1. 19 - 1 Initial public offerings (IPO) Types of stock Going public and listing Securities regulation Investment banking CHAPTER 19 Investment Banking: Common Stocks Schematic

2. 19 - 2 How are start-up firms usually financed? Founder’s resources Angels Venture capital funds Most capital in fund is provided by institutional investors (limited partners) Managers of fund are called venture capitalists (general partners) Venture capitalists (VCs) sit on boards of companies they fund

3. 19 - 3 In a private placement, such as to angels or VCs, securities are sold to a few investors rather than to the public at large. In a public offering, securities are offered to the public and must be registered with SEC. Differentiate between a private placement and a public offering. (More...)

4. 19 - 4 Privately placed stock is not registered, so sales must be to “accredited” (high net worth and officers) investors. Send out “offering memorandum” with 20-30 pages of data and information, prepared by securities lawyers. Buyers certify that they meet net worth/income requirements and they will not sell to unqualified investors. Limited unaccredited investors o.k.

5. 19 - 5 Current stockholders can diversify holdings. Liquidity is increased. Owners can sell some shares. Easier to raise capital in the future. Going public establishes a value for the firm. Makes it more feasible to use stock as employee incentives. Advantages of Going Public

6. 19 - 6 Must file numerous reports. Operating data must be disclosed. Officers must disclose holdings. Special “deals” to insiders will be more difficult to undertake. A small new issue will not be actively traded, so price may not reflect true value. Disadvantages of Going Public

7. 19 - 7 The advantages of public ownership would be recognized by key employees, who would most likely have stock or stock options. They would know what their stock and options were worth, and would like the liquidity. How would the decision to go public affect key employees?

8. 19 - 8 A firm goes public through an IPO when the stock is offered to the public for the first time. Later offers are called Secondary offerings (not identical to Secondary Market) Selling stock to the public would make the company publicly held. Insert: How an IPO is done. When is a stock sale an initial public offering (IPO)?

9. 19 - 9 What criteria are important in choosing an investment banker? Reputation and experience in this industry Existing mix of institutional and retail (i.e., individual) clients Support in the post-IPO secondary market Reputation of analyst covering the stock Financial strength

10. 19 - 10 What is “book building?” Investment banker asks investors to indicate how many shares they plan to buy, and records this in a “book”. Investment banker hopes for oversubscribed issue. (Green Shoe Clause) Based on demand, investment banker sets final offer price on evening before IPO. (See Accenture article)

11. 19 - 11 Since the firm is going public, there is no established price. The banker would examine market data on similar companies. Price set to place the firm’s P/E, M/B, price/margin ratios in line with publicly traded firms in the same industry, with similar risk and growth characteristics. Describe how an IPO would be priced.

12. 19 - 12 On the basis of all relevant factors, banker would determine a ballpark equilibrium price. The offering price would be set somewhat lower to increase demand and to insure that the issue will sell out.

13. 19 - 13 There is an inherent conflict of interest, because the banker has an incentive to set a low price to make brokerage customers happy. to make it easy to sell the issue. Firm would like price to be high. However, the original owners generally sell only a small part of their stock, so if price increases, they benefit. Later offerings easier if first goes well. Controversy over “spinning”

14. 19 - 14 Gross proceeds: $15 million. But, flotation costs of IPO would be about 18% or $2.7 million. (See insert) The firm would net about $12.3 million from the sale. Suppose a firm issued 1.5 million shares at $10 per share. What would be the approximate flotation costs on the issue?

15. 19 - 15 What are typical first-day returns? For 75% of IPOs, price goes up on first day. Average first-day return is 14.1%. About 10% of IPOs have first-day returns greater than 30%. For some companies, the first-day return is well over 100%.

16. 19 - 16 What are the long-term returns to investors in IPOs? Two-year return following IPO is lower than for comparable non-IPO firms. On average, the IPO offer price is too low, and the first-day run-up is too high.

