Valuation Concepts Module 12 PDF

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GORDON COLLEGE

College of Business and Accountancy


Olongapo City

ACC113 – Valuation Concepts and Method


DETAILED LEARNING MODULE

Title: Convertibles, Exchangeable and Warrants


Module No: 11

I. Introduction
This module includes discussion on options and its three common types. Centered on relating
option features to firms financing needs, this modules discusses terms and other related topics
on options.

II. Learning Objectives


After studying this module, you should be able to:
A. Describe the features of three common types of options that may be used by firms in their
financing – the convertible security, the exchangeable bond, and the warrant.
B. Understand why securities with option features may be attractive for a firm’s long-term
financing needs.
C. Explain the different terms used to express value for convertible securities – conversion
value, market value, and straight-bond value.
D. Calculate the value of convertible securities, exchangeable bonds, and warrants, and
explain why premiums over different values occur.
E. Understand the relationship between an option instrument and its underlying security.

III. Topics and Key Concepts

Derivative Security - A financial contract whose value derives in part from the value and
characteristics of one or more underlying assets (e.g., securities, commodities), interest rates,
exchange rates, or indices.
o Straight debt or equity cannot be exchanged for another asset, but options are
exchangeable.
o An option is part of the broader category of derivative securities.

Convertible Security – A bond or a preferred stock that is convertible into a specified number
of shares of common stock at the option of the holder.
o This provides the convertible holder a fixed return (interest or dividend) and the option
to exchange a bond or preferred stock for common stock.
o The option allows the company to sell convertible securities at a lower yield than it
would have to pay on a straight bond or preferred stock issue.
o Conversion Price – The price per share at which common stock will be exchanged for
a convertible security. It is equal to the face value of the convertible security divided
by the conversion ratio.
o Conversion Ratio – The number of shares of common stock into which a convertible
security can be converted. It is equal to the face value of the convertible security
divided by the conversion price.
Illustration: ABC has an issue of 8%, $100 par value preferred stock outstanding. The
security has a conversion price of $30 per share. What is the conversion ratio?
Conversion Ratio = $100 par value / $30 conversion price = 3.33 shares

o Antidilution and the Convertible Security


▪ Conversion terms are not necessarily constant over time.
▪ The conversion price is usually adjusted for any stock splits or stock dividends
to protect the convertible bondholder from antidilution (known as the
antidilution clause).
o Conversion Value – The value of the convertible security in terms of the common stock
into which the security can be converted. It is equal to the conversion ratio times the
current market price per share of the common stock.

Illustration: If the market value per share of common stock in ABC were trading at $42
per share, then the conversion value is: 3.33 shares x $42 = $140 per share of preferred
stock

o Premium Over Conversion Value – The market price of a convertible security minus
its conversion value; also called conversion premium.

Illustration: If the market value per share of preferred stock in ABC were trading at
$154 per share, then the conversion premium is: $154 – $140 = $14 premium per share
of preferred stock (or a 10% premium).

o Other Issues with Convertible Securities


▪ Virtually all convertible securities provide for a call price, which allows the
company to force conversion when the security market value is significantly
above the call price.
▪ Almost all convertible bond issues are subordinated to other creditors, which
allows a lender to treat convertibles as a part of the equity base when
evaluating the financial condition of the issuer.
▪ The potential dilution effect is recognized by investors who evaluate earnings
based on a diluted earnings per share.

o Use of Convertible Securities


▪ In many cases, convertible securities are employed as “deferred” common
stock financing.
• Does not immediately dilute earnings.
• Securities are converted at a higher price than if they would have been
directly issued. This has the impact of reducing the dilution effect.
▪ The interest or dividend rate is likely to be less than that of straight debt or
preferred stock. The greater the growth prospects of the firm’s common stock,
the lower the stated rate the firm will need to pay.

o Forcing or Stimulating Conversion


▪ Investors can exercise their option to convert to common stock at any time.
▪ Companies can force conversion by calling the issue.
▪ The company has an incentive to call only when the conversion price exceeds
the call price by around 15% and when the common dividend rate is less than
the interest or preferred. dividend rate investors are earning.
▪ Firms attempt to stimulate conversion by including the “step-up” feature to the
conversion price or increasing the common dividend.

o Convertible Value
▪ Convertible Bond Value = Straight Bond Value + Option Value
▪ Volatility in cash flows of firm
• Decreases straight bond value
• Increases option value
▪ Suggests that convertibles are useful when a company’s future is highly
uncertain

o Straight Bond Value


▪ The value of a nonconvertible bond with the same coupon rate, maturity, and
default risk as the convertible bond.

Exchangeable Bond - A bond that allows the holder to exchange the security for common stock
of another company – generally, one in which the bond issuer has an ownership interest.
o These issues usually occur when the issuer owns common stock in the company in
which the bonds can be exchanged.
o Exchange requests are satisfied either by open market purchases or directly using the
firm’s investment holdings of the other company’s stock.
o Valuation of an Exchangeable
▪ Investors may realize diversification benefits since the bond and the common
stock are from different companies.
▪ Potentially, diversification leads to a higher valuation for the exchangeable
versus the convertible.
▪ A major disadvantage is that the difference between the cost of the bond and
the market value of the exchanged common stock, at the time of exchange, is
treated as a capital gain. A convertible gain is not recognized until the common
stock is sold.

Warrants - A relatively long-term option to purchase common stock at a specified exercise


price over a specified period of time.
o Warrants are employed as “sweeteners”:
▪ To obtain a lower interest rate.
▪ To raise funds when the firm is considered a marginal credit risk.
▪ To compensate underwriters and venture capitalists when founding a
company.
o The warrant contains provisions for:
▪ the number of shares that can be purchased per warrant.
▪ the price at which the warrant can be exercised.
▪ the warrant expiration date.
o Warrant holders are not entitled to any dividends nor do they have any voting power.
o The exercise price is generally adjusted for any common stock dividends and splits.

IV. Activity. What is the importance of learning features such as conversion features,
exchangeability feature and warrants? Present your answer in the point of view of both lender
and borrower.

V. Teaching and Learning Materials and Resources


A. Fundamentals of Financial Management 13th Edition by Van Horne and Wachowicz
B. Laptop and Web Camera
C. Google Meet/Zoom
D. Google Quiz

VI. Learning Tasks


A. Readings on Term Loans and Leases
B. Attendance and participation on webinar-style discussion

VII. References
A. Van Horne and Wachowicz (2009). Fundamentals of Financial Management 13th Edition.
Pearson Education Limited.

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