Initial Public Offering Allocations, Price Support, and Secondary Investors
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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 -
Shares, Dividends, and Stock Splits
Shares, Dividends, and Stock Splits Authorized Shares – The total number of shares that a corporation can legally sell. Issued Shares – Shares that a corporation sold at any time in the past, even if some of were later reacquired. Treasury Shares – Shares that a corporation previously sold, later reacquired, and still holds. Outstanding Shares – Shares currently owned by investors. These are the only shares that pay dividends and give holders the right to vote for the board of directors. Example: The charter of November, Inc. authorizes the issuance of 125,000 shares of common stock. In total, the company has sold 48,000 shares over the years, but 10,000 were later bought back and are still held by the corporation. How many shares does the corporation have outstanding? 38,000 outstanding shares. This amount is calculated by subtracting the 10,000 shares of treasury stock from the 48,000 issued shares. Example: The charter of October, Inc. authorizes the issuance of 200,000 shares of common stock. In total, the company has sold 90,000 shares over the years, but 9,000 were later bought back and are still held by the corporation. How many shares does the corporation have outstanding? 81,000 outstanding shares. This amount is calculated by subtracting the 9,000 shares of treasury stock from the 90,000 issued shares. Copyright 2021 – Kei G. Gauthier, CPA, MSTax, Longmeadow, MA – All rights reserved. orchardguides.com Cash Dividend Prerequisites – Before a corporation can distribute a cash dividend, 1. the company must have retained earnings of at least as much as the dividend, 2. -
Secondary Market Trading Infrastructure of Government Securities
A Service of Leibniz-Informationszentrum econstor Wirtschaft Leibniz Information Centre Make Your Publications Visible. zbw for Economics Balogh, Csaba; Kóczán, Gergely Working Paper Secondary market trading infrastructure of government securities MNB Occasional Papers, No. 74 Provided in Cooperation with: Magyar Nemzeti Bank, The Central Bank of Hungary, Budapest Suggested Citation: Balogh, Csaba; Kóczán, Gergely (2009) : Secondary market trading infrastructure of government securities, MNB Occasional Papers, No. 74, Magyar Nemzeti Bank, Budapest This Version is available at: http://hdl.handle.net/10419/83554 Standard-Nutzungsbedingungen: Terms of use: Die Dokumente auf EconStor dürfen zu eigenen wissenschaftlichen Documents in EconStor may be saved and copied for your Zwecken und zum Privatgebrauch gespeichert und kopiert werden. personal and scholarly purposes. Sie dürfen die Dokumente nicht für öffentliche oder kommerzielle You are not to copy documents for public or commercial Zwecke vervielfältigen, öffentlich ausstellen, öffentlich zugänglich purposes, to exhibit the documents publicly, to make them machen, vertreiben oder anderweitig nutzen. publicly available on the internet, or to distribute or otherwise use the documents in public. Sofern die Verfasser die Dokumente unter Open-Content-Lizenzen (insbesondere CC-Lizenzen) zur Verfügung gestellt haben sollten, If the documents have been made available under an Open gelten abweichend von diesen Nutzungsbedingungen die in der dort Content Licence (especially Creative Commons Licences), you genannten Lizenz gewährten Nutzungsrechte. may exercise further usage rights as specified in the indicated licence. www.econstor.eu MNB Occasional Papers 74. 2009 CSABA BALOGH–GERGELY KÓCZÁN Secondary market trading infrastructure of government securities Secondary market trading infrastructure of government securities June 2009 The views expressed here are those of the authors and do not necessarily reflect the official view of the central bank of Hungary (Magyar Nemzeti Bank). -
Massive Delisting on the Prague Stock Exchange
CAN THE MARKET FIX A WRONG ADMINISTRATIVE DECISION? MASSIVE DELISTING ON THE PRAGUE STOCK EXCHANGE Zuzana Fungáčová CERGE-EI Charles University Center for Economic Research and Graduate Education Academy of Sciences of the Czech Republic Economics Institute WORKING PAPER SERIES (ISSN 1211-3298) Electronic Version 335 Working Paper Series 335 (ISSN 1211-3298) Can the Market Fix a Wrong Administrative Decision? Massive Delisting on the Prague Stock Exchange Zuzana Fungáčová CERGE-EI Prague, August 2007 ISBN 978-80-7343-134-1 (Univerzita Karlova. Centrum pro ekonomický výzkum a doktorské studium) ISBN 978-80-7344-123-4 (Národohospodářský ústav AV ČR, v.v.i.) Can the Market Fix a Wrong Administrative Decision? Massive Delisting on the Prague Stock Exchange Zuzana Fungáčová* CERGE-EI† Abstract This research contributes to the investigation of the emerging stock markets in transition economies, namely in the Czech Republic. We estimate the impact of the various determinants of shares delisting e.g. exclusion from public trading on the Prague Stock Exchange (PSE) during the period 1993 – 2004. Unlike its counterparts in Poland or Hungary, exceptionally large amounts of shares were delisted from the PSE. Using the data on listed and delisted companies we show that the pre-privatization and privatization characteristics of the companies were decisive for delisting. This further indicates that it would have been possible to prevent massive delisting if these factors had been taken into account when deciding which companies to place on the stock exchange for public trading. Moreover, therefore companies that were not suitable for public trading were also not suitable for voucher privatization. -
