Introduc corporate finance ch19

Issuing Securities to the
Public
19.1 The Public Issue
19.2 Alternative Issue Methods
19.3 The Cash Offer
19.4 The Announcement of New Equity and the Value of the
Firm
19.5 The Cost of New Issues
19.6 Rights
19.7 The Rights Puzzle
19.8 Shelf Registration
19.9 The Private Equity Market
19.10 Summary and Conclusions


The Public Issue


The Basic Procedure
 Management gets the approval of the Board
of Directors.
 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.

The Process of A Public
Offering
Steps in Public Offering
1. Pre-underwriting conferences
2. Registration statements
3. Pricing the issue
4. Public offering and sale
5. Market stabilization

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


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.


The Cash Offer





There are two methods for issuing securities for
cash:
 Firm Commitment
 Best Efforts
There are two methods for selecting an underwriter
 Competitive
 Negotiated


Firm Commitment






Under a firm commitment underwriting, the
investment bank buys the securities outright from
the issuing firm.
Obviously, they need to make a profit, so they buy at
“wholesale” and try to resell at “retail”.
To minimize their risk, the investment bankers
combine to form an underwriting syndicate to share
the risk and help sell the issue to the public.

Best Efforts






Under a best efforts underwriting, the underwriter
does not buy the issue from the issuing firm.
Instead, the underwriter acts as an agent, receiving
a commission for each share sold, and using its
“best efforts” to sell the entire issue.
This is more common for initial public offerings than
for seasoned new issues.


Green Shoes and Lockups


Green Shoe provision







Allows syndicate to purchase an additional 15% of the
issue from the issuer
Allows the issue to be oversubscribed

Provides some protection for the lead underwriter as
they perform their price stabilization function

Lockup agreements





Restriction on insiders that prevents them from selling
their shares of an IPO for a specified time period
The lockup period is commonly 180 days
The stock price tends to drop when the lockup period
expires due to market anticipation of additional shares
hitting the street


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


Work the Web Example



How have recent IPOs done?
Click on the web surfer to go to the Bloomberg site
and follow the “IPO Center” link
 How many companies have gone public in the
last week?
 How have companies that went public three
months ago done? What about six months ago?


The Cost of New Issues
1.
2.
3.
4.

5.
6.

Spread or underwriting discount
Other direct expenses
Indirect expenses
Abnormal returns
Underpricing
Green Shoe Option


The Costs of Public Offerings
Equity
Proceeds
Direct Costs
Underpricing
(in millions)
SEOs
IPOs
IPOs
2 - 9.99 13.28%
16.96%
16.36%
10 - 19.99
8.72%
11.63%
9.65%
20 - 39.99
6.93%
9.70%

12.48%
40 - 59.99
5.87%
8.72%
13.65%
60 - 79.99
5.18%
8.20%
11.31%
80 - 99.99
4.73%
7.91%
8.91%
100 - 199.99 4.22%
7.06%
7.16%
200 - 499.99 3.47%
6.53%
5.70%
500 and up
3.15%
5.72%
7.53%


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.


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.


More on Rights Offerings








Ex-rights – the price of the stock will drop by the
value of the right on the day that the stock no longer
carries the “right”
Standby underwriting – underwriter agrees to buy
any shares that are not purchased through the rights
offering
Stockholders can either exercise their rights or sell
them – they are not hurt by the rights offering either
way
Rights offerings are generally cheaper, yet they are
much less common than general cash offers in the
U.S.


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?

Rights Offering Example



What is the new market value of the firm?
There are 200,000 outstanding shares at $25
each.There will be 10,000 new shares issued
at a $20 subscription price.

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


Rights Offering Example





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
= $24.7619

210,000 shares

• Thus the value of a right is
$0.2381 = $25 – $24.7619


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 one explanation is entirely convincing.

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.
 The cannot have recently defaulted on debt.
 The market capitalization must be > $75 m.
 No recent SEC violations.


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.

Private Placements






Avoid the costly procedures associated with the
registration requirements that are a part of public
issues.
The SEC restricts private placement issues ot no
more than a couple of dozen knowledgeable
investors including institutions such as insurance
companies and pension funds.
The biggest drawback is that the securities cannot
be easily resold.


Venture Capital




The limited partnership is the dominant form of
intermediation in this market.
There are four types of suppliers of venture capital:
1.
2.
3.

4.

Old-line wealthy families.
Private partnerships and corporations.
Large industrial or financial corporations have established
venture-capital subsidiaries.
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.


Venture Capital









Private financing for relatively new businesses in
exchange for stock
Usually entails some hands-on guidance
The ultimate goal is usually to take the company
public and the VC will benefit from the capital raised
in the IPO
Many VC firms are formed from a group of investors

that pool capital and then have partners in the firm
decide which companies will receive financing
Some large corporations have a VC division


Choosing a Venture Capitalist







Look for financial strength
Choose a VC that has a management style that is
compatible with your own
Obtain and check references
What contacts does the VC have?
What is the exit strategy?