17. 19 - 17 What are the direct costs of an IPO? Underwriter usually charges a 7% spread between offer price and proceeds to issuer. Direct costs to lawyers, printers, accountants, etc. can be over $400,000.

18. 19 - 18 If the firm were already publicly owned, the flotation costs would be much less (about 9%) because a market price for the stock would already have been established. What would be the flotation costs on the issue if the firm were already publicly owned?

19. 19 - 19 What are equity carve-outs? A special IPO in which a parent company creates a new public company by selling stock in a subsidiary to outside investors. Parent usually retains controlling interest in new public company. What is the purpose of an equity carve-out?

20. 19 - 20 How are investment banks involved in non-IPO issuances? Shelf registration (SEC Rule 415), in which issues are registered but the entire issue is not sold at once, but partial sales occur over a period of time. Public and private debt issues Seasoned equity offerings (public and private placements)

21. 19 - 21 A listed stock is traded on an organized exchange (NYSE, American, Pacific Coast, etc.) Transition between exchanges It’s unlikely that a small firm’s stock would be listed. Small firms trade in the OTC market. What’s listing? Would a small firm likely be listed?

22. 19 - 22 A rights offering occurs when current shareholders get the first right to buy new shares. Prevents dilution of current holders Would not make sense for a firm that is going public. If current stockholders wanted to buy shares, they wouldn’t go public. What is a rights (or privileged or preemptive) offering? Why would a firm use a rights offering?

23. 19 - 23 WAYS TO SELL COMMON STOCK Rights offering Private Placement Public offering IPO Secondary Dividend Reinvestment Plan. Employee Purchase Plan ESOP, Stock options, etc. Slide 15-38

24. 19 - 24 The reverse of going public. E.G. In an LBO, the firm’s managers team up with a small group of outside investors with equity capital and purchase all of the publicly held shares of the firm. The new equity holders usually use a large amount of debt financing. Called a leveraged buyout or MBO. What is meant by going private?

25. 19 - 25 Leverage Buyout (LBO) Steps: Repurchase by Management and associated groups Funds provided by management and associated groups & HEAVY DEBT Change operations/incentives and/or sell some assets Later go public again, at tidy profit

26. 19 - 26 Gives managers greater incentives and more flexibility in running the company. Removes pressure to report high earnings in the short run. After several years as a private firm, owners typically go public again. Firm is presumably operating efficiently and sells for more. Advantages of Going Private

27. 19 - 27 LBO firms are normally leveraged to the hilt, so it’s difficult to raise new capital. A difficult period that could normally be weathered might bankrupt the company. Disadvantages of Going Private

28. 19 - 28 Would be likely to use an investment banker. Would use a negotiated deal rather than a competitive bid. Would a company that is going public be likely to sell its new stock by itself or through an investment banker?

29. 19 - 29

30. 19 - 30 The competitive bid process is only feasible for large, well-established firms, on large issues, and even here, the use of bids is rare for equity issues. It would cost investment bankers too much to learn enough about the company to make an intelligent bid carrying out “due diligence”. Why would companies that are going public not use a competitive bid?

31. 19 - 31 Most offerings are underwritten. In very small, very risky deals, the investment banker may insist on a best efforts basis. If a company goes public, in a negotiated deal would it be on an underwritten or best efforts basis?

32. 19 - 32 The investment bankers are exposed to more risk on underwritten deals, and they will charge a price for assuming this risk. (Don’t overstate) If the firm absolutely has to have the money to meet a commitment, and hence it needs a guaranteed price, it will use an underwritten sale. Would there be a difference in costs between a best efforts and an underwritten offering?

33. 19 - 33 REGULATION OF SECURITY OFFERINGS Securities Act of 1933 Sale of new securities Securities Act of 1934 regulation of outstanding securities Establishes SEC

34. 19 - 34 REGULATION OF SECURITY OFFERINGS Registration statement The disclosure document filed with the SEC in order to register a new security issue. Prospectus: Part 1 of the registration statement.

