Preferred Stocks & Convertibles Topic 8 I. Preferred Stocks 1 A. Characteristics • 1. Hybrid Securities – a. – b. – c. – d. Pay Dividends CS Equity Ownership CS Prior Claim Bond Fixed Dividends Bond 2 A. Characteristics (continued) • 2. Advantages / Disadvantages – a. – b. – c. – d. – e. High Current Income Safety Low Unit Cost ($10-$25/Share) Inflation -- not a good hedge Lacks capital gain potential 3 A. Characteristics (continued) • 3. Sources of Value – a. Dividend Yield P=D/K D = Dividend K = Required Return 4 B. Usual Features of Preferred Stock • 1. Voting – Usually nonvoting but does have contingent voting rights. This is the right to elect some of the directors. – Usually have the right to vote for approval on the issuance of additional Preferred Stock. • 2. Maturity and Call – Typically Preferred Stock has no maturity date (like C/S). – The typical Preferred is callable. 5 B. Usual Features of Preferred Stock (continued) • 3. Sinking Fund – 40% of Preferred issues have this agreement, usually found in public utility Preferred • 4. Dividends – Cumulative VS Noncumulative • 5. Convertibility – Preferred is typically nonconvertible – 1/3 of Preferred are convertible 6 C. Yields • 1. Compared with Bonds, Preferred are typically higher. Why? • 2. Pattern – Similar to Bonds • 3. Yields have tended to be relatively unstable. This suggests a higher degree of risk. 7 D. Analysis of Preferred Stock • 1. Assets/Share – Example: • Assume: TA = $110 TD = $50 • 1 million Preferred Shares • with $10 par – The “Net Asset/Share” would be $60 million = $60/Share 1 million shares – This would cover Par 6 x 8 D. Analysis of Preferred Stock (continued) • 2. Preferred Stock Ratings – S&P Rating : AAA to C 9 E. Preferred Stock as an Investment • 1. Better suited for the Institution • 2. Does not share in earnings • 3. Does not have the security of Bonds, more volatile • 4. Only becomes attractive when the yield is greater than Bonds 10 Preferred Stocks & Convertibles Topic 8 II. Convertible Securities 11 A. Characteristics • 1. Hybrid possessing the features and performance qualities of both fixed income and equity securities • 2. Should be viewed primarily as a form of equity • 3. Provide the “Equity Kicker” • 4. A “Deferred Equity” 12 B. Convertible Bonds • 1. Issued as Debentures • 2. Over time, may be converted into a certain number of shares • 3. Normally “Freely Callable” which may lead to “Forced Conversion” 13 B. Convertible Bonds (continued) • 4. Options at forced conversion – Convert to shares – Redeem the Bond for cash at the stipulated call price • 5. Conversion Privilege – Stipulates the conditions and nature of the conversion – Initial waiting period of 6 months to 2 years – Conversion period may have a limited life 14 B. Convertible Bonds (continued) • 6. Conversion Ratio – Number of common shares which the Bond may be converted into – Example: A Ratio of 20 states that a $1000 Bond may be converted into 20 shares of the Common • Implied conversion price is $50/Share • Ratios are normally fixed but can be variable • Ratios are adjusted for stock splits 15 C. Sources of Value of Convertibles • 1. Convertible Securities trade like a Common Stock. They derive value from the Common Stock. – Example: Assume a Convertible has a ratio of 20 and the Stock sells for $45. If the conversion price is $50 ($1000/20), then for every point the stock goes up or down the Convertible Security will move by 20x. – Hence, Price of Convertible Security in example is: $45 * 20 = $900 16 D. Risk • 1. Risk is a function of the issue’s fixed income and equity characteristics. • 2. Fixed income nature defines its floor price. • 3. Equity nature defines its ceiling price. 17