Over the past few years, brokerage firms and banks have been issuing and marketing complex investments known in the industry as "structured products" to individual investors. These include "reverse convertibles," which are popular in part because of the high yields they offer.
Also known as "revertible notes" or "reverse exchangeable securities"-and sold under a variety of proprietary names that may or may not use the term "structured" to describe the product-reverse convertibles are debt obligations of the issuer that are tied to the performance of an unrelated security or basket of securities. Although often described as debt instruments, they are far more complex than a traditional bond and involve elements of options trading. Reverse convertibles expose investors not only to risks traditionally associated with bonds and other fixed income products-such as the risk of issuer default and inflation risk-but also to the additional risks of the unrelated assets, which are often stocks.
The Law Offices of Robert Wayne Pearce, P.A. focuses its practice on securities, commodities and other investment disputes in courtroom litigation, arbitration and mediation proceedings. We understand the features and risks of reverse convertibles. They are complex investments that often involve terms, features and risks that can be difficult for individual investors and investment professionals alike to evaluate. We have over 30 years experience representing domestic and foreign investors from offices located in Boca Raton, West Palm Beach, and Fort Lauderdale, Florida in courts, arbitrations and mediations nationwide. Contact us for a free consultation if you already have a dispute or problem with a reverse convertible investment. If not, consider the following before you make any investment in reverse convertible securities:
What Is a Reverse Convertible?
A reverse convertible is a structured product that generally consists of a high-yield, short-term note of the issuer that is linked to the performance of an unrelated reference asset-often a single stock but sometimes a basket of stocks, an index or some other asset. The product works like a package of financial instruments that typically has two components:
- a debt instrument (usually a note and often called the "wrapper") that pays an above-market coupon (on a monthly or quarterly basis); and
- a derivative, in the form of a put option, that gives the issuer the right to repay principal to the investor in the form of a set amount of the underlying asset, rather than cash, if the price of the underlying asset dips below a predetermined price (often referred to as the "knock-in" level).
When you purchase a reverse convertible, you're getting a yield-enhanced bond. You do not own, and do not get to participate in any upside appreciation of, the underlying asset. Instead, in exchange for higher coupon payments during the life of the note, you effectively give the issuer a put option on the underlying asset. You are betting that the value of the underlying asset will remain stable or go up, while the issuer is betting that the price will fall. In the typical best case scenario, if the value of the underlying asset stays above the knock-in level or even rises, you can receive a high coupon for the life of the investment and the return of your full principal in cash. In the worst case, if the value of the underlying asset drops below the knock-in level, the issuer can pay back your principal in the form of the depreciated asset-which means you can wind up losing some, or even all, of your principal (offset only partially by the monthly or quarterly interest payments you received).
A reverse convertible might make sense for an investor who wants a higher stream of current income than is currently available from other bonds or bank products-and who is willing to give up any appreciation in the value of the underlying asset. But, in exchange for these higher yields, investors in these products take on significantly greater risks.
How Do Reverse Convertibles Work?
The initial investment for most reverse convertibles is $1,000 per security, and most have maturity dates ranging from three months to one year. The interest or "coupon rate" on the note component of a reverse convertible is usually higher than the yield on a conventional debt instrument of the issuer-or of an issuer with a comparable debt rating. For example, some recently issued reverse convertibles have annualized coupon rates of up to 30 percent. A reverse convertible higher yield reflects the risk that, instead of a full return of principal at maturity, the investor could receive less than the full return of principal if the value of the unrelated reference asset falls below the knock-in level the issuer sets. For a reference asset that is a single stock, the knock-in level can be 20 percent or more below the original price.
Depending on how the underlying asset performs, you will receive either your principal back in cash or a predetermined number of shares of the underlying stock or asset (or cash equivalent), which amounts to less than your original investment (because the asset's price has dropped). While each reverse convertible has its own terms and conditions, you will generally receive the full amount of your principal in cash if the price of the reference asset remains above the knock-in level throughout the life of the note. In some cases, you will also receive a full return of principal if the price of the reference asset ends above the knock-in level at maturity, even if it has fallen below it during the term of the investment-although in other cases, any breach of the knock-in level will result in your receiving less than the original principal. However, you typically will not participate in any appreciation in the value of the reference asset during the life of the note.
Reverse convertibles can have complex pay-out structures involving multiple variables that can make it difficult to accurately assess their risks, costs and potential benefits. Generally speaking, the higher the coupon rate the note pays, the higher the expected volatility of the reference asset. In turn, the more volatile the reference asset, the greater the likelihood that the knock-in level will be breached, and the investor could receive less than a full return of principal at maturity.
