Hybrid Securities

A category of assets that combines the traits of debt and equity in one product.

Author: Josh Pupkin
Josh Pupkin
Josh Pupkin
Private Equity | Investment Banking

Josh has extensive experience private equity, business development, and investment banking. Josh started his career working as an investment banking analyst for Barclays before transitioning to a private equity role Neuberger Berman. Currently, Josh is an Associate in the Strategic Finance Group of Accordion Partners, a management consulting firm which advises on, executes, and implements value creation initiatives and 100 day plans for Private Equity-backed companies and their financial sponsors.

Josh graduated Magna Cum Laude from the University of Maryland, College Park with a Bachelor of Science in Finance and is currently an MBA candidate at Duke University Fuqua School of Business with a concentration in Corporate Strategy.

Reviewed By: Sid Arora
Sid Arora
Sid Arora
Investment Banking | Hedge Fund | Private Equity

Currently an investment analyst focused on the TMT sector at 1818 Partners (a New York Based Hedge Fund), Sid previously worked in private equity at BV Investment Partners and BBH Capital Partners and prior to that in investment banking at UBS.

Sid holds a BS from The Tepper School of Business at Carnegie Mellon.

Last Updated:December 8, 2023

What are Hybrid Securities?

Hybrid securities are a category of assets that combines the traits of debt and equity in one product.

Up to a specific deadline, such composite assets provide a consistent, constant, or variable rate of return or yield. After that time, the asset owner has a range of alternatives, such as converting the collateral into the baseline asset.

As a result, in contrast to a portion of ownership, the owner obtains a fixed rather than a variable cash flow and profitability. In contrast to a fixed-interest security or debt, the holder has the capability to turn the financial asset into the baseline stock.

Compared to flat interest instruments, composite financial assets are organized differently.

Some act more like the open market stocks into which they may convert, whilst others perform more like flat interest financial instruments in pricing.

In a marketplace or through a brokerage, composite financial assets are bought and traded.

When such securities reach maturity, some hybrids pay their nominal value back to the purchaser, while others offer tax concessions.

Due to high costs, composite financial assets could be challenging to manage and might be considered an exotic type of debt.

Key Takeaways

  • The owner of hybrid security obtains a fixed, rather than a variable, cash flow and profitability. In contrast to a fixed-interest security or debt, the holder has the capability to turn the financial asset into the baseline stock.
  • A convertible bond is a type of debenture that allows the holder to convert it into a predetermined number of shares of common stock in the issuing company or cash of equal value, provided that it has a maturity of more than ten years. 
  • A component of share capital known as preferred stock is often regarded as a hybrid instrument since it might have any combination of characteristics that common stock does not, including characteristics of both an equity and a debt instrument.
  • A cumulative preferred mandate is that to ever pay common-stock dividends again; a corporation must make up for any missed or underpaid dividends later.
  • Noncumulative preferred stock is a stock without this characteristic; any dividends passed are lost if not reported.
  • PIKs are utilized if the target's purchase price exceeds the maximum leverage for which lenders are prepared to offer a senior loan, a second lien loan, or a mezzanine loan or if there is no cash flow sufficient to repay a line of credit.
  • A pre-packaged structured finance investment strategy based on a single asset, a basket of securities, options, indices, commodities, debt issuance, foreign currencies, and to a lesser extent, derivatives, is known as a structured product.

Types of Hybrid Securities

The various types of Hybrid Securities are:

Capital Bonds

A convertible bond is a type of debenture that allows the holder to convert it into a predetermined number of shares of common stock in the issuing company or cash of equal value, provided that it has a maturity of more than ten years.

Organizations with good potential growth and poor credit rating are more likely to issue convertible bonds.

Due to the fact that the issuers promise to provide a set or variable interest rate, much like in the case of ordinary bonds, in exchange for the investor's money, convertible bonds are likewise regarded as debt securities.

A convertible bond often has a coupon rate lower than that of comparable, non-convertible debt to make up for the increased value created by the option to convert the bond into equity.

The conversion into equity might increase the value of the investment for the investor, while the cash flow from coupon payments and the return of the principal at maturity limit any possible downside.

The concept of convertible arbitrage, in which a long position in the convertible bond is balanced by a short position in the underlying equities, is naturally brought about by these characteristics, which means that convertible bonds frequently trade below market price.

