유가증권시장 전환사채 발행법인의 재무 및 비재무적 특성

This paper examines the financial and non-financial characteristics of firms that issue convertible bonds in the KOSPI market, and analyzes the issuance motive, issuance size, and number of issuances. Firms in the KOSPI Market that issued convertible bonds from 2012 to 2021 are the target, and firms that did not issue convertible bonds were analyzed by selecting firms classified in the same industry in the year of issuance of convertible bonds. The results of this study are as follows. First, firms that issued convertible bonds in the KOSPI Market had higher debt ratios and lower cash flows than firms that did not issue convertible bonds. In terms of growth potential, the total asset growth rate and market price-to-book ratio are higher than those of firms that do not issue convertible bonds, but the operating profit rate shows a negative value. The largest shareholder's equity ratio was lower for firms that issued convertible bonds than for firms that did not issue convertible bonds, which is consistent with the results of previous studies. After the issuance of convertible bonds, the debt-to-equity ratio decreases, and the deficit in operating margin and cash flow narrows. For issuance purposes, firms that issued convertible bonds to raise operating funds show significant significance in financial and non-financial variables. Firms that issue convertible bonds for M&A have relatively high growth potential, and firms that issue convertible bonds for facility investment show a stable financial structure. Second, if there is a change in the largest shareholder, the probability of issuing convertible bonds increases. It can be confirmed that the possibility of using convertible bonds increases when the largest shareholder changes due to unstable management rights. In addition, the probability of issuing convertible bonds increases when the stability is low, the growth potential is high, and the largest shareholder’s share is small. By purpose of issuance, firms that issued convertible bonds to raise operating funds showed clear differences in financial and non-financial variables from firms that did not issue convertible bonds. In addition, the lower the business history and assets of a company at the time of the change of the largest shareholder, the more likely it is to issue convertible bonds for the purpose of M&A. Third, when the largest shareholder changes, firms issue large-scale convertible bonds. When the largest shareholder changes, there is a high possibility that an adventurous and risky business environment will be created, so there is an incentive to issue large-scale convertible bonds. Also, the lower the debt ratio, the larger the convertible bond issuance. Unlike the issuance motive, the issuance size suggests that decisions are made taking into account interest expenses. Looking at the purpose of issuance, unlike other issuance purposes, when issuing convertible bonds for facility investment purposes, the size of the convertible bonds is not affected. Fourth, when the largest shareholder changes and cash flow deteriorates, convertible bond issuance increases. Issuance of convertible bonds for the purpose of facility investment does not affect the number of convertible bonds issued. This means that there is no incentive to frequently issue convertible bonds when expanding existing facilities. Lastly, corporate value is diluted if the convertible bond conversion right is exercised when the largest shareholder changes. The worse the cash flow, the higher the debt ratio, and the lower the market price, the higher the possibility of exercising large-scale conversion rights relative to the number of listed shares. This study is meaningful in that it considers non-financial characteristics of companies that issue convertible bonds in the KOSPI Market, not limited to financial characteristics, and analyzes the issuance rate and the number of issuances of convertible bonds, which have few previous studies. Based on the results that the timing of the change of the largest shareholder is closely related to the issuance of convertible bonds and the exercise of conversion rights, this study draws policy implications that it is necessary to amend the regulation to record the changes in the largest shareholder when submitting public disclosures on convertible bonds.