Accounting and Finance 45 (2005) 635–651 Changes in risk characteristics of firms issuing hybrid securities: case of convertible bonds Atul Rai University of Alabama in Huntsville, Huntsville, AL, 35899, USA Abstract The present paper examines changes in risk characteristics of a firm when it issues convertible bonds by studying the change in beta before and after the issuance of convertible bonds. Using a sample of 149 firms, strong evidence was found of change in beta, along with significant heterogeneity across firms. On average, the beta of a firm issuing convertible bonds declines, although 40 per cent of firms showed an increase in beta. A cross-sectional regression shows that after controlling for the reversion-to-mean phenomenon, the change in beta is significantly related to potential dilution of equity as well as to increase in debt, but is not significantly related to either the change in bond rating of a firm or to the stated use of funds from issuance. Key words: Convertible bonds; Security offerings; Beta; Equity dilution; Bond rating JEL classification: B41, C14, G10, G12, G14, M41 doi: 10.1111/j.1467-629X.2005.00148.x 1. Introduction Convertible bonds combine aspects of both debt and common equity, thereby presenting unique challenges for financial analysis. The current accounting treatment of convertible bonds does not provide any guidance.1 At the time of issuance, a convertible bond is treated like a straight-bond. The convertible feature of the bond is The author gratefully acknowledges contributions of Tom Abbott, Ivan Brick, Dorla Evans, Robert Faff (Editor), April Klein, seminar participants at Western Finance Association Annual Meetings, Southwest Federation of Academic Disciplines Meetings, Midwestern Finance Association Meetings, Florida State University, Rutgers University, University of Alabama in Huntsville, and two anonymous referees to an earlier version of the present paper. Received 28 April 2003; accepted 7 December 2004 by Robert Faff (Editor). 1 Refer to Financial Accounting Standards Board, Emerging Issue Task Force Issue No. 98-5. C The Author C AFAANZ Journal compilation 636 A. Rai / Accounting and Finance 45 (2005) 635–651 completely ignored. Also, subsequent to issuance, a convertible bond is treated like a straight-bond and recognized at amortized cost. The conversion feature is ignored again. However, for the purpose of calculating diluted earnings per share (EPS), the basic EPS is adjusted to reflect the potential convertibility of the convertible bond.2 Because of the global nature of the convertible bonds market, the International Accounting Standard Board (2003b) issued International Accounting Standard 32, which required that the equity component and the debt component of a convertible bond be disclosed separately.3 Prior research has investigated the rationale for issuing convertible bonds and has provided various explanations. For example, Jensen and Meckling (1976) argued that convertible bonds mitigate asset substitution problems. They might also reduce underinvestment problems, as suggested by Myers (1977), Green (1984) and Jen et al. (1997). Convertible bonds also reduce asymmetric information between the firm and its debt-holders, as suggested by Brennan and Kraus (1987) and Brennan and Schwartz (1988). Stein (1992) has suggested that convertible bonds are used as back-door equity financing when adverse-selection problems make a conventional stock issue unattractive. Recent research suggests that convertible debt is useful for sequential financing of a project (see Mayers, 1998; Cornelli and Yosha, 2003; Chang et al., 2004). Many of these studies implicitly argue that issuance of convertible bonds signals a change in the composition of projects undertaken by these firms. A natural implication of these arguments is that the risk structure of firms issuing convertible bonds changes. Investigation of this issue is important for investors for optimal allocation of their capital. It is also important for policy-makers in determining the fair-value based accounting treatment of these bonds. In the present paper, we examine the change in risk characteristics of firms issuing convertible bonds by measuring the change in beta of these firms. We also investigate possible reasons for changes in beta. Prior published literature has not examined changes in the systematic risk of firms issuing convertible bonds. Our results extend the work of Lewis et al. (2002), who examined the change in cost of capital and idiosyncratic risk of firms issuing convertible bonds, but did not examine changes in the systematic risk of these firms. They found that although the cost of capital decreased for the issuing firms, their idiosyncratic risk increased. Ambiguous nature of their results warrants further investigation of this issue. The remainder of the present paper is organized as follows. Section 2 provides theoretical background to analyse effects of issuing convertible bonds on the systematic risk of a firm. Section 3 describes prior empirical evidence regarding convertible bonds issues. Section 4 describes data and conducts an empirical examination of the change in the beta of a company. Section 5 concludes the paper. 2 Refer to Financial Accounting Standards Board, Emerging Issue Task Force Issue No. 02-15. 