35. 19 - 35 CONTENTS OF PROSPECTUS Prospectus nature and history of company use of proceeds certified financial statements names of management and holdings competitive conditions risk factors legal opinions description of security being offered

36. 19 - 36 REGULATION OF SECURITY OFFERINGS Red Herring The preliminary prospectus. Contains red lettered statement that registration statement has not yet become effective Tombstone

37. 19 - 37 REGULATION OF SECURITIES SHELF REGISTRATION (Rule 415) A procedure whereby a company is permitted to register securities it plans to sell over the next two years. These securities then can be sold piecemeal whenever the company chooses. Blue Sky laws State laws regulating the offering and sale of securities.

38. 19 - 38 Registration Process 40 Days 20 days

39. 19 - 39 VENTURE CAPITAL NO LIQUIDITY PROBABILITY DISTRIBUTION OF RETURNS SOURCES OF FUNDS HIGH INCOME INDIVIDUALS PARTNERSHIPS INCLUDING PENSION FUNDS, INSURANCE FUNDS, UNIVERSITY ENDOWMENTS, ETC. STAGED FINANCING Rule 144A

40. 19 - 40 Prob. Distribution of Returns for single VC investment Prob. Return 0%

41. 19 - 41 Bonds vs. term loans Types of loans Calls and sinking funds Bond ratings Advantages/disadvantages of LT debt CHAPTER 19 Investment Banking: Long-Term Debt

42. 19 - 42 Bonds Not amortized Sold to public through investment bankers; can be traded fairly easily Used by larger companies Term loans Amortized Directly placed with institutions Not traded after placement Shorter maturity than bonds Bonds vs. Term Loans

43. 19 - 43 Speed Flexibility Can tailor terms Can be renegotiated if problems arise “Story loans.” Easier for small companies to sell one lender a “story” Lower issue costs Advantages of Term Loans

44. 19 - 44 A BOND RATHER THAN A LOAN WILL BE CHOSEN IF: WELL KNOWN STRONG NOT IN A GREAT HURRY DON’T EXPECT TO CHANGE TERMS LIKELY TO REISSUE

45. 19 - 45 ORDER OF INTEREST RATES LEVELS: JUNK BONDS JUNIOR SENIOR BANK LOANS BOND ISSUES

46. 19 - 46 Maturity matching Match maturity of assets and debt Information asymmetries Firms with strong future prospects will issue short-term debt How do companies manage the maturity structure of their debt?

47. 19 - 47 Mortgage bond, because real property is pledged as collateral. Probably first mortgage, but could be second mortgage bonds secured by the same building. Suppose a company issues a bond using a building as collateral. What type of bond would this be?

48. 19 - 48 Yes. Debentures are not secured by specific assets. Therefore, bondholders face more risk in debentures than in secured bonds, so higher interest rates must be set on debentures. If the company had issued debentures instead of mortgage bonds, would the interest rate be affected?

49. 19 - 49 An indenture is the formal agreement between the issuer and investors. Trustee is assigned. Designed to insure that issuer does nothing to cause the quality of bonds to deteriorate after bonds are sold. (More...) What’s a bond’s indenture?

50. 19 - 50 An indenture contains restrictive covenants that constrain the issuer’s actions. Included are: Refunding or call conditions. Sinking fund requirements. Levels at which key financial ratios must be maintained. Earnings level necessary before dividends can be paid.

51. 19 - 51 Permits the issuer to refund if rates decline. That helps the issuer but investors must reinvest at low rates. Borrowers (issuers) are willing to pay MORE, and lenders require more, on callable bonds, i.e., r d is higher. (About 20 to 70 bp) Most bonds have a deferred call and then a declining call premium. How does adding a call provision affect a bond?

