Preferred Equity Finance

Preferred Equity Development Finance

We help secure Preferred Equity Finance for property development in the UK from HNW Individuals, Investors & Private Equity Institutions

Preferred Equity Development Finance is used to fund property development projects that require extra capital but don’t require a full equity investment from an investor.

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2024 Preferred Equity Development Finance Guide

Preferred equity finance is a type of investment instrument that combines features of both debt finance and equity finance. It provides investors with a preferred claim on the assets and earnings of a company, making it an attractive option for both investors and companies seeking property development finance.

This guide aims to provide an overview of preferred equity finance, including its characteristics, features, how it works, its applications, and the benefits of its use.


What is Preferred Equity Finance?

Preferred Equity Development Finance is a type of real estate financing where investors provide capital in exchange for equity shares in a development project but with preferential treatment over common equity holders. This form of financing sits between debt and common equity on the capital stack, offering a hybrid risk-return profile.

Investors in preferred equity generally receive fixed returns before any distributions are made to common equity investors and may have certain rights or protections, such as priority claims on project assets or income. In the event of a project's liquidation, preferred equity holders are paid out after debt holders but before common equity investors.

This financing option is often used when a developer needs additional capital beyond what can be raised through debt alone but wants to avoid diluting ownership among traditional equity investors. Preferred equity can be an attractive option for investors seeking higher returns than those typically available from debt investments, while still maintaining a higher claim on assets than common equity holders.


Characteristics and features

Here are some key characteristics and features of preferred equity finance:

Dividend Priority: Preferred equity holders have a higher priority in receiving dividend payments compared to common shareholders. They typically receive a fixed dividend, expressed as a percentage of the investment amount, before any dividends are paid to common shareholders.

No Voting Rights: Preferred equity holders generally do not have voting rights in the company's affairs. Their role is primarily that of investors, focusing on receiving regular dividend payments and enjoying preferred claim on assets in the event of liquidation.

Limited Upside Potential: While preferred equity holders have a priority claim on assets and earnings, they often do not participate in the company's upside potential to the same extent as common shareholders. Their returns are primarily derived from fixed dividend payments rather than capital appreciation.

Hybrid Nature: Preferred equity combines elements of both debt and equity. It carries characteristics of equity ownership with a claim on assets and earnings, while also featuring fixed dividend payments similar to debt instruments.


How Preferred Equity Finance works

Preferred equity finance involves several steps:

Issuance: The company seeking capital creates a preferred equity instrument, such as preferred shares, with specific terms and conditions. These terms may include the dividend rate, redemption provisions, conversion rights, and other relevant features.

Offering: The company offers the preferred equity to potential investors. The offering can be made to institutional investors, private equity firms, venture capitalists, or accredited individual investors.

Investment: Investors interested in the offering invest capital in exchange for the preferred equity shares. The amount of investment and the corresponding number of shares will be determined based on the terms of the offering.

Dividend Payments: The company makes regular dividend payments to preferred equity holders based on the fixed dividend rate specified in the terms of the preferred equity. These payments are typically made before any dividends are paid to common shareholders.

Redemption or Conversion: Depending on the terms of the preferred equity, the company may have the option to redeem the shares at a specified date or allow conversion into common shares under certain conditions.


Who uses Preferred Equity Finance?

Preferred equity finance is utilised by various types of companies seeking capital. It is commonly employed in the following scenarios:

Startups and Growth Companies: Early-stage companies or businesses experiencing rapid growth often use preferred equity finance to raise capital without diluting ownership control. It provides an alternative to traditional debt financing, which may be challenging for companies with limited operating history or significant growth potential.

Real Estate Projects: Real estate developers and property owners may employ preferred equity to fund construction projects, property acquisitions, or renovations. Preferred equity investors receive a fixed return during the project's lifespan and have priority claims on the project's cash flows and assets.

Leveraged Buyouts: In leveraged buyout transactions, where an investor acquires a company using a significant amount of borrowed funds, preferred equity may be utilised to provide an additional layer of financing. This structure helps balance the capital stack, providing a blend of debt and equity.


When can Preferred Equity Finance be used?

Preferred equity finance can be used in various situations, including:

Capital Raise: When a company needs to raise capital to fund operations, expansion, or specific projects, preferred equity can be an attractive option. It offers a flexible financing solution, especially for companies that may not meet the criteria for traditional debt financing.

Restructuring: In situations where a company is undergoing financial distress or a restructuring process, preferred equity may be utilised to infuse fresh capital and address liquidity issues. It can provide a more favourable solution compared to issuing additional debt or diluting ownership through common equity.

Bridge Financing: Preferred equity can serve as a temporary source of financing until a more permanent and long-term financing solution is secured. It can bridge the gap between a company's immediate capital needs and the time required for a full capital raise or debt issuance.


Benefits of Preferred Equity Finance

Preferred equity finance offers several benefits to both investors and businesses.

Firstly, for investors, preferred equity provides a more secure investment compared to common equity. Investors in preferred equity have a higher claim on the company's assets and earnings, granting them priority in receiving dividends and capital repayments. This reduces the risk of losing their investment in case of bankruptcy or liquidation.

Additionally, preferred equity often comes with a fixed dividend rate, ensuring a predictable and steady income stream for investors.

On the other hand, for businesses, preferred equity offers a flexible financing option that does not require collateral or dilute the ownership of existing shareholders.

It allows companies to raise capital without taking on excessive debt and provides access to long-term funding. Moreover, preferred equity investors typically do not have voting rights, allowing businesses to maintain control and decision-making authority.

Overall, preferred equity finance provides a win-win solution, offering stability and security for investors while enabling businesses to raise funds and grow.


Example scenario using Preferred Equity Finance

TP Property Group is an international property development business based in London, England. They are looking to expand their portfolio and embark on a new project in the city's financial district. To fund the project, they decide to use Preferred Equity financing.

The project is estimated to cost £15 million pounds. TP Property Group were able to arrange £10 million in debt financing from a development finance lender, but still needed an additional £5 million in capital to complete the project. Knowing they needed a partner to bridge the gap, they consulted with a local Preferred Equity firm. 

The Preferred Equity firm conducted their due diligence and approved the project. After several meetings and contracts, the two parties agreed on the following terms. The Preferred Equity firm would supply the £5 million in capital and become the owner of a 50% ownership stake in the project. Once the funding was received, the Preferred Equity firm would recoup its capital amount when the project was sold. 

In addition, they also negotiated a preferred return rate that would provide the Preferred Equity firm with a guaranteed return on its investment. Upon agreement, the Preferred Equity firm transferred the £5 million of capital to TP Property Group and the project was funded.

With the Preferred Equity finance in place, TP Property Group were now able to expand their portfolio and make their mark in the city's financial district. The partnership between TP Property Group and the Preferred Equity firm allowed them to execute their vision and complete the project.


Remember, before making any financial decisions, it is advisable to consult with qualified professionals such as accountants, lawyers, and financial advisors who can provide tailored guidance based on your specific circumstances.

Disclaimer: This guide is intended for informational purposes only and should not be considered as financial or legal advice. Borrowers should consult with qualified professionals and conduct thorough due diligence before pursuing Joint Venture Finance or any other financing options.


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