3 See also IASB (2003a), International Accounting Standard 39. C The Author C AFAANZ Journal compilation A. Rai / Accounting and Finance 45 (2005) 635–651 637 2. Theoretical background To see how the issuance of convertible bonds might change the systematic risk of a firm, consider the beta for a levered firm. Specifically, under the simplifying assumptions of no taxes and risk-free debt, the beta of a levered firm and beta of an unlevered firm are related as follows: βl = (1 + L)βu , or βl = (1 + L)βu + Lβu , (1) where β l is beta of levered firm (estimated using market model), L is the financial leverage of the firm = debt/equity and β u is beta of unlevered firm with same cash flow. Therefore, the change in beta can result from either the change in financial leverage or the change in the unlevered beta (i.e. changes in the investment policies of the firm) or both. 2.1. Changes in financial leverage The effects of issuing pure securities on financial leverage are straightforward. Unfortunately, because a convertible bond is a hybrid security, its impact on financial leverage is not as clear-cut. If funds from issuance are used to finance new projects, they can conceivably increase or decrease leverage depending upon relative values of their debt-like and equity-like component claims and the firm’s financial structure before issuance (see Dann and Mikkelson, 1984). However, if funds are used to retire debt (equity), then leverage will decrease (increase). In these cases, the effect on financial leverage is unambiguous because the firm is replacing ‘pure’ securities with ‘mixed’ ones. 2.2. Changes in unleveraged beta Changes in unleveraged beta primarily result from changes in the underlying investment policies of the firm. Agency costs between equity owners and bond holders can be significantly reduced through the issuance of convertible bonds (see Jensen and Meckling, 1976; Green, 1984). By providing the convertible debt-holders with an option to participate in the profits from riskier projects, equity holders make a credible commitment not to undertake extraordinarily risky projects. Agency costs, therefore, provide a theoretical reason to expect a shift in the investment policy of the firm away from more risky projects and towards less risky projects as a result of issuing convertible bonds. This is often referred to as ‘risk-shifting hypothesis’ C The Author C AFAANZ Journal compilation 638 A. Rai / Accounting and Finance 45 (2005) 635–651 in published literature pertaining to issuance of convertible bonds. This hypothesis predicts that beta of a firm issuing convertible bonds should decrease. Stein (1992) proposes a back-door equity financing hypothesis and argues that convertible bonds reduce agency costs of adverse selection inherent in direct equity issues. Lewis et al. (1999) find empirical support for both Stein’s ‘back-door equity hypothesis’ and Green’s ‘risk-shifting hypothesis’ contingent upon the perception of investors whether the convertible bond is more like equity or straight debt. Back-door equity financing hypothesis also predicts that beta of the firm issuing convertible bonds should decline. Mayers (1998) argues that firms issue convertible bonds to reduce costs of raising capital. He proposes a ‘sequential-financing’ hypothesis. According to this hypothesis, the risk level of the firm issuing convertible bonds should be optimal after issuance. If a firm has a project that might be completed or extended in stages contingent upon future profit assessment, then convertible bonds provide lower cost financing alternatives to a firm in comparison to repeated forays into the capital market to raise equity. The call option feature of convertible bonds allows managers to avoid additional issuance costs if the project were to be financed by sequential equity issues, or to avoid overinvestment if straight debts were issued at every stage of a project. Cornelli and Yosha (2003) argue that this feature is very useful for venture capitalists. Chang et al. (2004) provides empirical support for a sequential-financing hypothesis using a sample of convertible bonds issued in Taiwan. Sequential-financing hypothesis suggests that beta of firms issuing convertible bonds is optimal after the issuance. Therefore, the change in beta upon issuance might be in either direction, depending upon whether the beta was above or below the optimal level. In summary, the impact of issuing convertible bonds on stock beta is ambiguous. Inference about the change in beta from the three hypotheses in the previous paragraph is based on the assumption that funds from the issuance of convertible bonds were used to finance new projects. Other factors that are likely to play an important role in determining the direction and magnitude of the changes include: relative size and riskiness of the issue; probability of conversion; call provisions; intended use of the funds and the inherent riskiness of the enterprise; as well as other characteristics of the particular issue and/or firm. The observed change in beta will reflect cumulative effect of these individual factors, and remains essentially an empirical question. 