VALUING CORPORATE SECURITIES: SOME EFFECTS OF BOND INDENTURE PROVISIONS

Abstract

In a recent paper 3 presented an explicit equilibrium model for valuing options. In this paper they indicated that a similar analysis could potentially be applied to all corporate securities. In other papers, both 8 and 11 noted the broad applicability of option pricing arguments. At the same time Black and Scholes also pointed out that actual security indentures have a variety of conditions that would bring new features and complications into the valuation process. Our objective in this paper is to make some general statements on this valuation process and then turn to an analysis of certain types of bond indenture provisions which are often found in practice. Specifically, we will look at the effects of safety covenants, subordination arrangements, and restrictions on the financing of interest and dividend payments. This last assumption is quite important and needs some amplification. Until very recently this was the standard framework for discussions of contingent claim pricing. Increasing evidence, however, indicates that it may not be completely. Appropriate.1 The instantaneous variance may be some other function of the firm value, and possibly dependent on time as well.2 It may also depend on other random variables. Furthermore, discontinuities associated with jump processes may be important.3 Nevertheless, this assumption provides a useful setting for the points we want to make and facilitates comparison with earlier results. Suppose the firm has outstanding only equity and a single bond issue with a promised final payment of P. At the maturity date of the bonds, T, the stockholders will pay off the bondholders if they can. If they cannot, the ownership of the firm passes to the bondholders. So at time T, the bonds will have the value min(V, P) and the stock will have the value max(V – P, 0). Now this formulation already implicity contains several assumptions about the bond indenture. The fact that σ 2 , p ( V , t ) and p ′ ( V , t ) , and P were assumed known (and finite) implies that the bond contract renders them determinate by placing limiting restrictions on, respectively, the firm's investment, payout, and further financing policies. Furthermore, it assumes that the fortunes of the firm may cause its value to rise to an arbitrarily high level or dwindle to nearly nothing without any sort of reorganization occurring in the firm's financial arrangements. More generally, there may be both lower and upper boundaries at which the firm's securities must take on specific values. The boundaries may be given exogenously by the contract specifications or determined endogenously as part of an optimal decision problem. The indenture agreements which we will consider serve as examples of a specified or induced lower boundary at which the firm will be reorganized. An example of an upper boundary is a call provision on a bond.4 Also, the final payment at the maturity date may be a quite arbitrary function of the value of the firm at that time" ξ(V(T)). It will be helpful to look at this problem in a way discussed in 5.5 The valuation equation (1) does not involve preferences, so a solution derived for any specific set of preferences must hold in general. In particular, the relative value of contingent claims in terms of the value of underlying assets must be consistent with risk neutrality.6 If we know the distribution of the underlying assets in a risk-neutral world, then we can readily solve a number of valuation problems.7 We can in our problem think of each security as having four sources of value: its value at the maturity date if the firm is not reorganized before then, its value if the firm is reorganized at the lower boundary, its value if the firm is reorganized at the upper boundary, and the value of the payouts it will potentially receive. Although the first three sources are mutually exclusive, they are all possible outcomes given our current position, so they each contribute to current value. The contribution to the total value of a claim of any of its component sources will in a risk neutral world simply be the discounted expected value of that component. The contribution of the potential value at the reorganization boundaries is somewhat different. Formerly we knew the time of receipt of each potential payment but not the amount which would actually be received. Here the amount to be received at each boundary is a known function specified by the contract, but the time of receipt is a random variable. However, its distribution is just that of the first passage time to the boundary, and the approach taken by Cox and Ross can still be applied. This development also disposes of uniqueness problems, since economically inadmissible solutions to the valuation equation are automatically avoided by the probabilistic approach. However, it cannot be applied directly to situations where the boundaries must be determined endogenously as part of an optimal stopping problem. Actual payouts by firms, of course, occur in lumps at discrete intervals. In many situations it is more convenient and perfectly acceptable to represent these payouts as a continual flow. Many other times, however, it is preferable to explicitly recognize the discrete nature of things. This is particularly true in optimal stopping problems when the structure of the problem dictates that decisions will be made only at these discrete points. An example in terms of options would be an American call on a stock paying discrete dividends. Restrictions on the financing of coupon payments to debt, which we will discuss later, provides an example in terms of corporate liabilities. To solve these problems we could work recursively, with the terminal condition at each stage determined by the solution to the previous stage. Start at the last payment date. If a decision is made to stop at this point, the claimholder receives a payoff given by the terms of the contract. If he does not stop, his payoff is the value of a claim with one more period to go, given that the value of the firm is its current value minus the payment. This value is determined by the payment to be received at the maturity date. The claimholder can then determine his optimal decision rule. With the optimal decision rule specified, we can find the value of the claim as a function of firm value at the last decision point. At the next-to-last decision point we would face an identical problem except that the value function we just found would take the place of the function giving the payment to be received at the maturity date, By working backward we can find the value of the claim