A Iou Is Considered a Bond Type Security
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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 -
Convertible Bond Investing Brochure (PDF)
Convertible bond investing Invesco’s Convertible Securities Strategy 1 Introduction to convertible bonds A primer Convertible securities provide investors the opportunity to participate in the upside of stock markets while also offering potential downside protection. Because convertibles possess both stock- and bond-like attributes, they may be particularly useful in minimizing risk in a portfolio. The following is an introduction to convertibles, how they exhibit characteristics of both stocks and bonds, and where convertibles may fit in a diversified portfolio. Reasons for investing in convertibles Through their combination of stock and bond characteristics, convertibles may offer the following potential advantages over traditional stock and bond instruments: • Yield advantage over stocks • More exposure to market gains than market losses • Historically attractive risk-adjusted returns • Better risk-return profile • Lower interest rate risk Introduction to convertibles A convertible bond is a corporate bond that has the added feature of being convertible into a fixed number of shares of common stock. As a hybrid security, convertibles have the potential to offer equity-like returns due to their stock component with potentially less volatility due to their bond-like features. Convertibles are also higher in the capital structure than common stock, which means that companies must fulfill their obligations to convertible bondholders before stockholders. It is important to note that convertibles are subject to interest rate and credit risks that are applicable to traditional bonds. Simplified convertible structure Bond Call option Convertible Source: BofA Merrill Lynch Convertible Research. The bond feature of these securities comes from their stated interest rate and claim to principal. -
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. -
Derivative Securities
2. DERIVATIVE SECURITIES Objectives: After reading this chapter, you will 1. Understand the reason for trading options. 2. Know the basic terminology of options. 2.1 Derivative Securities A derivative security is a financial instrument whose value depends upon the value of another asset. The main types of derivatives are futures, forwards, options, and swaps. An example of a derivative security is a convertible bond. Such a bond, at the discretion of the bondholder, may be converted into a fixed number of shares of the stock of the issuing corporation. The value of a convertible bond depends upon the value of the underlying stock, and thus, it is a derivative security. An investor would like to buy such a bond because he can make money if the stock market rises. The stock price, and hence the bond value, will rise. If the stock market falls, he can still make money by earning interest on the convertible bond. Another derivative security is a forward contract. Suppose you have decided to buy an ounce of gold for investment purposes. The price of gold for immediate delivery is, say, $345 an ounce. You would like to hold this gold for a year and then sell it at the prevailing rates. One possibility is to pay $345 to a seller and get immediate physical possession of the gold, hold it for a year, and then sell it. If the price of gold a year from now is $370 an ounce, you have clearly made a profit of $25. That is not the only way to invest in gold. -
How Municipal Bonds Are Sold in a Public Offering JUNE 2020
UNDERSTANDING MUNICIPAL BONDS How Municipal Bonds Are Sold in a Public Offering JUNE 2020 anonymous to all underwriters, each underwriter can see the Municpal Bonds–Method of Sale ranking of its own bid relative to competing bids. Therefore, the Many of us are familiar with municipal bonds, either as an issuer, underwriter with the second best bid knows that it ranks second an investor, or, for a much smaller number of us, a participant and can continuously submit better bids until it holds the top in the municipal bond industry. Generally speaking, the idea is position. This bid competition continues until the predetermined simple. A unit of government needs to borrow money for any timeframe for the auction expires, unless there is a new top- number of public purposes, and investors have the capital to ranked bid within the last two minutes of the auction, in which lend to these governments in exchange for a rate of return. What case the auction is extended for another two minutes. Eventually, is far less familiar to many is an understanding of the intricacies the underwriter that submits the bid with the lowest TIC for a full of the municipal bond market. As a result, PMA’s Public Finance two minutes will be the winning bidder. See below for a sample group has created the “Understanding Municipal Bonds” series bid summary in an open-auction competitive sale. to help educate our issuer clients on nuanced aspects of the Sample Bid Summary–Open Auction bond market. In this edition, we provide insight on the method of sale options available to issuers when selling their bonds in the primary market (i.e., a public offering of municipal securities). -
What Are High-Yield Corporate Bonds?