52. 19 - 52 CALLABLE BONDS AS OPTIONS BONDHOLDER BUYS STRAIGHT BOND WRITES CALL OPTION The compensation (“premium”) for the written call is a higher interest rate BOND ISSUER ISSUES STRAIGHT BOND BUYS BACK CALL OPTION To pay, (i.e. to get the bondholder to accept, he pays a higher interest rate

53. 19 - 53 By delaying the call, the company guarantees investors the promised interest rate for at least a specified period, so if the issue were immediately callable the interest rate would be higher. (Shorter mat. date) What would be the effect on the coupon rate if the bonds were made callable immediately?

54. 19 - 54 Provision to pay off a loan over its life rather than all at maturity. Similar to amortization on a term loan. Reduces risk to investor and shortens average maturity. But can hurt investors if rates decline after issuance; i.e. premium bonds called at par. What’s a sinking fund?

55. 19 - 55 SINKING FUND AS PUT OPTION BONDHOLDER Buys straight bond Buys put option To pay for this put, he accepts a lower interest rate ISSUER Issues straight bond sells put option Since the buyer is given the puts as part of the package, he accepts lower Rate

56. 19 - 56 Because a sinking fund protects bondholders, it lowers the required rate at the time of issue. Would a sinking fund provision raise or lower the interest rate required on bonds?

57. 19 - 57 Sinking funds are generally handled in one of two ways, at firm’s option. Randomly call a specified number of bonds at par each year for sinking fund purposes. Buy the required bonds on the open market. Which method would be used?

58. 19 - 58 Call bonds ( at par) if r d coupon rate

59. 19 - 59 Sinking funds are more common on long-term issues (20-30 years) than on short-term issues like 5 years. Sinking fund payments are usually made out of operating cash flows. Sinking fund unlikely on a 5-year bond for a construction project. Why might investors require a sinking fund? Would a sinking fund make sense for, e.g, a 5-year bond to fund a construction project?

60. 19 - 60 Tax treatment of zero coupon bond

61. 19 - 61 NI/YR PV PMT FV 5 12 0 1,000 INPUT OUTPUT -567.43 Issue price = 1000/(1.12^5)=$567.43, or 56.743% of par. (Assumes annual compounding.) What would the issue price be if the company uses 5-year, $1,000 par, zero coupon bonds that yield 12%?

62. 19 - 62 $10,000,000/0.56743 = $17,623,319. What face amount of zeros would be required to raise $10 million? How would this be shown on the balance sheet? Cash $10 mill.Bonds$17.6 mill. Disc. (7.6 mill.) Net bonds $10.0 mill.

63. 19 - 63 Show the cash flows for a 12% coupon bond. (T=.40 for firm,.28 for investor) 0 1 2 3 4 5 Investor Cash Flow-1000 120 120 120 120 1120 Taxes* -33.6 -33.6 -33.6 -33.6 -33.6 After tax -1000 86.4 86.4 86.4 86.4 1086.4 cash flows: IRR = 8.64% *Tax =.28(120); **After Tax 12% Comparison:

64. 19 - 64 Show the cash flows for a 12% coupon bond. (T=.40 for firm,.28 for investor) 0 1 2 3 4 5 ISSUER Cash Flow 1000 -120 -120 -120 -120 - 1120 Int. Tax Shield**48** 48 48 48 48 After Tax 1000 -72 -72 -72 -72 1072 **interest tax shield=.40(120); IRR=7.20% **After Tax 12%

65. 19 - 65 Show the zero bond’s accrued value and cash flows on a time line. 0 1 2 3 4 5 Accrued Value567.43635.52711.78797.20892.861000.00 “Interest”68.0976.2685.4295.66107.14 After tax cash flows: Inves.-576.43-19.07-21.35-23.92-26.78970.00 Firm567.4327.2430.5034.1738.26-957.14 T = 40% for firm, 28% for investor. 12% Comparison:

66. 19 - 66 Found as the IRRs of the after-tax cash flow streams in the previous slide: 8.6% and 7.2% Alternatively, can be found as the before-tax value times (1-T): Investor:12%(0.72)= 8.6%. HDC:12%(0.6)= 7.2%. What is the after-tax YTM to a T=28% investor and the after-tax cost to the firm?

