Investing in start-ups in Germany takes place mainly through shareholder subordinated loans, but what kind of instrument is that actually?
The term “shareholder subordinated loan” has three main components. If you go through it from back to front, you realize that it is primarily about a loan. As an investor, I leave a certain amount of money to my contract partner for a temporary period and receive interest.
The subordinate prefix means that my loan receivable is deferred in comparison to other claims of third parties, ie if the contract partner (here: the start-up) becomes insolvent, it can be assumed that any returns from the bankruptcy estate will only be third Parties benefit. The word “shareholder” means that my income as an investor depends on the performance of the company in which I have invested. As a refund I receive an amount depending on the turnover or the profit of the company.
Disadvantages of the shareholder subordinated loan
I suppose I did not exactly make you tasty subordinate loans so far. Obviously: As an investor I have a similar position in monetary terms as the shareholder, but I do not have the information and control rights of a shareholder and of course no participation.
In addition, the share (and GmbH shares) and their properties are regulated by law in the Stock Corporation Act, whereas the shareholder subordinated loan is more flexible in its design, ie most of the properties of the loan are regulated in the loan agreement. Let’s just be like this … I’m not a lawyer, but generally I prefer a legal regulation of the financial instrument to have legal certainty.
And what are the advantages?
I had already indicated that I had limited my investment activity in Germany and only invested in the UK, because platforms such as Seedrs offer real company shares there. I do not regret the move either, but partiary subordinated loans have, in my opinion, earned a better reputation. I even go so far as to say that they are at least as good as stocks, depending on the investment strategy.
A big advantage is the transparency in the evaluation. As a rule, the valuation is contractually regulated and comprehensible for anyone who can operate a calculator. This makes the fair value of the share more transparent because the receivable can be quantified against the company. For a share without a standalone market, the valuation is much more difficult.
The second big advantage is the ability to liquidate. As a result of being able to terminate the loan, at a certain point in time I can simply withdraw my claim, whereas for a share I have to find a buyer. Honestly, it should also be mentioned here that the start-up is also entitled to terminate and repay the loan after a certain time, which is a disadvantage if I prefer to stay invested. This can not happen to a stock.
Theoretical advantages of the shareholder subordinated loan
In addition, subordinate loan subordinates have two other advantages, but they are more theoretical. First, the loan is repaid at par, ie in case of bad performance of the company, the loan does not lose value and you get the face value plus interest repaid. Stocks do not have such “protection”. However, in such a case it is unlikely that the company can repay anything at all (hence theoretically).
In addition, in the event of bankruptcy, the lenders have access to the bankruptcy estate before the shareholders. In fact, however, it can be assumed that in the case of young companies, no returns from the insolvency estate can be expected for both groups.
Therefore, it should also be clearly and clearly stated at this point: Subordinated subordinated loans are subject to a high degree of risk. Total losses are not uncommon. Only those who can tolerate the loss of capital invested should invest in such investments.
I can invest in subordinate subordinated loans in young German companies, which otherwise would only be possible with great effort. Partial subordinated loans have far more advantages than you think. Depending on what investor’s investment philosophy pursues, investing in a shareholder subordinated loan may be better suited for him than a stock investment in the same company.