Warrants (“share purchase warrants”) are a financial instrument that can be an important tool for boosting investment returns. For novice investors, this begs the question: what is a warrant?
A warrant is a form of stock option that comes into existence most commonly via the private placement process (for further general details here, please see
Private Placements 101). Typically, when a company offers a large block of shares to finance a private placement, participating investors also receive share purchase warrants as an incentive for participation in the financing.
The most common structure in these private placements is for ½ of a share purchase warrant to accompany each common share (each “unit”) purchased in the private placement. Occasionally, companies will offer a full warrant with each common share.
These share purchase warrants entitle the holder to acquire an additional common share at a fixed price (known as the execution price), for a fixed period of time. The way that investors can prosper from the acquisition of these warrants is simple. If the share price for the offering company rises above the execution price of the warrants, then investors can exercise these warrants (i.e. convert them into new common shares) at a price below which they can purchase the same shares on the open market.
The exercise price on warrants is almost always significantly higher than the unit price in the original financing. Thus, for investors to be able to capitalize on their warrants, the issuing company’s share price needs to rise high enough to exceed the exercise price. And this needs to occur
prior to the expiration date of the warrants.
For this reason, investors should pay close attention to the “warrant life” (the length of time until expiry) of these share purchase warrants. “Long-life warrants” (those with a multi-year time horizon) obviously offer much greater potential for an investor to prosper because there is much more time for the share price of the issuing company to rise high enough for the warrants to be “in the money”.
However, this is not the only way for investors to acquire (and prosper from) warrants. With some larger financings where an enormous number of warrants come into existence (typically in the millions or tens of millions), the issuing company can choose to have their warrants listed on a stock exchange – and thus become tradeable just like common shares.
Here is where the
leverage of warrants enters the picture for more sophisticated investors who are interested in buying warrants on the open market. A numerical example will exhibit how this leverage works.
Suppose Company A does a large financing. A total of 20 million new common shares come into existence, and along with those common shares are 10 million share purchase warrants. To make things simple, at the time of the financing, the unit price for common shares is $1 per share (with ½ share purchase warrant) and Company A is currently also trading on the market at $1 per share.
Company A sets the exercise price for the warrants at $1.50, with the warrants being valid for a period of two years from the date at which the financing closed. Obviously, with shares trading at $1.00, there is no incentive to list the warrants for trading as no one would be interested in acquiring these warrants when the share price is well below the exercise price.
Now suppose the share price for Company A quickly rises to $1.50 per share and Company A decides to list its warrants for public trading. Imagine you are an investor wanting to acquire a position in Company A at this time.
You now have two ways to acquire a position. You can choose the most common route of simply purchasing Company A’s common shares at the market price of $1.50 per share. Or, if you’re wanting to increase your leverage (and take on a higher level of risk), you might want to buy some of Company A’s warrants.
Note that at $1.50 per share, Company A’s warrants will trade at a price substantially above zero. This reflects the speculative value/leverage potential of these warrants. For hypothetical purposes, assume that warrants can be purchased at $0.25 at this time.
If you buy shares, obviously you’re starting your investment even: your shares are trading at the purchase price. If you bought warrants instead, however, you would effectively start -$0.25 in the hole. This is because the share price would have to rise to $1.75 in order for a warrant investor to be able to break even by buying the warrant and then exercising it ($0.25 + $1.50 = $1.75).
Now let’s suppose that the share price rises to $2.00 per share. The investor who bought shares at $1.50 has made a 33% gain – not bad at all. But have a look at the warrant-holder who bought warrants at $0.25 and was originally down on his/her investment.
At $2.00 per share, the investor’s warrants are now clearly “in the money”. The investor can exercise those warrants (at the exercise price of $1.50) and still be ahead of the game versus simply purchasing more shares on the open market.
However, assuming the warrants still have significant life before expiry, this investor would probably do much better by selling those warrants on the open market. Consider.
If the warrants were trading at $0.25 when the share price was at $1.50 (a fairly normal premium), what will be the open market price for those warrants with the share price at $2.00? Obviously, the warrant price would likely be at least $0.75, meaning
the warrant-holder could sell the warrants having tripled his/her investment, versus the 33% return from buying common shares.
In fact, at $2.00 per share Company A’s warrants would likely trade even higher than $0.75 reflecting a higher premium due to the much lower level of risk, since the warrants are already in the money.
The obvious risk in trading in warrants is if the share price of the offering company does
not rise and the warrants never become profitable. This means that (unlike common shares) there is a much more substantial risk of warrants falling to zero than with respect to the shares of any publicly listed company.
For this reason, trading in warrants is an activity for more sophisticated investors. Investors not only need to carefully evaluate the fundamentals of issuing companies, they also need to be highly cognizant of the lifespan of the warrants and be confident in their assessment of future market conditions. It’s only when all factors are favorable that prudent investors will want to speculate in the trading of warrants.