67. 19 - 67 At year 3, the accrued value is $797.20, so the call is a 1.05($797.20) = $837.06. The call premium is $837.06 - $797.20 = $39.86, and like the accrued interest, it is taxable income. What is the after-tax return to a T = 28% investor if the zeros were called after three years with a 5% call premium?

68. 19 - 68 Zero Coupon Bond 0 1 2 3 12% Accrued Value576.43635.52711.78797.20 “Interest”68.0976.2685.42 Call premium39.86 Taxes (28%)-19.07-21.35-35.08 Cash flow-576.43-19.07-21.35801.98 IRR = After tax YTC =9.45%.

69. 19 - 69 Regular Coupon Bond 0 1 2 3 12% Bond cost-1000.00 Call price1060.00 Interest120.00120.00120.00 Taxes (28%)-33.60-33.60-50.40 Cash flow-1000.0086.4086.401129.60 IRR = After tax YTC = 9.95%. (Higher because of higher call premium.)

70. 19 - 70 A lower bond rating would: make it more costly to issue new debt decrease the market value of the outstanding debt. A higher rating would: make it less costly to issue new debt increase the market value of the existing debt. RATINGS: How would a change in the company’s bond rating affect things?

71. 19 - 71 Ratings serve as an indicator of the probability of default. Corporations pay rating agencies to have debt rated prior to sale. WHY? Investment bankers require bonds be rated as a condition for selling new bonds. Purchasers want this. Additional Points Concerning Bond Ratings

72. 19 - 72 If interest rates have fallen since the bond was issued, the firm can replace the current issue with a new, lower coupon rate bond. However, there are costs involved in refunding a bond issue. For example, The call premium. Flotation costs on the new issue. Under what conditions would a firm exercise a bond call provision? (More...)

73. 19 - 73 The NPV of refunding compares the interest savings benefit with the costs of the refunding. A positive NPV indicates that refunding today would increase the value of the firm. However, if interest rates are expected to fall further, it may be better to delay refunding until some time in the future.

74. 19 - 74 Target capital structure Life of asset being financed Interest rate levels and yield curve Comparative costs of diff. securities Restrictive covenants Need for reserve borrowing capacity Availability of good collateral What are some factors that influence the use of debt?

75. 19 - 75 Junk bonds Project financing Securitization Bonds redeemable at par (putable bonds) SWAPS Describe the following items:

76. 19 - 76 A junk bond is high-risk, high-yield bond frequently issued as part of the financing packages for a merger or a leveraged buyout, or else issued by a troubled company. A junk bond is any bond rated BB or below. Project financings are used to finance a specific large capital project. Sponsors provide the equity capital, while the rest of the project’s capital is supplied by lenders and/or lessors who do not have recourse.

77. 19 - 77 PROJECT FINANCING BALANCE SHEET PROJECT DEBT EQUITY Sometimes called: Off-balance sheet financing, sometimes SPE’s

78. 19 - 78 Securitization is the process whereby financial instruments that were previously illiquid are converted to a form that creates greater liquidity. Bonds backed by mortgages, auto loans, credit card loans (asset- backed) Putable bonds (redeemable at par at the holder’s option) protect the holder against a rise in interest rates or a lowering of credit quality.

79. 19 - 79 POISON PUTS Bondholder may put if unfriendly takeover SWAPS (may soon be traded on organized exchanges) INTEREST RATE SWAPS Example CURRENCY SWAPS MYRIAD OF OTHER SWAPS

80. 19 - 80 What’s a “dividend reinvestment plan (DRIP)”? Shareholders can automatically reinvest their dividends in shares of the company’s common stock. Get more stock rather than cash. There are two types of plans: Open market New stock

81. 19 - 81 Open Market Purchase Plan Dollars to be reinvested are turned over to trustee, who buys shares on the open market. Brokerage costs are reduced by volume purchases. Convenient, easy way to invest, thus useful for investors.