at any time. Note that this gives only an approximate solution when the optimal decision points are actually continuous in time. However, we could always get a better approximation by adding more discrete decision points, even though no payouts are being made at these additional points. Throughout the paper we will make use of the relationship between the equilibrium expected return on any of the individual securities of the firm, v, and the (exogenously determined) equilibrium expected return on the total firm, μ. As given in 3 and 9, this is ν − r = ( V f υ / f ) ( μ − r ) . Furthermore, since the process followed by any individual security is a transformation of that governing the total value of the firm, its instantaneous variance will be σ 2 V 2 [ f v ] 2 . Thus we can write the ratio of the instantaneous standard deviation of the rate of return on any individual security to that of the firm as V f v / f . Another way to say this is that in equilibrium the excess expected return per unit of risk must be the same for all of the firm's securities. The elasticity V f υ / f thus conveys the essential information about relative risk and expected return. In subsequent use of the term elasticity, we will always be referring to this function. In this section we will consider the effects of safety covenants on the value and behavior of the firm's securities. Safety covenants are contractual provisions which give the bondholders the right to bankrupt or force a reorganization of the firm if it is doing poorly according to some standard. One standard for this may be the omission of interest payments on the debt. However, if the stockholders are allowed to sell the assets of the firm to meet the interest payments, then this restriction is not very effective. In this situation a natural form for a safety covenant is the following: if the value of the firm falls to a specified level, which may change over time, then the bondholders are entitled to force the firm into bankruptcy and obtain the ownership of the assets. In this form of agreement, interest payments to the debt do not play a critical role, so we will assume that the firm has outstanding only a single issue of discount bonds. We will, however, assume that the contractual provisions allow the stockholders to receive a continuous dividend payment, aV, proportional to the value of the firm. With a continuous time analysis, it is quite reasonable for the time dependence of the safety covenant to take an exponential form, so we will let the specified bankruptcy level, C 1 ( t ) , be C e − γ ( T − t ) . This formula holds for all C e − γ ( T − t ) ⩽ P e r ( T − t ) . An interesting choice is C e − γ ( T − t ) = ρ P e − r ( T − t ) , with 0 ⩽ ρ ⩽ 1 , so that the reorganization value specified in the safety covenant is a constant fraction of the present value of the promised final payment. For clarity in making comparisons, we will use only this form below. 9 has extensively studied in this setting the properties of discount bonds when there are no safety covenants and no dividends. Rather than repeat parts of his analysis, we will focus on properties which are particular to the existence of safety covenants. The most basic properties, such as the fact that B is an increasing function of V and t and a decreasing function of σ 2 ,r, and a remain the same. It is easy to verify that B is an increasing function of ρ. Contrary to what is sometimes claimed, premature bankruptcy is not in itself detrimental for the bondholders. It is in their interests to have a contract which will force bankruptcy as quickly as possible. If bankruptcy occurs, the total ownership of the firm will pass to the bondholders, and this is the best they can achieve in any circumstances. A second look shows that B is a convex function of ρ, going to P e − r ( T − t ) , the riskless value, as ρ goes to one. The elasticity of B is a decreasing concave function of ρ, going to zero as ρ goes to one, so a higher bankruptcy level always makes the debt safer. The elasticity of the stock is an increasing convex function of ρ. Safety covenants provide a floor value for the bond which limits the gains to stockholders from somehow circumventing the other indenture restrictions. For example, as either σ 2 or a goes to infinity, the value of the bonds goes to ρ P e − r ( T − t ) rather than zero. Similarly, if we compare the riskiness of bonds of firms differing only in investment policy or dividend policy, we find important differences for large values of a and σ 2 . If ρ = 0 , the elasticity is an increasing concave function of a, going to one as a goes to infinity. If ρ > 0 , the elasticity has an initial increasing concave segment, but then reaches a maximum, followed successively by decreasing concave and convex segments going to zero as a goes to infinity. The behavior of the elasticity with respect to the variance is for small values of σ 2 qualitatively the same as the case with no safety covenant, but as σ 2 becomes large, it approaches zero rather than one-half. The behavior of the elasticities with respect to the value of the firm is also interesting and is shown in Figure 1. When the stock is entitled to receive dividends, as the value of the firm declines, we find that the riskiness and expected return of the stock first increases, then decreases, and finally increases again as the value approaches the bankruptcy boundary. Intuitively we could think of this in the following way. For values of V near the boundary it is quite likely that the stockholders will lose everything and their claim is accordingly quite risky. As V increases, we reach a stage where bankruptcy is no longer imminent, but it is most unlikely that anything will be left for the stockholders at the maturity date. The value of the stock derives almost solely from the value of the dividends it is entitled to receive, and these are proportional to the value of the firm and hence have unitary elasticity. As V increases further, the major part of the stock's value becomes due to the uncertain amount it may receive at the maturity date, and hence the riskiness increases. Finally, as V reaches a very high level, it becomes virtually certain that the bonds will be redeemed in full and the stock becomes equivalent to a levered position in the firm as a whole, with degree of leverage V / ( V − P e − r ( T − t ) ) . Current Value of the Firm Another common form of indenture agreement involves the subordination of the claims of one class of debt holders, the junior bonds, to those of a second class, the senior bonds. At the maturity date of the bonds, payments can be made to the junior debt holders only if the full