provisional' and 'hard' call protection in Chapter 2, and
for the early 2000s (in the US at least) is certainly we now revisit these call features from the issuer's point
contingent conversion and payment features being of view.
added to long dated bonds issued by investment grade
companies. These issues give the issuer significantly Provisionally Callable Convertibles - We assume that the
improved dilution / tax treatment. 'CoCo' and 'CoPay' are objective of all convertible issuers is to get their securities
explained fully in Chapter 10 'Convertible Structures'. converted into shares either at maturity or before. When a
bond is provisionally callable with a trigger at (say) 140% of
An Issuance Scenario conversion price, it is a fairly straightforward decision for the
issuer whether or not to call if the shares trade above this
XYZ Corp 5% 2006 USD is a fast growing technology level. If the dividend yield on the shares is less than the
company. The company needs to increase working capital in coupon on the convertible (after adjusting for tax), it will
order to increase productive capacity. Management usually be in the company's interests to call and force
believes that the market is not fully valuing the potential conversion.
Hard Calls - When a bond is absolutely callable the same Launch Date: - 2 weeks
considerations as above apply, but the difficulty occurs if
A leading convertibles investment bank is mandated to
parity is above 100 (redemption value), but not by a sufficient
manage the sale. The company decides the minimum it
margin to preclude the possibility that it might fall below 100
would like to raise is EUR 1 billion, but grants the lead
during the conversion period. In this situation the company
manager an option to sell another EUR 200 million of
has a problem. If parity is not sufficiently above redemption
the bonds if demand is strong (the 'greenshoe' option). A
value, parity might drop below redemption value, forcing the
target date is set to launch the transaction, but market
company to redeem the securities for cash instead. It is
conditions will play the most important role, and the issuer's
also in the investors' interest to wait until the end of the
stock price will be crucially important in determining the
conversion period before deciding what to do, thus
launch date.
maximising the 'put' value of the convertible.
The New Issue Process: A Typical Convertible Deal The issuer and bank meet after the close and agree to
launch the transaction at 7:00 am the next day. The exact
Opposite we sketch a slightly stylised, but broadly realistic,
pricing range is agreed, consisting of 50 bps spread on the
new issuance scenario for a book built transaction.
YTM and 5 percentage points of premium range. Relevant
regulators and / or exchange officials are notified, and senior
68
salespeople from the investment bank are briefed on the Importantly, the bank may elect to exercise the 'greenshoe'
forthcoming sale. option to create extra securities to meet excessive demand.
Unfortunately for the newcomer, convertible structures the disadvantage (from an investor's point of view) inherent
continue to become more complex and innovative. In this in zeros.
section we discuss the main types of convertible structure
and consider the valuation issues associated with them. Fig 44: Zero Coupon Convertible - Defensive Security
Calls and puts on 'zeros' are calculated according to Zero coupon bonds received a huge new lease of life in the
'accreted value'. Accreted value is the price that keeps US in 2000 as a result of the ‘CoCo / ‘CoPay’ revolution,
YTM constant. Roche 0% 2010 USD is callable on 20 April which we discuss below.
2003 at 61.778 (accreted value). This is the value the bond
will have 'accreted' to in 2003 in order to keep YTM constant
Knock-Out Puts
at 7%.
Some issues employ knock-out puts, where the put lapses
Zero coupon bonds have a much higher effective conversion if the share price trades above a pre-determined level (the
price at maturity than couponed bonds, and as such have 'knock-out level') at any time before the put. The knock-out
lower deltas and more defensive characteristics. They tend level is usually set at 130% to 140% of the conversion price.
to be issued by higher credit quality companies.
Bond with Warrants
The 'payoff' diagram (Figure 44) shows that the return on
the bond remains constant unless the share price rises a Bonds are sometimes issued with attached warrants.
long way during the life of the bond. The difference Where the warrants are detachable from the bond and
between the conversion price based on the issue price and exercisable for cash, they are stripped in the market and
the conversion price based on the final redemption price is trade separately.
