Convertible Preferred Securities Issuance and Redemption

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Solution Overview

Problem

Current financial instruments lack a solution that provides both tax and balance sheet advantages while offering a system and method for efficient issue and redemption, which is not adequately addressed by existing instruments.

Innovation Solution

A financial instrument comprising a perpetual or non-cumulative preferred security and a warrant, allowing the issuer to redeem both, with specific payment terms for the holder upon redemption, including a warrant strike price and preferred call price, facilitating fund raising through a system that includes issuing and redeeming the instrument with predetermined payment timelines.

Engineering Contradictions & Design Principles

VSEngineering Contradiction Analysis

1Adaptability or versatility

If traditional financial instruments are used to raise funds, then funding can be obtained, but tax and balance sheet advantages are not achieved

Engineering Contradiction:
Improvetax and balance sheet advantagesVSAvoidinstrument structure
Core Design Contradiction:
Adaptability or versatilityVSDevice complexity

Solution Approach 1:

The patent combines a preferred security and a warrant into a single financial instrument. The preferred security provides tax and balance sheet advantages, while the warrant provides conversion rights. This merging of two separate instruments into one achieves the desired tax and accounting benefits without requiring separate transactions, thereby resolving the contradiction between obtaining advantages and maintaining instrument simplicity.

Inventive Principle:
Principle #5Merging (Combining)

Solution Approach 2:

The financial instrument is designed to perform multiple functions simultaneously: it provides funding, offers tax advantages, delivers balance sheet benefits, and includes conversion rights through the warrant. This multi-functionality allows a single instrument to replace multiple separate instruments, achieving versatility without proportionally increasing complexity.

Inventive Principle:
Principle #6Universality (Multi-functionality)

2Adaptability or versatility

If the preferred security is made perpetual, then funding flexibility is improved, but dividend payment obligations increase

Engineering Contradiction:
Improvefunding flexibilityVSAvoiddividend payment burden
Core Design Contradiction:
Adaptability or versatilityVSLoss of energy

Solution Approach 1:

The patent introduces dynamic features that allow the instrument to adapt to changing conditions. The warrant component can be exercised or redeemed based on market conditions, and the preferred security can be redeemed at specified prices under certain conditions. This dynamic structure provides funding flexibility while allowing the company to manage dividend payment obligations through optional redemption features rather than permanent fixed commitments.

Inventive Principle:
Principle #15Dynamics

Solution Approach 2:

The instrument allows for changes in key parameters such as redemption prices, conversion rates, and payment terms based on predefined conditions. The preferred call price and warrant call price mechanisms enable parameter adjustments that provide flexibility in funding while controlling the long-term dividend payment burden through structured redemption options.

Inventive Principle:
Principle #35Parameter changes

3Adaptability or versatility

If the instrument includes redemption rights, then company flexibility is improved, but holder rights are limited

Engineering Contradiction:
Improvecompany flexibilityVSAvoidholder protection
Core Design Contradiction:
Adaptability or versatilityVSReliability

Solution Approach 1:

The patent merges the redemption right with the warrant component, creating a balanced structure where the company can redeem the instrument under specific conditions while the holder retains valuable conversion rights. The warrant provides a counterbalance to the redemption right, ensuring that holder protections are maintained through the conversion option while still allowing company flexibility.

Inventive Principle:
Principle #5Merging (Combining)

Solution Approach 2:

The instrument includes preliminary provisions for redemption at specific prices and conditions that are established in advance. The preferred call price and warrant call price are predetermined, providing clarity and protection for holders while enabling company flexibility when redemption conditions are met. This preliminary structuring ensures that holder rights are protected through predefined mechanisms rather than uncertain post-event decisions.

Inventive Principle:
Principle #10Preliminary action

Data Source

PatentUS7739165B2Method and system for issuing convertible preferred securities
Publication Date: 2010.06.15 JPMORGAN CHASE BANK NA
  • US7739165B2 patent drawing
  • US7739165B2 patent drawing
  • US7739165B2 patent drawing

AI summary

A financial instrument with two parts sold as a unit, comprising a preferred security in a company that is issued directly by the company; and a warrant to buy a common security in the company, wherein the instrument includes a redemption right that is exercisable by the company on both the preferred security and the warrant.