Negative shareholders equity on ownerships
Hey guys,
What happens to existing shareholders if a PRIVATE company with negative shareholders equity raise new cash.
Imagine there are 3 shareholders with 3 different ownership amount. A=30% B=51% C=19%
Due to the pandemic, the company shareholders equity went super negative on the Q1 and is expected to be flat at negative for the rest of the year. However, shareholder B who has 51% wants to raise new cash, what happens to the ownership of shareholders A and C?
Thank you!
hey man, so you’re confusing Book value of equity vs market value of equity. the market value of equity can never be below zero, it becomes an option at that point (in the derivative instrument sense). the market value of equity is the only metric that matters for a going concern company. book value is what the theoretical value the shareholders would get if they sold all the assets of the company and paid off all the liabilities. in reality, no company except for chapter 7 situations, would be valued purely on book value. (and yes I’m not diving into FIG companies valuations at this juncture but it’s more nuanced). when the equity of a company is “under water” aka the Enterprive Value doesn’t cover the debt, then no one/no shareholder is looking to put in more equity at a negative basis. this is just generally there are lots of exceptions to this rule but the main point I’m trying to get across is dont look at book value - focus on market value of equity for determining ownership splits post equity capital infusions
also you seem to think private companies don’t have stock with market value because it’s not traded on an exchange. that’s not true. even if a company is private there is still “market” value of equity. you don’t use book value of equity just cuz a company is private
Book value vs market value Make a DCF to see if actual equity value of the company is indeed negative. Companies can make a loss for a couple of years, but still have value if you forecast profits in the future. If equity value 0 --> restructuring probably best solution.
Convertible bonds solution Convertible bonds might be good solution. Shareholder B can put in money with a bit of security (priority over equity holders) without too much discussion about current valuation (agree on formula to calculate future shareprice, e.g. 6x EV/LTM EBITDA minus net debt). If things go well he can convert with a nice profit, if business goes south he has some security.
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