TY - JOUR AU - Jaffee,Dwight AU - Shleifer,Andrei TI - Costs Of Financial Distress, Delayed Calls Of Convertible Bonds, And The Role Of Investment Banks JF - National Bureau of Economic Research Working Paper Series VL - No. 2558 PY - 1988 Y2 - April 1988 UR - http://www.nber.org/papers/w2558 L1 - http://www.nber.org/papers/w2558.pdf N1 - Author contact info: Dwight Jaffee Haas School of Business University of California Berkeley, CA 94720-1900 Tel: 510/642-1273 Fax: 510/643-7441 E-Mail: jaffee@haas.berkeley.edu Andrei Shleifer Department of Economics Harvard University Littauer Center M-9 Cambridge, MA 02138 Tel: 617/495-5046 Fax: 617/496-1708 E-Mail: ashleifer@harvard.edu AB - In a frictionless market with perfect information, a shareholder-wealth- maximizing firm should force conversion of its convertible bond issue into stock as soon as the bond comes in-the-money. Firms however appear to systematically delay forced conversion, sometimes for years, beyond this time. We show that the observed delays can be plausibly explained in terms of costs to shareholders of a failed conversion and the ensuing financial distress. Firms delay the forced conversion to avoid the self-fulfilling outcome that bondholders expect the conversion to fail, tender their bonds for cash, and the stock price falls to account for the costs of financial distress, in which case tendering for cash is in fact optimal. Unlike other explanations of delayed forced conversion, we can explain the common use of investment banks to underwrite these transactions, since the banks can eliminate the self-fulfilling bad outcome. ER -