Key Takeaways

  • Corporations issue preferred stock to raise capital without giving up voting control.
  • Preferred shareholders have priority over common shareholders in dividends and liquidation payouts.
  • Preferred stock offers companies balance sheet flexibility, helping manage debt-to-equity ratios.
  • Issuers can tailor preferred stock with features like fixed or floating dividends, call provisions, and convertibility.
  • Preferred stock provides predictable income streams to investors, making it attractive in uncertain markets.
  • Reasons corporations issue preferred stock include avoiding dilution of control, enhancing financial stability, and attracting different classes of investors.

Why companies issue preferred stock is different than the reason they go public and offer common stock. Preferred stock is a form of equity, or a stake in the company's ownership. Instead of being a form of debt equity, preferred stock works more like a bond than it does like a share in a company. Companies issue preferred stock as a way to obtain equity financing without sacrificing voting rights. This can also be a way to avoid a hostile takeover. A preference share is a crossover between bonds and common shares.

Preferred Shareholders Are Higher in the Payout Order

While basically a form of stock investment, preferred stockholders are in the payout lineup right behind the debt holders in a company's credit holder lineup. Common stockholders fall in line to receive payment after preferred shareholders, but if the company folds, all debt holders get paid before any stockholders, preferred or common. Demand is the driving force behind the issuance of preferred shares. These shares are wanted by investors. Preference shares are valued by investors as a way to reduce risk while ensuring preferred status for payment if the company files bankruptcy.

Attracting a Broader Investor Base

One of the main reasons corporations issue preferred stock is to appeal to investors who want the stability of bonds but also desire equity exposure. Preferred shares often provide steady dividends, making them attractive to retirees or institutional investors seeking reliable income. By offering preferred stock, companies can diversify their investor base beyond common stockholders and bondholders, enhancing overall market interest in the company.

Perpetual, Long-Term Investments

Think of preferred stock as a long-term investment. These shares have terms from 30 to 50 years in length, or are perpetual with no maturity date no matter how long they are held. Plus, some of the 30-year stocks can be extended for an extra 19 years if desired. Preferred shareholders receive a return that's based on dividend yield, and this can be a floating or a fixed rate. This differs from how common stock shareholders, who benefit whenever a company grows, are paid.

Flexibility in Dividend Structures

Corporations use preferred stock to design dividend payments that align with their financing strategies. Dividends may be fixed, floating, or adjustable, allowing issuers to adapt to changing market conditions. Some preferred stock is cumulative, ensuring unpaid dividends accumulate and must be paid later, while others are non-cumulative, providing more flexibility to the issuing company. This ability to tailor dividend obligations is a key reason corporations issue preferred stock.

Call Provisions and Risk

One potential drawback preferred shareholders face is that a call provision is usually part of the equation. Call provisions, along with preferred stock's long time to maturity, are considered undesirable by some investors. Fixed income investing in stock with long-term maturities have proven to offer the weakest risk/reward benefits, meaning investors see the lowest return for the amount of risk they incur.

Convertible Features and Capital Strategy

Many preferred shares include a conversion option, allowing holders to exchange their preferred shares for common stock at a set price. This feature provides investors with potential upside if the company performs well while allowing corporations to reduce dividend obligations if conversion occurs. For issuers, convertible preferred shares can be an effective tool for raising capital today while deferring the potential dilution of common equity until later.

Long-Term Debt Instruments With No Callback Provisions

The United States government issues long-term debt instruments that don't have a callback provision.

  • This means the issuer has the right to prepay the debt but isn't forced to do that.
  • With government debt and other non-callable forms of debt, there is a symmetrically-balanced price risk.
  • That means when interest rates go up or down, the price of the non-callable bond goes up or down the exact same amount, but in the opposite way.
  • This differs from preferred stock that's callable.
  • When preferred stock drops as interest rates rise, the issuer can call it and replace it with lower rated preferred stock or even common stock if they choose.
  • So, preferred stock has an asymmetric risk because they carry long-term risk but the call feature limits the number of rewards for your long-term investment.

Preserving Voting Control

Issuing preferred stock allows companies to raise funds without diluting the voting power of existing shareholders. Unlike common stock, preferred shares typically do not carry voting rights. This makes them particularly attractive for family-owned businesses or companies with controlling stakeholders who want to preserve decision-making authority while still accessing equity financing.

Par Value of Preferred Stocks

Preferred stocks usually trade right around par value, and almost all preferred stock issued is callable at par value. The benefits of preferred stock are very limited, and when the call date is near, there's almost no upside. Preferred stocks are rarely ever rated highly and are sometimes called junk bonds, though not all qualify as junk bonds. Long-term investors who are focused on earning dividends at a fixed rate of return choose preferred stocks. This is a way to earn a fixed rate of return and avoid the rising and falling values of common shares in the stock market.

Tax Advantages for Corporations

Preferred stock can also offer tax benefits, particularly for corporate investors. In the United States, corporations that own preferred shares may qualify for the dividends received deduction (DRD), which reduces the taxable portion of dividends received from other corporations. This tax incentive encourages institutional investment in preferred stock and provides issuing companies with an additional reason to offer it.

Low Debt-to-Equity Ratios

Issuing preferred shares can help a company achieve a lower debt-to-equity ratio compared to issuing debt bonds. Companies use this technique to manage balance sheets. This makes the stock look more appealing to potential investors who usually opt to invest in companies with lower debt-to-equity ratios.

Companies that need more financing might also be forced to issue preferred shares rather than trigger a callback on bonds that were issued previously via a technical default. A technical default is triggered when a company's debt-to-equity ratio goes over a preset limit noted in the currently issued bond covenant. It can also help companies avoid the need to increase interest rates on previously issued bonds.

Strengthening Balance Sheets in Uncertain Markets

Companies may issue preferred stock during times of financial uncertainty or market volatility. Unlike debt, preferred stock does not require mandatory interest payments, reducing the risk of default. It provides a cushion of equity that strengthens the balance sheet and reassures creditors, without the immediate dilution that comes with issuing more common stock. This balance of stability and flexibility is a key reason corporations issue preferred stock during economic downturns.

Frequently Asked Questions

  1. Why do corporations issue preferred stock instead of common stock?
    Corporations often issue preferred stock to raise capital without giving up voting control, while offering investors predictable dividend payments.
  2. What are the main reasons corporations issue preferred stock?
    Key reasons include attracting income-focused investors, preserving voting control, managing debt ratios, and taking advantage of flexible dividend structures.
  3. Do preferred stockholders have voting rights?
    Typically, preferred stockholders do not have voting rights, which allows companies to raise capital without diluting control of existing shareholders.
  4. How do dividends on preferred stock work?
    Dividends may be fixed, floating, cumulative, or non-cumulative, giving issuers flexibility while providing income-focused investors with stability.
  5. Can preferred stock be converted into common stock?
    Yes. Some preferred shares include conversion features that allow investors to exchange them for common stock, offering potential for capital appreciation.

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