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    Equity Instrument Features

    1 / 20

    Equity instrument features

    In the next few minutes:

    1. What an equity instrument is, and how it differs from debt
    2. Common shares versus the many kinds of preference shares
    3. How private equity differs from publicly listed equity

    Equity is ownership

    An equity instrument is a security that gives you ownership of part of a company.

    • Limited liability: if the company fails, you can lose what you invested, but creditors can't come after you for more.
    • Residual claim: you own what's left of the assets after higher-priority claims, such as debts and taxes, are paid.
    • Often, voting rights on company decisions.

    Two ways equity differs from debt

    FeatureDebtEquity
    LifeFinite: it has a maturityIndefinite: ends only through an event such as an acquisition or liquidation
    PaymentsInterest and principal are contractual obligationsDividends are paid at the company's discretion

    A dividend is a distribution of the company's net income to shareholders. Skipping one is not a default.

    Dividends follow the company life cycle

    A company's dividend policy usually changes as it ages:

    Start-upNo revenue, negative cash flow. Nothing to distribute.
    GrowthRevenue rising. Earnings are reinvested to grow the business.
    MatureStable cash flow, fewer growth projects. Regular dividends.
    DeclineFalling revenue and cash flow. Future dividends are in doubt.

    Check yourself

    A company's revenue is rising quickly and its cash flow has just turned positive. Its dividend policy is most likely to:

    The prospectus spells out the rights

    Before selling equity, a company gives investors an equity prospectus. It discloses the security's rights and how the company plans to use the money raised:

    • Voting rights on company matters
    • Dividend rights to regular or special dividends
    • Conversion rights to change into another security type
    • Liquidation rights if the company dissolves
    • Split, subdivision or combination rights
    • Preemptive rights: a first chance to buy future share issues

    Common shares

    Common shares are the most frequently issued form of equity.

    • Residual claim: in a liquidation, paid after debtholders, other creditors and preferred stockholders.
    • Dividends: no obligation to pay; the company decides each period.
    • Voting: for the board of directors, on mergers and on the choice of auditors. A holder who can't attend the meeting can vote by proxy.

    The issuer raises capital and keeps control. Investors get fractional ownership with a small outlay.

    Preference shares: part equity, part debt

    Preference shares (preferred stock) mix features of both:

    Like common equityLike debt
    Dividends are not a contractual obligationFixed periodic payments
    Usually no maturityUsually no voting rights

    They also carry a liquidation preference: a set payout ahead of common shareholders if the company is wound up.

    The preferred dividend

    A preference share has a stated par value. Its dividend is a fixed percentage of par:

    Dividend=rate×par\text{Dividend} = \text{rate} \times \text{par}

    Worked example: Kaveri Foods issues preference shares with a par value of 100 and a 6% dividend rate. Each share pays 6% × 100 = 6 a year.

    Cumulative: missed dividends pile up

    Kaveri skips its preferred dividend for two years, then resumes in year 3.

    • Cumulative preference shares: missed dividends (arrears) must be made up before common shareholders get anything.
    • Noncumulative: missed dividends are lost. But in any period, the preferred dividend still comes before common.
    Owed per share before common is paidCumulativeNoncumulative
    Arrears (years 1 and 2)120
    Year 3 dividend66
    Total186

    Check yourself

    A company's 5% cumulative preference shares have a par value of 100. It paid no dividends last year or the year before. To pay a common dividend this year, it must first pay each preference share:

    Participating and convertible

    • Participating preference shares get extra dividends if profits pass a set level, and may receive more than par in a liquidation. Smaller, riskier firms issue them so investors share the upside.
    • Nonparticipating shares get par value in a liquidation and no extra dividends.
    • Convertible preference shares can be exchanged for common shares at a conversion ratio fixed at issue. Common in risky early-stage firms: investors get upside, and the firm raises capital at a lower cost than issuing common shares.

    Callable versus putable

    The question is who holds the option.

    Option holderThe issuer
    PriceCall price

    The company has the right, but not the obligation, to buy the shares back at a prespecified call price.

    Check yourself

    Compared with nonparticipating preference shares, the main advantage of participating preference shares is that they can:

    Private equity is different

    Private equity is usually issued to institutional investors through private placements. Compared with public equity:

    SizeTypically smaller
    Life cycleEarlier (start-up, growth) or later (decline)
    DisclosureMore limited
    Owners and managersGreater overlap
    OwnershipMore concentrated

    Private firms aren't bound by the reporting rules for publicly traded firms, so disclosure is thinner.

    Four types of private equity

    Each fits a stage of the company life cycle:

    Venture capitalFunds start-up, development and early growth. Illiquid: investors often wait years to exit.
    Growth equityCapital raised in the growth stage. Can reduce the concentrated ownership of the venture stage.
    Buyout equityTargets mature companies that seem to be underperforming, then restructures capital or operations.
    Special situationsDistressed, declining, restructuring or reorganizing companies.

    Buyouts and PIPEs

    • Take-private transaction: a buyout of a publicly traded company in which the investors gain full control.
    • Leveraged buyout (LBO): investors buy all the equity using debt. Targets usually have enough cash flow to service the debt, or undervalued assets to sell.
    • Management buyout (MBO): an LBO in which the buyers are current management.
    • Private investment in public equity (PIPE): a listed company that needs capital quickly sells equity privately to investors.

    Check yourself

    Compared with public equity, private equity is least likely to have:

    Remember this

    • Equity: ownership, limited liability, residual claim, indefinite life, discretionary dividends.
    • Preferred dividend = rate × par. Cumulative shares carry arrears ahead of common.
    • Participating = extra dividends. Convertible = swap into common. Callable = issuer's option. Putable = holder's option.
    • Private equity: smaller, less liquid, less disclosure, concentrated ownership and control, restricted sales.
    • Venture capital, growth, buyout, special situations: early to late in the life cycle.

    That's the reading.

    Now test it on exam-style questions while it's fresh.