Hedge Fund Investing in Distressed Securities
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Initial Public Offerings
November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations -
Stock in a Closely Held Corporation:Is It a Security for Uniform Commercial Code Purposes?
Vanderbilt Law Review Volume 42 Issue 2 Issue 2 - March 1989 Article 6 3-1989 Stock in a Closely Held Corporation:Is It a Security for Uniform Commercial Code Purposes? Tracy A. Powell Follow this and additional works at: https://scholarship.law.vanderbilt.edu/vlr Part of the Securities Law Commons Recommended Citation Tracy A. Powell, Stock in a Closely Held Corporation:Is It a Security for Uniform Commercial Code Purposes?, 42 Vanderbilt Law Review 579 (1989) Available at: https://scholarship.law.vanderbilt.edu/vlr/vol42/iss2/6 This Note is brought to you for free and open access by Scholarship@Vanderbilt Law. It has been accepted for inclusion in Vanderbilt Law Review by an authorized editor of Scholarship@Vanderbilt Law. For more information, please contact [email protected]. Stock in a Closely Held Corporation: Is It a Security for Uniform Commercial Code Purposes? I. INTRODUCTION ........................................ 579 II. JUDICIAL DECISIONS ................................... 582 A. The Blasingame Decision ......................... 582 B. Article 8 Generally .............................. 584 C. Cases Deciding Close Stock is Not a Security ...... 586 D. Cases Deciding Close Stock is a Security .......... 590 E. Problem Areas Created by a Decision that Close Stock is Not a Security .......................... 595 III. STATUTORY ANALYSIS .................................. 598 A. Statutory History ................................ 598 B. Official Comments to the U.C.C. .................. 599 1. In G eneral .................................. 599 2. Official Comments to Article 8 ................ 601 3. Interpreting the U.C.C. as a Whole ........... 603 IV. CONCLUSION .......................................... 605 I. INTRODUCTION The term security has many applications. No application, however, is more important than when an interest owned or traded is determined to be within the legal definition of security. -
The Importance of the Capital Structure in Credit Investments: Why Being at the Top (In Loans) Is a Better Risk Position
Understanding the importance of the capital structure in credit investments: Why being at the top (in loans) is a better risk position Before making any investment decision, whether it’s in equity, fixed income or property it’s important to consider whether you are adequately compensated for the risks you are taking. Understanding where your investment sits in the capital structure will help you recognise the potential downside that could result in permanent loss of capital. Within a typical business there are various financing securities used to fund existing operations and growth. Most companies will use a combination of both debt and equity. The debt may come in different forms including senior secured loans and unsecured bonds, while equity typically comes as preference or ordinary shares. The exact combination of these instruments forms the company’s “capital structure”, and is usually designed to suit the underlying cash flows and assets of the business as well as investor and management risk appetites. The most fundamental aspect for debt investors in any capital structure is seniority and security in the capital structure which is reflected in the level of leverage and impacts the amount an investor should recover if a company fails to meet its financial obligations. Seniority refers to where an instrument ranks in priority of payment. Creditors (debt holders) normally have a legal right to be paid both interest and principal in priority to shareholders. Amongst creditors, “senior” creditors will be paid in priority to “junior” creditors. Security refers to a creditor’s right to take a “mortgage” or “lien” over property and other assets of a company in a default scenario. -
In Re Security Finance Co
University of California, Hastings College of the Law UC Hastings Scholarship Repository Opinions The onorH able Roger J. Traynor Collection 11-12-1957 In re Security Finance Co. Roger J. Traynor Follow this and additional works at: http://repository.uchastings.edu/traynor_opinions Recommended Citation Roger J. Traynor, In re Security Finance Co. 49 Cal.2d 370 (1957). Available at: http://repository.uchastings.edu/traynor_opinions/526 This Opinion is brought to you for free and open access by the The onorH able Roger J. Traynor Collection at UC Hastings Scholarship Repository. It has been accepted for inclusion in Opinions by an authorized administrator of UC Hastings Scholarship Repository. For more information, please contact [email protected]. 