3. Previous empirical evidence As noted earlier, prior research has not examined changes in beta of a firm issuing convertible bonds. However, many studies have documented negative returns for stockholders at the time of issuance of convertible bonds. These returns are less negative than negative returns found for firms issuing equity (see Dann and Mikkelson, 1984; Eckbo, 1986; Mikkelson and Partch, 1986; Hansen and Crutchley, 1990; Abhyankar and Dunning, 1999). Several studies have documented that returns are more negative for higher rated bonds and firms with lower Value Line ratings (see C The Author C AFAANZ Journal compilation A. Rai / Accounting and Finance 45 (2005) 635–651 639 Mikkelson and Partch, 1986; Davidson et al., 1995; Mehta and Khan, 1995). Firms that use funds from issuance of convertible bonds for capital expenditure rather than to retire debt had higher returns (Abhyankar and Dunning, 1999). Firms announcing private placement of convertible bonds had positive returns at the time of announcement (Fields and Mais, 1991). These studies are summarized here. Dann and Mikkelson (1984) examined 132 public announcements of issue of convertible bonds. They found significant negative returns for stockholders during a 2 day period (day −l and day 0) as well as for the entire announcement period of 121 days (day −60 to day +60). Mikkelson and Partch (1986) used a sample of 33 convertible bond offerings, which consisted of 266 other security offerings as well. Relating the ratings of the convertible bond issue with abnormal returns, they found that higher rated convertible bonds had larger negative returns (−3.72 per cent), whereas lower rated convertible bond issues had less negative returns (−0.14 per cent) for a 2 day period around the announce date. Mehta and Khan (1995) extended the work of Mikkelson and Partch (1986) by considering an enlarged sample size (166 firms) and found similar negative returns. They also related abnormal returns with ratings of the bond. For investment grade, speculative grade and non-rated convertible bonds, the 3 day abnormal returns were −2.061, −1.258 and −3.744 per cent, respectively. These results are similar to Mikkelson and Partch (1986). Davidson et al. (1995) investigated whether the conversion ratio signals a desire by managers to share risk, therefore implying low prospects for future earnings. For a sample of 147 firms, they also found significant negative equity returns for firms announcing issuance of convertible debt. Partitioning their sample based on value-line ratings, they found that returns are more negative for firms with lower ratings by value-line. Abhyankar and Dunning (1999) also found significant negative returns for a sample of 118 announcements of convertible debt issues in the UK. However, conditioning the issue on the usage of funds raised, they found lower returns when funds were used for refinancing existing debt and higher returns when they were used for capital expenditure. They also found negative returns to privately placed convertible bonds. Fields and Mais (1991), however, had found positive returns when firms announced issuance of privately placed convertible debt. They argued that private placement is usually to more informed investors (like banks) and, therefore, information asymmetry is reduced when convertible bonds are privately placed, which results in positive returns. 4. Results 4.1. Statistical background Betas obtained from an ordinary least square (OLS) estimate of the market model provide consistent estimates of the underlying fixed parameters. In this instance, the C The Author C AFAANZ Journal compilation 640 A. Rai / Accounting and Finance 45 (2005) 635–651 assumption of non-stochastic regressors is clearly violated and only asymptotic results can be proven. Under fairly general assumptions, these estimators are asymptotically normal: B1i ∼ AN β1i , σ1i2 , (2) B2i ∼ AN β2i , σ2i2 , where B 1 i (B 2 i ) is (OLS) estimate of pre-issuance (post-issuance) beta, β 1 i (β 2 i ) is true pre-issuance (post-issuance) beta, and σ1i2 (σ2i2 ) is variance of pre-issuance (post-issuance) beta. From this, it is easy to show that the change in the estimated betas provides a consistent estimate of the true change in beta and has an asymptotic normal distribution with variance equal to the sum of the variance of each estimate. Note that because the estimation of pre- and post-betas are constructed from independent observations, the covariance term is zero. That is: Bi = B2i − B1i ∼ AN β2i − β1i , σ1i2 + σ2i2 . (3) Because σ 1 i and σ 2 i are not known, their OLS estimates will be used as: S1i = standard error of B1i , S2i = standard error of B2i . From this result, we can construct statistical tests for a variety of hypotheses concerning the true change in beta. 4.2. Data The data consist of a sample of 158 firms issuing convertible bonds over the period from 1976 to 1988 that were available on Registered Offering Statistics (ROS) data files of the Securities and Exchange Commission (SEC).4 Of these, 149 firms had security returns data in the Center for Research in Security Prices (CRSP) database for a period beginning 150 trading days before the date of issuance and ending 151 trading days after issuance.5 Data were also collected for the value-weighted 4 ROS data files were maintained by the SEC from 1970 to December 1988. Subsequently, the SEC ceased to maintain this data; therefore, the data are limited to 1988. 