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Difference between Convertible and Non-convertible debentures

Non-convertible debentures and covertable debunture lies in the option for conversion into equity, which affects the interest rates and risk profiles associated with these instruments. Checkout the article to know more
authorImageShruti Dutta24 May, 2024
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Convertible and Non-convertible debentures

Convertible and Non-convertible debentures: In corporate finance, companies have many strategies for raising capital. One such avenue is issuing bonds on the open market, offering an alternative to traditional bank borrowing. Bonds, categorised as debt instruments, enable businesses to secure funds directly from investors, bypassing the intermediary role of financial institutions. Similarly, understanding the nuances between various fixed-income securities is crucial for informed decision-making in investment. Convertible and non-convertible debentures represent two distinct types of debt instruments corporations utilise to raise capital, each carrying its features and implications for investors.

In this article, we embark on an exploration of the differences between convertible and non-convertible debentures. By delving into their unique characteristics, advantages, and considerations, we aim to equip investors with the knowledge necessary to navigate the complexities of the financial markets and optimise their investment strategies.

What is Convertible Debenture?

A convertible debenture is a type of long-term debt issued by a company that can be converted into shares of equity stock after a specified period. Typically, convertible debentures are unsecured bonds or loans, meaning they have no collateral backing the debt.
  • Debt Instruments Repayment : Fixed-income instruments, including bonds or loans, are responsible for repaying the underlying debt. When a company amasses excessive debt, it becomes liable for high debt-servicing costs and interest payments. Consequently, companies burdened with significant debt often face earnings volatility.
  • Equity Characteristics : Equity, in contrast, does not entail the necessity of repayment or the obligation to pay interest to holders. However, companies may distribute dividends to shareholders, potentially diminishing retained earnings or accumulated profits.
  • Convertible Debentures as Hybrid Instruments : Convertible debentures are designed as hybrid products that seek to balance debt and equity characteristics. Investors benefit from fixed interest payments while retaining the flexibility to convert the loan into equity, especially if the company's performance drives up stock prices.
  • Investor Risks and Protections : Investors who hold shares of common stock assume higher risks, as there is typically limited insurance available in the event of default. However, in bankruptcy liquidation proceedings, holders of convertible debentures are given priority over common shareholders. This prioritisation offers a degree of protection to investors, ensuring they receive payment before common shareholders during liquidation.
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What is Non-Convertible Debenture?

Non-convertible debentures (NCDs) represent fixed-income instruments commonly issued by high-rated companies through public offerings to garner long-term capital growth. Unlike convertible debentures, NCDs cannot be converted into equity or stocks. These debt instruments come with fixed maturity dates, and interest payments can be disbursed along with the principal amount on a monthly, quarterly, or annual basis, per the specified tenure. NCDs typically offer comparatively higher interest rates than convertible debentures. Backed solely by the issuer's creditworthiness and lacking collateral, NCDs provide various payout options, including monthly, quarterly, half-yearly, or annual distributions, with a cumulative payout option also available.

The Advantages of Nonconvertible Debentures

Non-convertible debentures (NCDs) are fixed-income securities that offer bondholders a fixed interest rate and a predetermined repayment period. They provide investors with a fixed maturity date upon which they receive their principal amount. Although NCDs may offer slightly lower interest rates compared to convertible debentures, they have several advantages.
  • Lower Risk : The fixed interest rate, predetermined maturity period, and the issuer's creditworthiness assessed by rating agencies like CRISIL, ICRA, and CARE mitigate investor risk associated with NCDs.
  • Higher Liquidity : NCDs exhibit higher liquidity as they can be traded on the secondary market anytime. Mandatory listing on a stock exchange facilitates easy trading, allowing holders requiring immediate cash to sell their holdings effortlessly.
  • Higher Returns than Some Other Fixed-Income Instruments : NCDs typically offer superior interest rates to bank Fixed Deposits (FDs). They also provide repayment flexibility, with monthly, quarterly, half-yearly, or annual payout options. Some issuers may even offer a cumulative payout option.
  • Possibility of Default : While NCDs, like all debentures, rely on the issuer's creditworthiness, the likelihood of issuer default is generally low, barring unforeseen circumstances. Consequently, investors usually receive expected returns and regain their principal upon maturity.

Difference Between Convertible and Non-convertible debentures

The fundamental distinctions between convertible and non-convertible debentures. Convertible debentures offer the option to convert into equity shares of the issuing corporation, while non-convertible debentures do not provide this conversion privilege. Additionally, there are differences in interest rates, maturity value, impact of market conditions, status, risk factors, and more. Let's examine these variances in the following table:
Aspect Convertible Debentures Non-Convertible Debentures
Definition Convertible into equity shares of the issuing corporation Non-convertible into equity shares
Interest Rate Typically lower than non-convertible debentures Usually higher than convertible debentures
Maturity Value Depends on the company's stock price, leading to variable returns Fixed maturity value, ensuring a predictable return on investment
Impact of Market Conditions Holders can convert into equity shares during favourable market conditions, potentially increasing returns Cannot be converted during unfavourable market conditions, ensuring fixed returns
Status Holders can act as both creditors and shareholders of the company, enjoying dual status Holders are purely creditors of the company
Risk Factor Generally perceived as less risky due to the conversion option Carry higher risk due to lack of conversion option
Convertibility Option Offers flexibility for investors to convert debentures into equity shares, potentially benefiting from future stock price appreciation Lacks convertibility option, providing stability and fixed returns
Liquidity Convertible into equity shares, providing liquidity through stock market transactions Non-convertible, requiring holders to wait until maturity for redemption
Participation in Company Growth Convertible debenture holders have the opportunity to participate in the company's growth by becoming shareholders Non-convertible debenture holders do not have this opportunity
Tax Implications Conversion of debentures into equity shares may have tax implications for investors Redemption of debentures at maturity may have tax implications for investors

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Difference between Convertible and Non-convertible debentures FAQs

What are the types of non-convertible debentures?

There are two primary types of non-convertible debentures: secured and unsecured.

Why choose non-convertible debentures?

Non-convertible debentures (NCDs) offer several advantages to investors. They come with a fixed maturity date and provide the flexibility of interest payments, which can be disbursed along with the principal amount on a monthly, quarterly, or annual basis, depending on the specified tenure. Unlike convertible debentures, NCDs typically offer superior returns, greater liquidity, lower risk, and tax benefits.

What is a fully convertible debenture?

A fully convertible debenture (FCD) involves the complete conversion of the debt security into equity at the issuer's discretion. This means that the issuer can convert the entire debenture into equity shares. Companies use this method to repay debt by issuing equity shares instead.
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