Common and
preferred stockholders of failed institutions should be wiped out.
Not exact matches
A participating
preferred stock enables an investor to first get a return
of its dollar - for - dollar investment as a preference payment, before anyone else gets a single dollar, and then to continue to participate in the distribution
of the remaining proceeds as a common
stockholder based on its ownership percentage.
As
of June 30, 2015, there were no shares
of our Class A common stock and 291,005,896 shares
of our Class B common stock outstanding, held by 611
stockholders of record, and no shares
of our
preferred stock outstanding, assuming the automatic conversion and reclassification
of all outstanding shares
of our convertible
preferred stock into shares
of our Class B common stock effective immediately prior to the completion
of this offering.
While common
stockholders are afforded certain voting rights, economic participation in the event
of a liquidity event or declaration
of dividends is subordinate to creditor and
preferred shareholder cash distributions.
To be clear though,
preferred stockholders generally don't have a preference over traditional debt or convertible notes (another form
of short - term debt), so don't forget to check whether a company has outstanding debt obligations.
As
of September 30, 2015, there were no shares
of our Class A common stock and 297,294,713 shares
of our Class B common stock outstanding, held by 665
stockholders of record, and no shares
of our
preferred stock outstanding, assuming the automatic conversion and reclassification
of all outstanding shares
of our convertible
preferred stock into shares
of our Class B common stock effective immediately prior to the completion
of this offering.
This measurement disregards the
preferred stockholders and is the equivalent
of shareholders equity less
preferred equity.
In the course
of his opinion, Chancellor Chandler addressed the fiduciary duties corporate managers owe
preferred stockholders:
For the calculation
of diluted net loss per share, net loss per share attributable to common
stockholders and
preferred Series D, E, F, and FP
preferred stockholders for basic net loss per share is adjusted by the effect
of dilutive securities, including awards under our equity compensation plans.
Based on shares outstanding as
of December 31, 2016, on the closing
of this offering, we will have outstanding a total
of shares
of Class A common stock, shares
of Class B common stock, and shares
of Class C common stock, assuming no exercise
of outstanding options, and after giving effect to the conversion
of all outstanding shares
of our
preferred stock into shares
of Class B common stock on the closing
of this offering and the sale
of Class A common stock by the selling
stockholders in this offering.
The unaudited pro forma basic and diluted net income per share attributable to common
stockholders, which has been computed to give effect to the assumed automatic conversion
of the redeemable convertible
preferred stock into shares
of common stock using the if converted method upon the completion
of a qualifying IPO and the elimination
of the revaluation adjustment on the redeemable convertible
preferred stock warrants due to the automatic conversion
of those warrants into common stock warrants (not subject to revaluation) as though the conversion had occurred as
of the beginning
of the period.
The unaudited pro forma information as
of March 31, 2015 presents the Company's
stockholders» equity as though all
of the Company's redeemable convertible
preferred stock outstanding had automatically converted into shares
of common stock upon the completion
of a qualifying initial public offering («IPO»)
of the Company's common stock.
The pro forma
stockholders» equity presents our
stockholders» equity as though all
of the convertible
preferred stock outstanding automatically converted into shares
of common stock on a 1 for 1 basis, except for the Series C convertible
preferred stock which is convertible on a 1 for 1.05 basis (see Note 6), upon completion
of a qualifying initial public offering.
In addition, the pro forma
stockholders» equity assumes the reclassification
of the redeemable convertible
preferred stock warrant liability to additional paid - in capital upon a qualifying IPO
of the Company's common stock, assuming the redeemable convertible
preferred stock warrants automatically become common stock warrants that are classified as equity and are not subject to remeasurement.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements
of operations, redeemable non-controlling interest, redeemable convertible
preferred stock and
stockholder's deficit and cash flows present fairly, in all material respects, the financial position
of Zipcar, Inc. and its subsidiaries (the «Company») at December 31, 2008 and 2009, and the results
of their operations and their cash flows for each
of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States
of America.
We have entered into a sixth amended and restated
stockholders» agreement, dated as
of April 20, 2010, with holders
of our
preferred stock and certain holders
of our common stock, including some
of our directors, executive officers and holders
of more than five percent
of our voting securities and their affiliates, pursuant to which the holders
of preferred stock have a right
of purchase and co-sale in respect
of sales
of securities by our founders and common
stockholders party to the agreement.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements
of operations, comprehensive loss, redeemable convertible
preferred stock, convertible
preferred stock and
stockholders» deficit, and cash flows present fairly, in all material respects, the financial position
of Twitter, Inc. and its subsidiaries (the «Company») at December 31, 2012 and 2011, and the results
of their operations and their cash flows for each
of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States
of America.
Equity value also refers to the interest, which is the amount a
stockholder has invested in the shares
of a company with regards to their ownership
of common or
preferred stock.
In such case, the composition
of the board in future elections typically defaults to one vote per share (
preferred converted to common basis) and may be favorable to the common
stockholders as they typically control a majority
of the outstanding shares.
