Convertible financial instruments with contingent payments

• US 7,219,079 B2
• Filed: 08/12/2002
• Issued: 05/15/2007
• Est. Priority Date: 08/10/2001
• Status: Expired due to Term

• Current Assignee: Bank of America Corp.
• Original Assignee: Merrill Lynch & Co. Incorporated
• Inventors: Jones, Emerson P., Warble, Brennan J., Kaperst, Stuart C., Green, Richard J., Kaplan, Todd K., Rudnick, Robert A, Kerstein, Daniel Y., Strong, Frank R, Kolev, Dragomir, Birle, Jr., James R., Luciano, Richard P., Dolan, David K, Patrick, Jr., Thomas H., Edwards, Jeffrey N., Pepe, Paul A., Epelbaum, Yonathan, Steifman, Eric, Fiddle, Frederick J., Stein, Russell L.
• Primary Examiner(s): Patel, Jagish N
• Assistant Examiner(s): Apple, Kirsten Sachwitz
• Application Number:
  US10/476,705
• Publication Number:
  US 20050080706A1
• Time in Patent Office: 1,737 Days
• Field of Search: 705/37.R, 705/36.T, 705/36.R, 705/35
• US Class Current: 705/36.00T
• CPC Class Codes: G06Q 20/102 Bill distribution or payments
• CPC Class Codes: G06Q 40/00 Finance; Insurance; Tax strategies; Processing of corporate or income taxes
• CPC Class Codes: G06Q 40/04 Trading; Exchange, e.g. stocks, commodities, derivatives or currency exchange
• CPC Class Codes: G06Q 40/06 Asset management; Financial planning or analysis
• CPC Class Codes: G06Q 40/10 Tax strategies
• CPC Class Codes: G06Q 40/12 Accounting

Abstract

A convertible financial instrument provides incentives to holders to keep the instruments outstanding so that issuers maintain flexibility and control over the maturity date of the instrument and the manner in which it is settled. The instrument may provide issuers with the ability to deduct an amount for tax purposes that approximates the true economic cost of the financial instrument. The instrument may contain a provision calling for contingent payments (which may include, for example, contingent interest, preferred distributions, contingent principal, dividends, and other pay-outs) to the holder in some circumstances, which may be based on formulae calculations. For example, this may occur when the trading value of the convertible instrument exceeds a predetermined value such as, for example, a certain percentage of the accredited value of the convertible instrument, or, for example, another circumstance that may trigger a contingent payment may be when the price of another financial instrument (e.g., the underlying security, the reference security, etc.) is below, higher than, or equal to a pre-determined value.

Claims

1. A method performed with respect to a stock company, shares of stock of the company trading at a price, the method further performed with respect to a holder of a financial instrument, the instrument having a market price, the method comprising the steps of:

issuing the financial instrument indicative of a principal amount at maturity and receiving an issue price therefor;

contractually agreeing, pursuant to the financial instrument, to repay said principal upon predetermined conditions and according to a predetermined term;

contractually agreeing, pursuant to the financial instrument, to convert the instrument into a number of shares of stock of the company;

contractually agreeing, pursuant to the financial instrument, to make a payment to the holder with respect to passage of a time interval in the event the market price of the instrument is in a predetermined relationship to an accreted value thereof, the accreted value defined as the issue price of the instrument plus an economic accrual of a portion of a difference between the issue price and the principal amount at maturity; and

converting the instrument upon request into shares of stock of the company, based upon said conditions of the contractual agreement to repay, of the contractual agreement to convert, and the contractual agreement to make payment.

2. The method of claim 1 wherein the predetermined relationship is that a predetermined function of the market price of the instrument is greater than 120 percent of the instrument'"'"'s accreted value.

3. The method of claim 2 wherein the predetermined function of the market price is the average market price for a measurement period.

4. The method of claim 1 wherein the time interval is six months.

5. The method of claim 3 wherein the amount of the payment is selected to be the greater of:

an amount of any dividend per share of the stock in the interval multiplied by the number of shares of stock into which the instrument may be converted, or

a predetermined percentage of the average market price of the instrument for the measurement period.

