Contingent Convertible Debt: The Impact on Equity Holders

Contingent Convertible (CoCo) is a hybrid debt issued by banks with a specific feature forcing its conversion to equity in the event of the bank’s financial distress. CoCo carries two major risks: the risk of default, which threatens any type of debt instrument, plus the exclusive risk of mandatory conversion. In this paper, we propose a model to value CoCo debt instruments as a function of the debt ratio. Although the CoCo is a more expensive instrument than traditional debt, its presence in the capital structure lowers the cost of ordinary debt and reduces the total cost of debt. For preliminary equity holders, the presence of CoCo in the bank’s capital structure increases the shareholder’s aggregate value.

PRICING SOVEREIGN CONTINGENT CONVERTIBLE DEBT

We develop a pricing model for Sovereign Contingent Convertible bonds (S-CoCo) with payment standstills triggered by a sovereign’s Credit Default Swap (CDS) spread. We model CDS spread regime switching, which is prevalent during crises, as a hidden Markov process, coupled with a mean-reverting stochastic process of spread levels under fixed regimes, in order to obtain S-CoCo prices through simulation. The paper uses the pricing model in a Longstaff–Schwartz American option pricing framework to compute future state contingent S-CoCo prices for risk management. Dual trigger pricing is also discussed using the idiosyncratic CDS spread for the sovereign debt together with a broad market index. Numerical results are reported using S-CoCo designs for Greece, Italy and Germany with both the pricing and contingent pricing models.

Social Enterprise Law

Social Enterprise Law presents a series of audacious legal technologies designed to unleash the potential of social enterprise. Until now, the law has been viewed as an obstacle to social entrepreneurship, too inflexible to embrace for-profit businesses with a social mission at their core. Legislators have poured resources into creating hybrid corporate forms such as the benefit corporation to eliminate barriers to the creation of social enterprises. That first generation of social enterprise law has not done enough. The authors provide a framework for future legislation to do what benefit corporations have not: create durable commitments by social entrepreneurs and investors to balance financial gains and social mission by putting a speed limit on profits. They show how sophisticated investors need not wait for the advent of these legislative changes, outlining a contingent convertible debt instrument that relies instead on financial engineering to build trust between those with capital and those ready to use it to nurture a double bottom line. To allow social enterprises to harness the vast power of the crowd, they develop a tax regime that would provide crowdfunding platforms the means to screen the commitment of for-profit startups. Armed with these tools of social enterprise law 2.0 and the burgeoning metrics of measuring public benefit, entrepreneurs and investors can navigate even the turbulent waters of exit without sacrificing mission, so that a sale need not mean selling out.

From Form to Finance

This chapter describes how social enterprise founders and investors can use financial instruments to credibly signal their double-bottom-line commitments to each other. Its main example is a contingent convertible debt instrument that would constrain both investors and entrepreneurs from unilaterally abandoning social mission in favor of profit. The instrument’s low yield and long term would reassure entrepreneurs by screening in only investors willing to sacrifice profit for social mission for a considerable period. Conversion rights triggered on the sale of founders’ equity would allow investors to trust founders not to sell out. In an IPO or sale before the instrument’s maturity, founders would lose a significant share of any profit to debtholders unless these lenders agreed to its terms. Through this example and others, the chapter shows how social entrepreneurs and impact investors can craft sophisticated financial instruments to overcome the trust deficit that would otherwise keep them apart.