FinanceFEATURE

What Is a Convertible Bond? Definition, Issuance Terms, and Conversion Mechanics Explained

林紀旭 James LinEditor-in-Chief
Published · Updated
A convertible bond is a corporate bond that converts into the issuer's common stock at a price fixed when the bond is issued, alongside its coupon, size, and maturity terms.

What Defines a Convertible Bond?

A convertible bond is a corporate bond carrying the option to convert into the issuing company's own common stock. FINRA defines it as a bond with the option to convert into shares of common stock of the same issuer at a pre-established priceCITE:E1. Taiwan's Public Service Pension Fund similarly describes it as a bond distinct from an ordinary corporate bond because it carries the right to convert into the issuing company's stockCITE:E2. Both sources agree on the defining feature: the conversion price is not decided later — it is fixed at the time the bond is issuedCITE:E1CITE:E2.

What Terms Must Be Specified When a Convertible Bond Is Issued?

The Public Service Pension Fund states that issuers must specify the total issue amount, the conversion conditions, the new shares to be issued upon conversion, and the conversion period before the bond is sold, and that the conversion conditions mainly refer to the conversion price, which is generally set using the market price at the time of issuance rather than the bond's face valueCITE:E2. A real-world filing shows how these elements come together: Bitdeer Technologies Group's 424B5 filing with the U.S. Securities and Exchange Commission (SEC) describes convertible senior notes carrying a 4.00% coupon, an aggregate principal amount of US$400,000,000, and a maturity in 2031CITE:E4.

TermValue
Coupon rate4.00%
Aggregate principal amountUS$400,000,000
Maturity year2031
Initial conversion rate56.2635 Class A ordinary shares per US$1,000 principal
Initial conversion priceapproximately US$17.77 per Class A ordinary share

How Are the Conversion Price and Conversion Ratio Calculated?

The conversion ratio sets how many shares each bond unit converts into, and the conversion price is derived from that ratio. In the Bitdeer filing, the notes may be converted at an initial conversion rate of 56.2635 Class A ordinary shares per US$1,000 principal amount of the notes, equivalent to an initial conversion price of approximately US$17.77 per Class A ordinary shareCITE:E3. This matches the general principle described by the Public Service Pension Fund, under which the conversion price is one of the conditions fixed at issuance alongside the total issue amount and the conversion periodCITE:E2. Put together, the Bitdeer notes tie a US$400,000,000, 4.00%-coupon instrument due in 2031 to a conversion mechanism fixed at roughly US$17.77 per share, or 56.2635 shares for every US$1,000 of principalCITE:E3CITE:E4.

This matters because the same instrument definitions recur across an investor-education regulator, a government pension fund's public explainer, and an actual SEC-filed prospectus: a corporate bond, a pre-set conversion price, and issuance terms spelled out in advanceCITE:E1CITE:E2CITE:E3CITE:E4. The Bitdeer filing shows those general definitions translated into specific figures — 4.00% coupon, US$400,000,000 total, 2031 maturity, and a conversion price of approximately US$17.77 per share — with no conflict between the general description and the specific case in the evidence reviewed here.

📊 Evidence

FAQ

What Defines a Convertible Bond?

A convertible bond is a corporate bond carrying the option to convert into the issuing company's own common stock.

What Terms Must Be Specified When a Convertible Bond Is Issued?

The Public Service Pension Fund states that issuers must specify the total issue amount, the conversion conditions, the new shares to be issued upon conversion,…

How Are the Conversion Price and Conversion Ratio Calculated?

The conversion ratio sets how many shares each bond unit converts into, and the conversion price is derived from that ratio.

📎 Sources

  1. finra.org
  2. fund.gov.tw
  3. sec.gov
Author's Take林紀旭 James Lin

The Bitdeer notes are a useful case because every structural element that regulators say must be fixed at issuance shows up as a concrete number: a 4.00% coupon, a US$400,000,000 issue size, a 2031 maturity, and a conversion price of about US$17.77 per share against a rate of 56.2635 shares per US$1,000 of principal. That conversion price is set once, at issuance, not adjusted later — so the entire economics of whether conversion ever becomes attractive to a bondholder rests on that single fixed figure holding up against the stock's performance over the life of the note through 2031. The one indicator worth tracking from this structure alone is how the conversion price of approximately US$17.77 compares to the share price as the 2031 maturity approaches, since that comparison — not the coupon — determines whether the instrument behaves more like a bond or more like equity by the time it matures.

林紀旭 James LinEditor-in-Chief

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