70
Bonds can also be issued with 'non-detachable warrants', 2) DECSTM
where the warrants can only be exercised by tendering the
whole bond. The 'bond with warrant' structure can be useful Note that almost all mandatory structures are European
in specific circumstances. It can help with pre-emption style options.
rights problems and can limit withholding tax liabilities
for investors. An example is the Daimler Benz 4.125% 1) PERCSTM are very simple securities. They are usually
2003 DEM N.E.W.S. ("Notes with Equity Warrant issued at the prevailing share price, convertible into one
Securities"). Such structures behave as if they were plain ordinary share, with an enhanced dividend yield. Above
vanilla convertibles. a certain stock price, however, the conversion ratio will
fall by the amount the stock rises, capping the upside at
Mandatory Structures that level. PERCSTM are convertible 1:1 below this cap
level, which means that they participate 100% on the
In the US in the 1990s, the falling dividend yield on ordinary downside. PERCSTM have a payoff structure as shown
shares led to the creation of a whole new class of in Figure 45.
mandatorily convertible instruments. The rationale behind
these structures was to give equity income investors Fig 45: PERCSTM are Fairly Defensive Instruments
greater yield in exchange for slightly muted upside
participation. Because these preference shares mandatorily
convert into ordinary shares at maturity, there is no danger
of the issuer having to find cash to redeem them. From this
simple idea has grown a bewildering array of mandatory
securities (with ever sillier associated acronyms). But all
share the same basic idea of the investor receiving
enhanced dividend income in return for slightly reduced
equity upside participation.
From an issuer's point of view, the structure will be In option terms, a PERCSTM investor is:
attractive if the shares rise, because investors will be buying
equity at a premium. There are two main 'families' of 1. Long stock;
mandatory security:
2. Short 1 European call struck at 'cap level'; and
1) PERCSTM ; and
2) DECSTM are a little more complicated than PERCSTM, and Holding a DECSTM, an investor is:
are more equity-like. Instead of upside participation
ending completely above the cap level, DECSTM employ a 1. Long 0.xx European calls at upper trigger level
'dead zone' of no equity participation, but offer holders (Number of calls = Initial Stock Price / Trigger 2)
renewed upside above a higher trigger. DECSTM are also
usually issued at the prevailing share price with an initial 2. Short 1 European put at Trigger 1 level
conversion ratio of 1:1. The total return is shown in
3. Long risk-free 0% bond paying initial stock price at
Figure 46.
maturity
Fig 46: DECSTM Give Upside and Downside Participation
4. Long PV of risky dividend payments
- With More Yield
Convertible Preferreds
Source: Deutsche Bank Estimates There are a number of differences between convertible
preference shares and standard convertibles bonds:
The DECSTM investor gives up upside in return for enhanced
yield. Between Trigger 1 and Trigger 2, the conversion 1. Redemption: 'Prefs' can be redeemable or irredeemable.
ratio falls as the share price rises to keep the total return If irredeemable, the market convention is to treat them
72
as 50 year redeemable structures. Fig 47: 'Parity Refix' Convertible Payoff
Parity Resets
The payoff for a parity reset convertible bond is shown in 3. Calls struck at the Initial Conversion Price =
Figure 47.
Nominal Value
Many of the Japanese resettable securities issued in the Initial Convertible Price
1990s were mandatory preferreds rather than bonds.
Investors can get a reasonable approximation of the value of
mandatory preferreds with resets by valuing them as
European options to the next reset date only.
Modelling a parity reset bond, as opposed to mandatory Cross currency convertibles are those in which the bond
preferred, is more difficult, because although the investor is is denominated in a different currency from that of the
still short the puts, downside is limited by the fixed income underlying stock. This means that investors have currency
value of the convertible. In effect, the investor is only short exposure because parity on a cross currency convertible is:
a put between the reset amount (par) and the bond floor.
(stock price x conversion ratio) / FX in local currency
Monte Carlo Simulation
This formula means that if the currency of the underlying
The most accurate method for valuing path dependent stock weakens, parity will fall even if the stock price remains
derivatives such as parity reset convertibles is Monte Carlo unchanged. When the underlying stock is an exporter this
simulation. This can be done in a spreadsheet using the effect may be mitigated somewhat by an appreciation in the
following methodology: share price accompanying a decline in the currency. Parity
volatility (as opposed to stock volatility) will be lower and the
1. Set up a spreadsheet using Excel and take a univariate theoretical value of the convertible will be depressed
standardised normal distribution as described in John C. accordingly.
Hull's Options, Futures and Other Derivatives (p. 218).
Investors can project this effect by regressing the share
The mean should be the expected annualised return on price against the local currency in terms of the bond
the stock and the standard deviation should be the currency. The correlation can be used to calculate parity
expected volatility over the full life of the security. volatility as follows:
2. Create all the days between the current (or valuation) Parity Volatility:
date and maturity and apply the normal distribution to
calculate the movements in the stock price. 2 2
(Stk. Vol. + FX Vol. ) - 2(Stk. Vol. x FX Vol.) (Corr.)
3. At the reset dates apply an "IF" function to reset the Alternatively, investors can calculate the stock’s volatility
conversion ratio to the appropriate number. in the currency of the bond. This will take into account the
correlation.
