Participating preferred stock is

preferred stock Preferred stock (also called preferred shares, preference shares, or simply preferreds) is a component of share capital that may have any combination of features not possessed by common stock, including properties of both an equity and a debt inst ...

that provides a specific

dividend A dividend is a distribution of profits by a corporation to its shareholders. When a corporation earns a profit or surplus, it is able to pay a portion of the profit as a dividend to shareholders. Any amount not distributed is taken to be re-i ...

that is paid before any dividends are paid to

common stock Common stock is a form of corporate equity ownership, a type of security. The terms voting share and ordinary share are also used frequently outside of the United States. They are known as equity shares or ordinary shares in the UK and other Comm ...

holders, and that takes precedence over common stock in the event of a liquidation. This form of

financing Funding is the act of providing resources to finance a need, program, or project. While this is usually in the form of money, it can also take the form of effort or time from an organization or company. Generally, this word is used when a firm use ...

is used by

private equity In the field of finance, the term private equity (PE) refers to investment funds, usually limited partnerships (LP), which buy and restructure financially weak companies that produce goods and provide services. A private-equity fund is both a t ...

investors and

venture capital Venture capital (often abbreviated as VC) is a form of private equity financing that is provided by venture capital firms or funds to startups, early-stage, and emerging companies that have been deemed to have high growth potential or which h ...

(VC) firms. Holders of participating preferred stock have the choice between two payoffs: a liquidation preference or an optional conversion. In a liquidation, they first get their money back at the original purchase price, the balance of any proceeds is then shared between common and participating preferred stock as though all convertible stock was converted. In an optional conversion, all shares are converted into common stock. Holders of participating preferred stock will always pick the option with the highest payoff. In a liquidation, participating shares distribute the remaining assets with common stock pro rata. Pro rata means as a function of number of common shares on an as converted basis. The remaining proceeds are distributed based on ownership. Like

, preferred stocks represent partial ownership in a

company A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared ...

. Preferred stock shareholders may or may not enjoy any of the voting rights of those holding

. Also, unlike

, a preferred stock pays a fixed dividend that does not fluctuate. Often the

is cumulative. Thus, the company must pay all unpaid preferred dividends accumulated during previous periods before it can pay dividends to common shareholders. If the

is unable to pay this

, the preferred shareholders may have the right to force a liquidation of the company. If the dividend is not cumulative, preferred shares are not paid a dividend until the board of directors approves of a dividend. Participation in liquidations in venture capital fundraising has slowly come out of trend. In the second quarter of 2017, financings that provided participation made up only 13% down from 25% in Q3 2015. When participating, entrepreneurs have the option to set a cap on participation. This means after liquidation, holders of participating preferred shares can have a payout up to a certain multiplier of their initial purchase price. In Q2 2017, 69% of financings had no cap on participation. Participating preferred is often used as a "bridge" between a company that desires a higher valuation and a VC that believes in a lower valuation. A VC will agree to a higher valuation if it is accompanied by a participating preferred security—essentially challenging the company to earn the upside of the higher valuation. Participating shares give a VC the best potential upside as they can freely choose from liquidation or an optional conversion. The main benefit of owning preferred stock is that the investor has a greater claim on the company's assets than common stockholders. Preferred shareholders always receive their dividends first and, in the event the company goes bankrupt, preferred shareholders are paid off before the holders of

. In general, there are five different types of preferred stock: cumulative preferred, non-cumulative, participating, convertible, and callable.Kaplan Series 7 License Exam Manual, 9th edition

References

{{reflist Corporate finance Equity securities Stock market