Railroads -- United States; Railroads -- United States -- Finance
It is this use of preferred stock and income bonds which makes it
possible to realize the last and highly important rule which the
engineers of exchanges have in mind. Only by the combined use of
securities upon which payment of interest is optional with securities
upon which payment is obligatory can the claims which their
corporations are forced to meet be reduced, while at the same time
former bondholders are given the chance to share in future prosperity.
Such a result is deliberately sought. “The general theory of adjustment
of disturbed bonds,” said the Richmond Terminal reorganization plan of
May, 1893, “has been to substitute for them the new 5 per cent bonds
to such an extent as is warranted by the earnings and situation of the
properties covered by the present mortgages, and the new preferred
stock for the remainder of the principal.” This purpose receives,
moreover, a natural development. Justice does not demand that old
bondholders be given the unlimited chance at future surpluses which
old stockholders should enjoy. Their former holdings could expect
but a fixed amount, and the maximum to be paid on their new bonds
and preferred stock is therefore rightly restricted. But fair play
dictates that they be given opportunity to receive the _same_ income
as before. If they must surrender 6 per cent bonds in exchange for 4
per cent bonds it is equitable to allow to them as well 50 per cent
of their original holdings in new 4 per cent preferred stock. The
corporation thus announces its intention of saving them unharmed if it
can possibly do so, while it insists that its solvency be not dependent
on the success of its attempt. This idea has been realized in a number
of cases with approximate exactness. The old third mortgage 6 per cent
bonds of the Northern Pacific in 1896 received 118½ per cent in new 3
per cents, 50 per cent in 4 per cent preferred stock, and 3 per cent in
cash,—which together could yield nearly the same as the old mortgage.
The holders of Chicago Division 5s of the Baltimore & Ohio in 1898
surrendered an annual income of $50 for a chance to receive $50.30;
the Union Pacific first mortgage 6s in 1898 obtained precisely 100 per
cent in new 4 per cent bonds and 50 per cent in new 4 per cent stock.
It would be too much to expect that such exactness should generally
obtain. The variations in security between issues, the well-founded
desire to distinguish and not at the same time to swell unduly the
amount of new stock put forth lead to fluctuations both above and
below the point of equivalence of return. The important fact to
remember is in short this: that the use of bonds with a fixed rate of
interest, together with bonds or stock upon which payment of interest
is optional, provides that compromise between the interests of the old
bondholders and the interests of the corporation which alone can afford
justice to both sides and can allow the reorganization to proceed.
Public-domain text, read in full here on John Shaqi.
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