A European defence company that announces a capital raise has told its investors almost nothing about what it can now build. The figure in the headline is a nominal amount of securities. What matters to anyone assessing the company’s capacity to act is a different set of quantities: the cash that actually crossed the boundary into the business, the portion of that cash already spoken for before it arrived, the claims it was raised to settle, and the form in which those claims will eventually be discharged. These quantities diverge, and they diverge in ways that are neither accidental nor concealed. They are written into the terms of the instruments. A hybrid security can be recognised as equity in the issuer’s own accounts while still carrying a coupon, a reset formula and a conversion right; a convertible bond can be split at issuance into an equity component and a financial liability, and the liability can then be extinguished without a single euro of principal leaving the company. In both cases capital has been raised and something has been given up, but what was given up is not the same thing, and it does not appear in the same place. The question this creates for corporate finance teams, lenders, investors and the officials who read defence-labelled capital as a proxy for industrial effort is therefore not how much has been issued. It is which claim on corporate resources the instrument replaces, and what the company surrenders in exchange.
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