370 IN BE SECURITY FINANCE CO. [49 C.2d [So F. No. 19455. In Bank. Nov. 12, 1957.] In re SECURITY FINANCE COMPANY (a Corporation), in Process of Voluntary Winding Up. EARL R. ROUDA, Respondent, V. GEORGE N. CROCKER et at, Appellants. [1] Corporations-DissolutioD.-At common law a corporation had no power to end its existence; the shareholder.- could surrender the charter, but actual dissolution depended on acceptance by the sovereign. [2] ld.-Voluntary Dissolution-Judicial SupervisioD.-The su perior court has jurisdiction to supervise the dissolution of a corporation by virtue of Corp. Code, § 4607, only if the cor poration is "in the process of voluntary winding up," and the corporation is in the process of voluntary winding up only if a valid election to wind up has been made pursuant to § 4600. [3] 1d.-Volunta17 Dissolution-Rights of Shareholders.-Share holders representing 50 per cent of the voting power do not have an absolute right under Corp. -
Bain Capital Distressed and Special Situations 2019 (A), LP
COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES’ RETIREMENT SYSTEM Public Investment Memorandum Bain Capital Distressed and Special Situations 2019 (A), L.P. High Yield/Private Credit Commitment James F. Del Gaudio Senior Portfolio Manager April 22, 2019 COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES’ RETIREMENT SYSTEM Recommendation: PSERS Investment Professionals, together with Hamilton Lane Advisors, L.L.C. (“Hamilton Lane”), recommend the Board commit up to $200 million to Bain Capital Distressed and Special Situations 2019 (A), L.P. (the “Fund”, or “DSS 19”). Bain Capital Credit, LP (“Bain” or the “Firm”) is seeking to raise their third dedicated distressed and special situations fund, DSS 19, which will focus on global special situations opportunities and distressed securities, targeting $3 billion in commitments. Firm Overview: Bain Capital Credit, LP, an affiliate of Bain Capital, LP, is a leading global credit specialist. The Firm was formed as Sankaty Advisors in 1998 by Jonathan Lavine, Managing Partner and CIO, based on the idea that one could successfully apply the same level of rigorous analysis developed in Bain Capital’s Private Equity business to credit investing. With approximately $39 billion in assets under management as of January 1, 2019, Bain Capital Credit invests across the full spectrum of credit strategies, including leveraged loans, high-yield bonds, distressed debt, direct lending, structured products, non-performing loans (“NPLs”), and equities. Bain Capital Credit currently has 297 employees in -
Frequently Asked Questions About Initial Public Offerings
FREQUENTLY ASKED QUESTIONS ABOUT INITIAL PUBLIC OFFERINGS Initial public offerings (“IPOs”) are complex, time-consuming and implicate many different areas of the law and market practices. The following FAQs address important issues but are not likely to answer all of your questions. • Public companies have greater visibility. The media understanding IPOS has greater economic incentive to cover a public company than a private company because of the number of investors seeking information about their What is an IPO? investment. An “IPO” is the initial public offering by a company • Going public allows a company’s employees to of its securities, most often its common stock. In the share in its growth and success through stock united States, these offerings are generally registered options and other equity-based compensation under the Securities Act of 1933, as amended (the structures that benefit from a more liquid stock with “Securities Act”), and the shares are often but not an independently determined fair market value. A always listed on a national securities exchange such public company may also use its equity to attract as the new York Stock exchange (the “nYSe”), the and retain management and key personnel. nYSe American LLC or one of the nasdaq markets (“nasdaq” and, collectively, the “exchanges”). The What are disadvantages of going public? process of “going public” is complex and expensive. • The IPO process is expensive. The legal, accounting upon the completion of an IPO, a company becomes and printing costs are significant and these costs a “public company,” subject to all of the regulations will have to be paid regardless of whether an IPO is applicable to public companies, including those of successful. -
Preventing Nuclear Catastrophe: Making the Case for Investors and the Private Sector to Work Towards Reducing the Risks of Nuclear Weapons
