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Example: Assume you lend 10,000 Euro to a company with a term of three years. When the loan matures, you have the right to convert the loan to shares valued at 120% of the current share price €10. The interest rate, paid annually, is set to 5%. If the share price exceeds €12 on the due date, you choose to convert to shares. If the price is below €12, you will choose to get the loan repaid in cash. Let assume that the share price is €10. It is of course then better to get the loan repaid and use the cash to buy shares directly. During the term, you also received interest to the amount of €1,500.
The risk of an investment in a convertible debenture is regarded as lower when compared with an investment in shares. In addition to the flexibility, a convertible debenture gives the lender a downside protection. If the company is unable to repay the loan in cash at maturity, the lender may try to negotiate an extension with a new, lower conversion rate -- one that may even be lower than the current share price. The convertible debenture also has a preference before shares if assets are distributed, e.g., in a liquidation or bankruptcy situation. Convertible debentures, however, are subordinated loans secured in the assets of the company.