Investor Presentation July 2021
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Geological Timeline
Geological Timeline In this pack you will find information and activities to help your class grasp the concept of geological time, just how old our planet is, and just how young we, as a species, are. Planet Earth is 4,600 million years old. We all know this is very old indeed, but big numbers like this are always difficult to get your head around. The activities in this pack will help your class to make visual representations of the age of the Earth to help them get to grips with the timescales involved. Important EvEnts In thE Earth’s hIstory 4600 mya (million years ago) – Planet Earth formed. Dust left over from the birth of the sun clumped together to form planet Earth. The other planets in our solar system were also formed in this way at about the same time. 4500 mya – Earth’s core and crust formed. Dense metals sank to the centre of the Earth and formed the core, while the outside layer cooled and solidified to form the Earth’s crust. 4400 mya – The Earth’s first oceans formed. Water vapour was released into the Earth’s atmosphere by volcanism. It then cooled, fell back down as rain, and formed the Earth’s first oceans. Some water may also have been brought to Earth by comets and asteroids. 3850 mya – The first life appeared on Earth. It was very simple single-celled organisms. Exactly how life first arose is a mystery. 1500 mya – Oxygen began to accumulate in the Earth’s atmosphere. Oxygen is made by cyanobacteria (blue-green algae) as a product of photosynthesis. -
ESG Considerations for Securitized Fixed Income Notes
ESG Considerations for Securitized Fixed Neil Hohmann, PhD Managing Director Income Notes Head of Structured Products BBH Investment Management [email protected] +1.212.493.8017 Executive Summary Securitized assets make up over a quarter of the U.S. corporations since 2010, we find median price declines fixed income markets,1 yet assessments of environmental, for equity of those companies of -16%, and -3% median social, and governance (ESG) risks related to this sizable declines for their corporate bonds.3 Yet, the median price segment of the bond market are notably lacking. decline for securitized notes during these periods is 0% – securitized notes are as likely to climb in price as they are The purpose of this study is to bring securitized notes to fall in price, through these incidents. This should not be squarely into the realm of responsible investing through the surprising – securitizations are designed to insulate inves- development of a specialized ESG evaluation framework tors from corporate distress. They have a senior security for securitizations. To date, securitization has been notably interest in collateral, ring-fenced legal structures and absent from responsible investing discussions, probably further structural protections – all of which limit their owing to the variety of securitization types, their structural linkage to the originating company. However, we find that complexities and limited knowledge of the sector. Manag- a few securitization asset types, including whole business ers seem to either exclude securitizations from ESG securitizations and RMBS, can still bear substantial ESG assessment or lump them into their corporate exposures. risk. A specialized framework for securitizations is needed. -
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 -
Merchants and the Origins of Capitalism
Merchants and the Origins of Capitalism Sophus A. Reinert Robert Fredona Working Paper 18-021 Merchants and the Origins of Capitalism Sophus A. Reinert Harvard Business School Robert Fredona Harvard Business School Working Paper 18-021 Copyright © 2017 by Sophus A. Reinert and Robert Fredona Working papers are in draft form. This working paper is distributed for purposes of comment and discussion only. It may not be reproduced without permission of the copyright holder. Copies of working papers are available from the author. Merchants and the Origins of Capitalism Sophus A. Reinert and Robert Fredona ABSTRACT: N.S.B. Gras, the father of Business History in the United States, argued that the era of mercantile capitalism was defined by the figure of the “sedentary merchant,” who managed his business from home, using correspondence and intermediaries, in contrast to the earlier “traveling merchant,” who accompanied his own goods to trade fairs. Taking this concept as its point of departure, this essay focuses on the predominantly Italian merchants who controlled the long‐distance East‐West trade of the Mediterranean during the Middle Ages and Renaissance. Until the opening of the Atlantic trade, the Mediterranean was Europe’s most important commercial zone and its trade enriched European civilization and its merchants developed the most important premodern mercantile innovations, from maritime insurance contracts and partnership agreements to the bill of exchange and double‐entry bookkeeping. Emerging from literate and numerate cultures, these merchants left behind an abundance of records that allows us to understand how their companies, especially the largest of them, were organized and managed. -