INVESTOR BULLETIN What Are High-yield Corporate Bonds? The SEC’s Office of Investor Education and Advocacy is a high-yield bond, it is important that you understand issuing this Investor Bulletin to educate individual investors the risks involved. about high-yield corporate bonds, also called “junk bonds.” While they generally offer a higher yield than investment-grade Default risk. Also referred to as credit risk, this is the bonds, high-yield bonds also carry a higher risk of default. risk that a company will fail to make timely interest or principal payments and default on its bond. Defaults also What is a high-yield corporate bond? can occur if the company fails to meet certain terms of its A high-yield corporate bond is a type of corporate bond debt agreement. Because high-yield bonds are typically that offers a higher rate of interest because of its higher issued by companies with higher risks of default, this risk risk of default. When companies with a greater estimated is particularly important to consider when investing in default risk issue bonds, they may be unable to obtain high-yield bonds. an investment-grade bond credit rating. As a result, they Interest rate risk. typically issue bonds with higher interest rates in order to Market interest rates have a major entice investors and compensate them for this higher risk. impact on bond investments. The price of a bond moves in the opposite direction than market interest rates—like High-yield bond issuers may be companies characterized opposing ends of a seesaw. This presents investors with as highly leveraged or those experiencing financial interest rate risk, which is common to all bonds. -
Read the Full Paper
volume 47 number 3 FEBRUARY 2021 jpm.pm-research.com The Stock-Bond Correlation Megan Czasonis, Mark Kritzman, and David Turkington Megan Czasonis Megan Czasonis is a Managing Director for the Portfolio and Risk Research team at State Street Associates. The Portfolio and Risk Research team collaborates with academic partners to develop new research on asset allocation, risk management, and investment strategy. The team delivers this research to institutional investors through indicators, advisory projects, and thought leadership pieces. Megan has co-authored various journal permission. articles and works closely with institutional investors to develop customized solutions based on this research. Megan graduated Summa Cum Laude from Bentley University Publisher with a B.S. in Economics / Finance. without Mark Kritzman Mark Kritzman is a Founding Partner and CEO of Windham Capital Management, a electronically Founding Partner of State Street Associates, and teaches a graduate finance course post at the Massachusetts Institute of Technology. Mark served as a Founding Director of to the International Securities Exchange and has served on several Boards, including the or Institute for Quantitative Research in Finance, The Investment Fund for Foundations, and user, State Street Associates. He has written numerous articles for academic and professional journals and is the author / co-author of seven books including A Practitioner’s Guide to Asset Allocation, Puzzles of Finance, and The Portable Financial Analyst. Mark won Graham unauthorized and Dodd Scrolls in 1993 and 2002, the Research Prize from the Institute for Quantitative an Investment Research in 1997, the Bernstein Fabozzi/Jacobs Levy Award nine times, the to Roger F. -
Bond Issuance Process Overview
BOND ISSUANCE PROCESS OVERVIEW Adams 12 Five Star Schools November 2016 AND CONFIDENTIAL STRICTLY PRIVATE STRICTLY CONFIDENTIAL This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s affiliates, the “Client”) in order to assist the Client in evaluating, on a preliminary basis, the feasibility of possible transactions referenced herein. The materials have been provided to the Client for informational purposes only and may not be relied upon by the Client in evaluating the merits of pursuing transactions described herein. No assurance can be given that any transaction mentioned herein could in fact be executed. Information has been obtained from sources believed to be reliable but J.P. Morgan does not warrant its completeness or accuracy. Opinions and estimates constitute our judgment as of the date of this material and are subject to change without notice. Past performance is not indicative of future results. Any financial products discussed may fluctuate in price or value. This presentation does not constitute a commitment by any J.P. Morgan entity to underwrite, subscribe for or place any securities or to extend or arrange credit or to provide any other services. J.P. Morgan's presentation is delivered to you for the purpose of being engaged as an underwriter, not as an advisor, (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act)) . The role of an underwriter and its relationship to an issuer of debt is not equivalent to the role of an independent financial advisor. -
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. -
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.