6. The method of claim 1 wherein the payment is made over time.

7. The method of claim 1 wherein the payment is made by adjusting the principal amount.

8. The method of claim 1 wherein the amount of the payment is determined as a function of a value selected from the set consisting of:

such dividends as holder of the underlying security would normally receive;

a value of a predetermined index;

a value of a reference security;

a value of a pool of securities;

a value of a pool of indices, and

a value of a pool of securities and indices.

9. The method of claim 1 fun her comprising the step of:

taking a tax deduction based upon a yield at which the issuer would issue a fixed-rate, nonconvertible debt instrument comparable to the financial instrument.

10. A method performed with respect to a stock company, shares of stock of the company trading at a price, the method further performed with respect to a holder of a financial instrument, the instrument having a market price, the method comprising the steps of:

issuing the financial instrument indicative of a principal amount at maturity and receiving an issue price therefor;

contractually agreeing, pursuant to the financial instrument, to repay said principal upon predetermined conditions and according to a predetermined term;

contractually agreeing, pursuant to the financial instrument, to convert the instrument into a number of shares of stock of the company;

contractually agreeing, pursuant to the financial instrument, to make a payment to the holder with respect to a contingency, the contingency a function of the market price of the instrument;

converting the instrument upon request into shares of stock of the company, based upon said conditions of the contractual agreement to repay, of the contractual agreement to convert, and the contractual agreement to make payment; and

taking a tax deduction based upon a yield at which the issuer would issue a fixed-rate, nonconvertible debt instrument comparable to the financial instrument.

11. The method of claim 10 wherein the payment is made with respect to passage of a time interval in the event the market price of the instrument is in a predetermined relationship to an accreted value thereof, the accreted value defined as the issue price of the instrument plus an economic accrual of a portion of a difference between the issue price and the principal amount at maturity.

12. The method of claim 11 wherein the predetermined relationship is that a predetermined function of the market price of the instrument is greater than 120 percent of the instrument'"'"'s accreted value.

13. The method of claim 12 wherein the predetermined function of the market price is the average market price for a measurement period.

14. The method of claim 10 wherein the time interval is six months.

15. The method of claim 13 wherein the amount of the payment is selected to be the greater of:

an amount of any dividend per share of the stock in the interval multiplied by the number of shares of stock into which the instrument may be converted, or

a predetermined percentage of the average market price of the instrument for the measurement period.

16. The method of claim 10 wherein the payment is made over time.

17. The method of claim 10 wherein the payment is made by adjusting the principal amount.

18. The method of claim 10 wherein the amount of the payment is determined as a function of a value selected from the set consisting of:

such dividends as holder of the underlying security would normally receive;

a value of a predetermined index;

a value of a reference security;

a value of a pool of securities;

a value of a pool of indices, and

a value of a pool of securities and indices.

19. A method performed with respect to a stock company, shares of stock of the company trading at a price, the method further performed with respect to a holder of a financial instrument, the instrument having a market price, the method comprising the steps of:

issuing the financial instrument indicative of a principal amount at maturity and receiving an issue price therefor;

contractually agreeing, pursuant to the financial instrument, to repay said principal upon predetermined conditions and according to a predetermined term;

contractually agreeing, pursuant to the financial instrument, to convert the instrument into a number of shares of stock of the company;

contractually agreeing, pursuant to the financial instrument, to make a payment to the holder with respect to a contingency, the contingency a function of the market price of the instrument or the market price of the stock, wherein the payment is made with respect to passage of a time interval in the event the market price of the instrument or the market price of the stock is in a predetermined relationship to a principal amount;

converting the instrument upon request into shares of stock of the company, based upon said conditions of the contractual agreement to repay, of the contractual agreement to convert, and the contractual agreement to make payment; and

taking a tax deduction based upon a yield at which the issuer would issue a fixed-rate, nonconvertible debt instrument comparable to the financial instrument.

20. The method of claim 19 wherein the predetermined relationship is that a predetermined function of the market price of the instrument or the market price of the stock is greater than 120 percent of the instrument'"'"'s accreted value.

21. The method of claim 20 wherein the predetermined function of the market price is the average market price for a measurement period.

