Liquidation Preference
A liquidation preference gives a preferred equity class priority to specified proceeds before junior equity participates in an exit or liquidation.
Preferred, senior, and hybrid capital terms explain claim priority, liquidation waterfalls, distribution rights, and debt-equity features.
Preferred, senior, and hybrid capital instruments allocate cash flow, control, and downside protection differently from ordinary common equity. Their labels describe relative rights, not guaranteed recovery: a security can be senior to common stock while remaining deeply subordinated to creditors.
This branch separates four questions that are often blended together: what ranks first, what amount has priority, whether the holder shares in residual value, and whether the instrument is debt or equity for legal and accounting purposes.
| Concept | Main question | Primary evidence |
|---|---|---|
| Liquidation Preference | How much must a preferred holder receive before junior equity participates? | Charter, certificate of designation, investment agreement, and cap table |
| Non-Participating Preference Share | Does the holder take the stated preference or share in residual proceeds? | Share rights, conversion terms, and exit waterfall |
| Preference Share Capital | What financing and accounting features attach to the preferred class? | Issuance documents, financial statements, and accounting policy |
| Senior Capital | Which funding layer ranks ahead of junior capital? | Credit agreements, intercreditor terms, liens, guarantees, and organizational chart |
| Senior Equity | Which equity class ranks ahead of another equity class? | Charter, shareholder agreement, and distribution waterfall |
| Senior Security | Senior to what, for which payment, and at which legal entity? | Indenture, collateral package, guarantee, and insolvency law |
| Trust Preferred Securities (TruPS) | How does trust-issued preferred connect to parent-company subordinated debt? | Trust agreement, indenture, guarantee, prospectus, and regulatory filings |
Start with value available at the relevant legal entity, then apply enforcement costs, statutory priorities, valid liens, contractual seniority, guarantees, and equity class rights. Do not begin with a simplified chart and assume it overrides the documents or applicable insolvency law.
For preferred equity, model dividend priority separately from liquidation priority. A class can have a cumulative dividend, a non-participating liquidation preference, conversion rights, and a call feature at the same time.
This section is educational and does not provide legal, tax, accounting, financing, restructuring, or investment advice.
Choose a subsection first. Deeper term pages live inside each subsection, which keeps large topic hubs readable.
A liquidation preference gives a preferred equity class priority to specified proceeds before junior equity participates in an exit or liquidation.
A non-participating preference share receives its stated priority amount but does not also share in residual value unless it converts to common equity.
Preference share capital is financing raised through shares with priority or negotiated rights that can be classified as equity, liability, or a compound instrument.
Senior capital is a financing layer with priority over specified junior capital, based on liens, contracts, entity structure, and applicable law.
Senior equity is an ownership class that ranks ahead of specified junior equity for dividends, liquidation proceeds, or negotiated distributions.
A senior security has priority over specified junior securities for payment or recovery, based on contract, collateral, entity structure, and law.
Trust preferred securities, including legacy QUIPS structures, are trust-issued hybrid instruments funded by deeply subordinated sponsor debt.