82. 19 - 82 New Stock Plan Firm issues new stock to DRIP enrollees, keeps money and uses it to buy assets. No fees are charged, plus sells stock at discount of 5% from market price, which is about equal to flotation costs of underwritten stock offering.

83. 19 - 83 Optional investments sometimes possible, up to $150,000 or so. Firms that need new equity capital use new stock plans. Firms with no need for new equity capital use open market purchase plans. Most NYSE listed companies have a DRIP. Useful for investors.

84. 19 - 84 Setting Dividend Policy Forecast capital needs over a planning horizon, often 5 years. Set a target capital structure. Estimate annual equity needs. Set target payout based on the residual model. Generally, some dividend growth rate emerges. Maintain target growth rate if possible, varying capital structure somewhat if necessary.

85. 19 - 85 Dividend Payout Ratios for Selected Industries IndustryPayout ratio Banking38.29 Computer Software Services13.70 Drug38.06 Electric Utilities (Eastern U. S.)67.09 Internet n/a Semiconductors24.91 Steel51.96 Tobacco55.00 Water utilities67.35 *None of the internet companies included in the Value Line Investment Survey paid a dividend.

86. 19 - 86 Stock Repurchases Reasons for repurchases: As an alternative to distributing cash as dividends. To dispose of one-time cash from an asset sale. To make a large capital structure change. Repurchases: Buying own stock back from stockholders.

87. 19 - 87 Advantages of Repurchases Stockholders can tender or not. Helps avoid setting a high dividend that cannot be maintained. Repurchased stock can be used in takeovers or resold to raise cash as needed. Income received is capital gains rather than higher-taxed dividends. Stockholders may take as a positive signal-- management thinks stock is undervalued.

88. 19 - 88 Disadvantages of Repurchases May be viewed as a negative signal (firm has poor investment opportunities). IRS could impose penalties if repurchases were primarily to avoid taxes on dividends. Selling stockholders may not be well informed, hence be treated unfairly. Firm may have to bid up price to complete purchase, thus paying too much for its own stock.

89. 19 - 89 Stock Dividends vs. Stock Splits Stock dividend: Firm issues new shares in lieu of paying a cash dividend. If 10%, get 10 shares for each 100 shares owned. Stock split: Firm increases the number of shares outstanding, say 2:1. Sends shareholders more shares.

90. 19 - 90 Both stock dividends and stock splits increase the number of shares outstanding, so “the pie is divided into smaller pieces.” Unless the stock dividend or split conveys information, or is accompanied by another event like higher dividends, the stock price falls so as to keep each investor’s wealth unchanged. But splits/stock dividends may get us to an “optimal price range.”

91. 19 - 91 When should a firm consider splitting its stock? There’s a widespread belief that the optimal price range for stocks is $20 to $80. Stock splits can be used to keep the price in the optimal range. Stock splits generally occur when management is confident, so are interpreted as positive signals.

92. 19 - 92 Interest Rate Swap

93. 19 - 93 Interest Rate Swap Intermediary Company A (AAA)Company B (BBB) Directfixed rate lender Direct floating rate lender 10%6-month Libor +.75% 10.10% 10.20% 6-month Libor 6-month libor

94. 19 - 94 THE END!

95. 19 - 95 Initial Public Offerings Investment Banking and Regulation The Maturity Structure of Debt Refunding Operations The Risk Structure of Debt CHAPTER 19 Initial Public Offerings, Investment Banking, and Financial Restructuring

96. 19 - 96 The Securities and Exchange Commission (SEC) regulates: Interstate public offerings. National stock exchanges. Trading by corporate insiders. The corporate proxy process. The Federal Reserve Board controls margin requirements. What agencies regulate securities markets? (More...)

