Liquidation preference

A contractual priority for specified preferred equity over specified junior equity in relevant distributions. It is not a guaranteed payment or priority over creditors; available equity proceeds and the security’s terms determine the result.

Liquidation preference in round numbers

Hypothetical: preferred shares have a US$3m liquidation preference over common equity. Payments come from equity proceeds available after senior claims; if that pool is below US$3m, the preference does not create the missing money. Participation and conversion rights can change how proceeds are shared.

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Illustrative distribution questions; preference is not guaranteed recovery
QuestionRelevant basis
What is available to equity?Proceeds after senior claims and applicable costs
Who has priority within equity?Specified preferred versus junior equity rights
How much can be received?Available proceeds and preference, participation and conversion terms

Preferred equity · Term sheet · Participating preferred · Cap table · All of the glossary