5 We also calculated beta using the announcement date as the anchor point to divide the time period for estimating pre- and post-betas. Results were essentially the same. For reporting purposes, we selected issuance date because economic changes in firms are likely to take place after funds have been received from issuance, rather than at the time of announcement of proposed issuance itself. C The Author C AFAANZ Journal compilation A. Rai / Accounting and Finance 45 (2005) 635–651 641 market index for the same period.6 Using the date of issuance as t = 0, we estimated a market model for pre-issuance (t = −150 to −16) and post-issuance (t = +16 to +151) periods.7 For each firm, we estimated pre- and post-issuance market betas (B 1 i and B 2 i , respectively) and their estimated standard errors (S 1 i and S 2 i , respectively). In addition, data on the bond ratings of each issue was collected from Standard and Poor’s Bond Guide. The data on the intended use of the funds were collected from the Wall Street Journal announcements. 4.3. Hypothesis testing H 1 : Changes in beta are non-zero. The first hypothesis (in the null form) is that the change in beta is zero for each firm; that is: βi = 0 ∀i. (4) Tables 1 and 2 provide distribution and summary statistics of pre- and post-issuance betas as well as changes in beta. Both pre- and post-issuance betas of the sample firms are, on average, greater than 1, implying an above-average systematic risk. On average, post-issuance beta of firms in the sample is less than the pre-issuance beta. The mean (median) value of the change in beta is −0.088 (−0.102). Assuming each observation of change in beta to be independent and identically distributed, and assuming that the change in beta is distributed normally, we can use the Fama and Macbeth (1973) statistic to test if the change in beta is equal to zero. The Fama and Macbeth test statistic value is −2.41, which has significance at the 5 per cent level for rejecting the hypothesis that the change in beta is equal to zero. To compare the characteristics of our sample with those of other researchers, we calculate abnormal returns for a 2 day window surrounding announcement date. We use the methodology used by Mehta and Khan (1995) to measure abnormal returns. For a 2 day window (day −1 to day 0, where announcement is made on day 0) abnormal returns for our sample are −2.18 per cent, with a t-statistic of −2.56. This compares with results of other papers mentioned in the previous section, which have also documented abnormal negative returns of similar magnitude. A negative change in beta has the potential to exacerbate negative abnormal returns found at the time of issuance: estimated expected returns are higher than the true expected returns. However, the magnitude of the change in beta is not large enough to explain a significant portion of the abnormal negative returns documented in prior research. 6 All the empirical analysis presented in the current paper was also conducted using the equally weighted market index. Results were qualitatively similar to those presented in the present paper. 7 Using 250 days instead of 150 days provided qualitatively similar results. C The Author C AFAANZ Journal compilation 642 Pre-beta <0.200 0.201–0.400 0.401–0.600 0.601–0.800 0.801–1.000 1.001–1.200 1.201–1.400 1.401–1.600 1.601–1.800 1.801–2.000 2.001–2.200 >2.200 Total Post-beta <0.200 0.201– 0.400 2 2 2 4 2 1 3 1 9 0.401– 0.600 2 3 4 3 2 14 0.601– 0.800 2 1 8 4 2 2 2 1 22 0.801– 1.000 1 1 5 6 3 1 2 1 20 1.001– 1.200 1 6 4 8 1 2 22 1.201– 1.400 3 1 3 6 2 2 2 1 1 21 1.401– 1.600 1 0 1 0 1 6 2 0 1 12 1.601– 1.800 1 3 1 0 0 3 1 9 1.801– 2.000 1 0 0 0 0 1 2 0 1 5 2.001– 2.200 1 1 2 >2.200 Total 1 0 0 0 1 1 2 3 1 9 4 4 9 21 22 20 22 9 15 9 8 6 149 Pre-beta (B 1 i ) is the parameter estimate of firm i from the market model using stock return of the issuing firm and the value-weighted market return. Estimation period begins 150 days before the date of issue of the convertible debt and ends 16 days before the issuance. Post-beta (B 2 i ) is the parameter estimate of firm i from the market model using stock return of the issuing firm and the value-weighted market return. Estimation period begins 16 days after the date of issue of the convertible debt and ends 151 days after issuance. A. Rai / Accounting and Finance 45 (2005) 635–651 C The Author C AFAANZ Journal compilation Table 1 Distribution of pre- and post-betas A. Rai / Accounting and Finance 45 (2005) 635–651 643 Table 2 Summary statistics of changes in beta of a firm after issuance of convertible debt Pre-beta (B 1i ) Post-beta (B 2i ) Change in beta (B i ) t-statistics (t i ) n n Mean Median Minimum First quartile Third quartile Maximum 149 149 149 149 1.196 1.108 −0.088 −0.285 1.120 1.025 −0.102 −0.356 −0.065 −0.099 −1.063 −3.148 0.793 0.666 −0.328 −1.156 1.619 1.399 0.110 0.349 2.660 2.915 1.853 3.516 n = sample size. Sample consists of 149 observations of convertible debt issuance from 1976 to 1988. Pre-beta (B 1 i ) is the parameter estimate of firm i from the market model using stock return of the issuing firm and the value-weighted market return. Estimation period