Hedging Dilution Risk

Stanley Myint and Fabrice Famery

Contents

Foreword

Introduction

1.

Theory and Practice of Corporate Risk Management

2.

Theory and Practice of Optimal Capital Structure

3.

Introduction to Funding and Capital Structure

4.

How to Obtain a Credit Rating

5.

Refinancing Risk and Optimal Debt Maturity

6.

Optimal Cash Position

7.

Optimal Leverage

8.

Introduction to Interest Rate and Inflation Risks

9.

How to Develop an Interest Rate Risk Management Policy

10.

How to Improve Your Fixed-Floating Mix and Duration

11.

Interest Rates: The Most Efficient Hedging Product

12.

Do You Need Inflation-linked Debt?

13.

Prehedging Interest Rate Risk

14.

Pension Fund Asset and Liability Management

15.

Introduction to Currency Risk

16.

How to Develop Currency Risk Management Policy

17.

Translation or Transaction: Netting Currency Risks

18.

Early Warning Signals

19.

How to Hedge High Carry Currencies

20.

Currency Risk on Covenants

21.

Optimal Currency Composition of Debt 1: Protect Book Value

22.

Optimal Currency Composition of Debt 2: Protect Leverage

23.

Cyclicality of Currencies and Use of Options to Manage Credit Utilisation

24.

Managing the Depegging Risk

25.

Currency Risk in Luxury Goods

26.

Introduction to Credit Risk

27.

Counterparty Risk Methodology

28.

Counterparty Risk Protection

29.

Optimal Deposit Composition

30.

Prehedging Credit Risk

31.

xVA Optimisation

32.

Introduction to M&A-related Risks

33.

Risk Management for M&A

34.

Deal-contingent Hedging

35.

Introduction to Commodity Risk

36.

Managing Commodity-linked Revenues and Currency Risk

37.

Managing Commodity-linked Costs and Currency Risk

38.

Commodity Input and Resulting Currency Risk

39.

Offsetting Carbon Emissions

40.

Introduction to Equity Risk

41.

Hedging Dilution Risk

42.

Hedging Deferred Compensation

43.

Stake-building

In this chapter we are dealing with the problem of dilution risk. Dilution is a reduction in the ownership percentage that is often undesirable because investors prefer to maintain both the economic benefits of ownership and the voting rights that go with it. A secondary concern with dilution is that it changes the leverage by increasing the proportion of equity, and the resulting equity may be suboptimal from the capital structure perspective (see Chapter 7).

Dilution may occur through issuance of new shares or when holders of share options, such as convertible securities or participants in the ESOPs, exercise their options. In both such situations, dilution can happen only if the option is settled physically – ie, through shares. If, however, the settlement is in cash, there is no dilution risk. This chapter deals with a commonly encountered example of dilution risk resulting from convertible bond issuance.

BACKGROUND

Metalco is a USD-reporting metal manufacturer. Some time ago, it issued a convertible bond with the parameters shown in Table 41.1.

The bond can be converted into shares at a ratio of 1.4285 shares for one bond. For example, if, at the start of the

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