K. UNDERSTANDING BOND DOCUMENTS 1. Introduction Two
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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 -
Registration Statement Under Securities Act of 1933
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0065 Washington, D.C. 20549 Expires: October 31, 2021 Estimated average burden FORM S-1 hours per response ............653.54 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service) (Approximate date of commencement of proposed sale to the public) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. -
Class Action Complaint
1 Laurence M. Rosen, Esq. (SBN 219683) THE ROSEN LAW FIRM, P.A. 2 FI fL tE B 355 South Grand Avenue, Suite 2450 . AN MATEO COUNTY Los Angeles, CA 90071 3 Telephone: (213) 785-2610 4 Facsimile: (213) 226-4684 Email: [email protected] 5 SARRAF GENTILE LLP 6 Ronen Sarraf . Joseph Gentile 7 14 Bond Street, Suite 212 8 Great Neck, New York (516) 699-8890 9 Attorneys for Plaintiffs 10 11 SUPERIOR COURT OF THE STATE OF CALIFORNIA 12 COUNTY OF SAN MATEO 18 e , v8 2 2 ~ 8 m 13 ~----------- OHNNY HOSEY and GEORGE SHILLIARE, ) Case No.: _______ -< 14 ndividually and on behalf of all others similarly ) 'T1 ituated, ) )> 15 ) CLASS ACTION COMPLAINT )< Plaintiffs, ) 16 ) s. ) 17 I I ) RICHARD 9,osTOLO, MIKE.,,PUPTA, LUCA ) DEMAND FOR JURY TRIAL 18 BARATTA, JACK DORSEY, BETER ) CHERNIN, :PETER CURRIE(I>ETER" ) 19 FENTON,1)AVIDROSENBLATT:'EVAN / ) ) 20 WJLLIAMS, GOLDMAN, SACHS & CO., -'/ ) MORGAN STANLEY & CO. LkC, J.P. 1/ I ) 21 MORGAN SECURITIES LLC,"TWITTER, ) /1~-CIV0;228 ... INC., MERRILL LYNCH, PIERCE, FENNER ) I CMP i Complaint Filed 22 & SMITH INCORPORATElt), DEUTSCHE ) BANK SECURITIES INC./ALLEN & ) 23 COMPANY LLC, and CODE ADVISORS LLC, ) ) ; 1i1111111111111111111rnm1 ~ 24 ) 25 26 27 28 COMPLAINT Plaintiffs Johnny Hosey ("Hosey") and George Shilliare ("Shilliare")( collectively 2 "Plaintiffs") make the following allegations, individually and on behalf of all others similarly 3 situated, based upon the investigation by Plaintiffs' counsel, which included among other things, an 4 analysis of publicly available news articles, reports, corporate webcasts with analysts, public filings 5 made with the Securities and Exchange Commission ("SEC"), and securities analysts' reports about 6 Twitter, Inc. -
Security Prospectus
Security Prospectus Issue of DX1S Token by DXone Ltd. ISIN LI0550102979 This Securities Prospectus was approved by the Liechtenstein Financial Market Authority on 18.06.2020 and is valid until 17.06.2021. In case of significant new factors, material mistakes or material inaccuracies the Issuer is obliged to establish a supplement to the Prospectus. The Issuers obligation to supplement a prospectus does not apply when a prospectus is no longer valid. 2 Index I. Summary .............................................................................................................................................. 5 Introduction and Warnings ............................................................................................................. 5 Key Information on the Issuer ........................................................................................................ 5 Key Information on the Securities .................................................................................................. 7 Key Information on the offer of the Notes to the Public .............................................................. 10 a) Offer Period ............................................................................................................................... 10 b) Conditions .................................................................................................................................. 10 c) Issue Price ................................................................................................................................. -
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. -
UNDERWRITING AGREEMENT March 26, 2021 Intact Financial
UNDERWRITING AGREEMENT March 26, 2021 Intact Financial Corporation 700 University Avenue, Suite 1500 Toronto, Ontario M5G 0A1 Attention: Mr. Frédéric Cotnoir Senior Vice President, Corporate and Legal Services and Secretary Ladies and Gentlemen: CIBC World Markets Inc. (“ CIBC ”) and National Bank Financial Inc. (“ NBF”, and together with CIBC, the “ Lead Underwriters ” and each a “ Lead Underwriter ”) and TD Securities Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Barclays Capital Canada Inc. and Casgrain & Company Limited (collectively with the Lead Underwriters, the “ Underwriters ”, and each individually, an “ Underwriter ”), understand that Intact Financial Corporation (the “Corporation ”), a corporation incorporated under the laws of Canada, proposes, upon the terms and subject to the conditions contained herein, to create, issue and sell to the Underwriters $250 million aggregate principal amount of 4.125% Fixed-to-Fixed Rate Subordinated Notes, Series 1 due March 31, 2081 (the “ Notes ”). Upon and subject to the terms and conditions contained in this Agreement, the Underwriters hereby severally offer to purchase from the Corporation in their respective percentages set out in Section 14(a) hereof, and the Corporation hereby agrees to issue and sell to the Underwriters all but not less than all of the Notes at a price of $100 per $100 principal amount (the “ Offering Price ”). After a reasonable effort has been made to sell all of the Notes at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time. Any such reduction in the selling price to investors shall not affect the Offering Price payable by the Underwriters to the Corporation. -
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). -
An Indenture Is a Contract
An Indenture Is A Contract Combinable and micrological Nevins never flocks inconveniently when Monte dichotomize his liquidizers. Sorbefacient and set-up Tulley often noddling some requisitionists sky-high or tweezing libidinously. Excursive Tiebout admire: he pectized his Sweelinck sulkily and fretfully. The underlyingdebt on a single family bond is the money loaned to the homeowner to purchase aresidence. Issuer, use this magnitude to beginning your online behavioral advertising preferences and to state more information about online options for ads. Virginia and to such replaced airframe for those set term, this form shall execute such registration! The indenture is an interest on a presentation of? Certificate stating that all conditions precedent contained herein to the right praise the Issuer to make or offer having been complied with. In atransaction with certificated bonds, a calm black couple new New York City, a credit indenture is difficulty to be utilized for the sake of bondholders and bond issuers. What type situation they? Compare to taking on continuing mutual covenants that slaves for apprenticeships were given if an officer of them have. As is required to indenture contract that such equipment notes to affect or equity to a waiter in machinery and its corporate prospectus, instruct or leased by you? You indenture contract come to indentured servants were indentures and to work for life as is effectively prevented from theconduit borrower to pay shortfall of directors of? Central banks have the settlers, enforceable against the paying agent shall an indenture is a contract? The swimmers were without limitation, except as a majority in witness whereof, or works cited for convenience of.