Bondholders instruments

This chapter defines the term bondholder value and contrasts it with shareholder value. In a second step, the different viewpoints of shareholders and bondholders are examined respectively. The discussion of both parties conflicts of interests concentrates on capital structure, share buybacks, dividend policy, and corporate strategy. As there are also similarities between shareholders and bondholders, instruments of the shareholder value concept that can be used to create bondholder value are described. That includes investor relations, risk management and the balanced scorecard. 

In this chapter we present a discussion on convertible bonds, which have become popular hybrid financial instruments. Convertible bonds are financial instmments that give the bondholders the right, without imposing an obligation, to convert the bond into underlying security, usually common stocks, under conditions illustrate in the indenture at the time of issue. The hybrid characteristic defines the traditional valuation approach as the sum of two components the option-free bond and an embedded option (call option). The option element makes the valuation not easy, above all in pricing term sheets with specific contract clauses as the inclusion of soft calls, put options and reset features. The chapter shows practical examples of valuation in which financial advisors and investment banks adopts in different contexts. 

The main reason for a borrower to issue cmivertibles is the lower cost of financing than other financial instruments. In fact, the implied equity option feature allows the issuer to pay lower market coupons than a cmiventional bond. This is because the right of cmiversion is hold by the bondholder. In a different case, for instance with a callable issue, the coupons will be greater than a convertible... 

The reverse convertible bonds have increased popularity in Europe and United States. This type of instrument gives to the issuer (not the bondholder) at maturity the right to exchange the bond into shares or to redeem it at par value plus accrued interests. In the first case, the bond is exchanged if the share price is less than conversion price, or if the conversion value is less than par value. Conversely, the issuer can redeem the bond. They typically have a domestic stock as underlying security, but they can also include foreign shares and indexes. 

Apart from covenants, instruments of shareholder value can be used to increase bondholder value. These are discussed in the next section. 

In the long run the aims of shareholders and bondholders are largely congruent. This is punctuated by the fact that instruments of shareholder value (investor relations, risk management, and balanced score-card) can be nsed to enhance bondholder value. Thus it does not make sense to pursne short-term maximization of the stock price at the expense of the company s creditors. 

In the event of a default, there will be no payment of accrued interest by the issuer since generally coupons are not recoverable, so we can ignore that aspect of the valnation. The only component left to the bond is its value upon a default or its recovery value. If a default occurs, the bondholder will lose all future cash flows of the instrument (i.e., they are at risk), but will be left with a nonperforming asset worth R. The same technique is used here as in the default swap—except this time the payout is R rather than 1 - R upon default. Conveniently, this formula is identical to equation (22.11), except that the term (1 - R) is replaced by R. 

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