1. © 2003 The McGraw-Hill Companies, Inc. All rights reserved. Raising Capital Chapter Fifteen

2. 15.1 Chapter Outline  The Financing Life Cycle of a Firm: Early-Stage Financing and Venture Capital  The Public Issue  The Basic Procedure for a New Issue  The Cash Offer  The Decision to Go Public  New Equity Sales and the Value of the Firm  The Cost of Issuing Securities  Rights  Dilution  Issuing Long-Term Debt

3. 15.2 Venture Capital 15.1  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 venture capitalists will benefit from the capital raised in the IPO  Many venture capital 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 venture capital division

4. 15.3 Choosing a Venture Capitalist  Look for financial strength (resources and financial reserves for additional financing stages)  Choose a VC that has a management style that is compatible with your own (involved in day-to-day operations or monthly reports)  Obtain and check references (have the venture capitalists been successful with other firms?)  What contacts does the VC have? (contacts with potential important customers and suppliers)  What is the exit strategy? (under what circumstances will venture capitalists “cash-out” of the business?)

5. 15.4 The Public Issue 15.2  Public issue – the creation and sale of securities that are intended to be traded on public markets  All companies listed on the TSX come under the Ontario Securities Commission’s (OSC) jurisdiction  The Canadian Securities Administration (CSA) coordinates across provinces.

6. 15.5 Alberta Securities Commission  The Alberta Securities Commission (ASC) is the industry- funded organization responsible for overseeing the capital market in Alberta. The Commission administers the Alberta Securities Act, the Securities Regulation and Alberta Securities Commission Rules.  This legislation is designed to ensure that: -Alberta’s capital market operates fairly and efficiently for participants -that investors have timely, accurate information on which to base investment decisions -those who sell securities in Alberta are registered and that they conduct themselves according to applicable laws and professional standards.

7. 15.6 Selling Securities to the Public 15.3  Management must obtain permission from the Board of Directors  Firm must prepare and distribute copies of a preliminary prospectus (red herring) to the Securities Commissions in the jurisdictions where they want to sell the shares Prospectus: is a legal document describing details of the issuing corporation and the proposed offering to potential investors

8. 15.7 Selling Securities to the Public (cont.)  The Securities Commissions study the preliminary prospectus and notify the company of any deficiencies (usually takes a minimum of 2 weeks)  When the prospectus is approved by the Securities Commissions, the price is set and the securities dealers can begin selling the new issue

9. 15.8 Underwriters 15.4  Services provided by underwriters  Formulate method used to issue securities  Price the securities  Sell the securities  Syndicate – group of underwriters that market the securities and share the risk associated with selling the issue  Spread – difference between what the syndicate pays the company and what the security sells for in the market

10. 15.9 Firm Commitment Underwriting  Also called a “bought deal”  Issuer sells entire issue to 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  Most common type of underwriting in Canada

11. 15.10 Best Efforts Underwriting  Underwriter sells as much of the issue as possible, but can return any unsold shares to the issuer without financial resposibility  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. In this situation, the company does not get the capital and they have still incurred substantial flotation costs

12. 15.11 Overallotment Option  Overallotment Option / Green Shoe provision  Allows syndicate to purchase an additional 15% of the issue from the issuer  Allows the issue to be oversubscribed and covers excess demand  The overallotment option is a benefit to the underwriting syndicate and a cost to the issuer

13. 15.12 IPO Underpricing 15.5  Initial Public Offering – IPO  May be difficult to price an IPO because there isn’t a current market price available  Additional asymmetric information associated with companies going public  Underwriters want to ensure that their clients earn a good return on IPOs on average  Underpricing causes the issuer to “leave money on the table” (i.e., reduces the proceeds received by the original owners)

14. 15.13 Why does underpricing exist?  Much of the apparent underpricing is attributable to the smaller, more highly speculative (i.e., very risky investments) issues. Thus, these issues must be significantly underpriced in order to attract investors.  When the price is too low, the issue is often oversubscribed. This, means investors cannot buy all the shares they want, and the underwriters allocate the shares among investors.

15. 15.14 New Equity Issues and Price  Stock prices tend to decline when new equity is issued  Possible explanations for this phenomenon  Managerial information and signaling (e.g. issue new stock when the firm’s stock is overvalued)  Debt usage and signaling (issue new stock because the firm has too much debt or not enough liquidity)  Issue costs (e.g. flotation costs)

16. 15.15 New Equity Issues and Price (cont.)  Since 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 try to reduce the effect when possible

17. 15.16 The Cost of Issuing Securities 15.7  Spread – the difference between the price the issuer receives and the offer price  Other direct expenses – legal fees, filing fees, etc.  Indirect expenses – opportunity costs, i.e., management time spent working on issue  Abnormal returns – price drop on existing stock (3%)  Underpricing – below market issue price on IPOs  Overallotment (Green Shoe) option – cost of additional shares that the underwriter can purchase at the offer price after the issue has gone to market

18. 15.17 Rights Offerings: Basic Concepts 15.8  More correct name is the Pre-emptive Right  A Rights Offeing is an issue of new common stock offered to existing shareholders  A Rights Offer allows current shareholders avoid the dilution that occurs with a new stock issue, since they are able to purchase a pro rata share of the new issue  One “Right” is given for each common stock owned. The Right will:  Specify number of shares that can be purchased  Specify purchase price  Specify time frame  Rights usually trade on the same exchange as the company’s stock

19. 15.18 Dilution 15.9  Dilution is a loss in value for existing shareholders  Percentage ownership – if the firm sells new shares, the old shareholder’s proportionate ownership goes down, if they don’t buy an equal percentage of the new shares offered.  Example: Jill currently owns 5,000 shares in a firm with 50,000 shares outstanding. She thus owns 10% of the firm. The firm then sells another 50,000 shares. If Jill does not purchase any of the new shares, her ownership falls to 5%.

20. 15.19 Dilution  Market value – dilution (a drop in market price per share) occurs when the firm accepts negative NPV projects, thereby destroying shareholder wealth.  Book value and EPS – both the book value per share and the Earnings per Share (EPS) will drop when new common stock is issued (since you divide by the # of outstanding stocks)

21. 15.20 Types of Long-term Debt 15.10  Bonds – long-term debt  May be sold through a public offering or a private placement  Private issues  Term loans  Direct business loans from commercial banks, insurance companies, etc.  Maturities usually in the range of 1 – 5 years, although may be much longer  Term loans are usually repayable during the life of the loan  Interest rate may be either fixed or floating rate  Syndicated loan  Loans made by a group (or syndicate) of banks and other institutional investors  Each bank has a separate loan agreement with the borrower  A syndicated loan may be publicly traded

22. 15.21 Types of Long-term Debt (cont.)  Private placements  Similar to term loans with longer maturity  Easier to renegotiate than public issues  Lower costs than public issues (since it does not require a full prospectus)