1. How Corporations Issue Securities Financial Institutions Student Presentations Venture Capital Initial Public Offering Other New Issue Procedures Subsequent Security Sales Private Placements

2. Financial Institutions Types of institutions –Banks –Insurance companies –Pension funds –Mutual funds –Hedge funds Payment mechanism Borrowing and lending Pooling risk

3. Venture Capital First stage financing Advantages –Deep pockets –Contacts –Experience with start-up companies –Partnership in operations and financial success Incentives –For managers Fully committed financially Will reap payoff only if successful –For venture capitalist Downside protection Upside potential

4. Venture Capital - 2 Second (and third or more) stage financing –May include additional venture capitalists –Ties funding to meeting objectives Most companies funded by venture capital do not succeed –Open Prairie Ventures 2 of 15 start-ups actually considered successes Payoffs on successes provide enough to offset the losses on the rest of the investments

5. Venture Capital Market Venture capital investment trends –1995 $8 billion –2000$105 billion –2006 $26 billion Generally organized a limited private partnerships –Management company Fixed fee and share of profits (2% plus 20%) –Limited partners Insurance companies or pension plans Wealthy investors Share in gains/losses Exit strategy for venture capitalist –Selling firm –Going public

6. Initial Public Offering 1.Select managing underwriter and form underwriting syndicate 2.Arrange spread and greenshoe option 3.Register with SEC and issue prospectus 4.Roadshow to interest potential investors and build book of demand 5.SEC approval and issue price set 6.Underwriters allocate stock 7.Trading starts 8.Managing underwriter makes liquid market

7. Underwriting a New Issue Role of underwriter and underwriting syndicate –Financial advisors –Buy the issue –Resell it to the public Alternatives for underwriting syndicate –Buy entire issue and resell it –Best-efforts basis –All-or-none arrangement Primary offering –New shares Secondary offering –Shares held by management, venture capitalist or other investors

8. Financial Terms for IPO Spread –Difference between what underwriter pays and the offering price –Typically 7% for $20 – 80 million IPOs –Split among managing underwriter, syndicate and sales force Registration costs Greenshoe option –Allows underwriter to buy and sell additional shares

9. Prospectus Number of shares –Primary offering –Secondary offering Price –To public –To underwriter –Proceeds to company and other sellers Registration expenses Use of proceeds Company information Considerations – Warnings Management and compensation Prior transactions Selling stockholders Underwriting agreement Legal matters

10. Underpricing of IPOs IPOs often end the first day of trading above the offering price Average first day returns approximately 19% over 1963-2003 Long term, IPOs underperform the market Why are IPOs underpriced? –To assure selling entire issue –To entice investors to IPOs of underwriter –To reward favored clients Individual investors do not get favorable returns by bidding for each IPO

11. New Issue Procedures Bookbuilding –Typical in US Fixed price offer Auction –Google –Discriminatory auction –Uniform price auction –Impact of winner’s curse

12. Subsequent Security Sales General cash offers –Shelf registration More common for debt than equity Allows company to time market Spreads –IPOs - around 7% –Seasoned equity - around 5% –Debt – around 1% Market reaction to stock issues –US stocks approximately a 3% decline when stock issue is announced –Signaling issue Rights issues

13. Private Placements Limits on number and type of investors Advantages –Lower cost –May deal directly with buyer Disadvantages –No active market to determine price –Hard to resell Example –State Farm and debt issues

14. Summary Companies can raise capital in a variety of ways Venture capital is a stepping stone to more long term financing Initial public offerings are a complex process Issuing equity is more costly than issuing debt Underwriters play an important role in raising capital Underpricing of IPOs is typical Signaling inside information impacts stock price Beware of the winner’s curse in investing

15. Next Class Payout Policy Read Chapter 16