begins 150 days before the date of issue of the convertible debt and ends 16 days before the issuance date. Post-beta (B 2 i ) is the parameter estimate of firm i from the market model using stock return of the issuing firm and the value-weighted market return. Estimation period begins 16 days after the date of issue of the convertible debt and ends 151 days after the 2 + S 2 )1/2 . issuance date. Change in beta (B i ) = B 2 i − B 1 i . t i = t-statistic for the ith firm = Bi /(S1i 2i S 1 i = standard deviation of the estimate of pre-beta for firm i. S 2 i = standard deviation of the estimate of post-beta for firm i. We need not restrict ourselves to the assumption of identical distribution for each observation; that is, the assumption that the variance of pre- and post-issuance beta is the same for each observation is not necessary. We test whether change in beta for all firms is from a stable distribution with mean equal to zero. Allowing heteroscedasticity in the sample requires that we calculate weighted mean of change in beta, where weights are proportional to [1/(S12 + S22 )]1/2 . The weighted mean of the change in beta is −0.0847 and the estimated standard error of the weighted mean is 0.0325. The t-statistics for the test of hypothesis that the change in beta is zero is −2.602. For 147 degrees of freedom, it is in excess of the critical value at the 1 per cent level. A more comprehensive test can be constructed if one is willing to accept that t(266) is approximately equal to N(0, 1). Under this approximation and the maintained hypothesis, each of the t-statistics of change in beta in equation (4) has an independent standard normal distribution. Squaring these statistics and summing up results in a (approximate) test statistic: χ 2 = ti2 , (5) which has χ 2 (149) distribution. Table 3 reports the result of a χ 2 -test. The critical value for one-tailed test at 1 per cent significance is 191, and the value of this statistic is 253. Therefore, the data again reject the hypothesis of no change. A much weaker test of the assumption of no change in beta might be obtained using non-parametric methods. Specifically, if the changes in the estimated betas were only because of random sampling errors, one would expect equal probability of positive or negative changes; that is, the probability of a positive change would equal 0.5. Again using the binomial distribution, we can establish a confidence interval for the C The Author C AFAANZ Journal compilation 644 A. Rai / Accounting and Finance 45 (2005) 635–651 Table 3 Test of Hypothesis 1: change in beta (B) is zero Panel A: Binomial test of individual firm’s t-values n Confidence level (p) |t i |∗ N∗ Na σp CL 149 149 149 10% 5% 1% 1.65 1.96 2.56 14.90 7.45 1.49 31.00 22.00 10.00 3.66 2.66 1.21 23.43 13.65 4.32 Panel B: χ 2 -test for the sample Critical value of χ 2 with 149 degrees of freedom for 1% rejection level = χ 2 (149) 0.01 = 191 Observed value of χ 2 for the sample = 253 n = sample size. Sample consists of 149 observations of convertible debt issuance from 1976 to 1988. |t i | = absolute value of t i . N ∗ = expected number of observations if null hypothesis of no change in beta is true = n × confidence level (p). N a = actual number of firms whose t-statistic t i exceeds the critical t-statistic value. σ p = standard deviation of N ∗ , using binomial distribution = v(np(1 − p)). CL = upper bound on the number of rejections for a one-sided tail at 1 per cent level = N ∗ + 2.33 × σ p . number of positive (or negative) changes in beta. At a 1 per cent level of confidence, if the changes in beta are because of random sampling errors, the number of positive changes should be within the interval: (58.78 < n < 90.22). In our sample, the number of firms with a positive change in beta is 55, which lies outside of this interval. Therefore, the data reject the hypothesis that the observed changes in beta are the result of random sampling errors without making any assumptions about the distribution of the individual ∼β i s. H 2 : Changes in beta are determined by bond ratings of issued bonds. As a preliminary test of the effects of bond ratings on the changes in beta, we construct a cross-tabulation of bond ratings (investment grade or speculative grade) versus the ‘standardized’ change in beta (<−1.0, between −1.0 and 0, between 0 and 1.0, and >1.0). We use Standard and Poor’s (S&P) ratings assigned to convertible bonds in our sample at the time of issuance. In the bond market, a rating of BBB− or better by S&P is considered ‘investment grade’, and any rating lower than this is considered ‘below investment grade’. Ratings were obtained from Standard and Poor’s Bond Guide. If data were not available from Standard and Poor’s Bond Guide, then Moody’s Bond Guide was used to find the equivalent Moody rating of an observation. Data were not available for 21 observations. Results are described in Table 4. A χ 2 -test of differences in the distribution of changes in beta across the different classes of bonds has a value of 1.13 with 3 degrees of freedom, well below the critical value of 7.81 for a 5 per cent test. Therefore, we cannot reject the null hypothesis that standardized changes in beta are not determined by bond ratings. C The Author C AFAANZ Journal