22. The method of claim 19 wherein the time interval is six months.

23. The method of claim 19 wherein the amount of the payment is selected to be the greater of:

an amount of any dividend per share of the stock in the interval multiplied by the number of shares of stock into which the instrument may be converted, or

a predetermined percentage of the average market price of the instrument for the measurement period.

24. The method of claim 19 wherein the payment is made over time.

25. The method of claim 19 wherein the payment is made by adjusting the principal amount.

26. The method of claim 19 wherein the amount of the payment is determined as a function of a value selected from the set consisting of:

such dividends as holder of the underlying security would normally receive;

a value of a predetermined index;

a value of a reference security;

a value of a pool of securities;

a value of a pool of indices, and

a value of a pool of securities and indices.

27. A method performed with respect to a financial instrument defined with respect to an underlying security, the underlying security trading at a price, the method further performed with respect to a holder of the financial instrument, the instrument having a market price, the method comprising the steps of:

issuing the financial instrument and receiving an issue price therefor;

contractually agreeing, pursuant to the financial instrument, to convert the instrument into a number of the underlying securities, or to exchange the instrument for a number of the underlying securities;

contractually agreeing, pursuant to the financial instrument, to make a payment to the holder with respect to passage of a time interval in the event the market price of the instrument is in a predetermined relationship to an issue price, a principal amount or a liquidation preference; and

converting the instrument into the underlying securities upon request, or exchanging the instrument for a number of the underlying securities upon request, based upon said conditions of the contractual agreement to repay, of the contractual agreement to convert or exchange, and the contractual agreement to make payment.

28. The method of claim 27 wherein the predetermined relationship is that a predetermined function of the market price of the instrument is greater than 120 percent of the instrument'"'"'s accreted value.

29. A method performed with respect to a financial instrument defined with respect to an underlying security, the underlying security trading at a price, the method farther performed with respect to a holder of the financial instrument, the instrument having a market price, the method comprising the steps of:

issuing the financial instrument and receiving an issue price therefor;

contractually agreeing, pursuant to the financial instrument, to convert the instrument into a number of the underlying securities, or to exchange the instrument for a number of the underlying securities;

contractually agreeing, pursuant to the financial instrument, to make a payment to the holder upon the occurrence of a contingency of economic significance that is not remote or incidental; and

converting the instrument into the underlying securities upon request, or exchanging the instrument for the underlying securities upon request, based upon said conditions of the contractual agreement to repay, of the contractual agreement to convert or exchange, and the contractual agreement to make payment.

30. A method performed with respect to a stock company, shares of stock of the company trading at a price, the method further performed with respect to a holder of a financial instrument, the instrument having a market price, the method comprising the steps of:

issuing the financial instrument indicative of a principal amount at maturity and receiving an issue price therefor;

contractually agreeing, pursuant to the financial instrument, to repay said principal upon predetermined conditions and according to a predetermined term;

contractually agreeing, pursuant to the financial instrument, to convert the instrument into a number of shares of stock of the company;

contractually agreeing, pursuant to the financial instrument, to make a payment to the holder with respect to a contingency;

converting the instrument upon request into shares of stock of the company, based upon said conditions of the contractual agreement to repay, of the contractual agreement to convert, and the contractual agreement to make payment; and

taking a tax deduction based upon a yield at which the issuer would issue a fixed-rate, nonconvertible debt instrument comparable to the financial instrument.

31. A method performed with respect to an entity, the method farther performed with respect to a holder of a financial instrument, the instrument having a market price, the method comprising the steps of:

issuing the financial instrument indicative of a principal amount at maturity and receiving an issue price therefor;

contractually agreeing, pursuant to the financial instrument, to repay said principal upon predetermined conditions and according to a predetermined term;

contractually agreeing, pursuant to the financial instrument, to exchange the instrument for a number of shares of stock of a company;

contractually agreeing, pursuant to the financial instrument, to make a payment to the holder with respect to a contingency;

exchanging the instrument upon request for shares of stock of the company, based upon said conditions of the contractual agreement to repay, of the contractual agreement to convert, and the contractual agreement to make payment; and

taking a tax deduction based upon a yield at which the issuer would issue a fixed-rate, nonconvertible debt instrument comparable to the financial instrument.

32. The method of claim 31 wherein the company is a parent of the entity.