Step-Up Coupon Convertibles
This value is then used in the binomial model as the
A step-up coupon convertible has a coupon which is
volatility assumption for the cross currency convertible.
increased on set dates during the life of the instrument.
YTM can still be calculated without any difficulty at issue, as
Contingent Conversion Convertibles (‘CoCos’)
all fixed income flows are known in advance.
‘CoCo’ structures came to the fore amongst investment
grade issuers in the US in 2000. The innovation is very
74
simple. The bonds do not become convertible unless the significant. The D.R. Horton 0% 2021 USD convertible had
stock trades above a trigger level, usually expressed in an initial YTM/P of 3.25%, whereas the company stated in
relation to the conversion price (110% is common). the indenture that its comparable non-convertible yield
would be 8.88%. This provides a very sizeable current tax
In order to protect investors, the bonds will become shield.
automatically convertible under most M & A scenarios, or if
any qualifying capital distributions are made. Conversion is In addition, if the bonds are converted, the difference
automatically allowable if the bonds are called. between parity at the time of conversion and the accreted
value of the comparable non-convertible bond (less any
Because the zone of non-performance is small (between coupons) can also usually be used as as tax shield.
100% and 110%), projected far out into the future (many
CoCos are structured as 20 year obligations) and early The downside risk for investors is that the difference
exercise is rarely optimal, the loss of theoretical value is between the convertible and non-convertible yields may
small. result in 'phantom income' to non US Federal income tax
exempt investors. For this reason, these securities have
However, investors should be concerned about the need to been marketed more towards tax exempt offshore funds
convert a bond in order to participate in an unforeseen and (particularly hedge funds).
uncompensated corporate action event.
‘Phones’ and ‘Zones’
The CoCo structure (especially when combined with a
CoPay feature) significantly increases the attractiveness These securities also include contingent payment features,
of the convertible asset class to the issuer, because where the issuer can voluntarily make payments on the
although proceeds are taken in immediately, the dilution of bond during its life and have this amount deducted from the
the new shares does not have to be accounted for until the principal due at maturity.
contingent conversion threshold is satisfied.
Accrued Interest, 6, 8, 17, 54, 63, 73, 76 Credit Investor, 23-24, 26-34
ADRs, 39, 76 Credit Spread, 8, 10, 12-13, 20, 24, 26, 29-31, 33-34, 55,
Ahold 4% 2005 EUR, 6-7, 9, 12-18, 35-36, 40, 42-44, 46-49 60, 76
Allianz, 57-58, 76 Cross Currency, 39, 74, 76
American Tower, 62 Cross Margining, 29
Asia Pacific, 4, 6, 38-39, 76 current yield, 9-10, 36, 70, 76
Asset Swap, 18, 22-27, 29, 32, 34, 40, 59, 76 death Spiral, 27
At the Money, 10-11, 13-14, 58, 76 TM
DECS , 71-72, 76
ATM, 58-59 Default, 3, 5, 12, 18, 21-22, 27, 29-34, 40
Axa, 46, 56-57 Delta, 11-16, 29, 37, 40-46, 48-49, 52, 54, 60, 76
Bank Austria, 64 Diamond Offshore, 58-59
Bell Atlantic, 20 Discount, 10, 16-17, 24-26, 28, 34, 48, 54-55, 70, 76
binomial model, 13, 74, 76 Distressed Debt, 10-12, 76
binomial tree, 14, 18, 36, 50-53, 56, 76 dividend yield, 9-10, 35-36, 55, 67, 71, 76
Black Scholes, 55, 76 dividends, 6-7, 36, 51, 55, 61-62, 65, 72-73, 76-77
