Tag Archives: hybrid instruments

Converts on a comeback

My initial reaction, from a shareholder view-point, when a firm issues a convertible bond is negative and I suspect that many other investors feel the same. My experience as a shareholder of firms that relied on such hybrid instruments has been varied in the past. Whether it’s a sign that a growing firm has limited options and may have put the shareholder at the mercy of some manipulative financier, or the prospect that arbitrage quants will randomly buy or sell the stock at the whim of some dynamic hedging model chasing the “greeks”, my initial reaction is one of discomfort at the uncertainty of how, by whom, and when my shareholding may be diluted.

In today’s low risk premia environment, it’s interesting to see a pick-up in convertible issuances and, in the on-going search for yield environment, investors are again keen on foregoing some coupon for the upside which the embedded call option that convertibles may offer. Names like Tesla, AOL, RedHat, Priceline and Twitter have all been active in recent times with conversion premiums averaging over 30%. The following graph shows the pick-up in issuances according to UBS.

click to enlargeConvertible Bond Market Issuances 2004 to 2014

Convertible bonds have been around since the days of the railroad boom in the US and, in theory, combining the certainty of a regular corporate bond with an equity call option which offers the issuer a source of low debt cost at a acceptable dilution rate to shareholders whilst offering an investor the relative safety of a bond with a potential for equity upside. The following graphic illustrates the return characteristics.

click to enlargeConvertible Bond Illustration

The problem for the asset class in the recent past came when the masters of the universe embraced convertible arbitrage strategies of long/short the debt/equity combined with heavy doses of leverage and no risk capital. The holy grail of an asymmetric trade without any risk was assumed to be at hand [and why not, given their preordained godness…or whatever…]! Despite the warning shot to the strategy that debt and equity pricing can diverge when Kirk Kerborian’s increased his stake in General Motors in 2005 just after the debt was downgraded, many convertible arb hedge funds continued to operate at leverage multiples of well in excess of 4.

The 2008 financial crisis and the unwinding of dubious lending practises to facilitate hedge fund leverage, such as the beautifully named rehypothecation lending by banks and brokers (unfortunately the actual explanation sounds more like a ponzi scheme), caused the arbitrage crash not only across convertibles but across many other asset classes mixed up in so called relative value strategies. This 2010 paper, entitled “Arbitrage Crashes and the Speed of Capital”, by Mark Mitchell and Todd Pulvino is widely cited and goes into the gory detail. There were other factors that exacerbated the impact of the 2008 financial crisis on the convertible debt market such as market segmentation whereby investors in other asset classes were slow to move into the convertible debt market to correct mis-pricing following the forced withdrawal of the hedge funds (more detail on this impact in this paper from 2013).

Prior to the crisis, convertible arb hedge funds dominated the convertible bond market responsible for up-to 80% of activity. Today, the market is dominated by long only investors with hedge funds only reported to be responsible for 25% of activity with those hedge funds operating at much lower leverage levels (prime brokers are restricted to leverage of less than 1.5 times these days with recent talk of an outright rehypothecation ban for certain intermediaries on the cards). One of the funds that made it through the crash, Ferox Capital, stated in an article that convertible bonds have “become the play thing of long only investors” and that the “lack of technically-driven capital (hedge funds and proprietary trading desks) should leave plenty of alpha to be collected in a relatively low-risk manner” (well they would say that wouldn’t they!).

The reason for my interest in this topic is that one of the firms I follow just announced a convertible issue and I wanted to find out if my initial negative reaction is still justified. [I will be posting an update on my thoughts concerning the firm in question, Trinity Biotech, after their Q1 results due this week].

Indeed, the potential rehabilitation of convertible bonds to today’s investors is highlighted by the marketing push from people like EY and Credit Suisse on the benefits of convertible bonds as an asset class to insurers (as per their recent reports here and here). EY highlight the benefit of equity participation with downside protection, the ability to de-risk portfolios, and the use of convertible bonds to hedge equity risk. Credit Suisse, bless their little hearts, go into more technical detail about how convertibles can be used to lower the solvency requirement under Solvency II and/or for the Swiss Solvency Test.

With outstanding issuances estimated at $500 billion, the market has survived its turbulent past and it looks like there is life left in the old convertible bond magic dog yet.

Size of notional CDS market from 2001 to 2012

Sometime during early 2007 I recall having a conversation with a friend who was fretting about the dangers behind the exponential growth in the unregulated credit default swap (CDS) market. His concerns centred on the explosion in rampant speculation in the market by way of “naked” CDS trades (as opposed to covered CDS where the purchaser has an interest in the underlying instrument). The notional CDS market size was then estimated to be considerably higher than the whole of the global bond market (sovereign, municipal, corporate, mortgage and ABS). At the time, I didn’t appreciate what the growth in the CDS market meant. Obviously, the financial crisis dramatically demonstrated the impact!

More recently the London Whale episode at JP Morgan has again highlighted the thin line between the use of CDS for hedging and for speculation. Last week I tried to find a graph that illustrated what had happened to the size of the notional CDS market since the crisis and had to dig through data from the International Swaps and Derivatives Association (ISDA) to come up with the graph below.

click to enlarge

Size of notional CDS market 2001 to 2012

Comparing the size of the notional CDS market to the size of the bond market is a flawed metric as the notional CDS market figures are made up of buyers and sellers (in roughly equal measures) and many CDS can relate to the same underlying bond. Net CDS exposures are only estimated to be a few percent of the overall market today although that comparison ignores the not inconsiderable counterparty risk. Notwithstanding the validity of the comparison, the CDS market of $25 trillion as at the end of 2012 is still considerable compared to the approximate $100 trillion global bond market today. The dramatic changes in the size of both the CDS market (downward) and the bond market (upward) directly reflect the macroeconomic shifts as a result of the financial crisis.

The financial industry lobbied hard to ensure that CDS would not be treated as insurance under the Dodd-Frank reforms although standardized CDS are being moved to clearing houses under the regulations with approximately 10% of notional CDS being cleared in 2012 according to the ISDA. The other initiative to reduce systemic risk is portfolio compression exercises across the OTC swap market whereby existing trades are terminated and restructured in exchange for replacement trades with smaller notional sizes.

Although the industry argues that naked CDS increase the liquidity of the market and aid price discovery, there is mixed research on the topic from the academic world. In Europe, naked CDS on sovereign bonds was banned as a result of the volatility suffered by Greece during the Euro wobbles. The regulatory push of OTC markets to clearing houses does possibly raise new systemic risks associated with concentration of credit risk from clearing houses! Other unintended consequences of the Dodd Franks and Basel III regulatory changes is the futurization of swaps as outlined in Robert Litan’s fascinating article.

Anyway, before I say something silly on a subject I know little about, I just wanted to share the graph above. I had thought that the specialty insurance sector, particularly the property catastrophe reinsurers, may be suited for a variation on a capital structure arbitrage type trade, particularly when many such insurers are increasingly using sub-debt and hybrid instruments in their capital structures (with Solvency II likely to increase the trend) as a recent announcement by Twelve Capital illustrates. I wasn’t primarily focussed on a negative correlation type trade (e.g. long equity/short debt) but more as a way of hedging tail risk on particular natural catastrophe peak zones (e.g. by way of purchasing CDS on debt of a overexposed insurer to a particular zone). Unfortunately, CDS are not available on these mid sized firms (they are on the larger firms like Swiss and Munich Re) and even if they were they would not be available to a small time investor like me!