Reduced cash interest payments are the main advantage of raising capital by issuing convertible bonds from the issuer's point of view.

Companies that issue convertible bonds benefit because their debt is eliminated if the bonds are converted to equity.

The stock dilution anticipated when bondholders convert their bonds into new shares offsets the advantage of lower interest payments by lowering the value of shareholders' ownership.

As a type of debt that converts to equity in a subsequent round of funding, convertible notes are also frequently used as a vehicle for seed investment in start-up businesses.

How does it work?

Hybrid securities provide risk in the form of investing and pay the nominal rate of return if the underlying asset is successful, eliminating the need for the investor to value the company, again and again, to know when the returns accrued.

The simplest convertible arrangements are vanilla convertible bonds. They allow the holder to convert into a predetermined number of shares at a predetermined conversion price.

Especially in the US market, mandatory convertibles are a popular version of the vanilla subtype.

As the name suggests, a mandatory convertible would compel the holder to convert into shares at maturity.

These assets would frequently have two conversion prices, which would be comparable to the profiles of a "risk reversal" option strategy.

A less frequent variant, reverse convertibles are often issued artificially.

The conversion price would serve as a knock-in short put option; when the stock price fell below the conversion price, the investor would be exposed to the underlying stock performance and no longer be able to redeem the bond at par.

This would be the reverse of the vanilla structure.

Straight bonds wrapped around a call option or warrant are what are known as packaged convertibles or occasionally "bond + option" arrangements.

The investor might then typically trade each leg individually.

The Packaged Convertibles would thus have distinct dynamics and dangers as, at maturity, the holder would receive not cash or shares but some cash and maybe some shares, even though the initial payment is identical to a standard one.

For instance, they would be missing the standard, modified duration mitigation effect of convertible structures.

A kind of required convertible is a contingent convertible. If a pre-specified trigger event happens, such as when the value of the company's assets falls below the value of its guaranteed debt, they are immediately converted into stock.

Preferred Stocks

A component of share capital known as preferred stock is often regarded as a hybrid instrument since it might have any combination of characteristics that common stock does not, including characteristics of both an equity and a debt instrument.

Given that the assets of the firm are receivable to the returnee stock bond and may have precedence over common stock in the payment of dividends and upon liquidation

Preferred stocks are senior to common stock but subservient to bonds in terms of claim or rights to their part of those assets.

The articles of association, or articles of incorporation, of the issuing firm, provide information on the preferred stock's terms.

The same big credit rating firms that rate bonds also rate preferred stocks.

Because preferred dividends do not carry the same assurances as interest payments from bonds and preferred stockholders' claims are subordinate to all creditors, their ratings are often lower than those of bonds.

Like preferred stock, preferred equity is a private investment where the common stock isn't sold publicly. As a result, venture capital lacks the official bond rating of preferred stock.

In dividend distributions, preferred stock is given precedence. The enterprise must pay the indicated preferred stock dividends before or simultaneously with any dividends on the common stock, even though the preference does not guarantee the payout of dividends.

Cumulative & Non-cumulative Preference Shares

Both cumulative and noncumulative preferred stock is available.

A cumulative preferred mandate is that to ever pay common-stock dividends again; a corporation must make up for any missed or underpaid dividends later.

With each successive dividend period—which may be periodic, semi-annually, or yearly increase.

A dividend is considered to have passed if it is not paid on time; all given dividends on a cumulative stock are combined to form overdue dividends.

Noncumulative, or straight, preferred stock is a stock without this characteristic; any dividends passed are lost if not reported.

A set liquidation value may or may not be attached to preferred shares.

This shows how much money was invested in the firm when the shares were initially distributed.

Unless otherwise agreed upon, preferred stock has a claim on the liquidation profits of a stock company equal to its par value or disposal value.

The ordinary shares claim, which only has a prior claim, is subordinate to this claim.

Disadvantages of Preference Shares

The annual return on almost all preferred shares has been discussed and fixed. In most cases, the dividend is stated as a percentage of the par value or as a set sum.

It is possible to negotiate floating dividends on preferred shares, which would mean that they would fluctuate in line with an interest rate for the overall market.

For unusual events like the issue of new shares, the approval of a firm purchase, or the election of directors, some preferred shares have special voting rights.

However, most preferred shares do not come with voting rights.

When the preferred dividends are in arrears for an extended period of time, certain preferred shares acquire voting rights.