Bond Floor, 10, 13-15, 18, 23-27, 29-30, 74, 76 Duration, 47-48, 76
Bond Value, 8, 13, 19, 26, 76 Entitlement Certificates, 17, 76
Bond with Warrants, 70 Equity, 3-4, 9-10, 13-16, 18-22, 29, 35-40, 42, 46, 54, 56,
Breakeven, 8-10, 36-37, 76 63, 66-67, 71-73, 76
Cable and Wireless, 20 Equity Switching, 37
call cushion, 54, 68, 76 Euroconvertible markets, 6, 76
Call Price, 54, 76 Europe, 4, 6, 18-19, 22, 27-28, 38, 40, 61-66, 76
Call Protection, 6-7, 15-16, 67, 76 Exchangeable Bonds, 20, 37, 66-67
Change of control, 63 France, 8, 63, 65, 76
CoCo, 22, 67, 70, 74-75 Gamma, 41-44, 49, 52, 54, 65, 76
Continuation Value, 52, 76 GDRs, 39, 76
conversion, 6-8, 10-11, 13-14, 17, 35-36, 40-41, 48, 54-55, Germany, 58, 63, 66, 76, 78
58, 62-65, 67-68, 70-76 hedge funds, 3-4, 14, 22, 40, 45, 59, 75-76
Conversion Price, 6-7, 10-11, 13-14, 40, 54, 58, 67, 70, 73, Hong kong, 4, 39
75-76 Implied LIBOR, 24-26
Conversion Ratio, 6-7, 13, 35, 40-41, 62-63, 71-74, 76 Income Swap, 36, 72, 76
convertible issuance, 4, 76 interest rates, 10, 12-13, 15, 31, 47, 49, 55, 76
convertible preferreds, 6, 72-73, 76 ISDA, 31-32
CoPay, 22, 67, 70, 75 ISIN, 6
counter-party risk, 28, 45, 76 issuer, 3, 6-7, 10-13, 15, 20, 22, 26-27, 29, 31, 33, 36, 40,
Coupon, 4, 6, 8-10, 24-26, 28, 34, 36, 50-51, 55, 63, 65, 49, 54, 61-68, 71, 75-76
67-68, 70, 74, 76-77 Japan, 4, 6, 12, 22, 31, 76, 78
Credit Default Swaps, 3, 5, 18, 21-22, 31-33 Junk, 10-12, 76
76
KEPCO, 61 Running Yield, 7, 77
Knock-Out Puts, 70 S&P 500, 19, 77
Korea, 4, 61, 76 screw, 17, 62-63, 68, 77
Latin America, 6, 76 Seacor, 37-38, 77
LIBOR, 8, 13, 24-26, 29-31, 33-34, 60, 67, 76 Sharpe Ratio, 21
Liquidity, 17, 33, 38, 40, 56, 59, 76 Siemens, 56-58, 77
Look Back, 64-65 special dividends, 7, 61-62, 77
M & A, 63-64, 75 Special Purpose Vehicle, 30, 67, 77
Make Whole, 27-28 SPV, 30
Mandatory, 10, 27, 67, 71, 73-74 Step-Up Coupon, 74, 77
Margining, 29, 45 stock borrow, 17, 77
MIPS, 67 stock splits, 7, 62, 77
Munich Re, 57 Stock Yield, 8, 10, 77
N.E.W.S., 71, 76 Stripping, 22, 77
National Bank of Greece 2% 2003 EUR, 20 Swapping, 22, 28-29, 77
Nominal Value, 6-8, 13, 41, 72-73, 76 Swiss Re / ING 1.25% 2003 NLG, 19
NTL 6.75% 2008 USD, 20, 59 Taiwan, 17, 77
OID, 28, 48, 55, 70 Terms and Conditions, 61
Original Issue Discount, 28, 48, 55, 70, 76 the Philippines, 17, 77
OTC, 37, 57-59, 61, 72 theoretical value, 13, 16, 36, 46, 49, 51-54, 56, 64, 74-75, 77
Par, 8, 10, 18, 22, 24, 28-30, 51, 63-64, 70, 73-74, 76 Theta, 48-49, 77
Par / Par Asset Swap, 22 Trustee, 61
Parity, 7-17, 35, 38-39, 41-44, 48-55, 62-64, 68, 73-76 UK, 2-3, 6, 59, 63, 77
PCCW, 39 US, 3-4, 6, 8, 19, 22, 27-29, 37, 39-41, 59-60, 62, 64, 67,
TM
PERCS , 71-72, 76 70-72, 74-75, 77
Phones, 75 Vega, 44, 46-47, 49, 77
pre-emption rights, 71, 76 Verizon, 20, 28-29
preference shares, 71-72, 76 Vodafone, 37
premium, 7-16, 18, 28, 31, 35-38, 45, 58, 63, 66-69, 71, 76-77 volatility, 8, 19, 21-22, 29, 35, 43-44, 46-47, 49-50, 55-59,
Prime broker, 41, 45-46 64, 68, 72, 74, 77
Provisional Call trigger, 54, 76 Withholding Tax, 6, 71, 77
put, 9, 15, 28-29, 31, 35-37, 54, 64, 66, 68, 70, 72, 74, 76 www.dbconvertibles.com, 2, 5, 32, 35
Recall penalties, 27 yield advantage, 7, 9, 16, 35-36, 72, 77
Redemption Value, 6, 8, 35, 39, 48, 68, 70, 76 Yield to Maturity, 7, 9, 24, 70, 77
Refixes, 73, 76 Zero Coupon, 24-26, 34, 50, 70, 77
Rho, 15, 47-49, 76 Zones, 75
Risk Premium, 8, 10-14, 16, 18, 77
Roche, 70, 77
78
Convertible Securities 2001 79