Beruflich Dokumente
Kultur Dokumente
capital
Market:
Intermediate
and
Long-‐
Term
Financing
Prof.
Mohamed
Amine
ISSAMI
Lecture
2
September
27th,
2018
‘’Going public is a stressful situation and is not always a
successful undertaking. It involves a lot of costs and requires
the complete attention of a company’s management. The
costs do not end after the company has gone public. Every
year, the company has to pay for additional regulatory costs,
preparation of financial statements, and legal costs. From
ownership perspective, IPOs results in loss of control and
bureaucracy, which might affect operations. Prior to
undertaking an IPO, the company must consider other
financing options and their possible benefits. IPO is certainly
not recommended for small capital needs since the issuance
costs are much higher in percentage terms. If the managers
are issuing securities for company expansion or special
projects, they must consider the costs of the issue when
evaluating the benefit from the expansion’’.
From
Chen,
H
&
Ritter,
J
(2000)
'The
Seven
Percent
Solution',
Journal
of
Finance,
55,
pp.
1105-‐1132.
2
Keywords
• Public
Issue
• Privileged
Subscription
• Regulation
of
Security
Offerings
• Private
Placement
• Initial
Financing
• Signaling
Effects
3
Déjà
Vu
All
Over
Again
Capital Market -‐-‐ The market for relatively long-‐
term (greater than one year original maturity)
financial instruments.
Primary Market -‐-‐ A market where new securities
are bought and sold for the first time (a “new
issues” market).
Secondary Market -‐-‐ A market for existing (used)
securities rather than new issues.
4
Déjà
Vu
All
Over
Again
Privileged
subscription
INTERMEDIARIES
FINANCIAL
BROKERS Private
FINANCIAL
placement
Indicates
the
possible
presence
of
a
SECONDARY
MARKET “standby
arrangement”
Indicates
the
financial
intermediaries’ own
SAVINGS
SECTOR securities
flow
to
the
savings
sector
5
Initial
Financing
-‐-‐ Initial
Public
Offerings
Initial
Public
Offering
(IPO)
-‐-‐ A
company’s
first
offering
of
common
stock
to
the
general
public.
• Often
prompted
by
venture
capitalists
who
wish
to
realize
a
cash
return
on
their
investment.
• Founders
of
the
firm
may
wish
to
go
through
an
IPO
to
establish
a
value
for
their
company.
• There
exists
greater
price
uncertainty
with
an
IPO
than
with
other
new
public
stock
issues.
6
Signaling
Effects
3 Relative
Abnormal
Stock
Returns
for
a
2 New
Equity
Issue
Abnormal
Return
(%)
Cumulative
Average
0
-‐1
-‐2
-‐3
-‐4
8
The
Secondary
Market
• Purchases and sales of existing stocks and bonds
occur in the secondary market.
• Transactions in the secondary market do not provide
additional funds to the firm.
• The secondary market increases the liquidity of
securities outstanding and lowers the required returns
of investors.
• Composed of organized exchanges like the New York
Stock Exchange and American Stock Exchange plus the
over-‐the-‐counter (OTC) market. 9
Public
Issue
Public
Issue
-‐-‐ Sale
of
bonds
or
stock
to
the
general
public.
• Securities are sold to hundreds, and often thousands,
of investors under a formal contract overseen by
federal and state regulatory authorities.
• When a company issues securities to the general
public, it is usually uses the services of an investment
banker.
10
Investment
Banker
Investment
Banker
-‐-‐ A
financial
institution
that
underwrites
(purchases
at
a
fixed
price
on
a
fixed
date)
new
securities
for
resale.
19
Subscription
Rights
Options
available
to
the
holder
of
rights:
◆ Exercise
the
rights
and
subscribe
for
additional
shares
◆ Sell
the
rights
(they
are
transferable)
◆ Do
nothing
and
let
the
rights
expire
21
Value
of
Rights
What
gives
a
right
its
value?
A
right
allows
you
to
buy
new
stock
at
a
discount
that
typically
ranges
between
10
to
20
percent
from
the
current
market
price.
