Preferred Equity: A Deep Dive into Private Markets
At its core, preferred equity represents an ownership interest in a company, similar to common equity. However, as the name suggests, preferred equity holders have certain "preferences" over common equity holders. These typically include priority in dividend payments and a higher claim on assets in the event of company liquidation. Unlike debt, though, there isn’t an obligation for the company to repay the principal amount of the investment, which differentiates it from traditional loans.
Private companies, especially those in the growth phase or navigating a complex financial situation, find preferred equity attractive for several reasons:
Flexibility: The terms of preferred equity can be tailored to meet specific needs. For instance, a company might opt for a non-cumulative dividend, which means they don’t owe back dividends if they skip a payment.
Less Dilution: While it still involves selling a part of the company, the dilution of ownership and control can often be less with preferred equity compared to common equity.
No Fixed Payments: Unlike debt, preferred equity doesn’t burden the company with mandatory interest payments. This can be invaluable for companies with unpredictable cash flows.
Investors, on the other hand, are attracted to preferred equity in private markets because:
Higher Yield Potential: The dividends on preferred equity often yield higher than the returns on debt instruments.
Seniority in Claims: In the unfortunate event of a company’s dissolution, preferred equity holders stand ahead of common shareholders when it comes to the distribution of remaining assets.
Upside Potential: In some structures, preferred equity may come with conversion rights to common shares, allowing investors to participate in the company's potential upside.
In the broader spectrum of private market financing, preferred equity sits between senior debt and common equity. It provides a risk-return profile that might be deemed too risky for traditional lenders and yet less risky for equity investors.
However, it's essential to recognize that not all preferred equity deals are created equal. The specifics of the deal, such as the dividend rate, conversion rights, and redemption provisions, can vary widely. As such, companies and investors must scrutinize the terms closely to ensure alignment with their respective goals.
Cost of Preferred Equity
Dividend of Pref. Shares
Price of Pref. Shares
While preferred equity offers a myriad of benefits, it also comes with its own set of challenges. For businesses, dividend payments, albeit optional, can still strain financials if managed prudently. There’s also the potential for conflicts of interest between preferred and common equity holders, especially during financial distress.
Investors, too, must be cautious. Preferred equity in private markets can be illiquid, and there's always a risk that the company might underperform, putting dividends and principal at risk.
While the basics of preferred equity might seem straightforward, the devil is often in the details. The complexities associated with private market transactions make it essential for both companies and investors to be well-prepared.
Private Market Due Diligence: One of the most significant advantages of the private markets is the ability to negotiate terms, but this also means that every deal can be vastly different. Companies should be clear about their willingness to offer and at what cost. Investors, on the other hand, need to perform thorough due diligence. Beyond just financial metrics, understanding the company’s vision, management strength, market position, and growth potential is paramount.
Legal Framework: Given that preferred equity sits in a unique position, the legal framework surrounding it can be intricate. Companies and investors alike must ensure that all agreements are iron-tight to avoid future disputes. This requires a clear articulation of rights, responsibilities, and the recourse available to each party.
The Future of Preferred Equity: As the global economy witnesses shifts, and as start-ups and established companies alike search for innovative financing methods, preferred equity's allure in private markets is bound to increase. Its hybrid nature makes it adaptable, and in an era characterized by uncertainty and rapid change, adaptability is golden. However, for its potential to be fully realized, all stakeholders need to approach preferred equity with a combination of enthusiasm and caution, balancing the promise of returns with the inherent risks.
The appeal of preferred equity in private markets is evident. For businesses, it offers a lifeline of funding without the stringent demands of debt. For investors, it provides attractive yield potential and a slice of the company's future. However, like all investments, it's crucial to dive deep into the terms, understand the risks, and ensure alignment with one's financial objectives.
With the ongoing evolution in finance, the prominence of preferred equity looks set to grow. As more businesses and investors explore this avenue, preferred equity could become a staple in the portfolios of those venturing into private markets.
In conclusion, preferred equity in the private markets presents a compelling proposition for companies needing capital and investors seeking diversified returns. With the right approach, it could reshape the private financing landscape in the years to come.
Like all investments, there are different risk and liquidity profiles associated with the collectible’s universe. And while some may elect to invest directly in the assets themselves, which may require a bit of luck and a lot of due diligence/expertise. Others may elect to seek exposure to the technology platforms facilitating further growth of these industries. Often times to do this, one will have to find a way to invest directly in the technology platform itself, which in and of itself contains its own unique sets of risks and challenges. Or, one can pursue a different avenue to partner with an asset manager, namely a private equity or venture capital fund that specializes in consumer technology. These funds develop strategies around technology platforms supporting high-growth consumer segments, such as the collectibles market. If you’re interested in learning more about the funds supporting this interesting segment, please feel free to reach out to one of the Crystal Capital IR team members.
- Schucht, F. (2022, June 18). Deep dive into preferred stock. The Scalable Investor.
- Issuing preferred shares: An in-depth analysis. Montague Law. (2023, September 7).
- Bary, A. (2023, October 6). Preferred shares offer higher yields-and lower tax rates. barrons.
- Pimco. (n.d.). Understanding Preferred Securities. Pacific Investment Management Company LLC.
- What are high yield preferred stocks?. Herold Financial Dictionary. (2016, December 2).