Convertible Preferred Stock: Definition, Common Terms, and Example

Convertible preferred stock is a type of preferred share that also grants the holder the option to convert them into a specified number of common stock shares. Consider a convertible preferred stock issued by hypothetical company ABC Inc. at $1,000, with a conversion ratio of 10 and a fixed dividend of 5%. The conversion price is thus $100, and ABC’s common shares need to trade above this threshold for the conversion to be worthwhile for the investor. Even if the common shares are trading close to $100, it may not be worth it to convert since the preferred shareholder will be giving up their fixed 5% dividend and higher claim on company assets.

When convertible preferred stock is converted into common stock?

When convertible preferred stock holders choose to convert their stocks to common stocks, the stocks they receive are newly issued. This increases the total number of common shares. Because the number of common shares increases while the value of the company remains the same, the value of existing shares goes down.

In theory, original purchasers of stock are contingently liable to the company for the difference between the issue price and par value if the stock is issued at less than par. However, as a practical matter, par values on common stock are set well below the issue price, negating any practical effect of this latent provision. Convertible preferred stock is a type of stock that can be converted into a predetermined number of common shares at a specific time and price. In the event of liquidation, the holders of preferred stock must be paid off before common stock holders, but after secured debt holders. Preferred stock holders can have a broad range of voting rights, ranging from none to having control over the eventual disposition of the entity.

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Unfortunately, your friends and family may be over-leveraged as well and be unable to provide the capital infusion you need. Preferred stock that can be exchanged by the holder for a specified number of shares of common stock of the same company. Recall that preferred dividends are expected to be paid before common dividends, and those dividends are usually a fixed amount (e.g., a percentage of the preferred’s par value). In addition, recall that cumulative preferred requires that unpaid dividends become “dividends in arrears.” Dividends in arrears must also be paid before any distributions to common can occur.

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Preferred stock accounting

This is because when the preferred stock is converted into common stock, the number of outstanding shares increases. Participating convertible preferred stock is a type of preferred stock that allows the holder to participate in the company’s profits on a pro-rata basis with common shareholders. Convertible preferred shares typically pay a fixed cash dividend out of a company’s retained earnings, while convertible bonds pay a coupon rate, which is a periodic interest payment booked as a liability for the firm.

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  • While convertible preferred stock offers higher dividend payments than common stock, it also has lower dividend rates than bonds.
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  • There can be a great variation in characteristics among preferred stock issues.

The types of convertible preferred stock include mandatory, voluntary, participating, non-participating, callable, puttable, fixed-rate, floating-rate, adjustable-rate, reverse, and exchangeable. However, convertible preferred stock also has several drawbacks, such as dilution of ownership, lower dividend rates, higher costs, and risk of conversion. Convertible preferred stock carries the risk that it may not be converted into common stock. This means that if the company’s common stock does not perform well, the value of the preferred stock may not increase.

What are the drawbacks of convertible preferred stock?

The contractually set conversion ratio determines the number of common shares each share of preferred stock may be converted into. The conversion ratio is the number of common shares that can be obtained for each preferred share that is converted. This ratio is usually predetermined by the company when it issues the convertible preferred stock. This means that if the company is liquidated, preferred stockholders will be paid first before common stockholders. This provides an added layer of protection for investors who hold convertible preferred stock.

  • This means that the holder has the flexibility to choose whether or not to convert their shares into common stock based on market conditions or their own investment strategy.
  • If the common shares move up to $90, the conversion premium shrinks to $100, or 10%.
  • Note however, because this is advantageous for investors, convertible preferred stock typically trades at a premium over regular preferred shares and may also carry a comparatively lower dividend rate.
  • This enables raising needed capital but preserves the ability to control and direct the company.

After consulting with your financial advisor, you decide preferred stock is the best way to raise new capital. Preferred stock shareholders do not vote to elect directors or in other corporate matters, so management retains control of the company. Preferred stock shareholders receive set dividend payments, somewhat like interest payments for a bond. If cash flow does not support dividends the board can forego the dividend payment at its discretion. There can be a great variation in characteristics among preferred stock issues.