compilation A. Rai / Accounting and Finance 45 (2005) 635–651 645 Table 4 Test of Hypothesis 2: change in beta (B) is related to the convertible bond rating S&P ratingsa of convertible bonds at the time of issuance Below investment Investment Z < −1 Frequency 12 23 Overall percentage 9.38% 17.97% Row percentage 34.29% 65.71% Column percentage 25.53% 28.40% −1 ≤ Z < 0 Frequency 20 27 Overall percentage 15.63% 21.09% Row percentage 42.55% 57.45% Column percentage 42.55% 33.33% 0≤Z <1 Frequency 9 18 Overall percentage 7.03% 14.06% Row percentage 33.33% 66.67% Column percentage 19.15% 22.22% Z ≥1 Frequency 6 13 Overall percentage 4.69% 10.16% Row percentage 31.58% 68.42% Column percentage 12.77% 16.05% Total frequency 47 81 Total 36.72% 63.28% χ 2 (change in beta is independent of the S&P rating of issued convertible bond) = 1.127c Totalb 35 27.34% 47 36.72% 27 21.09% 19 14.84% 128 100.00% a Standards and Poor’s (S&P’s) rating of the convertible bond at the time of issuance. Investment grade is a rating of BB− or higher; below investment grade is a rating of BB+ or worse. b Total sample size is 149 convertible debts issued between1976 and 1988. Of these, S&P ratings were available for 128 issuances only. c Insignificant at conventional levels (degrees of freedom = 3). H 3 : Changes in beta are determined by intended use of funds from issued bonds. A preliminary test of the effects of reported fund usage on the standardized changes in beta yields also shows no relation to the change in beta. Defining usage as retiring debt or all other (primarily working capital and/or expansion), we obtain the cross-tabulation presented in Table 5. The χ 2 statistic for the independence of fund usage and standardized change in beta is 3.18 with 3 degrees of freedom and is clearly below the critical value of 7.81 for a 5 per cent test. Therefore, we cannot reject the null hypothesis that standardized changes in beta are not determined by the intended use of funds. This evidence suggests that changes in financial leverage might not be an important determinant of the size or significance of the changes in beta. C The Author C AFAANZ Journal compilation 646 A. Rai / Accounting and Finance 45 (2005) 635–651 Table 5 Test of Hypothesis 3: change in beta (B) is related to the use of proceeds Intended use of proceeds from issuance of convertible bondsa Debt retirement General purpose Totalb Z < −1 Frequency 26 11 37 Overall % 20.16% 8.53% 28.68 Row % 70.27 29.73 Column % 29.55 26.83 −1 ≤ Z < 0 Frequency 26 18 44 Overall % 20.16 13.95 34.11 Row % 59.09 40.91 Column % 29.55 43.90 0≤Z <1 Frequency 22 6 28 Overall % 17.05 4.65 21.71 Row % 78.57 21.43 Column % 25.00 14.63 Z≥1 Frequency 14 6 20 Overall % 10.85 4.65 15.50 Row % 70.00 30.00 Column % 15.91 14.63 Total frequency 88 41 129 Total 68.22 31.78 100.00 χ 2 (change in beta is independent of the intended use of proceeds from issuance) = 1.127c a Intended use of funds from issuance of convertible bonds, as described in Wall Street Journal on the date of announcement. Classified into two groups: debt retirement and general purpose. b Total sample size is 149 convertible debts issued between 1976 and 1988. Of these, S&P ratings were available for 128 issuances only. c Insignificant at conventional levels (degrees of freedom = 3). 4.4. Cross-sectional determinants of change in beta As a final test to determine factors that cause change in beta, we conduct a crosssectional regression of the change in beta upon certain financial variables that are likely to affect beta of a firm. These variables are change in debt (as measured by the debt-to-equity) and change in potential dilution of equity upon conversion of convertible bonds (as measured by percentage change in outstanding common shares if convertible bonds are converted). To test the mean-reversion hypothesis, we also include pre-issuance beta as an explanatory variable. We use two control variables: (i) intended use of funds; and (ii) rating of convertible bonds at the time of issuance. C The Author C AFAANZ Journal compilation A. Rai / Accounting and Finance 45 (2005) 635–651 647 Equation (1) provides theoretical reasoning for including change in debt and potential dilution as explanatory variables, as both variables directly impact leverage of a firm, which in turn impacts the beta of a firm. Specifically, we predict that, ceteris paribus, change in beta will be positively related to debt and negatively related to potential dilution of equity upon issuance of convertible bond. Additionally, if the meanreversion hypothesis is true, then the predicted sign of pre-issuance beta should be negative. Using available data, we estimate parameters for the following equation using a cross-sectional OLS regression: βk Xk + ε, (6) β = α + β1 DILUTE + β2 DE + β3 PREBETA + k where β is change in beta of a firm, post-issuance beta – pre-issuance beta, DE is debt-to-equity ratio of a firm, DILUTE is percentage change in common shares reserved for conversion, PREBETA is beta of the firm, before issuance of convertible debt and X k is kth control variable. Data for financial variables were from the COMPUSTAT database. Of the 149 observations in the sample for which change in beta was calculated using the CRSP database, only 108 observations could be matched