Convertible Bond
Convertible Bond
A corporate bond that can be converted into a fixed number of shares of common stock at the bondholder's option. Features a lower coupon rate than non-convertible bonds (compensated by equity upside potential), a fixed conversion ratio set at issuance, and hybrid characteristics providing downside protection (bond floor) with upside participation (stock appreciation). Conversion makes sense when stock price exceeds parity price.
A tech company issues a $1,000 convertible bond with a 3% coupon and conversion ratio of 20 shares. An investor receives $30 annual interest and can convert into 20 shares anytime. If the stock trades at $60, conversion value is $1,200 (20 × $60), exceeding the $1,000 par value. Parity price (where conversion value equals bond value) is $50 per share ($1,000 ÷ 20 shares). When stock exceeds $50, conversion becomes profitable.
Students confuse who has the conversion option (bondholder chooses, not issuer who has call option), don't understand parity calculation (bond par ÷ conversion ratio = parity price), confuse convertible bonds with callable bonds (different features), or forget that lower coupon compensates for equity conversion privilege.
How This Is Tested
- Calculating conversion ratio, parity price, and conversion value given bond and stock prices
- Determining when conversion makes economic sense (stock price vs. parity price)
- Understanding why convertible bonds pay lower coupons than non-convertible bonds
- Identifying suitability for investors seeking downside protection with upside potential
- Recognizing that bondholder (not issuer) controls conversion decision
Example Exam Questions
Test your understanding with these practice questions. Select an answer to see the explanation.
James, age 42, is moderately aggressive and believes a mid-cap technology company will experience significant growth over the next 3-5 years, but he's concerned about downside risk if his analysis is wrong. He wants exposure to the company's potential upside while limiting losses. Which of the following securities would be MOST appropriate?
B is correct. A convertible bond is ideal for James's situation because it provides a bond floor (downside protection from the fixed coupon and principal repayment) while allowing participation in equity upside through the conversion option. If the stock rises, he can convert to shares and profit. If the stock falls, he still receives coupon payments and principal at maturity, limiting downside loss.
A doesn't address his downside risk concern; common stock exposes him to full equity volatility without protection. C provides downside protection but offers no upside participation in the growth he anticipates, defeating his growth thesis. D offers some downside protection through fixed dividends but lacks the conversion feature that allows equity participation, and preferred stock still carries more downside risk than bonds.
The Series 65 exam tests suitability of convertible bonds for investors seeking balanced risk-reward profiles. Convertible bonds are appropriate for moderately aggressive investors who want equity exposure with downside protection. This concept appears frequently in scenario questions testing your ability to match hybrid securities to client objectives.
Which of the following statements about convertible bonds is TRUE?
C is correct. The bondholder (investor) has the conversion option, not the issuer. This is a fundamental characteristic: the investor controls when (or if) to convert the bond into a predetermined number of common shares based on the fixed conversion ratio established at issuance.
A is incorrect because convertible bonds pay LOWER coupons than similar non-convertible bonds. Investors accept lower interest in exchange for the equity conversion privilege and potential upside. B is incorrect because the BONDHOLDER controls conversion, not the issuer (though the issuer may have a separate call feature to redeem the bond, which is different from forcing conversion). D is incorrect because convertible bonds DO have interest rate risk; they behave like bonds when the stock price is low, experiencing price declines when interest rates rise.
The Series 65 exam frequently tests who controls the conversion decision and why convertible bonds pay lower coupons. Understanding that the bondholder has the conversion option (not the issuer) is critical for answering questions about convertible bond mechanics, pricing, and suitability.
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A is correct. Calculate conversion value: 25 shares × $45 per share = $1,125. Calculate parity price: $1,000 par value ÷ 25 shares = $40 per share. Parity price is where the conversion value equals the bond's par value. Since the stock trades at $45 (above the $40 parity price), the conversion value ($1,125) exceeds par value ($1,000), making conversion potentially attractive.
B incorrectly uses $1,000 as conversion value (that's par, not conversion value) and $45 as parity (that's current stock price, not parity). C correctly calculates conversion value but incorrectly uses current stock price as parity. D uses bond par as conversion value (wrong) but correctly identifies $40 parity price. Remember: parity price = bond par ÷ conversion ratio.
Parity calculations appear frequently on the Series 65 exam. You must understand that parity price is the stock price where conversion value equals bond par value (par ÷ ratio), and conversion value is shares × current stock price. When stock exceeds parity, conversion becomes economically attractive.
All of the following statements about convertible bonds are accurate EXCEPT
C is correct (the EXCEPT answer). The conversion ratio is FIXED at issuance and does NOT change based on stock performance. It represents the number of shares the bondholder will receive per bond upon conversion. While some convertible bonds have anti-dilution provisions for stock splits or dividends, routine performance-based adjustments are not a feature.
A is accurate: the bond floor (investment value based on coupon and principal) provides downside protection; even if the stock becomes worthless, the bond retains value as a debt instrument. B is accurate: convertible bonds pay lower coupons than comparable non-convertible bonds because investors accept lower interest in exchange for the conversion privilege. D is accurate: bondholders maintain creditor status (priority over equity holders) while having the option to convert and participate in equity appreciation.
The Series 65 exam tests comprehensive understanding of convertible bond features. The fixed conversion ratio is fundamental to pricing and valuation calculations. Understanding that this ratio doesn't change (absent corporate actions like splits) is critical for correctly analyzing conversion opportunities and bond values.
A company issues a $1,000 convertible bond with a 4% coupon, convertible into 20 shares of common stock. The stock currently trades at $55 per share, and comparable non-convertible bonds yield 6%. Which of the following statements are TRUE?
1. The conversion value exceeds the bond's par value
2. The bond pays a lower coupon than non-convertible bonds to compensate for the conversion feature
3. Converting now would be economically beneficial compared to holding the bond
4. The issuer can force the bondholder to convert into stock
B is correct. Statements 1, 2, and 3 are TRUE.
Statement 1 is TRUE: Conversion value = 20 shares × $55 = $1,100, which exceeds the $1,000 par value. The bond is trading above parity (parity price = $1,000 ÷ 20 = $50 per share; stock at $55 exceeds this).
Statement 2 is TRUE: The convertible bond pays 4% while comparable non-convertible bonds yield 6%. Investors accept the lower coupon in exchange for the equity conversion privilege and upside potential.
Statement 3 is TRUE: Since conversion value ($1,100) exceeds par value ($1,000), converting yields $100 immediate gain. However, bondholders should also consider future upside potential, coupon income, and tax implications before converting.
Statement 4 is FALSE: The bondholder controls the conversion decision, not the issuer through direct mandate. However, issuers can effectively force conversion by calling the bond when it trades above the call price—bondholders must then choose between accepting the call price or converting (and will convert if conversion value exceeds call price). This scenario is called "forced conversion" in industry terminology.
The Series 65 exam tests multi-dimensional analysis of convertible bonds, including conversion value calculations, coupon comparisons, economic decision-making, and understanding who controls conversion. You must integrate pricing (parity), features (lower coupon), and mechanics (bondholder's option) to answer complex questions correctly.
💡 Memory Aid
Think of convertible bonds as a backstage pass with an upgrade option: You paid for a regular seat (bond with coupon), but you can convert to front row (stock) if the band gets popular. Key: YOU choose when to upgrade (bondholder's option, not issuer's), and you paid less for the ticket (lower coupon) because of the upgrade privilege. Parity = Break-even point ($1,000 bond ÷ 20 shares = $50 parity price).
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Where This Appears on the Exam
This term is tested in the following Series 65 exam topics:
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