The
market
value
of
a
right
is
a
function
of:
– the
market
price
of
the
stock
– the
subscription
price
– the
number
of
rights
required
to
purchase
an
additional
share
of
stock
22
How
is
the
Value
of
a
Right
Determined?
23
How
is
the
Value
of
a
Right
Determined?
P0 -‐ S
Solving
for
R0. R0
=
N +
1
(P0
)(N)
+
S
PX
=
N +
1
24
Example
of
the
Valuation
of
a
Right
What
is
the
value
of
a
right
when
the
stock
is
selling
“rights-‐on”?
What
is
the
value
of
one
share
of
stock
when
it
goes
“ex-‐rights”?
• Assume
the
following
information:
– The
current
market
price
of
a
stock
“rights-‐
on” is
$50.
– The
subscription
price
is
$40.
– It
takes
nine
rights
to
buy
an
additional
share
of
stock.
25
How
is
the
Value
of
a
Right
Determined?
$50 -‐ $40
Solving
for
R0. R0
=
9 +
1
R0 = $1
PX
=
$49
26
Problem
A
27
Solution
A
28
Problem
B
The VPN Computer Corporation will issue 200,000 shares of
common stock at $40 per share through a privileged
subscription. The 800,000 shares of stock currently
outstanding have a “rights-‐on” market price of $50 per share.
1. Compute the number of rights required to buy a share of stock
at $40.
2. Compute the value of a right.
3. Compute the value of the stock “ex-‐rights”.
29
Theoretical
versus
Actual
Value
of
Rights
Why
might
the
actual
value
of
a
right
differ
from
its
theoretical
value?
– Transaction
costs
– Speculation
– Irregular
exercise
and
sale
of
rights
over
the
subscription
period
Arbitrage
acts
to
limit
the
deviation
of
the
actual
right
value
from
the
theoretical
value.
30
Standby
Arrangement
Standby
Arrangement -‐-‐ A
measure
taken
to
ensure
the
complete
success
of
a
rights
offering
in
which
an
investment
banker
or
group
of
investment
bankers
agrees
to
“stand
by” to
underwrite
any
unsubscribed
(unsold)
portion
of
the
issue.
• Fee
often
composed
of
a
flat
fee
and
an
additional
fee
for
each
unsold
share
of
stock.
• The
greater
the
risk
of
an
unsuccessful
rights
offering,
the
more
desirable
a
standby
arrangement.
31
Privileged
Subscription
versus
Underwritten
Issue
• Investors are familiar with the firm’s operations when
using a rights offering.
• The principal sales tool is a discounted price (rights
offering) and the investment banking organization
(underwriting).
• A disadvantage of a rights offering is that the shares will
be sold at a lower price.
• There is greater dilution with a rights offering which
many firms attempt to avoid.
• There is a wider distribution of shares with a public
offering.
32
Private
Placement
Private
(or
Direct)
Placement
-‐-‐ The
sale
of
an
entire
issue
of
unregistered
securities
(usually
bonds)
directly
to
one
purchaser
or
a
group
of
purchasers
(usually
financial
intermediaries).
• Eliminates
the
underwriting
function
of
the
investment
banker.
• The
dominant
private
placement
lender
in
this
group
is
the
life-‐insurance
category
(pension
funds
and
bank
trust
departments
are
very
active
as
well).
33
Private
Placement
Features
• Allows
the
firm
to
raise
funds
more
quickly.
• Eliminates
risks
with
respect
to
timing.
• Eliminates
SEC
regulation
of
the
security.
• Terms
can
be
tailored
to
meet
the
needs
of
the
borrower.
• Flexibility
in
borrowing
smaller
amounts
more
frequently
rather
than
a
single
large
amount.
34
World
Bank
Group
FLAGSHIP
REPORT
35
36
37
38
2016
Africa
Capital
Markets
Watch
FEBRUARY 2017
39
IPOs
by
African
exchange,
2012-‐2016
40
41
42
43
44
FOs
by
African
exchange,
2012
-‐ 2016
45