The bottom line is that reverse convertibles come not only with the risks that fixed income products ordinarily carry-such as the risk of issuer default and inflation risk-but also with any additional risks of underlying asset. When the underlying asset is a stock, this means exposure to the business risks of the company as well as systemic equity market risks, including price volatility. If you are considering investing in reverse convertibles, it is critical that you look beyond the high coupon rate and focus on the risks of the underlying asset. Remember that even if the issuer of the reverse convertible is able to meet its obligations on the note-and even if the yield keeps pace with or surpasses inflation-you could wind up, when the note matures, with shares of a depreciated-or even worthless-asset that you otherwise would not have purchased.
Why Do Investors Buy Reverse Convertibles?
- High coupon rate or "stated yield." Reverse convertibles can offer coupons from 7 percent to 30 percent. Typically, however, a higher coupon rate indicates higher volatility in the underlying stock or asset. This translates into a greater likelihood that the knock-in level will be breached during the term of the reverse convertible and that investors will receive stock (or the current cash value of the asset) at maturity worth considerably less than the full return of principal in cash. As a general rule, the higher the offered yield, the greater the risk of losing all or a portion of the principal invested.
- Expectation of flat markets. Investors who are betting that a stock price will be relatively flat may expect to do better with a reverse convertible than buying the stock itself. But remember, the coupon rates for reverse convertibles linked to relatively stable stocks may not be as high as for those linked to volatile stocks.
- Convenience for some investors. Some investors may have a specific strategy in mind that a reverse convertible can replicate. For example, an investor may believe that a stock will only trade within a certain range. Instead of buying options or futures separately that together would allow the investor to profit from that bet, the investor can buy a reverse convertible.
What's the Downside?
- Exposure to asset-related risks. When you purchase a reverse convertible, you get all the risks that debt instruments ordinarily entail, plus the risks of the underlying asset. That is why it is so critical that you fully comprehend what is behind the higher coupons these products offer-and that you fully understand the product you are buying. Remember that purchasing a reverse convertible means you are either bullish on the underlying asset itself or you are betting that the asset's volatility will be low for the term of the note.
- Embedded options. When investing in a reverse convertible, you effectively buy a note from the issuer and sell a put option to the issuer simultaneously. If you don't have the risk tolerance for selling put options generally, you should question whether you want to invest in a security that contains an embedded one. If you are considering reverse convertibles, be sure you fully understand the complexities of the product and have the financial means to bear the risks.
- Fees. Issuers charge an up-front embedded fee to investors-typically ranging from less than 1 percent to 8 percent or more-for assembling and packaging a reverse convertible individual components. Prospectuses may call this fee "built-in costs" or "costs of hedging," although the exact amount is not typically disclosed to the investor. Industry experts say that it is all but impossible for individual investors to determine the size of this embedded fee (and therefore whether the reverse convertible represents a good deal), because that would require dissecting the reverse convertible parts and determining what it would cost for the investor to obtain and assemble them.[1]
- Potential liquidity risk. As is the case with virtually all structured products, secondary trading for reverse convertibles will generally be limited-which means reverse convertibles can be highly illiquid. Even if the issuer of a reverse convertible states that it intends to maintain a secondary market, it is not required to do so. This means that you could have trouble selling reverse convertibles in a pinch and/or could lose money if you sell the reverse convertible prior to maturity. Finally, transaction costs in the secondary market for these products could be high.
- Credit quality. A reverse convertible is an unsecured senior debt obligation of the issuer, meaning that the issuer is obligated to make the interest payments and final payments as promised. These promises, including any principal protection, are only as good as the financial health of the issuer that gives them and that issuer's ability to meet its obligations when they come due. While it is not a common occurrence that an issuer of a reverse convertible is unable to meet its obligations, it can happen.[2]
- Tax considerations. The tax treatment of reverse convertibles is complicated and uncertain. Investors should consult with their tax advisors and read the tax risk disclosures in their prospectuses and other offering documents. Although these documents typically provide instructions on how investors should treat reverse convertibles on their tax returns, there is no guarantee that the IRS or a court would agree with that tax treatment. Little guidance in the way of court decisions or published IRS rulings has been issued on this topic. When considering the tax consequences of any investment, you may want to consult with a tax advisor.
- Call risk. Some reverse convertibles have "call provisions" that allow the issuer, at its sole discretion, to redeem the investment before it matures. If this is the case, you would not receive any subsequent coupon payments that you were promised for the term of the reverse convertible, and you would immediately receive your principal in either cash or stock. Also, if a reverse convertible is called, it might be difficult or impossible to find an equivalent investment paying rates as high as the original rate (which is known as reinvestment risk). You should carefully read the prospectus to learn whether there is a call provision and what its specific terms are.