A Fidelity Investments Webinar Series: Basics of Stock Investing
A Fidelity Investments Webinar Series: Basics of Stock Investing Fidelity Brokerage Services, Member NYSE, SIPC, 900 Salem Street, Smithfield, RI 02917. © 2016 FMR LLC. All rights reserved. 734380.2.0 1 Agenda • Reasons for stock investing • Getting started • Research stocks • Analyze stocks • Buy Stocks • Monitor stocks • Resources 2 Reasons for Stock Investing • Why do you invest in stocks? – Create or grow your portfolio – Increase income 3 Getting Started with Stock Investing - Make a list Research – make a list of stocks to consider Analyze – narrow down your list Buy – place your trades Monitor – track performance and news to determine next steps 4 Stock Investing To Do List What to consider … – Timeframe – what timeframe are you looking to invest in stocks? – Investment – how much money do you want to put towards this strategy? – Exit Strategy – what is your plan if the stocks performs well or badly? 5 What are the different stock types? Equity Share Classes Common Stock • Represents ownership in a company and a claim (dividends) portion of the profits; investors get one vote per share to elect board members. Preferred Stock • Represents a class of ownership in a company that has a higher claim on the assets compared to common stock; has a dividend that must be paid out prior to common stockholders; these shares do not have voting rights. 6 Research Stocks Using Fidelity.com Research Analyze Buy • Where to start? Monitor – Determine proper research tools and information to help identify stocks • What tools to use? – Read Fidelity Viewpoints articles – Read Fidelity White papers – Review quarterly market updates – Use the Stock Screener • Where can I learn more? – View the Getting Started with the Stock Screener video from the Fidelity Learning Center Screenshots are for illustrative purposes only. -
Preparing a Venture Capital Term Sheet
Preparing a Venture Capital Term Sheet Prepared By: DB1/ 78451891.1 © Morgan, Lewis & Bockius LLP TABLE OF CONTENTS Page I. Purpose of the Term Sheet................................................................................................. 3 II. Ensuring that the Term Sheet is Non-Binding................................................................... 3 III. Terms that Impact Economics ........................................................................................... 4 A. Type of Securities .................................................................................................. 4 B. Warrants................................................................................................................. 5 C. Amount of Investment and Capitalization ............................................................. 5 D. Price Per Share....................................................................................................... 5 E. Dividends ............................................................................................................... 6 F. Rights Upon Liquidation........................................................................................ 7 G. Redemption or Repurchase Rights......................................................................... 8 H. Reimbursement of Investor Expenses.................................................................... 8 I. Vesting of Founder Shares..................................................................................... 8 J. Employee -
Markets Not Capitalism Explores the Gap Between Radically Freed Markets and the Capitalist-Controlled Markets That Prevail Today
individualist anarchism against bosses, inequality, corporate power, and structural poverty Edited by Gary Chartier & Charles W. Johnson Individualist anarchists believe in mutual exchange, not economic privilege. They believe in freed markets, not capitalism. They defend a distinctive response to the challenges of ending global capitalism and achieving social justice: eliminate the political privileges that prop up capitalists. Massive concentrations of wealth, rigid economic hierarchies, and unsustainable modes of production are not the results of the market form, but of markets deformed and rigged by a network of state-secured controls and privileges to the business class. Markets Not Capitalism explores the gap between radically freed markets and the capitalist-controlled markets that prevail today. It explains how liberating market exchange from state capitalist privilege can abolish structural poverty, help working people take control over the conditions of their labor, and redistribute