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Convertibles and warrants

How a convertible bond works, why Graham mistrusted new ones and condemned warrants, and Zweig's view of convertibles today.

FinanceGraham ch. 16About 6 min: 4 reading, 2 practiceUpdated

General education, not financial advice.

After this lesson you can
  • Work out a convertible's conversion value and premium
  • Explain why Graham mistrusted new convertibles, especially late in a bull market
  • Explain why Graham said warrants reduce the value of the common stock

Builds toward: Judge a company. Read a company's accounts, apply Graham's tests, and make a rough valuation.

The Intelligent Investor: Benjamin Graham's ideas: lesson 18 of 25
  1. Graham ch. 1
  2. Investment versus speculation 4 min
  3. Graham ch. 2
  4. Inflation and the investor 4 min
  5. Graham ch. 3
  6. A century of market history 5 min
  7. Graham ch. 4
  8. The defensive investor's portfolio 4 min
  9. Graham ch. 8
  10. Mr. Market 5 min
  11. Living with fluctuations 5 min
  12. Graham ch. 9
  13. Investing in funds 5 min
  14. Costs and the market
  15. Is advice worth paying for? 7 min
  16. Reading the accounts
  17. The balance sheet always balances 5 min
  18. Graham ch. 5
  19. Defensive investors and stocks 4 min
  20. Graham ch. 6
  21. What the enterprising investor avoids 4 min
  22. Graham ch. 11
  23. Security analysis for the lay investor 4 min
  24. Graham ch. 12
  25. Per-share earnings and their traps 4 min
  26. Graham ch. 7
  27. What the enterprising investor does 5 min
  28. Graham ch. 13
  29. Comparing four companies 4 min
  30. Graham ch. 14
  31. The defensive investor's screen 4 min
  32. Graham ch. 15
  33. The enterprising investor's screen 7 min
  34. Graham ch. 16
  35. Convertibles and warrants 6 min
  36. Graham ch. 17
  37. Four extreme case histories 7 min
  38. Graham ch. 18
  39. Eight pairs of companies 7 min
  40. Graham ch. 19
  41. Shareholders, managements and dividends 5 min
  42. Graham ch. 20
  43. Margin of safety (1): the idea 5 min
  44. Margin of safety (2): in practice 7 min
  45. Graham appendix 1
  46. The superinvestors of Graham-and-Doddsville 6 min
  47. Graham postscript
  48. Graham today 7 min

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Pairs with Graham, The Intelligent Investor, revised edition with commentary by Jason Zweig (HarperBusiness, 2003), chapter 16, "Convertible Issues and Warrants"

What it is

A convertible is a bond (or preferred share) that the holder can exchange for a fixed number of the company's common shares.

  • The conversion ratio is how many shares you get for one bond.
  • The conversion value is that number of shares times the share price: what the bond would be worth if converted today.
  • The conversion premium is how far the bond's price is above its conversion value.

Graham's own example: a 6% bond bought at 100 (per 100 of face value), convertible into stock at 25, so a 1,000 bond converts into 40 shares. If the stock goes to 30, the bond is worth at least 40 × 30 = 1,200, that is 120, and it might sell at 125.

A warrant is a long-term right to buy new shares from the company at a set price.

Quick check

Tap an answer to check it.

  1. A 1,000 bond converts into 50 shares, and the share price is 16. What is its conversion value?

    Show answer

    800. 50 × 16 = 800.

Why it matters

Not the best of both worlds. Convertibles are sold as giving the safety of a bond and the upside of a stock. Graham points out that a device cannot make a bargain better for both sides: the buyer usually gives up quality or yield, and the company gives up part of its shareholders' future gains.

Timing. Graham notes that most convertibles are issued late in bull markets; Zweig adds that even weak companies' shares then look good enough to make conversion attractive. When the market then falls, the conversion right loses its appeal, and sometimes the bond's safety is in doubt too.

  • In Graham's 1946 sample, new convertible and participating preferred shares fell about 30% on average to their lows, against about 9% for straight (non-convertible) ones.
  • From 1968 to 1970, his sample of 20 convertible preferreds fell an average of 29%, while the S&P 500 fell 11.3%.

