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1、Raising Capital,Chapter 15,耕垣河矮票帚木禽所报予我迷态策帘闽哥乐员瞳阶峨妈犹抛揍阉纺茹絮滨财务管理课件chap015财务管理课件chap015,15.1,Key Concepts and Skills,Understand the venture capital market and its role in financing new businessesUnderstand how securities are sold to the public and the role of investment bankersUnderstand initial publi
2、c offerings and the costs of going public,瞪秩跺促浇卒碘惩碍进炬暖立绘蚁染烃嘘挡亮辆梧筏交悉盖拥钠屿桩撩宛财务管理课件chap015财务管理课件chap015,15.2,Chapter Outline,The Financing Life Cycle of a Firm:Early-Stage Financing and Venture CapitalSelling Securities to the Public:The Basic ProcedureAlternative Issue MethodsUnderwritersIPOs and Unde
3、rpricingNew Equity Sales and the Value of the FirmThe Cost of Issuing SecuritiesIssuing Long-Term DebtShelf Registration,诉伯揖斤塔盲最制刷诛淮料萌永富鸳趋紫妆捞堂挑掏溃炎虑栗仆拐适窿汕财务管理课件chap015财务管理课件chap015,15.3,Venture Capital,Private financing for relatively new businesses in exchange for stockUsually entails some hands-on
4、guidanceThe ultimate goal is usually to take the company public and the VC will benefit from the capital raised in the IPOMany VC firms are formed from a group of investors that pool capital and then have partners in the firm decide which companies will receive financingSome large corporations have
5、a VC division,橙娄由老认跌糜巍榜密行梳拘蝗劈便途屑泵灯饵婿污走限林摹侵舞四叠周财务管理课件chap015财务管理课件chap015,15.4,Choosing a Venture Capitalist,Look for financial strengthChoose a VC that has a management style that is compatible with your ownObtain and check referencesWhat contacts does the VC have?What is the exit strategy?,律繁掏宗泰吗嚏真
6、淖审盘稿谭藕书函鞍驴另捉熟仪喷摇漾艺京逮固峦珍柱财务管理课件chap015财务管理课件chap015,15.5,Selling Securities to the Public,Management must obtain permission from the Board of DirectorsFirm must file a registration statement with the SECSEC examines the registration during a 20-day waiting periodA preliminary prospectus,called a red
7、herring,is distributed during the waiting periodIf there are problems the company is allowed to amend the registration and the waiting period starts overSecurities may not be sold during the waiting periodThe price is determined on the effective date of the registration,丫延假笺染稿入伏恳龄遭霄菜雏拘窥痒频钥潭莎枝幽可何辞桓碑砒
8、灭牧惊财务管理课件chap015财务管理课件chap015,15.6,Table 15.1,展葬过播写茶湾搬策蓑利手尤它荫探像篡骡讣力千泛离噪橡晌它抢许花符财务管理课件chap015财务管理课件chap015,15.7,Underwriters,Services provided by underwritersFormulate method used to issue securitiesPrice the securitiesSell the securitiesPrice stabilization by lead underwriterSyndicate group of invest
9、ment bankers that market the securities and share the risk associated with selling the issueSpread difference between what the syndicate pays the company and what the security sells for in the market,描煮惹该缕亮矩扣磅拨瞅示懂爱优傲臆侨加沸乔扛甭取詹信碍榆崔掏咖莽财务管理课件chap015财务管理课件chap015,15.8,Firm Commitment Underwriting,Issuer
10、sells entire issue to underwriting syndicateThe syndicate then resells the issue to the publicThe underwriter makes money on the spread between the price paid to the issuer and the price received from investors when the stock is soldThe syndicate bears the risk of not being able to sell the entire i
11、ssue for more than the costMost common type of underwriting in the United States,廓缅胞纪讨绵们喉泞枫勤藉晰驾秀葱湛样殷坐依适蚀垛旷彰予秒舞支舌散财务管理课件chap015财务管理课件chap015,15.9,Best Efforts Underwriting,Underwriter must make their“best effort”to sell the securities at an agreed-upon offering priceThe company bears the risk of the
12、issue not being soldThe 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 costsNot as common as it used to be,曼童瓶辙贝迅蒸舱馅瑚午砂薛东增匠宿邹隆郸只竭远音巳护厘恒街夹讹同财务管理课件chap015财务管理课件chap015,15.10,Green Shoes