wealth and social power. Featuring discussions of socialism, capitalism, markets, ownership, labor struggle, grassroots privatization, intellectual property, health care, racism, sexism, and environmental issues, this unique collection brings together classic essays by Cleyre, and such contemporary innovators as Kevin Carson and Roderick Long. It introduces an eye-opening approach to radical social thought, rooted equally in libertarian socialism and market anarchism. “We on the left need a good shake to get us thinking, and these arguments for market anarchism do the job in lively and thoughtful fashion.” – Alexander Cockburn, editor and publisher, Counterpunch “Anarchy is not chaos; nor is it violence. This rich and provocative gathering of essays by anarchists past and present imagines society unburdened by state, markets un-warped by capitalism. -
489.108 Name. 1. the Name of a Limited Liability Company Must Contain the Words “Limited Liability Company” Or “Limited Company” Or the Abbreviation “L
1 REVISED UNIFORM LIMITED LIABILITY COMPANY ACT, §489.108 489.108 Name. 1. The name of a limited liability company must contain the words “limited liability company” or “limited company” or the abbreviation “L. L. C.”, “LLC”, “L. C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”. 2. Unless authorized by subsection 3, the name of a limited liability company must be distinguishable in the records of the secretary of state from all of the following: a. The name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this state. b. Each name reserved under section 489.109. 3. A limited liability company may apply to the secretary of state for authorization to use a name that does not comply with subsection 2. The secretary of state shall authorize use of the name applied for if either of the following applies: a. The present user, registrant, or owner of the noncomplying name consents in a signed record to the use and submits an undertaking in a form satisfactory to the secretary of state to change the noncomplying name to a name that complies with subsection 2 and is distinguishable in the records of the secretary of state from the name applied for. b. The applicant delivers to the secretary of state a certified copy of the final judgment of a court establishing the applicant’s right to use in this state the name applied for. 4. A limited liability company may use the name, including the fictitious name, of another entity that is used in this state if the other entity is formed under the law of this state or is authorized to transact business in this state and the proposed user limited liability company meets any of the following conditions: a. -
Investor Agreement and Disclosure Handbook
Investor Agreement and Disclosure Handbook This document is intended to provide you, the investor, with important information regarding your agreement to terms and policies established between you and the Lincoln Investment Companies, as well as those disclosures required to be delivered by our regulatory authorities. Please read this information carefully as it pertains to your current investments, and may also be relevant to future investments. Retain this document for your records. If you have any questions regarding the information found within this document, please contact your financial professional. Information contained in this guide supersedes prior disclosures or Handbooks you may have received. CONTENTS TERMS AND CONDITIONS PRE-DISPUTE ARBITRATION AGREEMENTS ....................................................................................................................................... I CUSTOMERS OF FINANCIAL INSTITUTIONS ..................................................................................................................................... II NATURE OF THE RELATIONSHIP ....................................................................................................................................................... III CONSENT TO ELECTRONIC DELIVERY ............................................................................................................................................. IV ERROR NOTIFICATION & CORRECTION POLICY .............................................................................................................................. -
Frequently Asked Questions About the 20% Rule and Non-Registered Securities Offerings