97. 19 - 97 States control the issuance of securities within their boundaries. The securities industry, through the exchanges and the National Association of Securities Dealers (NASD), takes actions to ensure the integrity and credibility of the trading system. Why is it important that securities markets be tightly regulated?

98. 19 - 98 How are start-up firms usually financed? Founder’s resources Angels Venture capital funds Most capital in fund is provided by institutional investors Managers of fund are called venture capitalists Venture capitalists (VCs) sit on boards of companies they fund

99. 19 - 99 In a private placement, such as to angels or VCs, securities are sold to a few investors rather than to the public at large. In a public offering, securities are offered to the public and must be registered with SEC. Differentiate between a private placement and a public offering. (More...)

100. 19 - 100 Privately placed stock is not registered, so sales must be to “accredited” (high net worth) investors. Send out “offering memorandum” with 20-30 pages of data and information, prepared by securities lawyers. Buyers certify that they meet net worth/income requirements and they will not sell to unqualified investors.

101. 19 - 101 Advantages of going public Current stockholders can diversify. Liquidity is increased. Easier to raise capital in the future. Going public establishes firm value. Makes it more feasible to use stock as employee incentives. Increases customer recognition. Why would a company consider going public? (More...)

102. 19 - 102 Disadvantages of Going Public Must file numerous reports. Operating data must be disclosed. Officers must disclose holdings. Special “deals” to insiders will be more difficult to undertake. A small new issue may not be actively traded, so market-determined price may not reflect true value. Managing investor relations is time- consuming.

103. 19 - 103 What are the steps of an IPO? Select investment banker File registration document (S-1) with SEC Choose price range for preliminary (or “red herring”) prospectus Go on roadshow Set final offer price in final prospectus

104. 19 - 104 What criteria are important in choosing an investment banker? Reputation and experience in this industry Existing mix of institutional and retail (i.e., individual) clients Support in the post-IPO secondary market Reputation of analyst covering the stock

105. 19 - 105 A negotiated deal. The competitive bid process is only feasible for large issues by major firms. Even here, the use of bids is rare for equity issues. It would cost investment bankers too much to learn enough about the company to make an intelligent bid. Would companies going public use a negotiated deal or a competitive bid?

106. 19 - 106 Most offerings are underwritten. In very small, risky deals, the investment banker may insist on a best efforts basis. On an underwritten deal, the price is not set until Investor interest is assessed. Oral commitments are obtained. Would the sale be on an underwritten or best efforts basis?

107. 19 - 107 Since the firm is going public, there is no established price. Banker and company project the company’s future earnings and free cash flows The banker would examine market data on similar companies. Describe how an IPO would be priced. (More...)

108. 19 - 108 Price set to place the firm’s P/E and M/B ratios in line with publicly traded firms in the same industry having similar risk and growth prospects. On the basis of all relevant factors, the investment banker would determine a ballpark price, and specify a range (such as $10 to $12) in the preliminary prospectus. (More...)

109. 19 - 109 What is a roadshow? Senior management team, investment banker, and lawyer visit potential institutional investors Usually travel to ten to twenty cities in a two-week period, making three to five presentations each day. Management can’t say anything that is not in prospectus, because company is in “quiet period.”

110. 19 - 110 What is “book building?” Investment banker asks investors to indicate how many shares they plan to buy, and records this in a “book”. Investment banker hopes for oversubscribed issue. Based on demand, investment banker sets final offer price on evening before IPO.

111. 19 - 111 What are typical first-day returns? For 75% of IPOs, price goes up on first day. Average first-day return is 14.1%. About 10% of IPOs have first-day returns greater than 30%. For some companies, the first-day return is well over 100%.

