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Lesson 4 of 7 · 11 min

Preference share contingencies: upside, downside, and how preference sits between debt and common

Issuers sweeten preference shares with contingent features: some give investors upside, some protect their downside, some favour the issuer, and convertibility lets young companies raise money cheaply without giving up control today.

In short

  • The preferred dividend is a fixed percentage of par value (or of the original issue price); it does not move with company performance.
  • Upside features: participating (extra dividend above a profit threshold) and convertible (option to become common shares).
  • Downside features: putable (holder can sell back at the put contingency price), a liquidation preference payout and a negotiated minimum price.
  • Callable shares favour the issuer: the right, not the obligation, to buy the shares back at a preset price.
  • Convertibles let issuers pay a lower dividend than a standard preferred and avoid ceding ownership now; investors pay for the conversion option with that lower dividend.
  • Common shares: no obligation, residual, most uncertain, vote, indefinite. Preference: no obligation, senior to common, rarely vote, indefinite. Debt: obligation, most senior, no vote, finite.

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Preference share contingencies: upside, downside, and how preference sits between debt and common · Equity Instrument Features