可转换公司债券(以下简称可转债)是一种兼具股权和债权性质的混合金融工具,近年来已成为我国重要的公司融资工具和投资者投资标的,受到监管层、资本市场和学术界的广泛关注。但现有文献却较少关注可转债存续期间发行人促成可转债持有人尽早转股的动机(以下简称促转动机)及其促转行为。为此,本文结合我国可转债独特的实践特征,分析了可转债发行人和持有人的决策逻辑,并围绕公司信息披露,从会计信息披露和非会计信息披露两大维度展开,研究了可转债发行公司的促转动机以及在可转债存续期间的促转行为。 本文主要的实证发现如下:(1)公司在可转债存续期间会通过真实盈余管理粉饰业绩。具体表现为,相较于对照样本,公司在可转债存续期间会通过操纵收入和期间费用以做高利润,公司的真实盈余管理会随其促转动机的增强而显著增加;再融资新规、预期转股难度、第一大股东利益趋同度以及公司业绩压力会加剧公司的真实盈余管理。而且,真实盈余管理显著提高了公司实现避亏的可能性。(2)公司会策略性选择会计信息披露精度。具体表现为,相较于对照样本,公司在可转债存续期间会更精确披露利好业绩预测、更模糊披露利空业绩预测,且上述业绩预测精度的策略性选择在促转动机更强、转股压力更大、公司股价表现更差以及投资者信息解读能力更弱时更为明显。此外,公司业绩预测精度的策略性选择也带来了显著更大的市场反应。(3)公司会策略披露更多非会计类利好消息。具体表现为,相较于对照样本,公司在可转债存续期间会显著增加非会计类利好消息的释放,减少利空消息的披露,利好消息披露存在明显的择时行为,且难以被公司基本面信息所解释;公司会随其促转动机的增强而释放更多利好消息。再融资新规、转股压力以及公司现金流压力会强化公司的利好消息释放。公司披露利好消息能够显著提高可转债转换价值、降低转股溢价率。最后,从事了盈余管理的公司也会披露更多非会计类利好消息,公司会计维度与非会计维度的促转行为存在互补关系。 本文研究一方面丰富了关于可转债发行公司的动机和行为的相关文献,另一方面也通过发现再融资新规加剧了公司的策略性行为,补充了关于政府干预资源配置的经济后果研究。此外,本文结论也对进一步完善可转债的相关规则、营造健康有序的资本市场具有参考价值。
Convertible corporate bonds (hereinafter, convertible bonds) are a hybrid financial instrument that combines the potential economic return of equity with the security of a bond, and have become an important financing instrument and an investment underlying asset in China in recent years, which has attracted extensive attention from regulators, capital market participants and academia. However, extant literature appears to overlook issuers' motivations and behaviors for accelerating the conversion of convertible bonds (hereinafter, the motivations and behaviors for accelerating conversion) during the period from the issuance of a convertible bond to its delisting. Therefore, combined with the unique institutional background of convertible bonds in China, this paper analyzes the decision-making framework of both convertible bond issuers and convertible bond holders, and investigates whether and how convertible bond issuers' motivations for accelerating conversion affect corporate accounting-based information disclosure and non-accounting-based information disclosure. The main empirical results are as follows: (1) Convertible bond issuers following the issuance would strategically whitewash accounting numbers through real earnings management activities. Specifically, compared with the control firms, the issuers following the issuance would manipulate sales and discretionary expenditures to inflate earnings. Real earnings management by issuers would significantly increase with the issuers’ increasing motivations for accelerating conversion. The effect is more pronounced when issuers are affected by the "New Rules for Seasoned Equity Offering" enacted by China Securities Regulatory Commission, when issuers have larger expected difficulty in bond-to-equity conversions, when issuers suffer from performance pressure, or when the largest shareholder of issuers has the shared interests as convertible bond holders. Further investigates show that real earnings management by issuers significantly increases the probability of avoiding losses. (2) Convertible bond issuers following the issuance would strategically choose the disclosure precision of accounting-based information. Specifically, compared with control firms, the convertible bond issuers following the issuance would issue more precise forecasts when the forecast news is positive, and issue more vague forecasts when the forecast news is negative. The strategic decision concerning forecast precision is more pronounced when issuers have stronger motivations for accelerating conversion, when they are under the conversion pressure, when they have poorer stock performance, or when they are weakly monitored by analysts. Further investigates show that investor reactions to management earnings forecasts are significantly stronger when positive earnings forecasts are more precise. (3) Convertible bond issuers following the issuance would strategically disclose non-accounting-based good news. Specifically, compared with control firms, the issuers following the issuance tend to disclosure non-accounting-based good news, withhold non-accounting-based bad news, and prefer a time-selection disclosure strategy. Good news released by issuers, however, is hardly explained by issuers’ past earnings, current earnings and future earnings information. The numbers of good news released by issuers is an increasing function of the issuers’ motivations for accelerating conversion. The strategic release of good news is more obvious when issuers are affected by the "New Rules for Seasoned Equity Offering", when issuers are under the conversion pressure, and when issuers suffer from the cash flow crunch. Further, good news released by issuers can significantly increase the conversion value of convertible bonds and reduce the conversion premium. Finally, issuers engaged in earnings management are more willing to disclose non-accounting-based good news, which indicates there is a complementary relationship between corporate accounting-based information disclosure and non-accounting-based information disclosure. This paper not only enriches the literature on the motivations and behaviors of convertible bond issuing firms following the issuance, but also contributes to the literature on the economic consequences of government intervention in resource allocation by finding that the "New Rules for Seasoned Equity Offering" aggravates the issuers’ strategic behaviors. In addition, this paper provides some practical guidance to further improve convertible bonds rules and create a healthy and orderly capital market.