EntFin-Ch13 Flashcards
Security structure and determining enterprise value (43 cards)
common stock
least senior claim to venture assets.
get: voting rights, right to dividend, preemptive rights
preemptive rights
right for existing shareholders to buy additional shares to not get diluted. first chance to buy new issues
preferred stock
equity claim senior to common stock. preference on dividends and liquidation proceeds. dividends usually percentage of par value
participating preferred stock
participation rights to common dividends (at least partly) before everyone else
paid in kind preferred stock
your dividends are allowed to be paid in more preferred stock. good if company wants to conserve cash
redemption feature
company can buy back your preferred stock within certain time period
convertible preferred stock
preferred stock able to be converted to common stock
conversion ratio
how many common stock you get per preferred convertible stock
conversion price
par value divided by how many commons stocks you can get for it
where to find conversion ratio
articles of incorporation
down (reset) round
venture round (common stock?) priced last round
antidilution protection
- allows changes to conversion price (and ratio) to protect value in the event of a down round
- two kinds:full ratchet and weighted average
full ratchet protection
- adjust conversion price to the new down round value
- no dilution
- preferred shares reset to current round price per share
weighted average protection
only partially adjusts the conversion price to protect against dilution
two types of weighted average protection
- conversion price formula
- market price formula
conversion price formula
new price=(old conversion value+new issue value)/(total shares after)
BENEFITS NEW INVESTORS
market price formula
new price=(old conversion price)*(shares before issue+%of mkt value new capital raised)/(total shares after issue)
BENEFITS OLDER INVESTORS
convertible debt
- debt that converts to common equity
- bankrupcy rights senior to preferred shares
option
right to buy of sell shares of stock
call option
right (not obligation) to buy shares in future at specified price. almost like a coupon
put option
right (not obligation) to sell shares at specified price
American-style option
can be done at anytime before expiration
European-style option
option can only be exersized at expiration
bermuda style option
option can only be exersized at specific set of dates