FREQUENTLY ASKED QUESTIONS ABOUT THE 20% RULE AND NON-REGISTERED SECURITIES OFFERINGS issuance, equals or exceeds 20% of the voting power understanding the 20% Rule outstanding before the issuance of such stock; or (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess What is the 20% rule? of 20% of the number of shares of common stock The “20% rule,” as it is often referred to, is a corporate outstanding before the transaction. “Voting power governance requirement applicable to companies listed outstanding” refers to the aggregate number of on nasdaq, the nYSe or the nYSe American LLC votes that may be cast by holders of those securities (“nYSe American”) (collectively, the “exchanges”). outstanding that entitle the holders thereof to vote each exchange has specific requirements applicable generally on all matters submitted to the issuer’s to listed companies to receive shareholder approval securityholders for a vote. before they can issue 20% or more of their outstanding common stock or voting power in a “private offering.” However, under nYSe Rule 312.03(c), the situations The exchanges also require shareholder approval in in which shareholder approval will not be required connection with certain other transactions. Generally: include: (1) any public offering for cash, or (2) any issuance involving a “bona fide private financing,1” if • Nasdaq Rule 5635(d) requires shareholder approval such private financing involves a sale of: (a) common for transactions, other than “public offerings,” -
And Liquidity-Related Variation in the Correlations and Mean Returns Across Stocks and T-Bonds
Flight-to-Quality- and Liquidity-Related Variation in the Correlations and Mean Returns across Stocks and T-Bonds1 Naresh Bansal,a Robert Connolly,b and Chris Stiversc a John Cook School of Business Saint Louis University b Kenan-Flagler Business School University of North Carolina at Chapel Hill c Terry College of Business University of Georgia This version: December 19, 2007 1We thank Tyler Henry, Lubos Pastor, Robert Savickas, Cheick Samake, John Scruggs, Jahangir Sultan, and seminar participants at the University of Georgia, the 2007 Financial Management Association meeting, the 2007 Washington Area Finance Conference, and the 2007 Southern Finance Association meeting for helpful comments. Please address comments to Naresh Bansal (e-mail: [email protected]; phone: (314) 977-7204; Robert Connolly (email: Robert [email protected]; phone: (919) 962-0053); or to Chris Stivers (e-mail: [email protected]; phone: (706) 542-3648). Flight-to-Quality- and Liquidity-Related Variation in the Correlations and Mean Returns across Stocks and T-Bonds Abstract Over the crisis-rich 1997 to 2005 period, we document new time-series and cross-sectional evidence which suggests a sizable flight-to-quality- and liquidity-related variation in the correla- tions and mean returns across stocks and T-Bonds. Our collective results support the premise of a \searching" in the relative valuation of stocks and bonds during times of market stress. First, higher levels of stock implied volatility (IV) and stock illiquidity and higher time-series variability in stock IV are associated with both: (1) a much lower correlation in the subsequent returns of stock and T-bond returns, and (2) much greater time-series variability in the subsequent stock IV and illiquidity values. -
Investor Capitalism?
University of Michigan Journal of Law Reform Volume 22 1988 Beyond Managerialism: Investor Capitalism? Alfred F. Conard University of Michigan Law School Follow this and additional works at: https://repository.law.umich.edu/mjlr Part of the Business Organizations Law Commons, and the Securities Law Commons Recommended Citation Alfred F. Conard, Beyond Managerialism: Investor Capitalism?, 22 U. MICH. J. L. REFORM 117 (1988). Available at: https://repository.law.umich.edu/mjlr/vol22/iss1/5 This Symposium Article is brought to you for free and open access by the University of Michigan Journal of Law Reform at University of Michigan Law School Scholarship Repository. It has been accepted for inclusion in University of Michigan Journal of Law Reform by an authorized editor of University of Michigan Law School Scholarship Repository. For more information, please contact [email protected]. BEYOND MANAGERIALISM: INVESTOR CAPITALISM? Alfred F. Conard* Table of Contents Introduction ...................................... 118 I. The Rise and the Flaw of Managerialism ....... 120 A . T he Rise ................................ 120 B . T he Flaw ................................ 122 C. Patches on the Flaw ...................... 126 1. Shareholder derivative suits ............ 126 2. Shareholder democracy ................ 127 3. Independent directors ................. 128 4. Specific prohibitions ................... 130 II. The Investorial Alternative .................... 131 A. The Institutional Eruption ................ 131 B. The Concept of Investor Capitalism ........ 135 C. The New and the Old in Investor Capitalism 136 III. The Motivation of Institutional Investors ....... 139 A. The Players in Investor Capitalism ......... 140 1. Fund managers ....................... 140 2. Fund sponsors ........................ 141 3. Portfolio managers .................... 142 4. Investor services ...................... 143 B. The W all Street Rule ..................... 144 C. The "Collective Good" Dilemma ..........