Reverse convertible notes (RCNs) are complex, short-term structured financial products that can provide high yields but carry significant risks. Brokers promoted these notes to clients with the appeal of attractive fixed coupon payments, often much higher than typical bonds or fixed-income securities. However, they came with substantial risk, especially tied to the performance of a single stock or a basket of stocks.
Here’s how they worked:
- High Yield with Conditions: RCNs offered attractive yields, which were paid out as regular coupon payments. However, these payments came with the condition that the underlying stock or index would not drop below a certain level (the "knock-in" level).
- Risk of Principal Loss: If the underlying stock fell below the knock-in level during the term of the note and did not recover by the maturity date, the investor risked receiving shares of the underlying stock instead of the full principal. This left investors exposed to the potential decline in value of the stock.
- Potential for Large Losses: In volatile or declining markets, RCNs could lead to significant losses. Investors could end up with stock worth much less than their initial investment, despite the coupon payments they received during the term.
- Complexity and Suitability Concerns: Many investors were not fully aware of the downside risk due to the complexity of these products. Some brokers were accused of misrepresenting the risks or failing to ensure that the products were suitable for the investor’s risk tolerance and investment goals.
RCNs gained popularity prior to and during the financial crisis in 2008 when brokers marketed them as alternatives to low-yielding bonds. However, as markets fell, many investors saw significant losses when the underlying assets dropped, leading to lawsuits and claims of misrepresentation or unsuitable investment recommendations.
In the last eight years, reverse convertible notes (RCNs) linked to volatile stocks have continued to lead to losses for investors. Here are some examples of companies whose performance negatively impacted RCNs linked to them in recent years:
- Tesla, Inc. (TSLA): Tesla's stock is known for its volatility. While it has experienced huge gains over time, it also faced sharp, rapid declines that caused RCNs tied to it to trigger knock-in levels, leading to potential losses for investors during downturns, particularly in 2022 when it declined by around 65%.
- Meta Platforms (META, formerly Facebook): Meta’s shares faced steep declines in 2022, when it lost about 65% of its value due to issues with ad revenue, competition from TikTok, and concerns over its metaverse investments. Investors in RCNs linked to Meta faced losses as the stock dropped below knock-in levels.
- Netflix, Inc. (NFLX): Netflix shares were extremely volatile, especially in 2022 when the company lost subscribers and faced competition from other streaming platforms. RCNs tied to Netflix suffered as the stock declined by over 50% that year, triggering losses for investors.
- Nvidia Corporation (NVDA): Nvidia's stock has seen big price swings in recent years, including a substantial drop in 2022 due to semiconductor supply chain issues and concerns over demand. RCNs linked to Nvidia shares were impacted when the stock fell, affecting investors.
- Alibaba Group (BABA): Alibaba has been highly volatile due to regulatory crackdowns in China and economic concerns. RCNs linked to Alibaba faced steep losses as the stock declined sharply, especially from 2021 to 2022, when it fell from highs of over $300 to around $80.
- Snap Inc. (SNAP): Snap’s stock suffered multiple significant declines due to concerns over ad revenue, competition, and privacy regulation changes. RCNs tied to Snap were negatively affected as its stock dropped, particularly in 2022 when it lost around 80% of its value.
- Peloton Interactive, Inc. (PTON): Peloton’s stock soared during the pandemic but experienced a sharp decline as demand cooled, supply issues arose, and the company faced financial struggles. RCNs linked to Peloton took a hit as the stock lost most of its value from late 2021 into 2022.
- Roku, Inc. (ROKU): Roku faced significant stock declines due to slowing growth and competition in the streaming space, especially in 2022 when it dropped by around 80%. RCNs tied to Roku resulted in investor losses as the stock fell far below knock-in levels.
- Coinbase Global (COIN): The cryptocurrency exchange saw a massive drop in 2022 due to the downturn in the crypto market and regulatory pressures. RCNs linked to Coinbase suffered as its stock declined sharply, leading to investor losses.
- Moderna, Inc. (MRNA): Moderna saw high volatility as demand for COVID-19 vaccines fluctuated and investor sentiment shifted. RCNs linked to Moderna's stock were impacted by steep price swings, especially as vaccine sales stabilized post-pandemic.
These recent cases illustrate that RCNs linked to highly volatile tech, biotech, and emerging market stocks have continued to expose investors to significant risks. In downturns, RCNs can quickly turn from high-yield investments to substantial losses, underscoring the need for investors to fully understand the underlying risk.
In the past eight years, brokers such as Vontobel and Leonteq have issued reverse convertible notes based on Tesla’s stock. These notes attracted investors with high potential returns but carried significant risk, especially given Tesla's stock volatility. Vontobel, for instance, offered callable reverse convertibles with barriers set around 50% of Tesla's initial stock price, allowing for a potential 12-15% annual coupon if certain conditions were met. However, if Tesla's stock dropped below this barrier, investors risked principal losses. In 2023, Vontobel’s callable reverse convertible linked to Tesla stock faced redemption challenges when the stock’s performance failed to meet the barrier requirements, impacting returns for investors.
Similarly, Leonteq issued multi-barrier reverse convertible notes involving Tesla, Alphabet, and other stocks. These products also promised high yields (around 13.75% to 15% annually), but exposed investors to substantial downside risk if Tesla’s price fell below specified levels at maturity, converting to a loss on principal. These products highlight the risk-reward dynamics of structured products tied to high-volatility assets like Tesla in recent years, as seen in the offerings from Vontobel and Leonteq.
In recent years, reverse convertible notes (RCNs) on stocks like Tesla have been marketed by several large financial institutions. Some prominent firms that have issued or recommended these products include UBS Financial Services, Wells Fargo, Merrill Lynch, and RBC Capital Markets. These firms have faced scrutiny and even regulatory penalties for insufficient disclosures and unsuitable recommendations regarding these complex, high-risk products, which often come with substantial fees.
These notes appeal to investors with promises of high coupon rates, but they carry significant risk if the underlying stock declines. In Tesla’s case, volatility in its stock price has often resulted in losses for investors holding these products, as they may end up with shares worth far less than the note's original value. FINRA has repeatedly warned about the risks tied to RCNs, noting that the complexity and potential downside are often underestimated by retail investors, who may lack sufficient awareness of the high fees and risks involved. This concern has led to several advisories over the years cautioning investors and financial advisors to evaluate the suitability of these notes carefully.
Please call 1-888-760-6552 if your stock broker or financial advisor placed you in RCN's that lost significant value.