What Is a Mandatory Convertible?

What Is a Mandatory Convertible?

4 Min.

A mandatory convertible bond is a type of bond that a company issues, which must be converted into its common stock on or before a specific date. Unlike traditional convertible bonds, bondholders are required to convert their bonds into shares rather than having the option to do so. Due to this feature, holders of mandatory convertible bonds receive a higher yield than those holding regular convertible bonds.


Within the realm of convertible bonds, a unique breed known as "mandatory convertibles." Unlike their conventional counterparts, these bonds deviate from the typical convertibility feature by mandating conversion or redemption. Here, the pivotal detail is that the holder is compelled to convert their mandatory convertible into the underlying common stock, and this conversion must occur either on or before a predetermined contractual conversion date.

Auto Conversion Securities: An Overview

Auto conversion securities, or mandatory convertibles, possess a distinctive structure. They automatically transform into common equity on or before a preordained date, ensuring a guaranteed return up to that conversion point. However, beyond that date, returns are no longer guaranteed but offer the potential for substantially higher gains.

This sets them apart from standard convertible bonds, where the bondholder holds the choice to convert their fixed-income security into company shares based on market conditions. Mandatory convertibles, in contrast, deprive the bondholder of this option. To compensate for this loss of flexibility, investors are rewarded with higher yields than regular convertibles.

At the time of issuance, the mandatory convertible's price matches that of the common stock. The trust indenture delineates the conversion price, dictating the premium price at which the debt securities convert into common stock upon maturity. In the case of mandatory convertibles, there are typically two conversion prices: the first ensures that investors receive the equivalent of the bond's par value in shares, while the second triggers a return exceeding the par value.

Should the stock price fall below the first conversion price, the investor faces a capital loss compared to their initial principal investment. Sometimes, the conversion ratio is specified instead of the conversion price, indicating the number of shares each par value bond will convert into. This ratio varies depending on the issuing company's stock price. Mandatory convertible bonds share similarities with mandatory convertible preferred shares, requiring preferred shareholders to convert their holdings into common stock on a specified date.

Capital Raising Strategies

Companies employ two principal methods to secure capital: equity issuance and debt issuance. Equity issuance involves distributing dividends to shareholders, while those without dividend payouts expect returns through share price appreciation. On the other hand, debt issuance incurs periodic interest payments to bondholders. The choice between these options depends on accessibility and cost considerations.

Companies often opt for hybrid approaches to fine-tune their capital structures and reduce costs. When market conditions discourage conventional equity issuance, a firm may turn to debt issuance to prevent undue share price pressure. In such cases, the issued debt may include a mandatory convertible feature, enabling later conversion into equity at a more advantageous time. Bonds featuring this provision are explicitly identified in the trust indenture at issuance.


Mandatory convertible bonds offer a unique investment structure, requiring bondholders to convert their bonds into common stock by a specific date, contrasting with traditional convertible bonds. This mandatory conversion feature results in higher yields for investors. Understanding these securities is crucial for anyone looking to diversify their investment portfolio and harness potential market advantages. Companies, in their pursuit of capital, must carefully weigh the benefits of equity and debt issuance, often turning to hybrid strategies for optimal cost management and flexibility in changing market conditions. These financial instruments, whether in the form of mandatory convertibles or other structured bonds, play a pivotal role in shaping modern capital markets.

Mandatory Convertible