A voting agreement among the common and
preferred stockholders forces the
stockholders to vote in favor
of director nominees selected in a certain manner (i.e. all
of the Series A
stockholders agree to vote in favor
of the nominee from VC Fund X for the Series A seat).
Payoneer Inc. in connection with a $ 233 million financing, including the purchase by certain investors
of up to $ 80 million
of Series E
preferred stock from Payoneer and up to $ 153 million
of common and
preferred stock from existing Payoneer
stockholders.
That said, I would be uncomfortable owning Fannie or Freddie here; just because the government might stand behind senior obligations doesn't mean they would take care
of the common and
preferred stockholders, or even the subordinated debt.
Stockholders» equity: The dollar value
of all holdings
of preferred and common stock, including any Paid - In Surplus, plus retained earnings.
Parity Parity price Participating
preferred stock Participating (semi-fixed) Trusts Partnership Par value Passive income Pass - through security Payment date P / E ratio Penny stocks PHA Bonds Phantom income Pink sheets Placement Ratio Plan completion life insurance PN Point Portfolio income Position limits Positions book Pot Power
of attorney Pre-dispute arbitration clause Preemptive right
Preferred stock Preliminary prospectus Preliminary study Preliminary statement Premium Pre-refunding Pre-sale order Price to Earnings ratio Primary distribution Primary market Prime rate Principal Principal
stockholder Principal transactions Private placement Private placement memorandum Private securities transaction Proceeds sale Production purchase program Profile Profit - sharing plans Program trading Progressive tax Project note Prospectus Prospectus delivery period Proxy Prudent Man Rule Public float value Public Housing Authority Bonds Public Offering Public offering price Purchaser's representative Put bond Put option Put spread
Bondholder claims rank higher than
preferred stockholders in both their regular interest payments and in assets in the event
of liquidation, but
preferred stockholders rank above common
stockholders.
In the event
of a company's liquidation, common
stockholders have lowest priority and receive assets only after bondholders,
preferred stockholders, and other debt holders have been paid in full.
These provisions include «poison pills,» blank check
preferreds, super voting common stocks, staggered elections for Boards
of Directors, super majority voting provisions, preventing
stockholders from convening special meetings, and having the company itself finance all
of management's expenditures where there is a contest for control.
The strongest proposals received to date include most
of the following: (1) commercial or near commercial products; (2) revenue or near - revenue generating opportunity; (3) potential for sustainable operations without the need for equity financings; (4) sales and marketing support from a strong commercialization partner; (5) reduced remaining regulatory risk; (6) attractive growth potential; and (7) willingness to provide liquidity to Avigen
stockholders who need or
prefer cash.
In the end, your Board is committed to bringing the best transaction, if any, to
stockholders for a vote and providing a liquidity option for
stockholders that would
prefer to redeem part, if not all,
of their shares for cash.
A
preferred stock gets priority in receiving dividends and precedence over common
stockholders (after bond holders and other creditors though) in the event
of a liquidation
of corporate assets (like in a bankruptcy).
Holders
of senior debt secured by a claim to assets
of the company will be first in line, followed by junior / subordinated debt holders, followed by
preferred stockholders, and finally those holding common stock.
In consideration
of the static dividend payment,
preferred stockholders give up the right to vote.
Bank debt is a loan to a corporation that typically has first priority to make claims on the company in bankruptcy, ahead
of the bondholders, much less the
preferred stockholders and the common equity.
Holders
of all types
of preferred stock receive priority over common
stockholders.
Also, the board
of directors can vote to suspend the dividend payments, and the
preferred stockholders can not sue them.
The holder
of the
preferred share gets only the $ 10 dividend, but the common
stockholder will receive the higher dividend.
After the deal completes, Heinz will not produce a lot
of profits for the common
stockholders, because Buffett's
preferred stock and the additional debt will eat up most
of the gross profits.
«
Preferred» stock usually gives up the voting rights, but pays a higher dividend percentage (maybe double or triple that
of common stock) and may have payment guarantees (if a promised dividend is missed in one quarter and then paid in the next, the
preferred stockholders get their dividend for the past and present quarters before the common shareholders see a penny).
If a merger or acquisition
of another company or asset were put to a
stockholder vote, we would vote against such a proposal and believe that other
stockholders would likely
prefer to have their capital returned to them.
Even the holder
of a low - rated bond is entitled to a share
of a failing company's assets ahead
of preferred or common
stockholders.
In the case
of liquidation
of the business, owners
of common stock are last in line behind creditors, bondholders, and
preferred stockholders.
Representing General Electric Co., GE Capital, and its former directors in a fiduciary duty class action brought in the Delaware Court
of Chancery by a former GE Capital
preferred stockholder, challenging GE's merger with GE Capital.
Frank, you can do some really good stuff in an Operating Agreement, like having members as
preferred stockholders and common, in concept... spliting voting rights, having other events
of withdrawl and indemnification agreements.
In a lengthy letter to the Konover board, shareholders represented by Greenwich, Conn. - based Mercury Partners LLC complain that the transaction is a bargain basement deal designed to the benefit
of Paris - based Lazard, the parent company
of Prometheus, and to the detriment
of Konover's
preferred and common
stockholders.