財務(wù)管理課件chap015

1、mcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwinraising capitalchapter 15mcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.1key concepts and skillsnunderstand the venture capital market and its role in financing new busines

2、sesnunderstand how securities are sold to the public and the role of investment bankersnunderstand initial public offerings and the costs of going publicmcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.2chapter outlinenthe financing life cycle of a firm: early

3、-stage financing and venture capitalnselling securities to the public: the basic procedurenalternative issue methodsnunderwritersnipos and underpricingnnew equity sales and the value of the firmnthe cost of issuing securitiesnissuing long-term debtnshelf registrationmcgraw-hill 2004 the mcgraw-hill

4、companies, inc. all rights reserved.mcgraw-hill/irwin15.3venture capitalnprivate financing for relatively new businesses in exchange for stocknusually entails some hands-on guidancenthe ultimate goal is usually to take the company public and the vc will benefit from the capital raised in the iponman

5、y vc firms are formed from a group of investors that pool capital and then have partners in the firm decide which companies will receive financingnsome large corporations have a vc divisionmcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.4choosing a venture ca

6、pitalistnlook for financial strengthnchoose a vc that has a management style that is compatible with your ownnobtain and check referencesnwhat contacts does the vc have?nwhat is the exit strategy?mcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.5selling securi

7、ties to the publicnmanagement must obtain permission from the board of directorsnfirm must file a registration statement with the secnsec examines the registration during a 20-day waiting periodna preliminary prospectus, called a red herring, is distributed during the waiting periodnif there are pro

8、blems the company is allowed to amend the registration and the waiting period starts overnsecurities may not be sold during the waiting periodnthe price is determined on the effective date of the registration mcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.6t

9、able 15.1mcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.7underwritersnservices provided by underwritersnformulate method used to issue securitiesnprice the securitiesnsell the securitiesnprice stabilization by lead underwriternsyndicate group of investment b

10、ankers that market the securities and share the risk associated with selling the issuenspread difference between what the syndicate pays the company and what the security sells for in the marketmcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.8firm commitment

11、underwritingnissuer sells entire issue to underwriting syndicatenthe syndicate then resells the issue to the publicnthe underwriter makes money on the spread between the price paid to the issuer and the price received from investors when the stock is soldnthe syndicate bears the risk of not being ab

12、le to sell the entire issue for more than the costnmost common type of underwriting in the united statesmcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.9best efforts underwritingnunderwriter must make their “best effort” to sell the securities at an agreed-up

13、on offering pricenthe company bears the risk of the issue not being soldnthe offer may be pulled if there is not enough interest at the offer price and the company does not get the capital and they have still incurred substantial flotation costsnnot as common as it used to bemcgraw-hill 2004 the mcg

14、raw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.10green shoes and lockupsngreen shoe provisionnallows syndicate to purchase an additional 15% of the issue from the issuernallows the issue to be oversubscribednprovides some protection for the lead underwriter as they perform their pr

15、ice stabilization functionnlockup agreementsnrestriction on insiders that prevents them from selling their shares of an ipo for a specified time periodnthe lockup period is commonly 180 daysnthe stock price tends to drop when the lockup period expires due to market anticipation of additional shares

16、hitting the streetmcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.11ipo underpricingninitial public offering iponmay be difficult to price an ipo because there isnt a current market price availablenadditional asymmetric information associated with companies g

17、oing publicnunderwriters want to ensure that their clients earn a good return on ipos on averagenunderpricing causes the issuer to “l(fā)eave money on the table”mcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.12figure 15.2mcgraw-hill 2004 the mcgraw-hill companie

18、s, inc. all rights reserved.mcgraw-hill/irwin15.13figure 15.3mcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.14work the web examplenhow have recent ipos done?nclick on the web surfer to go to the bloomberg site and follow the “ipo center” linknhow many compan

19、ies have gone public in the last week?nhow have companies that went public three months ago done? what about six months ago?mcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.15new equity issues and pricenstock prices tend to decline when new equity is issuednpo

20、ssible explanations for this phenomenonnsignaling and managerial informationnsignaling and debt usagenissue costsnsince the drop in price can be significant and much of the drop may be attributable to negative signals, it is important for management to understand the signals that are being sent and

21、try to reduce the effect when possiblemcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.16issuance costsnspreadnother direct expenses legal fees, filing fees, etc.nindirect expenses opportunity costs, i.e., management time spent working on issuenabnormal return

22、s price drop on existing stocknunderpricing below market issue price on iposngreen shoe option cost of additional shares that the syndicate can purchase after the issue has gone to marketmcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.17types of long-term deb

23、tnbonds public issue of long-term debtnprivate issuesnterm loansndirect business loans from commercial banks, insurance companies, etc.nmaturities 1 5 yearsnrepayable during life of the loannprivate placementsnsimilar to term loans with longer maturityneasier to renegotiate than public issuesnlower costs than public issuesmcgraw-hill 2004 the mcgraw-hill companies, inc. all rights reserved.mcgraw-hill/irwin15.18shelf registrationnpermits a corporation to register a large issue with the sec and sell it in small portionsnreduces the flotation costs of registrationnallows the c