1. Chapter 23 Raising Equity Capital

2. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-2 23.1 Equity Financing for Private Companies The initial capital that is required to start a business is usually provided by the entrepreneur and their immediate family. Often, a private company must seek outside sources that can provide additional capital for growth. –It is important to understand how the infusion of outside capital will affect the control of the company.

3. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-3 Sources of Funding Angel Investors –Individual Investors who buy equity in small private firms Finding angels is typically difficult. Venture Capital Firm –A limited partnership that specializes in raising money to invest in the private equity of young firms Venture Capitalists –One of the general partners who work for and run a venture capital firm

4. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-4 Sources of Funding (cont'd) Private Equity Firms –Organized very much like a venture capital firm, but it invests in the equity of existing privately held firms rather than start-up companies. –Private equity firms initiate their investment by finding a publicly traded firm and purchasing the outstanding equity, thereby taking the company private in a transaction called a leveraged buyout (LBO). In most cases, the private equity firms use debt as well as equity to finance the purchase.

5. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-5 Sources of Funding (cont'd) Institutional Investors –Institutional investors such as pension funds, insurance companies, endowments, and foundations are active investors in private companies Institutional investors may invest directly in private firms or they may invest indirectly by becoming limited partners in venture capital firms.

6. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-6 Sources of Funding (cont'd) Corporate Investor –A corporation that invests in private companies –Also known as Corporate Partner, Strategic Partner, and Strategic Investor While most other types of investors in private firms are primarily interested in the financial returns of their investments, corporate investors might invest for corporate strategic objectives, in addition to the financial returns.

7. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-7 Outside Investors Preferred Stock –Preferred stock issued by mature companies usually has a preferential dividend and seniority in any liquidation and sometimes special voting rights. –Preferred stock issued by young companies has seniority in any liquidation but typically does not pay regular cash dividends and often contains a right to convert to common stock. Convertible Preferred Stock –Preferred stock that gives the owner an option to convert it into common stock on some future date

8. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-8 Exiting an Investment in a Private Company Exit Strategy –It details how investors will eventually realize the return from their investment. –This is a benefit to both the original owners and the new investors. How do I get out of this investment? How do I get rid of these new investors?

9. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-9 Alternative Example 23.1 Problem –Assume: You founded your own firm two years ago. You initially contributed $50,000 of your money and in return received 1,000,000 shares of stock. Since then, you have sold an additional 750,000 shares to angel investors. You are now considering raising even more capital from a venture capitalist. –The venture capitalist would invest $2 million and would receive 2,000,000 newly issued shares.

10. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-10 Alternative Example 23.1 (cont’d) Problem –What is the post-money valuation? –Assuming that this is the venture capitalist’s first investment in your company, what percentage of the firm will he end up owning? –What percentage will you own? –What is the value of your shares?

11. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-11 Alternative Example 23.1 (cont’d) Solution –The venture capitalist is paying $1 per share. Thus, the post-money valuation is $3,750,000 –You will own 26.67% of the firm and the post- money valuation of your shares is $1,000,000. Your shares1,000,00026.67% Angel Investors’ Shares750,00020.00% Venture capitalist’s shares2,000,00053.33% Total shares outstanding3,750,000100.00%

12. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-12 23.2 The Initial Public Offering Initial Public Offering (IPO) –The process of selling stock to the public for the first time Advantages: –Greater liquidity Private equity investors get the ability to diversify. –Better access to capital Public companies typically have access to much larger amounts of capital through the public markets.

13. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-13 Advantages and Disadvantages of Going Public (cont'd) Disadvantages: –The equity holders become more widely dispersed. This makes it difficult to monitor management. –The firm must satisfy all of the requirements of public companies. SEC filings, Sarbanes-Oxley, etc.

14. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-14 Types of Offerings Underwriter –An investment banking firm that manages a security issuance and designs its structure Primary and Secondary Offerings –Primary Offering New shares available in a public offering that raise new capital –Secondary Offering Shares sold by existing shareholders in an equity offering

15. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-15 Types of Offerings (cont'd) Best-Efforts Basis –For smaller IPOs, a situation in which the underwriter does not guarantee that the stock will be sold, but instead tries to sell the sock for the best possible price Often such deals have an all-or-none clause: either all of the shares are sold on the IPO or the deal is called off.

16. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-16 Types of Offerings (cont'd) Firm Commitment –An agreement between an underwriter and an issuing firm in which the underwriter guarantees that it will sell all of the stock at the offer price

17. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-17 Types of Offerings (cont'd) Auction IPO –A method of selling new issues directly to the public –Rather than setting a price itself and then allocating shares to buyers, the underwriter in an auction IPO takes bids from investors and then sets the price that clears the market.

18. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-18 The Mechanics of an IPO Underwriters and the Syndicate –Lead Underwriter The primary investment banking firm responsible for managing a security issuance –Syndicate A group of underwriters who jointly underwrite and distribute a security issuance

19. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-19 The Mechanics of an IPO (cont'd) SEC Filings –Registration Statement A legal document that provides financial and other information about a company to investors prior to a security issuance –Preliminary Prospectus (Red Herring) Part of the registration statement prepared by a company prior to an IPO that is circulated to investors before the stock is offered

20. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-20 The Mechanics of an IPO (cont'd) SEC Filings –Final Prospectus Part of the final registration statement prepared by a company prior to an IPO that contains all the details of the offering, including the number of shares offered and the offer price

21. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-21 The Mechanics of an IPO (cont'd) Valuation –There are two ways to value a company. Compute the present value of the estimated future cash flows. Estimate the value by examining comparables (recent IPOs).

22. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-22 Alternative Example 23.3 Problem –RAXHouse is a private company considering going public. RAXHouse has assets of $585 million and liabilities of $415 million. The firm’s cash flow from operations was $137 million for the previous year. After the IPO, RAXHouse will have 118 million shares outstanding. –The industry average cash flow per share multiple is 3.0 and the average book value per share is 2.3. –Based on these multiples, estimate the IPO price for RAXHouse.

23. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-23 Alternative Example 23.3 (cont’d) Solution –RAXHouse’s book value of equity is the difference between the value of the assets ($585 million) and the value of the liabilities ($415 million), or $170 million. With 118 million shares outstanding, book value per share is $170 million/118 million shares = $1.44/share. Given the industry average of 2.3, the estimated IPO price would be $1.44 × 2.3 = $3.31 per share. –The firm’s cash flow from operations was $137 million, thus cash flow per share is $137 million/118 million shares = $1.16 per share. Given the industry average multiple of 3.0, the estimated IPO price would be $1.16 × 3.0 = $3.48.

24. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-24 IPO Puzzles Underpricing –Generally, underwriters set the issue price so that the average first-day return is positive. As mentioned previously, research has found that 75% of first-day returns are positive. The average first day return in the United States is 18.3%.

25. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-25 IPO Puzzles (cont'd) Underpricing –The underwriters benefit from the underpricing as it allows them to manage their risk. –The pre-IPO shareholders bear the cost of underpricing. In effect, these owners are selling stock in their firm for less than they could get in the aftermarket.

26. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-26 IPO Puzzles (cont'd) Underpricing –Although IPO returns are attractive, all investors cannot earn these returns. When an IPO goes well, the demand for the stock exceeds the supply. Thus the allocation of shares for each investor is rationed. When an IPO does not go well, demand at the issue price is weak, so all initial orders are filled completely. –Thus, the typical investor will have their investment in “good” IPOs rationed while fully investing in “bad” IPOs.

27. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-27 IPO Puzzles (cont'd) Underpricing –Winner’s Curse Refers to a situation in competitive bidding when the high bidder, by virtue of being the high bidder, has very likely overestimated the value of the item being bid on –You “win” (get all the shares you requested) when demand for the shares by others is low, and the IPO is more likely to perform poorly.

28. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-28 Costs of an IPO A typical spread is 7% of the issue price. –By most standards this fee is large, especially considering the additional cost to the firm associated with underpricing. –It is puzzling that there seems to be a lack of sensitivity of fees to issue size. One possible explanation is that by charging lower fees, an underwriter may risk signaling that it is not the same quality as its higher-priced competitors.

29. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-29 Long-Run Underperformance Although shares of IPOs generally perform very well immediately following the public offering, it has been shown that newly listed firms subsequently appear to perform relatively poorly over the following three to five years after their IPOs.

30. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-30 23.3 The Seasoned Equity Offering Seasoned Equity Offering (SEO) –When a public company offers new shares for sale Public firms use SEOs to raise additional equity. When a firm issues stock using an SEO, it follows many of the same steps as for an IPO. –The main difference is that a market price for the stock already exists, so the price-setting process is not necessary.

31. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-31 The Mechanics of an SEO Primary Shares –New shares issued by a company in an equity offering Secondary Shares –Shares sold by existing shareholders in an equity offering Tombstones –A newspaper advertisement in which an underwriter advertises a security issuance

32. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-32 The Mechanics of an SEO (cont'd) There are two types of seasoned equity offerings. –Cash Offer A type of SEO in which a firm offers the new shares to investors at large –Rights Offer A type of SEO in which a firm offers the new shares only to existing shareholders –Rights offers protect existing shareholders from underpricing.

33. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-33 Price Reaction Researchers have found that, on average, the market greets the news of an SEO with a price decline. –This is consistent with the adverse selection discussed in Chapter 16.

34. Copyright ©2014 Pearson Education, Inc. All rights reserved.23-34 Issuance Costs Although not as costly as IPOs, seasoned offerings are still expensive. –Underwriting fees amount to 5% of the proceeds of the issue. Rights offers have lower costs than cash offers.