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University University of of Science Science and and Technology Technology Beijing Beijing Dongling Dongling School

UniversityUniversity ofof ScienceScience andand TechnologyTechnology BeijingBeijing

DonglingDongling SchoolSchool ofof EconomicsEconomics andand managementmanagement

ChapterChapter 2020 IssuingIssuing SecuritiesSecurities toto thethe PublicPublic

Dec. 2012

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Key Concepts and Skills • Understand how securities are sold to the public and the

Key Concepts and Skills

Understand how securities are sold to the public and the role of investment bankers

Understand initial public offerings and the costs of going public

Understand the venture capital market and its role in financing new businesses

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Chapter Outline 20.1 The Public Issue 20.2 Alternative Issue Methods 20.3 The Cash Offer 20.4

Chapter Outline

20.1 The Public Issue

20.2 Alternative Issue Methods

20.3 The Cash Offer

20.4 What CFOs Say about the IPO Process

20.5 The Announcement of New Equity and the Value of the Firm

20.6 The Cost of New Issues

20.7 Rights

20.8 The Rights Puzzle

20.9 Dilution

20.10 Shelf Registration

20.11 The Private Equity Market

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20.1 The Public Issue • The Basic Procedure – Management gets the approval of the

20.1 The Public Issue

The Basic Procedure

Management gets the approval of the Board.

The firm prepares and files a registration statement with the SEC.

The SEC studies the registration statement during the waiting period.

The firm prepares and files an amended registration statement with the SEC.

If everything is copasetic with the SEC, a price is set and a full-fledged selling effort gets underway.

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The Process of a Public Offering Steps in Public Offering Time 1. Pre-underwriting conferences 2.

The Process of a Public Offering

Steps in Public Offering

Time

1. Pre-underwriting conferences

2. Registration statements

3. Pricing the issue

4. Public offering and sale

5. Market stabilization

Several months 20-day waiting period Usually on the 20th day After the 20th day 30 days after offering

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An Example of a Tombstone Dr. Xiao Ming USTB 6

An Example of a Tombstone

An Example of a Tombstone Dr. Xiao Ming USTB 6

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20.2 Alternative Issue Methods • There are two kinds of public issues: – The general

20.2 Alternative Issue Methods

There are two kinds of public issues:

The general cash offer The rights offer

Almost all debt is sold in general cash offerings.

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Table 20.2 - I Dr. Xiao Ming USTB 8

Table 20.2 - I

Table 20.2 - I Dr. Xiao Ming USTB 8

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Table 20.2 - II Dr. Xiao Ming USTB 9

Table 20.2 - II

Table 20.2 - II Dr. Xiao Ming USTB 9

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20.3 The Cash Offer • There are three methods for issuing securities for cash: –

20.3 The Cash Offer

There are three methods for issuing securities for cash:

Firm Commitment

Best Efforts

Dutch Auction

There are two methods for selecting an underwriter

Competitive

Negotiated

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Firm Commitment Underwriting • The issuing firm sells the entire issue to the underwriting syndicate.

Firm Commitment Underwriting

The issuing firm sells the entire issue to the underwriting syndicate.

The syndicate then resells the issue to the public.

The underwriter makes money on the spread between the price paid to the issuer and the price received from investors when the stock is sold.

The syndicate bears the risk of not being able to sell the entire issue for more than the cost.

This is the most common type of underwriting in the United States.

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Best Efforts Underwriting • Underwriter must make their “best effort” to sell the securities at

Best Efforts Underwriting

Underwriter must make their “best effort” to sell the securities at an agreed-upon offering price.

The company bears the risk of the issue not being sold.

The offer may be pulled if there is not enough interest at the offer price. The company does not get the capital, and they have still incurred substantial flotation costs.

This type of underwriting is not as common as it used to be.

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Dutch Auction Underwriting • Underwriter accepts a series of bids that include number of shares

Dutch Auction Underwriting

Underwriter accepts a series of bids that include number of shares and price per share.