Preventing Nuclear Catastrophe: Making the Case for Investors and the Private Sector to Work Towards Reducing the Risks of Nuclear Weapons David Epstein, CFA The Cross Capital Initiative | July 2020 Acknowledgements We would like to acknowledge the folks who we interviewed for our ongoing work, along with others who were helpful. (Please note that inclusion of a name should not be taken as an indication that the person has read or endorses the report.) This report was made possible by funding from and in collaboration with N Square. Erika Gregory – Director, N Square Chris Gadomski – Lead Analyst, Nuclear, Morgan Matthews – Deputy Director, N Square Bloomberg New Energy Finance Gretchen Hund – Former Director, PNNL Elizabeth Talerman – CEO, Nucleus Christopher Bidwell – Senior Fellow, Federation Shazeeda Bhola – Strategist/Designer, Nucleus of American Scientists Clare Albers – Nucleus Lauren Borja – Stanton Nuclear Security Franz Busse – Sr. VP of Tech. Systems, Banjo Postdoctoral Fellow, Stanford Tom Freke – Senior Editor, Bloomberg News Michelle Dover – Director of Programs, Elaine Hagan – Assoc. Dean @ UCLA Anderson Ploughshares Fund and Exec. Dir. of Price Center Rob Du Boff, CFA – ESG Analyst, Bloomberg Will Freas – Prog. Coord., Venture Accelerator Intelligence @ UCLA Anderson Nickolas Roth – Senior Fellow & Director, Ben Solomon – Founder/Managing Partner, Stimson Center’s Nuclear Security Program Fedtech Brian Finlay – President/CEO, Stimson Center Jack Fernandes – CEO/Founder, Regenica Unmesh Sheth – Founder, SoPact Biosciences -
List of All Fees for the Securitytrustsm Reloadable Visa® Prepaid Card Issued by Republic Bank of Chicago, Member FDIC, Pursuant to a License from Visa U.S.A
CARDHOLDER AGREEMENT List of all fees for the SecurityTRUSTSM Reloadable Visa® Prepaid Card issued by Republic Bank of Chicago, Member FDIC, pursuant to a license from Visa U.S.A. Inc. All Fees Amount Details Monthly usage Monthly Fee is $7.95. The Monthly Fee is waived for the first 60 days Monthly fee $7.95 after the initial load. The Monthly Fee is also waived if you receive direct deposits of $500.00 or more every 35 days. Add money Fee of up to $5.95 may apply when reloading your Card at Retail Locations, including Green Dot® and Visa ReadyLink reload agents. This Cash reload $5.95 fee is charged by the reload agent and is subject to change. Reload locations may be found at www.insightvisa.com. Fee of up to 5% of the amount of a check loaded through third party 5%, $5.00 applications may apply, subject to a $5.00 minimum. Service is subject to Mobile check load minimum third party terms and conditions. This fee is charged by a third party and is subject to change. Spend money Per purchase transactions None No fees are assessed for domestic purchase transactions. Bill pay available when you log in to your account at Bill payment None www.insightvisa.com. There is no charge to complete a bill pay transaction. There is no charge to originate or receive transfers between your Card Card to card transfer None and another Insight-branded or SecurityTRUSTSM-branded Card. Get cash You will not be charged a fee for cash withdrawals at “in-network” ATMs. -
•Central Securities Depository •Creating Stock •Corporate Actions •Clearance and Settlement •Fixed Income Issues •M
® LIFE CYCLE OF A SECURITY explores the role of central securities depositories in the United States and global capital markets, with a particular focus on the part The Depository Trust Company (DTC) plays in launching new securities issues and providing the essential services that security issuers require. The guide explains the process of creating and dis tributing stocks and bonds in the primary and secondary markets,- the details of clearing and settling retail and institutional transac tions, and the sophisticated infrastructure that enables the seamless- payment of dividends and interest, smooth management of tender offers and other corporate actions, and essential risk protection in an increasingly global environment. LIFE CYCLE OF A SECU RITY LIFE CYCLE OF A SECU RITY If trading volume between countries WHAT’S AN justifies it, CSDs are frequently linked INTERNATIONAL CSD? Central Securities Depositories electronically, and have accounts with There are currently two International The certificate stops here. each other, so that securities can be Central Securities Depositories (ICSDs), both moved electronically between them. In located in Europe: Clearstream Banking in most cases, payment for those securities Luxembourg and Euroclear Bank in Belgium. In the quest to attract capital and make shares that an issuing corporation offers is usually handled between the trading Initially created to accommodate the their economies more vibrant, most for sale in one or more countries in addi- firms’ settlement banks rather than expanding market in Eurobonds—bonds countries with active capital markets tion to its home market. This approach through the CSD, though some CSDs issued in a different currency and sold in have central securities depositories allows the corporation, working with a are equipped to handle both transfer a different country than that of the issuer, (CSDs) to provide the custody and local depositary bank, to raise capital in and payment. -
Risk Disclosures by Asset Class
