Unit 4 B Note - Long Term Debt and Prefered Stock
Unit 4 B Note - Long Term Debt and Prefered Stock
Unit 4 B Note - Long Term Debt and Prefered Stock
Fixed Interest
Bonds and debenture are issued with a promise to pay a certain rate of
interest. Therefore, we can say that interest rate on debt is fixed. Interest is
paid annually or semiannually. The company must pay interest whether it
earns profit or suffers from loss.
Maturity
The maturity date represents the date on which the bond matures. Debt
usually has a fixed maturity date i.e. the date on which the face value is
repaid. The maturity of debt indicates the length of time in which the last
coupon payment is also paid on the maturity date.
Call Provision
A call provision gives the issuing corporation the right to redeem the bonds
prior to maturity under specified terms, usually at a price greater than the
maturity value or we can say call price is equal or greater than par value but
never less than the par value. This difference is called call premium.
Sinking Funds
In most bonds issue there is a sinking fund provision. A sinking fund is a
provision that requires the corporation to restive a portion of the bond issue
each year. The purpose of the sinking fund is to provide for the orderly
retirement of the issue.
Security
Debt is either secured or unsecured. A secured debt is secured by a lien on
the company’s specific assets. If the company is unable to pay the bond
amount the bondholder may recover their money by selling the assets.
Convertibility
Bonds may be convertible or non-convertible. If it is convertible the bond
can be converted into preference share or equity share.
Voting Rights
There is no voting right to debt holders.
Bond
The bond is a long-term promissory note. Bond is known as fixed income
security because an investor knows the exact amount of cash he will get back
until maturity. A mortgage bond is secured by fixed assets of issuing firm’s
property. The major condition of the loan is pledging of collateral.
Debenture
It is also a long term security. It is not secured by a mortgage on the issuer’s
property. It may have call provision that gives the company right to redeem
the debenture before the maturity period. It is more risky than bond to an
investor.
Indenture
Indenture is a legal contract between two parties (issuer and bondholder)
regarding interest payment system, the period for repayment, if the bond is
convertible, call provision and other terms and conditions. It will be helpful
to resolve the agency problems among managers (shareholders) and
creditors. It may include the following features:
The authorized amount of bond issue.
Detail of property pledged.
Call provision
Redemption procedure.
Protective clauses or covenants. such as:
a. Restriction on merger activity
b. Restriction to issue new debt
c. Restriction on the dispositions of the firm assets
d. Restrictions on dividend payments.
LONG TERM DEBT AND PREFERRED STOCK Chapter Five 119
e. Minimum level of working capital that the firm must maintain.
Sinking Fund
It is a provision that facilitates the orderly retirement of a bond issue. It
requires the firm to retire a portion of the bond each year. Generally, it is
used to purchase back a certain proportion of the issue each year. A failure
to meet the requirement of sinking fund causes the bond issue to be thrown
into default that may result the firm into bankruptcy. The sinking fund may
operate in one of the two ways:
(i) To redeem the required face amount of the bonds. It can buy the bonds
from the open market.
(ii) The firm may buy a fraction of the outstanding bonds at a specific call
price associated with the sinking fund provision. The firm has an option
to buy the bonds at either the market price or the sinking fund price,
whichever is lower.
Call Provision
A call feature is an optional retirement provision that permits the issuing
company to redeem or call a debt issue prior to its maturity date at a
specified price termed as the call price. Many firms use the call feature
because it provides them with the potential flexibility to retire debt prior to
maturity if interest rates decline. The call price is greater than the par value
of the debt, and the difference between the two is the call premium. The call
premium usually equal to about one year’s interest. Some debt issues specify
fixed call premiums, whereas others specify declining call premiums.
Call provision increases risk to the bondholders but invaluable to the firm. It
helps the firm to retire the bond before maturity if the market interest rate
fall sharply and the firm earns high return.
Trustee
A trustee is a third party to a bond indenture. A paid individual, firm, or
commercial bank trust department that acts as the third party to a bond
indenture to ensure that the issue firm does not default on its contractual
responsibilities to the bondholders. In other words, the trustee is paid to act
as “watchdog” on behalf of the bondholders and empowered to take
specified actions on behalf of the bondholders if the terms of the bond
indenture are violated. The trustee is responsible for monitoring the
covenants and for taking appropriate action if a violation exists. The trustee
is also responsible for deciding that the investors would be better served by
giving the company a chance to work out its problems and thus avoid
forcing it into bankruptcy.