The price that everyone pays is the highest price that will result in all shares being sold.

There is an incentive to bid high to make sure you get in on the auction but knowing that you will probably pay a lower price than you bid.

The Treasury has used Dutch auctions for years.

Google was the first large Dutch auction IPO.

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IPO Underpricing • May be difficult to price an IPO because there is not a

IPO Underpricing

May be difficult to price an IPO because there is not a current market price available.

Private companies tend to have more asymmetric information than companies that are already publicly traded.

Underwriters want to ensure that, on average, their clients earn a good return on IPOs.

Underpricing causes the issuer to “leave money on the table.”

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20.4 What CFOs Say • Firms go public for two primary reasons: – Raise capital

20.4 What CFOs Say

Firms go public for two primary reasons:

Raise capital

Create a publicly traded asset

Benefits of the public market seem to be the more important reason:

Use shares for future acquisitions

Allow owners to diversify holdings

Enhance reputation

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20.5 The Announcement of New Equity and the Value of the Firm • The market

20.5 The Announcement of New Equity and the Value of the Firm

The market value of existing equity drops on the announcement of a new issue of common stock.

Reasons include

Managerial Information

Since the managers are the insiders, perhaps they are selling new stock because they think it is overpriced.

Debt Capacity

If the market infers that the managers are issuing new equity to reduce their debt-equity ratio due to the specter of financial distress, the stock price will fall.

Falling Earnings

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20.6 The Cost of New Issues 1. Spread or underwriting discount 2. Other direct expenses

20.6 The Cost of New Issues

1. Spread or underwriting discount

2. Other direct expenses

3. Indirect expenses

4. Abnormal returns

5. Underpricing

6. Green Shoe Option

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The Costs of Equity Public Offerings Proceeds Direct Costs Underpricing SEOs IPOs IPOs (in millions)

The Costs of Equity Public Offerings

Proceeds

Direct Costs

Underpricing

SEOs

IPOs

IPOs

(in millions) 2 - 9.99

2.88%

15.36%

18.18%

10

- 19.99

8.81%

11.63%

10.02%

20

- 39.99

7.24%

9.81%

17.91%

40

- 59.99

6.20%

9.21%

29.57%

60

- 79.99

5.81%

8.65%

39.20%

80

- 99.99

5.56%

8.34%

45.36%

100 - 199.99

5.00%

7.67%

37.10%

200

- 499.99

4.26%

6.72%

17.72%

500

and up

3.64%

5.15%

12.19%`

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20.7 Rights • If a preemptive right is contained in the firm’s articles of incorporation,

20.7 Rights

If a preemptive right is contained in the firm’s articles of incorporation, the firm must offer any new issue of common stock first to existing shareholders.

This allows shareholders to maintain their percentage ownership if they so desire.

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Mechanics of Rights Offerings • The management of the firm must decide: – The exercise

Mechanics of Rights Offerings

The management of the firm must decide:

The exercise price (the price existing shareholders must pay for new shares).

How many rights will be required to purchase one new share of stock.

These rights have value:

Shareholders can either exercise their rights or sell their rights.

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Rights Offering Example • Popular Delusions, Inc. is proposing a rights offering. There are 200,000

Rights Offering Example

Popular Delusions, Inc. is proposing a rights offering. There are 200,000 shares outstanding trading at $25 each. There will be 10,000 new shares issued at a $20 subscription price.

What is the new market value of the firm?

What is the ex-rights price?

What is the value of a right?

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What is the new market value of the firm? $25 $5,200,000 = 200,000 shares× +

What is the new market value of the firm?

$25 $5,200,000 = 200,000 shares× + share
$25
$5,200,000 = 200,000 shares×
+
share
$20 10,000 shares × shares
$20
10,000 shares
×
shares

There are 200,000 outstanding shares at $25 each.

There will be 10,000 new shares issued at a $20 subscription price.

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What Is the Ex-Rights Price? • There are 110,000 outstanding shares of a firm with

What Is the Ex-Rights Price?

