If you’re looking for an investment that offers both fixed income and potential equity ownership, convertible debentures might catch your eye. These are long-term debt instruments that can be converted into equity shares of the issuing company. Unlike traditional fixed deposits, convertible debentures offer liquidity, higher yield, and the possibility of capital appreciation. Let’s explore how they work and what they entail as an investment option.
Understanding Convertible Debentures
Convertible debentures are debt instruments that give you the option to convert them into equity shares after a specified period. Companies issue them to raise funds while offering you regular interest payments. Unlike traditional loans, they don’t have any collateral backing, making them unsecured.
The interest rate on convertible debentures is generally lower than regular debt. Why? Because they come with the added potential of becoming equity shares if you decide to convert them. This conversion option can be beneficial if the company’s stock price rises, giving you the chance to own shares instead of just receiving interest. Companies also gain tax benefits, as the interest paid on these debentures can be claimed as a tax deduction.
How Do Convertible Debentures Work?
With knowledge of convertible debenture meaning, you can better understand how this instrument works. Convertible debentures function as a hybrid security, combining features of both debt and equity. Here’s how they work:
Step 1:
Issuance: The company issues convertible debentures, paying fixed interest at regular intervals.
Step 2:
Conversion Option: After a predetermined period, the bondholders can exercise their option to change their debentures into equity shares of the issuing company. The conversion ratio and conversion price are specified at the time of issuance.
Step 3:
Maturity: If investors choose not to convert, they can hold the debentures until maturity and receive the principal amount back.
For instance, suppose a company issues ₹1,000 worth of convertible debentures with a 6% interest rate. After three years, investors can opt to change these into equity shares at a predetermined price of ₹50 per share. If the share price rises above ₹50, the investor benefits from the price appreciation.
Types of Convertible Debentures
Parameter
| Fully Convertible Debentures
| Partly Convertible Debentures
|
Definition
| Entire value converts into equity shares.
| Only a portion is convertible into equity shares.
|
Capital Base
| Leads to higher equity capital.
| Leads to a lower equity capital increase.
|
Financing Flexibility
| High debt-equity ratio.
| Moderate debt-equity ratio.
|
Classification
| Classified entirely as equity.
| Convertible part is equity; non-convertible part is debt.
|
Conversion Ratio
| Predetermined at issuance.
| Determined at issuance.
|
Popularity
| Commonly preferred by companies without a strong track record.
| More suitable for established companies.
|
Features of Convertible Debentures
The chief distinguishing features of convertible debentures are listed below:
Conversion Price:
This is the price at which a debenture can be changed into equity shares. It is determined based on factors like market value and anticipated equity performance.
Conversion Ratio:
Indicates the number of shares received against each debenture.
Coupon Payment:
The interest paid on the debentures, typically lower than regular debt instruments.
Convertible Value:
The market value of the equity shares obtained through conversion.
Timing of Conversion:
The duration after which the conversion can occur, usually ranging from 1 to 5 years.
Market Price:
Reflects the debenture’s value in the market, factoring in its conversion potential.
Advantages and Risks of Convertible Debentures
Advantages:
Income: Offers fixed interest income along with potential capital gains from share conversion.
Risk Management: Provides a cushion against equity risk, as investors can choose not to convert.
Priority in Liquidation: In the event of liquidation, debenture holders are prioritized over equity shareholders.
Capital Appreciation: Allows investors to benefit from rising stock prices while still receiving interest income.
Risks:
Equity Risk: The share price may drop after conversion, reducing the value of the investment.
Default Risk: Unlike secured debt, convertible debentures are generally unsecured, increasing the risk of default.
Investor Rights: In case of liquidation, convertible debenture holders may not have priority over other creditors.
Convertible Debentures vs. Non-Convertible Debentures
Now that you know what is a convertible debenture, let’s try to understand the differences between convertible and non-convertible debentures:
Feature
| Convertible Debentures
| Non-Convertible Debentures
|
Conversion
| The debenture can be changed into equity shares.
| Cannot be converted into equity shares.
|
Interest Rate
| Lower, due to conversion option.
| Higher, as there is no conversion feature.
|
Maturity Value
| Linked to equity share price.
| Fixed maturity value.
|
Risk
| Lower, as there is potential equity upside.
| Higher, as there is no equity conversion option.
|
Investor Status
| Holds dual status as creditor and shareholder.
| Remains a creditor only.
|
Convertible Debentures in the Indian Market
In India, convertible debentures have gained popularity as a hybrid investment tool, offering the dual benefits of fixed income and potential equity gains. SEBI regulates their issuance to ensure transparency and protect investor interests. Companies use them to raise funds without diluting equity immediately, while investors gain access to fixed interest payments and potential share appreciation.
Conclusion
Convertible debentures serve as a strategic investment option for those looking to balance debt and equity exposure. By offering interest income along with the possibility of converting into equity, they provide a blend of stability and growth potential. Before investing, consider the company’s financial health, conversion terms, and overall market outlook to make an informed decision.