Everything is subject to change depending on the rights given to the preferred shares at the time of formation.

Preferred stocks provide a company with an alternative source of funding, such as pension-led funding.

Preferred stocks provide a company with an alternative funding source, such as pension-led funding.

Payments are necessary with conventional debt; skipping a payment would place the business in violation.

By designing preferred shares with a poison pill, forced exchange, or conversion mechanism that is activated following a change in control, corporations can employ preferred shares to avoid hostile takeovers.

PIK Loan

A high-risk loan or bond known as a PIK allows borrowers to pay interest through more credit instead of liquid money.

Due to the possibility of rapid growth in debt and the potential for significant losses for lenders, if the borrower is unable to repay the loan, it is, therefore, a costly and risky financing vehicle.

The interest payment schedule is established at the time of issue for true PIKs, sometimes called "obligate" PIKs.

In other words, there is no change from one period to the following other than what was planned at the time of issuance.

Entirely this is planned and agreed upon at the time of issue. Interest must be paid exclusively in kind, via a combination of cash and in-kind interest, or through all cash at a particular point in time.

PIK toggles, commonly referred to as "pay if you want," are somewhat less dangerous than PIKs since borrowers pay cash interest and have the option to switch to payment in kind at any time.

The borrower may occasionally be able to pick some portion of the interest, often half, while paying the remaining balance in cash; alternatively, only a portion of the interest may be paid in kind, with the remaining balance being given money.

In Leveraged Buyouts (LBO), PIKs are utilized if the target's purchase price exceeds the maximum leveraging for which lenders are prepared to offer a senior loan, a second lien loan, or a mezzanine loan, or if there is no cash flow sufficient to repay a line of credit.

It is often given to the acquisition vehicle, which might be another business or a special-purpose corporation rather than the objective.

Compared to senior loans, second-lien loans, and mezzanine loans of the same transaction, PIKs in leveraged buyouts often have a significantly greater interest and fee burden.

The acquirer must be very careful when determining if the cost of a PIK does not surpass the internal rate of return of an equity investment when the yield exceeds 20% annually.

PIKs are distinguished by a highly subordinated security hierarchy and are often unprotected.

The PIK typically comes with a detachable warrant—the right to buy a specific number of shares of stock or bonds at a specific price for a specific amount of time.

Some other mechanism enables the lender to share in the future success of the company. Maturities typically last longer than five years.

Because PIK interest is significantly greater than debt with higher priorities, compound interest makes up most of the repayable principal.

Additionally, PIK loans sometimes include a high refinancing risk, which means that if the borrower's business does not perform well throughout the payback period, the cash flow will likely not be sufficient to repay the whole amount borrowed.

PIK lenders prefer strong growth potential borrowers. The loan's flexibility means that borrowers or structures have almost no restrictions.

Additionally, the accrued interest is often tax deductible, giving the borrower a sizable tax break.

Structured Products

A pre-packaged structured finance investment strategy based on a single asset, a basket of securities, options, indices, commodities, debt issuance, foreign currencies, and to a lesser extent, derivatives, is known as a structured product.

Although there are many different types of underlying assets and derivatives in structured products, they may be categorized in the same categories, notwithstanding their heterogeneity.

A desk often hires a qualified "structurer" to create and oversee its structured product offering.

Structured investments developed in response to the demands of businesses seeking more affordable loan issuance. A convertible bond may have been issued to accomplish this.

Investors would accept lower interest rates in the interim in exchange for a better return should the stock value rise and the bond be converted at a profit.

The benefit of this tradeoff is questionable, though, given the possibility of unpredictability in the movement of the company's share value.

From the perspective of the trader, structuring refers to tailoring a specific return stream; structured products can be used as a substitute for direct investments, as a step in the asset allocation process to lower a portfolio's risk exposure, or to take advantage of the current market trend.

From the issuer's perspective, structuring entails combining various financial instruments already on the market to provide the required return function for the customer.

Many times options and swaps are too expensive and involve too many transactions for the average investor to handle.

As a result, structured products were developed to address specific demands that could not be satisfied by the standardized financial instruments currently on the market.

The price will inevitably be lower the more absurd the notion and the shorter the time it has to play out.

A principal guarantee function, which gives protection of the principal if held to maturity, is a feature of various structured products.

Researched & authored by Aviral Mathur I LinkedIn

Reviewed & edited by Divya Ananth | LinkedIn

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