Risk Disclosures by Asset Class Contents Alternative ............................................................................................... 3 Bank Loans .............................................................................................. 3 Commodities ............................................................................................ 3 Emerging Markets .................................................................................... 3 Emerging Markets Bonds .......................................................................... 4 Europe Stock ............................................................................................ 4 Fixed Income - Fixed Income ................................................................... 5 Fixed Income - Short Term Bond .............................................................. 5 Foreign..................................................................................................... 6 Foreign Large Blend ................................................................................. 6 Foreign Large Growth ............................................................................... 6 Foreign Large Value ................................................................................. 7 Foreign Small/Mid Blend .......................................................................... 7 Hedge Fund of Funds ................................................................................ 7 High Yield................................................................................................ -
Glossary of Bond Terms
Glossary of Bond Terms Accreted value- The current value of your zero-coupon municipal bond, taking into account interest that has been accumulating and automatically reinvested in the bond. Accrual bond- Often the last tranche in a CMO, the accrual bond or Z-tranche receives no cash payments for an extended period of time until the previous tranches are retired. While the other tranches are outstanding, the Z-tranche receives credit for periodic interest payments that increase its face value but are not paid out. When the other tranches are retired, the Z-tranche begins to receive cash payments that include both principal and continuing interest. Accrued interest- (1) The dollar amount of interest accrued on an issue, based on the stated interest rate on that issue, from its date to the date of delivery to the original purchaser. This is usually paid by the original purchaser to the issuer as part of the purchase price of the issue; (2) Interest deemed to be earned on a security but not yet paid to the investor. Active tranche- A CMO tranche that is currently paying principal payments to investors. Adjustable-rate mortgage (ARM)- A mortgage loan on which interest rates are adjusted at regular intervals according to predetermined criteria. An ARM's interest rate is tied to an objective, published interest rate index. Amortization- Liquidation of a debt through installment payments. Arbitrage- In the municipal market, the difference in interest earned on funds borrowed at a lower tax-exempt rate and interest on funds that are invested at a higher-yielding taxable rate. -
Can Underwriters Profit from IPO Underpricing?
Footloose with Green Shoes: Can Underwriters Profit from IPO Underpricing? Patrick M. Corrigan† Why are green shoe options used in initial public offerings (IPOs)? And why do underwriters usually short sell an issuer’s stock in connection with its IPO? Are underwriters permitted to profit from these trading po- sitions? Scholars have long argued that underwriters use green shoe options together with short sales to facilitate price stabilizing activities, and that U.S. securities laws prohibit underwriters from using green shoe options to profit from IPO underpricing. This Article finds the conventional wisdom lacking. I find that underwriters may permissibly profit from IPO under- pricing by pairing purchases under a green shoe option with offshore short sales. I also find that underwriters may permissibly profit from IPO over- pricing by short selling the issuer’s stock in the initial distribution. The possession of a green shoe option and the ability to short sell IPOs effectively makes underwriters long a straddle at the IPO price. This posi- tion creates troubling incentivizes for underwriters to underprice or over- price IPOs, but not to price them accurately. This new principal trading theory for green shoe options and under- writer short sales provides novel explanations for systematic IPO mispric- ing, the explosive initial return variability during the internet bubble, and the observation of “laddering” in severely underpriced IPOs. This Article concludes by charting a new path for the regulatory scheme that applies to principal trading by underwriters in connection with securities offerings. Consistent with the purpose of preserving the integrity of securities markets, regulators should address the incentives of under- writers directly by prohibiting underwriters of an offering from enriching themselves through trading in the issuer’s securities.