There are 110,000 outstanding shares of a firm with a market value of $5,200,000.

Thus the value of an ex-rights share is:

$5,200,000

210,000 shares

= $24.7619

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What Is the Ex-Rights Price? • Thus, the value of a right is: $0.2381 =

What Is the Ex-Rights Price?

Thus, the value of a right is:

$0.2381 = $25 – $24.7619

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20.8 The Rights Puzzle • Over 90% of new issues are underwritten, even though rights

20.8 The Rights Puzzle

Over 90% of new issues are underwritten, even though rights offerings are much cheaper.

A few explanations:

Underwriters increase the stock price. There is not much evidence for this, but it sounds good.

The underwriter provides a form of insurance to the issuing firm in a firm-commitment underwriting.

The proceeds from underwriting may be available sooner than the proceeds from a rights offering.

No single explanation is entirely convincing.

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20.9 Dilution • Dilution is a loss in value for existing shareholders: – Percentage ownership

20.9 Dilution

Dilution is a loss in value for existing shareholders:

Percentage ownership – shares sold to the general public without a rights offering

Market value – firm accepts negative NPV projects

Book value and EPS – occurs when market-to-book value is less than one

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20.10 Shelf Registration • Permits a corporation to register an offering that it reasonably expects

20.10 Shelf Registration

Permits a corporation to register an offering that it reasonably expects to sell within the next two years.

Not all companies are allowed shelf registration.

Qualifications include:

The firm must be rated investment grade.

They cannot have recently defaulted on debt.

The market capitalization must be > $75 m.

No recent SEC violations.

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20.11 The Private Equity Market • The previous sections of this chapter assumed that a

20.11 The Private Equity Market

The previous sections of this chapter assumed that a company is big enough, successful enough, and old enough to raise capital in the public equity market.

For start-up firms and firms in financial trouble, the public equity market is often not available.

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Private Placements • Private placements avoid the costly procedures associated with the registration requirements that

Private Placements

Private placements avoid the costly procedures associated with the registration requirements that are a part of public issues.

The SEC typically restricts private placement issues to less than one hundred “qualified” investors, including institutions such as insurance companies and pension funds.

The biggest drawback is that the securities cannot be easily resold.

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Venture Capital • The limited partnership is the dominant form of intermediation in this market.

Venture Capital

The limited partnership is the dominant form of intermediation in this market.

There are four types of suppliers of venture capital:

1. Old-line wealthy families

2. Private partnerships and corporations

3. Large industrial or financial corporations have established venture-capital subsidiaries.

4. Individuals, typically with incomes in excess of $100,000 and net worth over $1,000,000. Often these “angels” have substantial business experience and are able to tolerate high risks.

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Corporate Equity Security Offerings 17.7% 16.2% 66.1% Private Rule 144A placements Private non-Rule 144A placements

Corporate Equity Security Offerings

17.7% 16.2% 66.1%
17.7%
16.2%
66.1%

Private Rule 144A placements

Private non-Rule 144A placements

Public equity offering

Source: Jennifer E. Bethal and Erik R. Sirri, “Express Lane or Toll Booth in the Desert: The Sec of Framework for Securities Issuance,” Journal of Applied Corporate Finance (Spring 1998).

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Stages of Financing 1. Seed-Money Stage 2. Start-Up 3. First-Round Financing 4. Second-Round Financing 5.

Stages of Financing

1. Seed-Money Stage

2. Start-Up

3. First-Round Financing

4. Second-Round Financing

5. Third-Round Financing

6. Fourth-Round Financing

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Quick Quiz • What are some of the important services provided by underwriters? • What

Quick Quiz

What are some of the important services provided by underwriters?

What type of underwriting is the most common in the United States, and how does it work?

What is IPO underpricing, and why might it persist?

What are some of the costs associated with issuing securities?

What is a rights offering, and how do you value a right?

What is shelf registration?

What is venture capital, and what types of firms receive it?

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