How to value preferred shares?

Context - listed foreign company that receives its revenue/pay costs in foreign currency, but reports it's financials in USD. Have issued multiple tranches of preferred shares, with different tranches having different dividend/voting policies. Company has bought back some preferred shares here and there, with some tranches extinguished. There is a book value of preferred shares in the equity portion in the balance sheet

I've been looking at their financials trying to find a way to value them (even on a book value basis) and things don't make sense (I.e. There are periods when there are no movements in the preferreds but the book value of preferred shares moves, i doubt it's currency conversion/FX movements.) Ideally, each tranche of preferred should have their own valuation but i'm happy to just value them all together as a first step. (not sure if i should just use the value in the balance sheet? but do i need to do any FX conversions given that it probably was recorded in the past at the historical FX rate?)

Main questions

- how do we calculate the value of preferred shares given the lack of mark to market?

Other questions

- Are preferreds reported on the balance sheet at book value at issuance or at par? I believe foreign exchange (fx) doesn't change this year to year?

- What does the book value of preferred shares on the balance sheet actually mean? 

- I understand there's a difference between par value and issuing value. which is the one typically used for financial reporting on the balance sheet? Believe the excess goes to paid in capital? 

Will appreciate any frameworks/thoughts on this. 

6 Comments
 

Based on the most helpful WSO content, here are some insights and frameworks to address your questions about valuing preferred shares for a listed foreign company:

Main Question:

How do we calculate the value of preferred shares given the lack of mark to market?

  1. Book Value Approach:

    • Preferred shares are often recorded at their book value on the balance sheet. This value can be influenced by the issuance price and any subsequent buybacks or extinguishments.
    • To value them collectively, you can start with the book value listed on the balance sheet. However, ensure you account for any historical FX rates if the financials are reported in USD but the transactions occurred in a foreign currency.
  2. Conversion Price Method:

    • If the preferred shares have a conversion feature, you can calculate the conversion price by taking the liquidation value (redemption value) of the preferred security and dividing it by the conversion ratio times the preferred shares outstanding.
    • Compare the conversion price to the current share price to determine if the preferred shares are "in the money" or "out of the money."

Other Questions:

Are preferreds reported on the balance sheet at book value at issuance or at par? - Preferred shares are typically reported at their issuance value on the balance sheet. The par value is often a nominal amount, and any excess over par value goes to additional paid-in capital.

What does the book value of preferred shares on the balance sheet actually mean? - The book value of preferred shares on the balance sheet represents the value at which the shares were issued, adjusted for any buybacks or extinguishments. It does not typically fluctuate with market conditions or FX movements unless explicitly revalued.

Difference between par value and issuing value: - Par Value: This is a nominal value assigned to the shares, often very low. - Issuing Value: This is the actual price at which the shares were issued. The difference between the issuing value and the par value is recorded in additional paid-in capital.

Frameworks/Thoughts:

  1. Historical FX Rates:

    • If the preferred shares were issued in a foreign currency, you might need to consider the historical FX rates at the time of issuance for accurate valuation.
  2. Dividend Policies:

    • Different tranches with varying dividend policies might require separate valuations if you aim for precision. However, for a collective valuation, you can use a weighted average approach based on the book values and dividend rates.
  3. Buybacks and Extinguishments:

    • Adjust the book value for any buybacks or extinguishments. Ensure these adjustments are reflected accurately in the financials.
  4. Market Comparables:

    • If available, use market comparables for similar preferred shares to estimate a market value, even if the shares are not actively traded.

By following these frameworks and insights, you should be able to derive a reasonable valuation for the preferred shares, even in the absence of a direct market value.

Sources: DCF Modeling Course ~ Pre-training text.pdf, Notes for Technical Interview Questions, Confusion over Equity Value and Enterprise Value, Notes for Technical Interview Questions

I'm an AI bot trained on the most helpful WSO content across 17+ years.
 

Normally you value the business entity as a whole then walk to equity value. Once you have total equity value you need to waterfall or allocate the value to the various share classes based on their rights and preferences (accrued dividends, 1.0x liquidation preferences, etc). Then the residual equity value would go to common.

 
Most Helpful

Thanks for the reply -  Seems like you are suggesting to use trading/transaction comps/DCF then walk back to equity value from EV

Will be nice if you can share more info on "allocating value" based on rights and preferences of shares, with the remaining going to Common (which i assume will have a price floor of current market price assuming listed company)

Just FYI - we decided to just take book value for now for purposes of analysis with the necessary footnotes that it's indicative 

 

what about doing a DCF at the moment of issuance, then see the actual price those were released at and assume the difference (%)between the DCF result and the issuance is the value of having a preferred place.

You do a same DCF at the current moment, do everything the same an then discount the % that we implies as the preferred protection to get a current market price?

You issue preferred because it's assumes that you wanted to attract investors that sensed a certain risk in the equity, so you had to promise a return to make the offer attractive. So because it has this extremely negotiable aspect, I doubt there is a standard model to value it.

incentives trumph ethics
 

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