PREFERRED STOCK
Preferred stock, also called as preference share, is a security that combines
features of both fixed income bonds and equity securities. Therefore it is also
known as hybrid security. Preferred dividends are similar to interest
payments on bonds in that they are fixed in amount and must be paid before
common stock dividends. Preferred stocks may be issues with or without a
maturity period like common stock, preferred stock represents partial
ownership in a company, although preferred stock shareholders do not
enjoy any of the voting rights of common stockholders. Preferred
shareholders always receive their dividends first and in the event the
company bankruptcy, preferred shareholders are paid off before common
stockholders.
Fixed Dividend
The dividend rate is fixed at the rate expressed as percentage of par value.
The amount of dividend will be equal to rate multiplied by par value of
preferred stock capital i.e. dividend is always calculated on the par value.
Par Value
The par value of each share of preferred stock is Rs. 100; par value is the
stated price of the preferred stock.
Voting Rights
Because of their prior claim on assets and income preferred stockholders are
normally given a voice in management. But, they may be provided with
contingent voting right when company fails to provide dividend for certain
specific period. In such circumstances they can elect or nominate specific
number of members on the board as directors.
LONG TERM DEBT AND PREFERRED STOCK Chapter Five 121
Convertibility
Preference share may be convertible or non-convertible. If dividend
provided on preferred stock is at lower rate than that on others securities,
the preference shares can be converted into debentures or ordinary shares.
Call Provision
A call provision gives the issuing corporation the right to redeem the
preferred stock prior to maturity under specified terms, usually at a price
greater than the par value. This difference is called call premium.
Sinking Fund
Sinking fund is created for the purpose of redemption of preferred stock.
That means it is created to call the preference stock or even to purchase the
preferred stock issued in open market.
Participative Feature
This allows preferred stockholder to participate in extraordinary profit or
residual earning of the company. If the common stockholders receive
increasing dividend, the preferred stockholders too participate in increasing
dividend equally and thereby get dividend amount in excess of fixed
dividend e. g. for 15 percent preference share, the regular dividend is 15
percent. If company pays 20 percent ordinary dividend then preference
share holder too would get 20 percent i.e. 5 percent extra dividend. These
stockholders may also participate in the residual asset while winding up the
company.
Redemption/Retirement
Preference share may be redeemable and irredeemable. The perpetual/
irredeemable stocks have no maturity period but redeemable stock mature
after specified period.
Cumulative Dividend
The unpaid dividend in any single year has to be carried forward and the
company must pay the dividends in arrears on it’s preferred stock before
only ordinary dividends are paid. Hence, this feature protects the interest of
preference shareholders. The company has no legal obligation to pay
preferred dividend and can also omit such dividend if needed. Since
preference shareholders do not have dividend enforcement power,
cumulative feature is needed to protect their interest.
Advantage and Disadvantage of Preferred Stock
Ranking of Securities
Here we are tanking the securities from lowest to highest in terms of their riskiness.
J Warrant
Risk
I Common
Premium
H Convertible Preferred
G Preferred Stock
F Income Bonds
E Subordinated
D Second mortgage
C First mortgage
B Floating Rates Notes
kRF A Short-term U.S. Treasury
Risk-Free
Rate of Return
O Risk to investors
Figure 5.1
Expected and Required after-tax rate of return (%).
In the above figure we are tanking the securities from lowest to the highest
in terms of there riskiness. There is significant relationship between risk and
rate of return. Securities with higher expected rate of return are more risky
than the securities with the lowest rate or return. First, short term U.S.
Treasury Bills represent risk free rate. Floating rate notes is little riskier than
U.S. Treasury bills. First mortgage and second mortgage bonds are some
riskier than U.S. Treasury bills and floating rate notes like wise subordinated
debentures, income bonds, preferred stock convertible preferred, common
stock and warrants are all increasingly risk and their expected return
increase accordingly. A warrant is the risky securities among the other
therefore it has the highest required rate of return.
Decision:
(i) Refunding is worthwhile if NPV of refunding is positive.
(ii) Refunding is not worthwhile if NVP of refunding is negative.
Rs. 9,277
(Rs. 1,269)
The company should refund the existing bond because NPV of refunding is
positive.
