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Costs of Financial Distress, Delayed Calls of Convertible Bonds, and the Role of Investment Banks

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  • Jaffee, Dwight
  • Shleifer, Andrei

Abstract

In a frictionless market with perfect information, a shareholder-wealth- maximizing firm should force conversion of its convertible bond issue into stock as soon as the bond comes in-the-money. Firms however appear to systematically delay forced conversion, sometimes for years, beyond this time. We show that the observed delays can be plausibly explained in terms of costs to shareholders of a failed conversion and the ensuing financial distress. Firms delay the forced conversion to avoid the self-fulfilling outcome that bondholders expect the conversion to fail, tender their bonds for cash, and the stock price falls to account for the costs of financial distress, in which case tendering for cash is in fact optimal. Unlike other explanations of delayed forced conversion, we can explain the common use of investment banks to underwrite these transactions, since the banks can eliminate the self-fulfilling bad outcome.
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  • Jaffee, Dwight & Shleifer, Andrei, 1990. "Costs of Financial Distress, Delayed Calls of Convertible Bonds, and the Role of Investment Banks," The Journal of Business, University of Chicago Press, vol. 63(1), pages 107-123, January.
    • Handle: RePEc:ucp:jnlbus:v:63:y:1990:i:1:p:s107-23
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    Cited by:

    1. King, Tao-Hsien Dolly & Mauer, David C., 2014. "Determinants of corporate call policy for convertible bonds," Journal of Corporate Finance, Elsevier, vol. 24(C), pages 112-134.
    2. Yue Kwok & Lixin Wu, 2000. "Effects of Callable Feature on Early Exercise Policy," Review of Derivatives Research, Springer, vol. 4(2), pages 189-211, May.
    3. Bruce D. Grundy & Patrick Verwijmeren, 2012. "Dividend-Protected Convertible Bonds and the Disappearance," Tinbergen Institute Discussion Papers 12-060/2/DSF37, Tinbergen Institute.
    4. Adoukonou, Olivier & André, Florence & Viviani, Jean-Laurent, 2021. "The determinants of the convertible bonds call policy of Western European companies," International Review of Financial Analysis, Elsevier, vol. 73(C).
    5. Isagawa, Nobuyuki, 2000. "Convertible debt: an effective financial instrument to control managerial opportunism," Review of Financial Economics, Elsevier, vol. 9(1), pages 15-26.
    6. Pagratis, Spyros, 2004. "Co-ordination failure and the role of banks in the resolution of financial distress," LSE Research Online Documents on Economics 24939, London School of Economics and Political Science, LSE Library.
    7. Stein, Jeremy C., 1992. "Convertible bonds as backdoor equity financing," Journal of Financial Economics, Elsevier, vol. 32(1), pages 3-21, August.
    8. Min Dai & Yue Kwok, 2005. "Optimal policies of call with notice period requirement," Asia-Pacific Financial Markets, Springer;Japanese Association of Financial Economics and Engineering, vol. 12(4), pages 353-373, December.
    9. Scruggs, John T., 2007. "Estimating the cross-sectional market response to an endogenous event: Naked vs. underwritten calls of convertible bonds," Journal of Empirical Finance, Elsevier, vol. 14(2), pages 220-247, March.
    10. Barclay E. James & Paul M. Vaaler, 2017. "Experience, Equity and Foreign Investment Risk: A PIC Perspective," Management International Review, Springer, vol. 57(2), pages 209-241, April.
    11. Asquith, Paul, 1948-, 1992. "Convertible debt--a dynamic test of call policy," Working papers 3413-92., Massachusetts Institute of Technology (MIT), Sloan School of Management.
    12. Altintig, Z. Ayca & Butler, Alexander W., 2005. "Are they still called late? The effect of notice period on calls of convertible bonds," Journal of Corporate Finance, Elsevier, vol. 11(1-2), pages 337-350, March.
    13. Katherine L. Phelps & William T. Moore & Rodney L. Roenfeldt, 1991. "Equity Valuation Effects Of Warrant-Debt Financing," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 14(2), pages 93-103, June.
    14. Nobuyuki Isagawa, 2000. "Convertible debt: an effective financial instrument to control managerial opportunism," Review of Financial Economics, John Wiley & Sons, vol. 9(1), pages 15-26, March.
    15. Kim, Yong O. & Kallberg, Jarl, 1998. "Convertible calls and corporate taxes under asymmetric information," Journal of Banking & Finance, Elsevier, vol. 22(1), pages 19-40, January.
    16. Koziol, Christian & Roßmann, Philipp, 2022. "Contingent convertible bonds: Optimal call strategy and the impact of refinancing," Journal of Corporate Finance, Elsevier, vol. 77(C).
    17. Bajo, Emanuele & Barbi, Massimiliano, 2012. "The role of time value in convertible bond call policy," Journal of Banking & Finance, Elsevier, vol. 36(2), pages 550-563.
    18. Sarkar, Sudipto, 2003. "Early and late calls of convertible bonds: Theory and evidence," Journal of Banking & Finance, Elsevier, vol. 27(7), pages 1349-1374, July.

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