Why VCs get Compulsorily Convertible Preference Shares and not Equity shares? – Varsity by Zerodha (2024)

December 28, 2023

Guest Author | Venture Capital

In an earlier blog, we discussed the difference between Compulsorily Convertible Preference Shares (CCPS) and Common Equity briefly. But this topic deserves a short blog to describe some of the structural reasons around the classification and why VCs opt for CCPS over common equity.

Compulsorily Convertible Preference Shares (CCPS) are a type of preference shares issued by a company with a mandatory conversion feature. These shares are a hybrid financial instrument that combines elements of both preference shares and convertible debentures. CCPS has precedence over common equity shareholders in two ways – before paying any dividends to equity shareholders, CCPS holders receive dividends, and if the company goes bankrupt and has to sell its assets, CCPS holders will receive a return on their capital on a priority basis when compared to the other shareholders.

Why VCs get Compulsorily Convertible Preference Shares and not Equity shares? – Varsity by Zerodha (1)

In comparison to common equity holders, who get to vote on all resolutions, CCPS holders are generally limited to voting on matters affecting their rights as shareholders or matters affecting the rights of the class of shares that they hold, all of which are detailed in the shareholder agreements.

What are some of the rights that come along with CCPS?

    1. Conversion Conditions: Shareholders can define the conversion ratio (usually 1:1) and trigger events for conversion, including a specific timeframe, the achievement of milestones, or the occurrence of a predetermined event like a financing round.
    2. Anti-Dilution Protection: CCPS agreements may include anti-dilution provisions to protect investors from dilution in the event of future equity issuances at a lower valuation.
    3. Liquidation Preferences: While it’s commonly known that preference shareholders have priority in receiving their capital back during liquidation, the exact terms of the liquidation preference can vary.
    4. Down Rounds Impact: In the case of a down round (where the company’s valuation decreases), the conversion terms can lead to a higher number of equity shares being issued to CCPS holders, potentially diluting existing shareholders more than anticipated.
    5. Board Representation and Voting Rights: CCPS agreements may grant investors certain governance rights, such as the ability to appoint a board member or special voting rights. These provisions can impact the decision-making process and should be clearly understood.
    6. Redemption Rights: While less common, some CCPS agreements may include provisions allowing the investor to demand redemption of the shares under certain conditions.

What are some of the challenges with CCPS?

    1. Limited Control for Preference Shareholders: While CCPS holders have preference rights, they may have limited or no voting rights until conversion. This means that, until conversion occurs, preference shareholders may not actively participate in certain key company decisions.
    2. Complex Structuring: The structuring of CCPS agreements can be complex, and the terms may include various provisions such as anti-dilution mechanisms, liquidation preferences, and conversion conditions. Navigating these complexities requires careful negotiation and legal expertise.
    3. Uncertain Future Capital Structure: Until conversion occurs, the company operates with a hybrid capital structure that includes both preference and equity shares. This can complicate financial reporting and impact the company’s ability to attract additional investors.
    4. Limited Exit Options: In some cases, CCPS agreements may restrict exit options for investors, making it challenging for them to sell their shares before conversion.

Here are a couple of further reads on this topic,

  1. From Cyril Amarchand Mangaldas
  2. From ICAI

This is Dinesh Pai’s eighth post in the Venture Capitalcategory. Dinesh heads investments for Rainmatter and is an avidblogger.

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  1. Why VCs get Compulsorily Convertible Preference Shares and not Equity shares? – Varsity by Zerodha (2)Anil Sharma says:

    Wether ccps will be at par to equity in terms of condition imposed by the lender to enhance equity capital by the promotors.
    What is the minimum size of CCPS,wether it may be issued to investors.

    Reply

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Why VCs get Compulsorily Convertible Preference Shares and not Equity shares? – Varsity by Zerodha (2024)

FAQs

Why VCs get Compulsorily Convertible Preference Shares and not Equity shares? – Varsity by Zerodha? ›

CCPS has precedence over common equity shareholders in two ways – before paying any dividends to equity shareholders, CCPS holders receive dividends, and if the company goes bankrupt and has to sell its assets, CCPS holders will receive a return on their capital on a priority basis when compared to the other ...

Why CCPs instead of equity? ›

Priority in Receiving Dividends: CCPS holders have priority over common stockholders in receiving dividends, which can provide a stable income stream. Reduced Risk: CCPS are generally considered a low-risk investment, as they have priority over common stock in receiving dividends and in the event of liquidation.