- Loss of principal. While some other structured products may offer principal protection, reverse convertibles do not. Depending on whether the price of the underlying stock or asset breaches the knock-in level, you could lose some-or even all-of your principal. You may be told that, in a down market, you at least "walk away with something." But don't forget that the stock you receive in the case of a breach could, for example, be shares in a company that is about to declare bankruptcy
- Conflicts of interest. An issuer may conduct activities that could represent conflicts of interest with respect to investors of its reverse convertibles. For example, the issuer might engage in regular business activities with the company whose stock is the underlying asset, such as investment banking, asset management or other advisory services and writing research reports about the company. An affiliate of the issuer, for example, might publish research reports that are unfavorable to the stock and could hurt the performance of a reverse convertible that is linked to that stock.
How to Protect Yourself
- Be wary of any advertisements or sales literature suggesting that reverse convertibles are safe and suitable for investors seeking high yields. These sales pitches may play up the high yield on the note and play down the risk of the derivative component.
- If you are considering a reverse convertible, you face at least two risks-that the stock or other asset will go down in value, and that the issuer will be unable to repay its obligation on the note. Before taking on these risks, be sure to ask your broker plenty of questions, such as:
- Can you review the prospectus, prospectus supplement or offering circular for the product with me? (The prospectus will contain a more extensive and balanced discussion of the risks involved. You should always carefully review the prospectus prior to making any investment decision.)
- Given my investment objectives, is this product suitable for my account?
- Do I get interest or other cash payments, and if so, how much and how often? What are the risks that I might not receive them?
- What are the risks of the underlying asset? How volatile has this asset been recently? Be aware that while past performance can never guarantee future results, looking at historical price information (to the extent it is available) can help you assess the volatility of the underlying asset.
- What is the likelihood that the reverse convertible breaches the knock-in-level, such that I might receive the underlying asset (or cash equivalent) instead of the return of my principal at maturity? If I end up owning the asset, how does that asset fit in with my investment objectives?
- Is there an active market in this security if I need to sell it before its maturity? If so, what risk of loss might there be?
- Can this product be called? If so, what will I receive?
- Are there any other risks related to this product?
- What are all the fees and expenses associated with this product?
- How is the investment treated for tax purposes, and what are the effects on my taxes of any principal and interest payments?
- Always remember:
- Higher yields go hand-in-glove with greater risk. Reverse convertibles are complex, risky products that do not offer principal protection. They are not plain vanilla bond investments, and they are not right for every investor.
- Consider whether you would independently invest in the underlying asset. Remember that you are effectively giving the issuer a put, allowing the issuer to return your principal in the form of the depreciated asset if the asset's value goes down. If you are not comfortable with the concept of writing a put option-and if you would not independently want to purchase the underlying asset-then think twice about investing in a reverse convertible.
- Read the prospectus, offering circular and sales literature very carefully. Reverse convertibles are complex financial instruments that vary from product to product.
- Make sure you are comparing apples with apples when you are sizing up the fees and stated yields. If yields are described on an annualized basis, be sure to do the math to determine the actual amount of the fees on the same basis. When annualized, yields tend to sound higher.
- Typically the stated yield that is advertised is the maximum return that you could achieve on the product in the best circumstances-not a guaranteed return or even a likely return. In particular, you might not achieve the stated yield if you end up receiving stock instead of cash. Be sure you understand what the advertised yields or returns really mean.
- For the typical retail investor, it would be unwise to put a significant portion of life savings into riskier structured products such as reverse convertibles. These types of products are not for everyone. Make sure you stick with the bedrock principle of diversification.
- If you do not fully understand the product, reconsider your decision to invest in it.
If You Run Into a Problem
If you have a complaint concerning a securities professional and a reverse convertible investment, do not contact the brokerage firm management or compliance department unless you want to assist them in their defense of your claim. Reverse Convertible investments can be misrepresented, mismanaged and unsuitable investments offered and sold in violation of federal and state securities laws or in breach of a stockbroker fiduciary duty to customers. Those brokers can be liable for their negligence and failure to abide by securities and industry rules and regulations in offering Reverse Convertible investments. At the Law Offices of Robert Wayne Pearce, P.A., we know the nature, mechanics and risks of reverse convertible investments. Please contact us for a free consultation if you believe you have been harmed by a broker misconduct in connection with a reverse convertible investment.
Schedule Your Initial Consultation With a Securities and Commodities Law Attorney
Contact The Law Offices of Robert Wayne Pearce, P.A., in Boca Raton to discuss your fraud or misrepresentation claim. The firm can be reached by phone at 561-338-0037, toll free at 800-732-2889 or via e-mail.