112. 19 - 112 There is an inherent conflict of interest, because the banker has an incentive to set a low price: to make brokerage customers happy. to make it easy to sell the issue. Firm would like price to be high. Note that original owners generally sell only a small part of their stock, so if price increases, they benefit. Later offerings easier if first goes well.

113. 19 - 113 What are the long-term returns to investors in IPOs? Two-year return following IPO is lower than for comparable non-IPO firms. On average, the IPO offer price is too low, and the first-day run-up is too high.

114. 19 - 114 What are the direct costs of an IPO? Underwriter usually charges a 7% spread between offer price and proceeds to issuer. Direct costs to lawyers, printers, accountants, etc. can be over $400,000.

115. 19 - 115 What are the indirect costs of an IPO? Money left on the table (End of price on first day - Offer price) x Number of shares Typical IPO raises about $70 million, and leaves $9 million on table. Preparing for IPO consumes most of management’s attention during the pre-IPO months.

116. 19 - 116 If firm issues 7 million shares at $10, what are net proceeds if spread is 7%? Gross proceeds= 7 x $10 million = $70 million Underwriting fee= 7% x $70 million = $4.9 million Net proceeds = $70 - $4.9 = $65.1 million

117. 19 - 117 What are equity carve-outs? A special IPO in which a parent company creates a new public company by selling stock in a subsidiary to outside investors. Parent usually retains controlling interest in new public company.

118. 19 - 118 How are investment banks involved in non-IPO issuances? Shelf registration (SEC Rule 415), in which issues are registered but the entire issue is not sold at once, but partial sales occur over a period of time. Public and private debt issues Seasoned equity offerings (public and private placements)

119. 19 - 119 A rights offering occurs when current shareholders get the first right to buy new shares. Shareholders can either exercise the right and buy new shares, or sell the right to someone else. Wealth of shareholders doesn’t change whether they exercise right or sell it. What is a rights offering?

120. 19 - 120 Going private is the reverse of going public. Typically, the firm’s managers team up with a small group of outside investors and purchase all of the publicly held shares of the firm. The new equity holders usually use a large amount of debt financing, so such transactions are called leveraged buyouts (LBOs). What is meant by going private?

121. 19 - 121 Gives managers greater incentives and more flexibility in running the company. Removes pressure to report high earnings in the short run. After several years as a private firm, owners typically go public again. Firm is presumably operating more efficiently and sells for more. Advantages of Going Private

122. 19 - 122 Firms that have recently gone private are normally leveraged to the hilt, so it’s difficult to raise new capital. A difficult period that normally could be weathered might bankrupt the company. Disadvantages of Going Private

123. 19 - 123 Maturity matching Match maturity of assets and debt Information asymmetries Firms with strong future prospects will issue short-term debt How do companies manage the maturity structure of their debt?

124. 19 - 124 If interest rates have fallen since the bond was issued, the firm can replace the current issue with a new, lower coupon rate bond. However, there are costs involved in refunding a bond issue. For example, The call premium. Flotation costs on the new issue. Under what conditions would a firm exercise a bond call provision? (More...)

125. 19 - 125 The NPV of refunding compares the interest savings benefit with the costs of the refunding. A positive NPV indicates that refunding today would increase the value of the firm. However, it interest rates are expected to fall further, it may be better to delay refunding until some time in the future.

126. 19 - 126 Managing Debt Risk with Project Financing Project financings are used to finance a specific large capital project. Sponsors provide the equity capital, while the rest of the project’s capital is supplied by lenders and/or lessors. Interest is paid from project’s cash flows, and borrowers don’t have recourse.

127. 19 - 127 Managing Debt Risk with Securitization Securitization is the process whereby financial instruments that were previously illiquid are converted to a form that creates greater liquidity. Examples are bonds backed by mortgages, auto loans, credit card loans (asset-backed), and so on.

128. 19 - 128 REMEMBER! 9/11

129. 19 - 129

130. 19 - 130