with the COMPUSTAT database. To investigate whether the loss of observations has introduced a systematic bias in our analysis, we calculated the mean and median of the change in beta (the dependent variable in the regression) for the reduced sample of 108 firms with COMPUSTAT data. The mean and the median of the reduced sample were almost the same as those of the full sample. Results are not reported, for the sake of brevity. Therefore, we believe that the loss of approximately 26 per cent of observations, when matching with COMPUSTAT data, has not introduced any systematic bias in the reduced sample as far as the change in beta is concerned. Nonetheless, our regression results must be interpreted with caution, as our regression sample is likely to contain relatively large firms. The requirement of data for USE and RATING further reduces the sample. To avoid influence of outliers, we eliminate the1 per cent highest and the lowest values for the explanatory variables DE and DILUTE. We use dummy variables for intended use (USE = 1 if the firm retires existing debt from funds; 0 otherwise) and S&P rating (RATING = 1 if the bond is an investment grade; that is, has an S&P rating of BBB− or higher; 0 otherwise). We also add interactive terms with these variables as additional control variables as follows: USE∗ DE = USE × DE, USE∗ DILUTE = USE × DILUTE, RATING∗ DE = RATING × DE, RATING∗ DILUTE = RATING × DILUTE. C The Author C AFAANZ Journal compilation 648 A. Rai / Accounting and Finance 45 (2005) 635–651 If the data for USE or RATING were not available or if RATING was classified as ‘not rated’, then the observation was dropped from further analysis. For comparative purposes, each model uses the same number of observations for which data for all variables are available. The regression sample, with complete data for all variables, consists of 98 observations. Results from the estimation of equation (6) using an OLS regression are reported in Table 6. We report the main model with additional control variables as well. We also created interaction terms of PREBETA with USE and PREBETA with RATING. Results with these variables did not provide additional insight and, therefore, were not reported, for the sake of brevity. In general, the model shows explanatory power for all versions. The F-value of the regression is significant at the 1 per cent level for most models reported in the table. We report t-statistics for DILUTE, DE and PREBETA variables using the onetailed test, because we make theoretical predictions about respective signs of these variables: − for DILUTE, + for DE and − for PREBETA. Parameter estimates of these variables are in the predicted directions for all regressions and are statistically significant at conventional levels. DILUTE and PREBETA variables are significant at the 5 per cent level or better for all models. This indicates that: (i) dilution potential of a convertible bond plays a significant role in the change in beta of a firm; and (ii) there is significant mean-reversion effect. The parameter estimate of DE is also significant at the 5 per cent level or better for most models. Neither USE nor RATING emerges as a significant variable in explaining changes in beta. The regression results for these variables reconfirm conclusions drawn from χ 2 -tests in Tables 4 and 5 presented earlier. 5. Conclusion The present paper presents evidence that shows that around the time of the issuance of convertible bonds: (i) the systematic risk (beta) of a firm changes; (ii) that, on average, these changes are negative; but that (iii) there is significant heterogeneity across firms and nearly 40 per cent have increases in beta. We also noted a significant reversion to the mean. A regression of change in beta on potential explanatory variables indicates that, after controlling for mean-reversion, dilution from convertible bond and increase in debt-to-equity ratio are significant variables in explaining cross-sectional differences in changes in beta, but bond ratings and the intended use of fund do not. Given that short window event studies have reported negative abnormal returns at the time of issuance, the decline in beta documented in the present paper indicates that these results are somewhat overstated; but the magnitude of decline is not sufficient to explain negative abnormal returns observed at the time of issuance. Implications of our results are more critical for long-duration windows that have studied post-issuance performance. For these studies, negative abnormal returns would be overstated by 10 per cent of the market return. C The Author C AFAANZ Journal compilation β = α + β1 DILUTE + β2 DE + β3 PREBETA + βk Xk + ε k Model 1 t-statistics 2 t-statistics 3 t-statistics 4 t-statistics 5 t-statistics n 98 98 98 98 98 Intercept −0.045 (−0.600) 0.141 (1.220) 0.160 (0.940) 0.122 (0.930) 0.224 (1.530) DILUTE (−) DE (+) PREBETA (−) −0.751 (−2.57)a −0.656 (−2.27)b −0.711 (−2.33)b −0.961 (−2.86)a −0.792 (−2.53)a 0.828 (1.86)b 0.942 (2.15)b 0.956 (1.81)b 1.353 (2.71)a 0.887 (1.84)b — — −0.183 (−2.10)b −0.196 (−2.14)b −0.188 (−2.17)b −0.203 (−2.28)b Control variables F-value USE RATING USE∗ DE USE∗ DILUTE RATING∗ DE RATING∗ DILUTE — — — — 0.050 (0.460) 0.112 (0.480) — — — — — — −0.061 (−0.523) — — −0.167 (−0.960) — — — — — — −0.702 (−1.100) — — — — — — — — 1.225 (1.800)c — — — — — — — — — — −1.716 (−0.870) — — — — — — — — −1.868 (1.250) 4.13d 4.28d 2.681e 2.85e 2.47e n = sample size used in the regression. DILUTE = percentage change in common shares if convertible bonds are converted into common shares = 100 × COMPUSTAT [item # 40]/[item # 25]. Top and bottom 1 per cent observations of DILUTE are deleted. DE = change in long-term debt divided by equity = COMPUSTAT [item # 9]/[item # 25]. Top and bottom 1 per cent observations of DE are deleted. USE = 1, if funds from convertible bonds issue were used to repay existing debt; 0 otherwise. RATING = 1, if Standard and Poor’s rating (or equivalent Moody’s rating) is BBB− or better; 0 otherwise. USE∗ DE = USE × DE; USE∗ DILUTE = USE × DILUTE; RATING∗ DE = RATING × DE; RATING∗ DILUTE = RATING × DILUTE. a One tailed significance at 1 per cent level. b One tailed significance at 5 per cent level. c Two tailed significance at 10 per cent level. d F-test significant at 1 per cent level. e F-test significant at 5 per cent level. A. Rai / Accounting and Finance 45 (2005) 635–651 C The Author C AFAANZ Journal compilation Table 6 Ordinary least squares estimates of equation (6): 649 650 A. Rai / Accounting and Finance 45 (2005) 635–651 References Abhyankar, A., and A. Dunning, 1999, Wealth effects of convertible bond and convertible preference share issues: an empirical analysis of the UK market, Journal of Banking and Finance 23, 1043–1065. Brennan, M., and A. Kraus, 1987, Efficient financing under asymmetric information, Journal of Finance 42, 1225–1243. Brennan, M., and E. E. Schwartz, 1988, The case for convertibles, Journal of Applied Corporate Finance 1, 55–64. Chang, S. C., S. S. Chen, and Y. Liu, 2004, Why firms use convertibles: a further test of the sequential-financing hypothesis, Journal of Banking and Finance 25, 1163– 1183. Cornelli, F., and O. Yosha, 2003, Stage financing and the role of convertible debt, Review of Economic Studies 70, 1–32. Dann, L., and W. H. Mikkelson, 1984, Convertible debt issuance, capital structure change and financing related information: some new evidence, Journal of Financial Economics 13, 157–186. Davidson, W. N., J. L. Glascock, and T. V. Schwartz, 1995, Signaling with convertible debt, Journal of Financial and Quantitative Analysis 30, 425–440. Eckbo, E. B., 1986, Valuation effects of corporate debt offerings, Journal of Financial Economics 15, 119–151. Fama, E., and J. D. Macbeth, 1973, Risk, return and equilibrium-empirical tests, Journal of Political Economy 81, 607–632. Fields, L. P., and E. L. Mais, 1991, The valuation effect of private placements of convertible debt, Journal of Finance 26, 327–349. FASB (Financial Accounting Standards Board), 1998, Accounting for convertible securities with beneficial conversion features or contingently adjusted conversion ratios, Emerging Issue Task Force Issue No. 98-5 (Financial Accounting Standards Board, Norwalk, CT). FASB (Financial Accounting Standards Board), 2002, Determining whether certain conversions of convertible debt to equity securities are within the scope of FASB Statement No. 84, Emerging Issue Task Force Issue No. 02-15 (Financial Accounting Standards Board, Norwalk, CT). Green, R., 1984, Investment incentives, debt, and warrants, Journal of Financial Economics 13, 115–136. Hansen, R., and C. Crutchley, 1990, Corporate earnings and financings: an empirical analysis, Journal of Business 63, 347–372. IASB (International Accounting Standards Board), 2003a, Financial instruments: recognition and measurement, International Accounting Standards No. 39 (International Accounting Standards Board, London). IASB (International Accounting Standards Board), 2003b, Financial instruments: disclosures and presentations, International Accounting Standards No. 32 (International Accounting Standards Board, London). Jen, F. C., D. Choi, and S. H. Lee, 1997, Some new evidence on why companies use convertible bonds, Journal of Applied Corporate Finance 10, 44–53. Jensen, M. C., and W. H. Meckling, 1976, Theory of the firm: managerial behavior, agency costs and ownership structure, Journal of Financial Economics 3, 305–360. Lewis, C. M., R. J. Roglaski, and J. K. Seward, 1999, Is convertible debt a substitute for straight debt or common equity? Financial Management 28, 5–27. Lewis, C. M., R. J. Roglaski, and J. K. Seward, 2002, Risk changes around convertible debt offerings, Journal of Corporate Finance 8, 67–80. Mayers, D., 1998, Why firms issue convertible bonds: the matching of financial and real investment options, Journal of Financial Economics 15, 83–102. C The Author C AFAANZ Journal compilation A. Rai / Accounting and Finance 45 (2005) 635–651 651 Mehta, D., and Q. Khan, 1995, Convertible bond issues: evidence from securities markets, Financial Review 30, 781–807. Mikkelson, W. H., and M. M. Partch, 1986, Valuation effects of security offerings and the issuance process, Journal of Financial Economics 15, 31–60. Myers, S., 1977, Determinants of corporate borrowings, Journal of Financial Economics 8, 147–175. Stein, J., 1992, Convertible bonds as backdoor equity financing, Journal of Financial Economics 32, 3–21. C The Author C AFAANZ Journal compilation
© Copyright 2026 Paperzz