Are compulsory convertible preference shares equity or debt? ›

Conversion options: Each CCPS shall be compulsorily convertible into 10 Equity Share of the Company. Each holder of CCPS may convert CCPS held by it in whole or part into Equity Shares at any time not later than 20 years from the date of issuance.

What is the issue of compulsorily convertible preference shares? ›

The issuance of CCPS follows a structured procedure. It starts with a board meeting to approve the CCPS terms, followed by a shareholders' meeting to pass a special resolution authorizing the issuance. If needed, the company's Memorandum of Association is updated.

What is the difference between equity shares and preference shares? ›

Equity shares have voting rights and potential for higher profits, but they're riskier and fluctuate more. Preference shares provide stable fixed dividends but often no voting rights and lower returns.

What is the procedure for conversion of CCPS to equity shares? ›

Convene and hold a Board Meeting for passing the resolution for conversion of compulsorily convertible preference shares into equity shares of the company. In case of listed company, immediately within 15 minutes of the conclusion of the Board meeting, intimate the STOCK EXCHANGES with regard to the Board's decision.

Is interest paid on CCPs? ›

This CCPS has extra perks, like interest getting paid back first if the business makes profit , but you have to exchange it for equity at a specific time. For example, 1 CCPS is equal to 10 equity shares after 18 months.

What is the disadvantage of convertible preference shares? ›

Drawbacks. The Securities and Exchange Commission warns investors that convertible shares may depress the value of common shares by diluting them. 2 Another drawback is that convertible preferred shareholders, unlike common shareholders, rarely have voting rights.

Why convertible debt instead of equity? ›

Convertible notes offer flexibility for startups with potential downside protection for investors. Equity provides investors with the most control but comes with the risk of dilution for founders. SAFEs offer a balance between the two, with a focus on simplicity and potential benefits for both founders and investors.

Why are preference shares not equity? ›

Unlike ordinary equity investment instruments such as stocks and bonds, where people can invest regardless of what stage the company is in, preference shares are usually bought by investors who are looking for a more secure investment with a fixed income.

What happens if CCPs are not converted? ›

Limited Control for Preference Shareholders: While CCPS holders have preference rights, they may have limited or no voting rights until conversion. This means that, until conversion occurs, preference shareholders may not actively participate in certain key company decisions.

What are the advantages of convertible preference shares? ›

The convertible preferred stock advantages to an investor include high dividend yield, flexibility, and potential for capital appreciation. To the issuer, convertible preferred stock can increase a company's equity or capital.

Can CCPs be bought back? ›

Yes, it is possible. The procedure shall be the same as the one prescribed under Sections 68, 69, and 70 of the Companies Act 2013 and relevant rules.

How to buy preference shares in Zerodha? ›

It's all about the limit order: Since preference shares aren't exactly flying off the shelves, you might need to set a specific price (a limit order) to snag one. Patience is a virtue: Remember, uncle is on his own schedule when it comes to showing up (or, in this case, being available for purchase).

Can preference shares be converted into equity shares? ›

Convertible preference shares are those shares that can be easily converted into equity shares. Non-Convertible preference shares are those shares that cannot be converted into equity shares.

What are the advantages and disadvantages of equity and preference shares? ›

Equity shares offer voting rights. Preference shares usually do not offer any voting rights. As equity shareholders enjoy voting rights, they can also participate in management decisions. Preference shareholders are usually not allowed to participate in management decisions.

What are the advantages of CCPS? ›

These shares carry certain terms—if an early investor has CCPS, he can have more rights than other investors who come in later at a higher valuation. It also helps investors maintain their stake and have a say even if their stake gets diluted later.

Why would a company choose to issue debt instead of equity? ›

Many fast-growing companies would prefer to use debt to support their growth, rather than equity, because it is, arguably, a less expensive form of financing (i.e., the rate of growth of the business's equity value is greater than the debt's borrowing cost).

What is an advantage of issuing debt instead of equity? ›

The advantages of debt financing are numerous. First, the lender has no control over your business. Once you pay the loan back, your relationship with the financier ends. Next, the interest you pay is tax deductible.

Why would a corporation choose to sell common vs preferred stock to raise equity financing? ›

Common stock provides a degree of voting rights to shareholders, allowing them an opportunity to impact crucial managerial decisions. Companies that want to limit the control they give to stockholders while still offering equity positions in their businesses may, therefore, turn to preferred stock.

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