What Are Conversion Rights?
In an investor context, conversion rights grant preferred shareholders the option to convert their shares into common shares. This conversion process can significantly impact calculations of shareholder rights based on outstanding shares, as the number of common shares increases upon conversion.
Conversion rights are typically offered in two forms — optional conversions (where shareholders have the choice to convert) and mandatory conversions (where conversion is required under specified conditions).
What Are Preferred And Common Shares?
Preferred Stock
Preferred shares and common shares are two primary types of stock that companies issue to raise capital. They differ in several key aspects:
Preferred Shares
- Dividends: Preferred shareholders typically receive fixed dividends, paid out before common shareholders. These dividends may be cumulative, meaning that if a company misses a payment, it must make it up before paying common shareholders.
- Voting Rights: Usually, preferred shareholders do not have voting rights in company matters.
- Priority In Liquidation: In the event of bankruptcy or liquidation, preferred shareholders have a higher claim on the company’s assets than common shareholders.
- Other Features: Preferred shares may have additional features like convertibility (into common shares) and callability (the company can buy them back).
Common Shares
- Dividends: Common shareholders may receive dividends, but they are not guaranteed and can fluctuate based on the company’s performance.
- Voting Rights: Common shareholders have voting rights in company decisions, such as electing the board of directors.
- Priority In Liquidation: Common shareholders are last in line to receive any assets in the event of liquidation.
- Potential For Higher Returns: While riskier, common shares offer the potential for higher returns through capital appreciation if the company’s stock price increases.
What Are The Types Of Conversion Rights?
There are several types of conversion rights, each with specific conditions and mechanisms:
- Optional Conversion Rights: The investor has the right, but not the obligation, to convert their preferred shares or convertible bonds into common stock. Conversion is usually triggered when the common stock price reaches a predetermined level, making it financially advantageous for the investor.
- Mandatory Conversion Rights: The investor is required to convert their preferred shares or convertible bonds into common stock upon the occurrence of certain events or specific dates. Triggers can include the company reaching a certain financial milestone, a specific date, or a change in the company’s capital structure.
- Automatic Conversion Rights: A subset of mandatory conversion, where the conversion occurs automatically upon the fulfilment of predetermined conditions, without any action required from the investor.
- Reset Conversion Rights: The conversion price is adjusted if the company issues new shares at a lower price than the original conversion price. This protects the investor from dilution.
- Full Ratchet Conversion Rights: The conversion price is adjusted downwards to the lowest price at which new shares are issued, providing the most significant protection against dilution for the investor.
- Weighted Average Conversion Rights: A compromise between reset and full ratchet provisions, where the conversion price is adjusted based on a weighted average of the new issue price and the old conversion price.
What Are Some Feasible Conditions For Converting Preferred Shares Into Common Shares?
Several feasible conditions can trigger the conversion of preferred shares into common shares:
Price-Based Triggers
- Market Price Threshold: The most common trigger is when the market price of the common stock exceeds a predetermined price (the conversion price) for a specified period. This is often based on a multiple of the initial preferred share price.
- Initial Public Offering (IPO): Conversion may be triggered upon the completion of the company’s IPO, allowing preferred shareholders to participate in the potential upside of the public market.
Time-Based Triggers
- Maturity Date: Some preferred shares have a set maturity date, after which they are automatically converted into common shares or redeemed by the company.
- Specified Date: The conversion right may become exercisable on a specific date outlined in the share agreement.
Event-Based Triggers
- Company Performance: Conversion may be triggered if the company achieves certain financial or operational milestones, such as reaching a specific revenue target or profitability level.
- Merger & Acquisition: This can trigger a mandatory conversion, often at a predetermined ratio, to align the interests of all shareholders.
- Optional Conversion: In some cases, preferred shareholders have the option to convert their shares at any time, regardless of market conditions or company performance. This gives them flexibility but also carries the risk of converting at a suboptimal time.
- Forced Conversion: The company may have the right to force conversion under certain circumstances, such as to simplify its capital structure or to reduce its dividend obligations.
When Does Conversion Right Become Risky?
Conversion rights, while potentially lucrative, can become risky for investors under several circumstances:
- Company Performance Decline: If the company’s performance deteriorates after the investor acquires preferred shares, the common stock’s value may not rise enough to make conversion profitable. The investor may be stuck with preferred shares that offer lower returns than expected or even face losses if the company’s fortunes worsen.
- Market Downturn: A general market downturn can depress stock prices, including those of companies with strong fundamentals. Even if the company performs well, the broader market conditions may prevent the common stock from reaching the conversion price, rendering the conversion right worthless.
- Unfavourable Conversion Ratio: The conversion ratio (the number of common shares received for each preferred share) might be set at a level that doesn’t adequately compensate the investor for the risk taken. If the ratio is too low, the investor may not realise significant gains even if the common stock price increases substantially.
- Missed Conversion Window: Some conversion rights have time limits or specific trigger events. If the investor misses the window of opportunity due to inattention, market volatility, or other factors, the conversion right may expire, leaving the investor with less valuable preferred shares.
- Dilution Risk: If the company issues a large number of new shares, it can dilute the value of existing shares, including those received upon conversion. This can diminish the potential gains from conversion or even lead to losses.
- Interest Rate Risk: For convertible bonds, rising interest rates can make the fixed interest payments less attractive compared to other investments. This can decrease the bond’s value and make conversion less appealing even if the stock price rises.
- Forced Conversion: In some cases, the company may have the right to force conversion under conditions that are unfavourable to the investor, such as when the stock price is relatively low. This can deprive the investor of potential future gains if the stock price later increases.
