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Claims on a corporation's assets can be broken down into
equity, debt and "other," where "other" might include taxes, accounts
payable or worker wages. Priority or
seniority refer to the order in which claims
are to be paid in a liquidation of the firm.
In a liquidation, no part of a claim can be paid unless all more
senior claims are fully paid. The inverse of seniority is
subordination. The less senior a claim
is, the more subordinated it is.
Common stock is the most subordinated claim on a
corporation's assets. In a liquidation, common stock holders receive
nothing unless all other claims are paid in full. In that case, the
common stock holders receive whatever is left. For this reason, common
stock may be called a residual claim.
Preferred stock is senior to common stock but
subordinated to other claims.
Things are more involved with debt because there can be
secured debt and
unsecured debt. Secured debt is
collateralized with
certain, specific assets of the corporation. If multiple claims are
secured by the same collateral, a priority may be specified among them.
Unsecured debt is backed by the general assets of the corporation. It
may be broken down into senior, mezzanine and subordinated debt,
possibly with even finer gradations within those overall categories.
Mezzanine finance
is a catch-all term covering various non-senior financing arrangements
that include some element of equity. It includes mezzanine debt issued
with warrants,
convertible mezzanine debt, and preferred stock. Mezzanine capital
is often used in late-stage venture capital or leveraged buyouts.
Unsecured bonds are called
debentures. Bank loans are
generally secured or senior unsecured debt. Another name for subordinated debt is
junior debt.
Laws vary from one jurisdiction to the next, but items
such as taxes or workers' wages are generally senior to debt or
equity.
Insolvency does not always result in liquidation. An
alternative is reorganization, in which the firm's obligations may be
renegotiated. The size of debts may be reduced. Their terms may be
extended, or other terms may be modified to improve the insolvent firm's
financial condition. Reorganizations are negotiated as entire packages,
which gives subordinated creditors negotiating leverage. Accordingly,
priority is not strictly adhered to, with concessions spread somewhat
more evenly across senior and subordinated claims.
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bond Securitized debt.
common
stock Non-preferred stock.
corporate bond
A bond issued by a corporation.
credit derivative
A derivative instrument designed to transfer credit risk from one
party to another.
credit enhancement
Any methodology that reduces the credit risk of a transaction with
a counterparty.
credit risk Risk due to
uncertainty in a counterparty's ability to meet its obligations.
default model A type of model that assess the likelihood of default by
an obligor.
junk bond
A bond whose credit rating is below BBB.
preferred stock
Stock that is senior to common stock and pays a fixed dividend. |
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