promised payment to the senior debt holders has been made. Suppose that both classes of bonds are discount bonds, and let the promised payments to senior and junior debt be, respectively, P and Q. Then at the maturity date the value of each of the firm's securities will be as shown in Table 1. The discussion in the first section suggested that the values of junior and senior discount bonds, and correspondingly of options with different exercise prices, could be given a geometric interpretation. Consider the case with no payouts and no safety covenants. Depict graphically the distribution function Φ ( V ( T ) , T | V ( t ) , t ) . Then as shown in Figure 2, the values of the firm's securities can be interpreted as areas above the distribution function, when these areas are multiplied by the discount factor e − r ( T − t ) . Security Values as Areas Above the Distribution Function which is represented by the indicated area. Subordination does indeed achieve its anticipated effect of giving the senior bonds a larger value than they would have if they were the corresponding fraction of an undifferentiated bond issue. That is, the value of the senior bonds will be greater than P / ( P + Q ) times the value of a single issue with promised payment P + Q . This follows directly from the concavity of discount bonds in the final payment. The effects of a safety covenant on the subordinated debt are just as we would expect. J is initially a decreasing convex function of ρ, reaching a minimum when ρ = 1 . For ρ > 1 , it is an increasing convex function, reaching a maximum when ρ = P + Q . For values of ρ < 1 , the benefits of the safety covenant accrue entirely to the senior bondholders and are partly at the expense of the junior bondholders as well as the stockholders. As ρ increases, the junior bondholders begin to receive benefits as well, and finally the entire expense falls upon the stockholders. In the remainder of this section we will let ρ = 0. Again unlike the senior debt, the value of the junior debt can be an increasing function of σ 2 . Analysis of the function shows J is an increasing (decreasing) function of σ 2 for V less than (greater than) V ∗ . This means that the bondholders as a group may under some circumstances have conflicting interests with respect to changes in the total riskiness of the firm's investment policy. To fully protect the value of their claims, the senior bondholders must insist on the sole right to approve investment policy changes which will increase the business risk of the firm. As we might now expect, J can be an increasing function of time to maturity. Unlike the senior debt, it is possible for the junior debt to be worthless at maturity, and if such a development is imminent, the junior bondholders would find it in their interests to try to extend the maturity date of the entire bond issue. Although it is possible for the value of the junior bonds to be either a decreasing or increasing function of the interest rate, it is always a decreasing function of the dividend rate. The behavior of the elasticity with respect to time until maturity for the relevant firm and parameter values is shown in Figure 3. Time Until Maturity 1 = V < P , 2 = P < V < P + Q , 3 = P + Q < V … … = ( r − a ) < 1 2 σ 2 , … . = ( r − a ) ⩾ 1 2 σ 2 Suppose now that the firm has interest paying bonds outstanding. In this section we will see that it is quite important how the stockholders are allowed to raise the money to make the payments to the bondholders. Previous studies of interest paying bonds have assumed that the stockholders are allowed to sell the assets of the firm to make these payments. Many bonds have contractual provisions which limit the extent to which this can be done. To focus on the effects of these restrictions, suppose that the sale of assets for this purpose is in fact completely forbidden. Interest payments, and any dividend payments, must be financed by issuing new securities. To protect the value of their claim the bondholders must also require that the new securities be equity or subordinated bonds. For concreteness suppose the bonds have a promised final payment of P and make periodic interest payments of c = P e r t ′ , where t ′ is the interval between payments. If an interest payment is not made, the firm is in default and the promised payment P becomes due immediately. The bonds would then be worth min ( V , P + c ) . Since this is the maximum value the bonds can possibly have, the bondholders would always be glad to see a payment missed, and correspondingly the stockholders would always want to make the payment if there is any way they possibly can. However, they may not be able to. This would happen whenever the value of the equity after the payment is made, if it is made, would be less than the value of the payment. Even if the present stockholders offered an equity issue which would dilute their own interest to virtually nothing, they would still find no takers for it. All of this can occur when the assets of the firm still have substantial value. It provides one explanation, along with the safety covenants discussed earlier, of the observed fact that many firms end up in bankruptcy and reorganization even though their total value may be quite significant. Under these conditions the use of junior debt, and the exact terms of the junior debt, have important implications. Suppose that of restrictions or of ownership the junior bondholders are to play a cannot at some date to a change in their contract or take an part in the firm. To protect in these the junior bondholders must require that any subsequent debt be subordinated to their However, issuing any junior debt at all in this situation would actually the senior bondholders and the stockholders. This is it would then be more likely that a payment will be and the bondholders will take over the firm. To see consider the value of the claims after a payment has been made. In an to raise the money to in fact make that payment the stockholders were able to up for sale the total value of the firm less the value of the senior bonds, now they can only the total value less the value of both the senior and junior bonds. The senior bondholders would be better and that the junior debt was at a the would have to out of the of the stockholders. If it is possible for the junior to change their will be different. may find it in their interests to the issue of additional debt rather than allow a payment to be In the of junior debt could be completely by a contract of the following Suppose that in the junior debt indenture it is specified that if the stockholders f

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