Theoretical Questions
1. What are the major features of long-term debt?
2. Explain the importance of long-term debt financing. How can long-term funds be raised
by Nepalese firm?
3. What do you mean by long-term debt financing? Explain the conditions that favor the use
of long-term debt.
4. What are the various instruments of long-term debt financing?
5. What considerations should a firm make while issuing the appropriate instruments of
long-term financing in Nepal?
6. Explain the advantage and disadvantage of long-term debt financing. Briefly explain
different type of corporate bonds.
7. What are the features of preferred stock? Explain the general provisions contain in
preferred stock agreement.
8. Describe the advantage and disadvantage of preferred stock. Explain why the firms
should use the preferred stock.
9. Explain the development of corporate bond and preferred stock financing in Nepal.
10. Write short notes on:
(i) Refunding decision
(ii) Common stock vs preferred stock
(iii) Preferred stock vs debt
(iv) Sinking fund
LONG TERM DEBT AND PREFERRED STOCK Chapter Five 131
(v) Trustee
(vi) Indenture
(vii) Call provision
(viii) Income bond
Practical Problems
PROBLEM–1 Norvic Incorporate Company is considering refunding its preferred stock.
The dividend rate on this stock is Rs.6, and it has a par value of Rs.50 a share. The call
price is Rs. 52 a share, and 500,000 shares are outstanding. Mr. Devkota, vice president of
finance, feels the company can issue new preferred stock in the current market at an
interest rate of 11 percent. With this rate, the new issue could be sold at par; the total par
value of the issue would be Rs. 25 million. Floatation costs of Rs. 780,000 are tax
deductible, but the call premium is not tax deductible; the company's marginal tax rate is
30 percent. A 90-day period of overlap is expected between the time the new preferred
stock is issued and the time the old preferred stock is retired. Should the company refund
its preferred stock using a capital budgeting analysis of refunding?
Ans: – Rs. 23,273
PROBLEM–2 Megha Corporation has Rs. 50 million of 14 percent debentures outstanding,
which are due in 25 years. The company could refund these bonds in the current market
with new 25-year bonds, sold to the public at par (Rs. 1,000 per bond) with a 12 percent
coupon rate. The spread to the underwriter is 1 percent, leaving Rs. 990 per bond in
proceeds to the company. The old bonds have an unamortized discount of Rs. 1 million,
unamortized legal fees and other expenses of Rs. 1,00,000, and a call price of Rs. 1,140 per
bond (Rs. 114 on Rs. 100 face value convention). The tax rate is 40 percent. There is a 1-
month overlap during which both issues are outstanding, and issuing expenses are Rs.
2,00,000. Compute the present value of the refunding, using the after-tax rate on the new
bonds as the discount rate. Is the refunding worthwhile?
Ans: Rs. 1,84,702
PROBLEM–3 S&S Company has Rs. 20 million of 10 percent debentures outstanding,
which are due in 20 years. The Company could refund these bonds in the current market
with new 20-year bonds, sold to the public at par (Rs. 1,000 per bond) with an 8 percent
coupon rate. The spread to the underwriter is 1 percent. The old bonds have an
unamortized discount of Rs. 0.8 million, unamortized legal fees and other expenses of Rs.
2,00,000, and a call price of Rs. 1,100 per bond. The tax rate is 40 percent. There is a 1-
month overlap during which both issues are outstanding, and issuing expenses are Rs.
5,00,000. Compute the present value of the refunding, using the after-tax rate on the new
bonds as the discount rate. Is the refunding worthwhile?
Ans: Rs. 13,66,254
PROBLEM–4 Bridgestone Company is considering refunding an old preferred stock issue.
There are 30,000 shares of the preferred outstanding. Bridgestone is paying an Rs. 8
dividend per year on each share. The par value is Rs. 100 per share, and Bridgestone can
call the stock at Rs. 102 per share. Bridgestone’s financial analysts feel that they can issue
30,000 new shares of preferred at their par value of Rs.100. since the market rate of
interest on similar issues is 7 percent, the analysts feel that if the preferred promises a Rs.
7 dividend it can be sold at par, thus saving the firm Rs. 30,000 annually in dividends.
Flotation costs on the new issue would be Rs. 90,000; this Rs. 90,000 cost is completely
deductible in the current year. Bridgestone is in the 40 percent tax bracket. Assume that
the call premium on the outstanding preferred stock is not tax deductible. Should
Bridgestone refund the preferred stock issue?