Eqity)优先股.pptVIP

Chapter 11 SECURITY STRUCTURE AND ENTERPRISE VALUE Chapter 11Learning Objectives Describe the types of securities often involved in venture financing Discuss the structural considerations involved in designing venture securities Draw simple diagrams describing the payoffs to calls, puts, and warrants Value a venture as a complete enterprise and relate that value to the value of the securities involved in supporting the enterprise Common Stock(Common Equity) 普通股 Common Stock: the least senior claim on a venture’s asset (residual ownership) Voting rights Right to legal dividends Preemptive rights: right for existing owners to buy sufficient shares to preserve their ownership share Preferred Stock(Preferred Equity)优先股 Preferred Stock: equity claim senior to common stock providing preference on dividends and liquidation proceeds Dividends as a percent of par Non-cumulative v. cumulative Participating Preferred Stock: preferred stock with rights to participate in any dividends paid to common stockholders or preferred stock with an investment repayment provision that must be met prior to distribution of returns to common stockholders Preferred Stock(Preferred Equity)优先股 Paid in kind (PIK) Preferred Stock: preferred stock that has the option of paying preferred dividends by issuing more preferred stock Redemption Feature: preferred stock feature permitting venture to redeem (buy back) preferred security Convertible Preferred Stock: preferred stock with option to exchange into common stock Conversion ratio vs. conversion price Down (reset) round: venture round priced below most recent previous price Preferred Stock(Preferred Equity)优先股 Convertible Debt 可换股债券 Convertible debt: debt that converts into common equity Has bankruptcy rights Has security interests in venture’s assets senior to preferred shareholders’ interests in venture’s assets Options 股票期权 Option: right to buy or sell additional shares of stock Call Option:买方期权 right, not the obligation,