Oct 29, 2021 14:22
2 yrs ago
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English term

participation with Common Stock on an as-converted basis

English to Russian Bus/Financial Finance (general) Условия финансирования (выпуск акций)
The Series A Preferred will accrue dividends at the rate of 4% per annum, payable only when and if declared by the Board. Dividends are not cumulative. For any other dividends or distributions, participation with Common Stock on an as-converted basis.

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For any other dividends or distributions, participation with Common Stock on an as-converted basis. — В случае дивидендов и выплат по остальным видам акций, их доля (участия) определяется так, как если бы они были конвертированы в обыкновенные акции.

What Is Participating Preferred Stock?
Participating preferred stock is a type of preferred stock that gives the holder the right to receive dividends equal to the customarily specified rate that preferred dividends are paid to preferred shareholders, as well as an additional dividend based on some predetermined condition. Participating preferred stock can also have liquidation preferences upon a liquidation event.

https://www.investopedia.com/terms/p/participatingpreferreds...

Now let’s consider the with the bracketed language: “The Series A Preferred will carry an annual [__]% cumulative dividend payable upon a liquidation or redemption. For any other dividends or distributions, participation with Common Stock on an as-converted basis.”

What this is saying is that the cumulative dividends are only payable if there’s a “liquidation” of the company or there’s a redemption of the shares. In any other case, such as normal dividends, the Series A stock participates with the common stock on an as-converted basis.

http://webcache.googleusercontent.com/search?q=cache:www.all...

“Dividends will be paid on the Series A Preferred on an as converted basis when, as, and if paid on the Common Stock.”

What this is saying is that the Series A Preferred stockholders will receive dividends only when dividends are paid on the common stock, and the amount of dividends the Series A preferred stockholders will receive is calculated on an “as converted” basis. The amount of the dividend for the preferred stockholders is calculated as if all preferred stock has been converted into shares of common stock (it’s not really converted; it’s just treated that way for purposes of calculating the dividend). For a discussion of “as converted” basis, see the post “Convertible Preferred Stock: Understanding the Conversion Feature.” In this case, when dividends are paid to the preferred stockholders, the payment is made at the same time dividends are paid on the common stockholders, so there is no preferential payment of dividends to the preferred stockholders – they are treated the same as the common stockholders. http://webcache.googleusercontent.com/search?q=cache:www.all...
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