Forced Conversion

What Is a Forced Conversion?

Forced conversion occurs when the issuer of a convertible security exercises their right to call the issue. In doing so, the issuer forces the holders of the convertible security to convert their securities into a predetermined number of shares.

Oftentimes, issuers choose to initiate a forced conversion when interest rates have declined significantly since their convertible security was issued. In such a scenario, the forced conversion benefits the security issuer because it allows them to reduce their interest burden and potentially issue new debt securities at a lower interest rate.

How Forced Conversions Work

Forced conversions are one of the risks faced by buyers of convertible securities, which are a type of debt instrument that can be converted into shares of underlying stock. For example, a convertible bond might give the investor the right to exchange their debt instrument into a certain number of shares in the company issuing the bond. Depending on how the price of the shares changes over time, the bondholder may feel that they are better off exercising their conversion privilege and becoming a common shareholder.

In some cases, convertible securities are also callable, meaning that they give the issuer the right to force the security holder to convert their holdings. In the case of convertible bonds, for example, this would prompt a forced conversion of the bonds into a predetermined number of common shares. Since forced conversions are initiated at the discretion of the security issuer, they are generally not favorable to investors. For this reason, securities that can be called by the issuer generally trade at a discount relative to comparable securities that do not have this provision.

When deciding to purchase a convertible security, the investor will consider the security’s conversion ratio. The conversion ratio specifies how many shares of the issuing company the investor would receive if a forced conversion is triggered. For instance, a convertible bond with a 10-to-1 conversion ratio would allow the bondholder to exchange each $1,000 of par value into 10 shares of stock. If the stock price rises after the bond has been purchased, this would make it more tempting for the bondholder to exercise this option. Likewise, it might also encourage the convertible bond issuer to call the bond, triggering a forced conversion.

Real-World Example of a Forced Conversion

Michaela is a retail investor with a portfolio of convertible bonds. Her largest single position is in the convertible bonds of XYZ Enterprises, which she purchased with a conversion ratio of 25-to-1. Michaela has invested $100,000 into XYZ’s convertible bonds, and the company’s shares were trading for $40 at the time that she purchased them.

Recently, Michaela received notice from XYZ that they had elected to call her convertible bonds, triggering a forced conversion of her debt into equity. Because the bonds offered a conversion ratio of 25 shares for every $1,000 of par value, this means that Michaela was forced to exchange her $100,000 of XYZ bonds for 2,500 shares of XYZ common stock. At the time of the forced conversion, XYZ’s shares were still trading at $40, meaning that the value of Michaela’s common shares was still $100,000, the same as before the conversion.

Michaela reasoned that XYZ probably decided to force the conversion because interest rates had declined significantly since the convertible bonds were issued. By forcing the conversion, XYZ relinquished their existing debt, freeing themselves to borrow new funds at lower interest rates. Michaela, meanwhile, has the option to either keep her common shares or else sell them and invest the proceeds elsewhere.