STOCK: Common V. Preferred V. Hybrid Securities

BY DR. DAVID EDWARD MARCINKO; MBA MEd CMP™

SPONSOR: http://www.MarcinkoAssociates.com

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Common Stock versus Preferred Stock

A common stock is the least senior of securities issued by a company.  A preferred stock, in contrast, is slightly more senior to common stock, since dividends owed to the preferred stockholders should be paid before distributions are made to common stockholders. 

However, distributions to preferred stockholders are limited to the level outlined in the preferred stock agreement (i.e., the stated dividend payments).  Like a fixed income security, preferred stocks have a specific periodic payment that is either a fixed dollar amount or an amount adjusted based upon short-term market interest rates.  However, unlike fixed income securities, preferred stocks typically do not have a specific maturity date and preferred stock dividend payments are made from the corporation’s after tax income rather than its pre-tax income.  Likewise, dividends paid to preferred stockholders are considered income distributions to the company’s equity owners rather than creditors, so the issuing corporation does not have the same requirement to make dividend distributions to preferred stockholders. 

Preferred Stock

Thus, preferred stock is generally referred to as a “hybrid” security, since it has elements similar to both fixed income securities (i.e., a stated periodic payments) and equity securities (i.e., shareholders are considered owners of the issuing company rather than creditors). 

Hybrid Securities

Convertible preferred stocks (and convertible corporate bonds) are also considered hybrid securities since they have both equity and fixed income characteristics.   A convertible security whether a preferred stock or a corporate bond, generally includes a provision that allow the security to be exchanged for a given number of common stock shares in the issuing corporation. The holder of a convertible security essentially owns both the preferred stock (or the corporate bond) and an option to exchange the preferred stock (or corporate bond) for shares of common stock in the company. 

Thus, at times the convertible security may behave more like the issuing company’s common stock than it does the issuing company’s preferred stock (or corporate bonds), depending upon how close the common stock’s market price is to the designated conversion price of the convertible security.

EDUCATION: Books

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TRUST: Deferred Sales

DEFINITION

By Staff Reporters

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A deferred sales trust (DST) is an advanced tax strategy that allows investors to delay capital gains taxes on the sale of assets that have significantly risen in value, such as real estate or businesses. By selling the asset to a trust, the seller can receive payments over time, spreading out tax liabilities and allowing the profits to grow tax-deferred.

For example, a business owner may sell their company to a DST, avoiding a large tax bill upfront and instead receive income over multiple years. However, DSTs can be complex, and there are often fees involved in setting up and maintaining the trust.

Now, let’s point out some of the pros and cons of Deferred Sales Trusts.

One potential positive feature of using an installment sale to defer your capital gains taxes rather than a 1031 exchange is that installment sales don’t come with the same strict guidelines that govern 1031 exchanges. In particular, in light of the Tax Cuts and Jobs Act of 2017, 1031 exchanges are restricted to real property, whereas Deferred Sales Trusts and other installment sale arrangements can be used to defer capital gains for any kind of asset.

Conversely, the IRS has provided little to no guidance on how to defer taxes using an installment sale.

The basic rationale behind why you don’t receive capital gain is that you are not profiting immediately from the sale made with a Deferred Sales Trust. Given this rationale, there are various constraints on how a Deferred Sales Trust must be organized so that no capital gains taxes are in fact realized.

  • The third party to whom you transfer your asset generally cannot be a “related person” to you, such as a family member or a corporation in which you hold an interest. Except in special circumstances, if you attempt to set up a Deferred Sales Trust with a related person it will be viewed as a “sham trust” made just for the purposes of avoiding capital gains taxes, and will not be protected by the provisions in Section 453.
  • As with the 1031 exchange, you, the seller, cannot at any point in the transfer of your asset be in constructive receipt of the proceeds from the third party’s sale of that asset. To successfully defer capital gains taxes, either the third party or the trust of which they are trustee must be the only party which receives cash in the sale of the transferred asset. This includes receipt of a bond which is payable on demand.

This has been a general, informal introduction to Deferred Sales Trusts. As always, before attempting to carry out any important financial decision, investors should consult with a qualified tax or legal advisor regarding the specifics of their situation.

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