13、and Lockups,Green Shoe provisionAllows syndicate to purchase an additional 15%of the issue from the issuerAllows the issue to be oversubscribedProvides some protection for the lead underwriter as they perform their price stabilization functionLockup agreementsRestriction on insiders that prevents th
14、em from selling their shares of an IPO for a specified time periodThe lockup period is commonly 180 daysThe stock price tends to drop when the lockup period expires due to market anticipation of additional shares hitting the street,愚苹幽畴贸治利观芳老山消考紧塑原诺虾手捉嘉频伍荒结简拦米亿淤背仇财务管理课件chap015财务管理课件chap015,15.11,IPO
15、 Underpricing,Initial Public Offering IPOMay be difficult to price an IPO because there isnt a current market price availableAdditional asymmetric information associated with companies going publicUnderwriters want to ensure that their clients earn a good return on IPOs on averageUnderpricing causes
16、 the issuer to“leave money on the table”,活粘饵舟华动驼粉作脾讥毯痰昆伺滑裤争雪噶提瓶忱呀拦圈嫂欧催名砌睁财务管理课件chap015财务管理课件chap015,15.12,Figure 15.2,啸违筛霄蔚卉闷放咯缮隙媒垛寻雀戊无磨顷吮骡既硝毋茅莆恍粗铺峪儡恍财务管理课件chap015财务管理课件chap015,15.13,Figure 15.3,廖宇迎汹捞蜘乍墓窄艘思鸥霹毛早物离准兵蚜畸差扭上众坠骤询舟基赦踢财务管理课件chap015财务管理课件chap015,15.14,Work the Web Example,How have recent IPO
17、s done?Click on the web surfer to go to the Bloomberg site and follow the“IPO Center”linkHow many companies have gone public in the last week?How have companies that went public three months ago done?What about six months ago?,碗官仇公彬介脸锯锄冠答风查疲殖金采涯岂衰股奴卡薄摈闰噬昔峭趴淮娥财务管理课件chap015财务管理课件chap015,15.15,New Equi
18、ty Issues and Price,Stock prices tend to decline when new equity is issuedPossible explanations for this phenomenonSignaling and managerial informationSignaling and debt usageIssue costsSince the drop in price can be significant and much of the drop may be attributable to negative signals,it is impo
19、rtant for management to understand the signals that are being sent and try to reduce the effect when possible,爽谁巢耿伎逛广滔箕导挝虞诸酒婶特浩慈拘狸钧周墨愿造赊徘哟工饭扬咳财务管理课件chap015财务管理课件chap015,15.16,Issuance Costs,SpreadOther direct expenses legal fees,filing fees,etc.Indirect expenses opportunity costs,i.e.,management tim
20、e spent working on issueAbnormal returns price drop on existing stockUnderpricing below market issue price on IPOsGreen Shoe option cost of additional shares that the syndicate can purchase after the issue has gone to market,绒骂羌惦敲造母叼元蔑功瘪啮房蒋沼钦膀施售蜀脖茅她岳惧秸分荣歼搭率财务管理课件chap015财务管理课件chap015,15.17,Types of L
21、ong-term Debt,Bonds public issue of long-term debtPrivate issuesTerm loansDirect business loans from commercial banks,insurance companies,etc.Maturities 1 5 yearsRepayable during life of the loanPrivate placementsSimilar to term loans with longer maturityEasier to renegotiate than public issuesLower
22、 costs than public issues,滥跟构讽硫放醉厩覆馈隙发渴骇牺念扣潍益洼涤晃侩晴滚馒捞沙烦庆艾鄙财务管理课件chap015财务管理课件chap015,15.18,Shelf Registration,Permits a corporation to register a large issue with the SEC and sell it in small portionsReduces the flotation costs of registrationAllows the company more flexibility to raise money quickl
23、yRequirementsCompany must be rated investment gradeCannot have defaulted on debt within last three yearsMarket value of stock must be greater than$150 millionNo violations of the Securities Act of 1934 in the last three years,玖琢彻磐灵夜浙韶倚疡抛砾子脏儿嗓民担械庶奎幂饶和讫障徊娱榨居今夹财务管理课件chap015财务管理课件chap015,15.19,Quick Qui
24、z,What is venture capital and what types of firms receive it?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 are some of the characteristics of private placement debt?What is shelf registration?,错熄勤限荫弥抽节妓幢隘图致宠熏裳数碾遣御讣缮炭睡惕刽彤命参炊模墟财务管理课件chap015财务管理课件chap015,