The holder's dilemma. Even a winning convertible poses a question: sell on a small rise, or hold for more? Graham's own example is Eversharp's convertible bonds, bought at par. The stock rose until the bonds were worth over 220. The bonds were called and converted, and some of the original buyers kept the stock, which then collapsed. The bonds' value fell to about 27, a loss of three-quarters of the original price. Hence the old Wall Street rule Graham quotes: "Never convert a convertible bond." Once you convert, you lose the bond's prior claim on interest and become a shareholder, usually after a big rise.

Graham's verdict. Look "more than twice" at any new convertible. The ideal is a strongly secured convertible, into a stock that is itself attractive, at a price only a little above the market. Such cases are more often found among older issues than new ones.

Warrants. Graham calls them close to fraud. A warrant takes part of the value of the existing shares and puts it on a separate certificate, so the common stock is worth less while warrants are outstanding. Reported earnings per share often ignore this. His simplest correction: add the warrants' market value to the shares' market value when judging the price.

Zweig's commentary (2003). Convertibles "behave like stocks" more than bonds: he reports that their returns were about 83% correlated with the S&P 500 and only about 30% with Treasury bonds. Citing a convertibles specialist, he notes that many are now medium-term, about half are investment-grade, and many carry call protection, which makes them less risky than in Graham's day. Small lots are costly to trade, so a low-cost convertible fund is the practical route; he warns against any convertible fund with yearly expenses over 1%. In a footnote he adds that warrants have become rare among major companies.

Worked example

Zweig's example: a convertible note paid 47.50 a year and converted into 24.24 shares. At the end of 2002 the shares were at 5.66.

  • Conversion value: 24.24 × 5.66 ≈ 137.20.
  • The note traded at 881.30.
  • Conversion premium: 881.30 ÷ 137.20 − 1 ≈ 5.42, or 542%.

The buyer is paying for the interest and the eventual repayment, not for the conversion right. The share price would have to rise more than sixfold before converting made sense.

Common mistake

Buying a new convertible because it "can't lose much and might gain a lot". Graham's records show new convertibles doing worse than straight issues in falling markets, because they are often issued by weaker companies near market tops. The convertible form alone makes an issue neither good nor bad; the facts of each issue decide.

Key terms

convertible
a bond or preferred share the holder can exchange for common shares
conversion ratio
the number of shares received for one convertible
conversion value
conversion ratio × share price
conversion premium
how far a convertible's price is above its conversion value
warrant
a long-term right to buy new shares from the company at a set price
call
the company paying off a bond early

Practise the key terms

Tap a card to turn it over. 6 cards.

FrontBack
convertiblea bond or preferred share the holder can exchange for common shares
conversion ratiothe number of shares received for one convertible
conversion valueconversion ratio × share price
conversion premiumhow far a convertible's price is above its conversion value
warranta long-term right to buy new shares from the company at a set price
callthe company paying off a bond early

Practice

Work it through

A convertible bond with face value 1,000 converts into 40 shares. The shares trade at 20, and the bond trades at 950.

Quick quiz

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  1. Why did Graham expect new convertibles as a group to do badly?

    Show answer

    Most are issued late in bull markets, and many by weaker companies. When the market falls, the conversion right fades and the issue's own weakness shows.

  2. What is the reason behind "Never convert a convertible bond"?

    Show answer

    Converting gives up the bond's prior claim and makes you a shareholder, usually after a big rise. The Eversharp holders who converted rode the stock down to a large loss.

  3. According to Graham, what happens to the value of a company's common stock when large amounts of warrants are outstanding?

    Show answer

    It is worth less, because part of its value has been moved to the warrants. His correction is to add the warrants' market value to the shares' market value.

In short

  • A convertible's conversion value is shares × price; its premium is how far its price is above that.
  • Graham: the buyer pays for conversion with quality or yield; new convertibles cluster late in bull markets and fall hard afterwards.
  • "Never convert a convertible bond": Eversharp holders who did lost three-quarters.
  • Warrants reduce the value of the common; add their market value when judging the price.
  • Zweig (2003): convertibles act like stocks, are safer than in Graham's day, and are best held through a low-cost fund.

Mastery check

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  1. A bond converts into 40 shares and the stock is at 30. What is its conversion value per 1,000 bond?

    Show answer

    1,200 (40 × 30).

  2. In Graham's 1968–1970 sample, how did convertible preferreds compare with the S&P 500?

    Show answer

    They fell an average of 29%, against 11.3% for the S&P 500.

  3. What yearly expense limit does Zweig set for a convertible bond fund?

    Show answer

    1%; he says never buy one with expenses above that.

Further reading