2018 ICI Fact Book
2018 Investment Company Fact Book A Review of Trends and Activities in the Investment Company Industry 58th edition www.icifactbook.org 2017 Facts at a Glance Total net assets of worldwide regulated open-end funds* $49.3 trillion United States $22.1 trillion Europe $17.7 trillion Asia-Pacific $6.5 trillion Rest of the world $2.9 trillion US-registered investment company total net assets $22.5 trillion Mutual funds $18.7 trillion Exchange-traded funds $3.4 trillion Closed-end funds $275 billion Unit investment trusts $85 billion US-registered investment companies’ share of: US corporate equity 31% US and foreign corporate bonds 20% US Treasury and government agency securities 13% US municipal securities 25% Commercial paper 25% US household ownership of US-registered investment companies Number of households owning funds 57.3 million Number of individuals owning funds 101.9 million Percentage of households owning funds 45.4% Median mutual fund assets of mutual fund–owning households $120,000 Median number of mutual funds owned among mutual fund–owning households 3 US retirement market Total retirement market assets $28.2 trillion Percentage of households with tax-advantaged retirement savings 61% IRA and DC plan assets invested in mutual funds $8.8 trillion * Regulated open-end funds include mutual funds, exchange-traded funds (ETFs), and institutional funds. Note: Components may not add to the total because of rounding. 2018 Investment Company Fact Book 2018 Investment Company Fact Book A Review of Trends and Activities in the Investment Company Industry 58th edition www.icifactbook.org The Investment Company Institute (ICI) is the leading association representing regulated funds globally, including mutual funds, exchange-traded funds (ETFs), closed-end funds, and unit investment trusts (UITs) in the United States, and similar funds offered to investors in jurisdictions worldwide. -
Secondary Market Trading and the Cost of New Debt Issuance
Secondary Market Trading and the Cost of New Debt Issuance Ryan L. Davis, David A. Maslar, and Brian S. Roseman* November 29, 2016 ABSTRACT We show that secondary market activity impacts the cost of issuing new debt in the primary market. Specifically, firms with existing illiquid debt have higher costs when issuing new debt. We also find that with the improvement in the price discovery process brought about by introduction of TRACE reporting, firms that became TRACE listed subsequently had a lower cost of debt. The results indicate that the secondary market functions of liquidity and price discovery are important to the primary market. The results offer important implications for regulators and managers who are in a position to impact secondary market liquidity and price discovery. The results are also important for understanding the connection between the secondary market and the real economy. *Ryan L. Davis is at The Collat School of Business, University of Alabama at Birmingham; David A. Maslar is at The Haslam College of Business, University of Tennessee; Brian S. Roseman is at The Mihaylo College of Business and Economics, California State University, Fullerton. Understanding how financial market activity impacts the real economy is one of the most important topics studied by financial economists. Since firms only raise capital in the primary market it is easy to conclude that trading in the secondary market does not directly affect firm activity. This potential disconnect leads some to view secondary markets as merely a sideshow to the real economy, an idea that has been debated in the academic literature since at least Bosworth (1975). -
Secondary Mortgage Market
8-6 Legal Considerations - Real Estate Contracts - Financing Basic Appraisal Principles Other Sources of Funds Pension Funds and Insurance Companies Pension funds and insurance companies have recently had such growth that they have been looking for new outlets for their investments. They manage huge sums of money, and traditionally have invested in ultra-conservative instruments, such as government bonds. However, the booming economy of the 1990s, and corresponding budget surpluses for the federal government, left a shortage of treasury securities for these companies to buy. They had to find other secure investments, such as mortgages, to invest their assets. The higher yields available with Mortgage Backed Securities were also a plus. The typical mortgage- backed security will carry an interest rate of 1.00% or more above a government security. Pension funds and insurance companies will also provide direct funding for larger commercial and development loans, but will rarely loan for individual home mortgages. Pension funds are regulated by the Employee Retirement Income Security Act (1974). Secondary Mortgage Market The secondary mortgage market buys and sells mortgages created in the primary mortgage market (the link to Wall Street). A valid mortgage is always assignable by the mortgagee, allowing assignment or sale of the rights in the mortgage to another. The mortgage company can sell the loan, the servicing, or both. If just the loan is sold without the servicing, the original lender will continue to collect payments, and the borrower will never know the loan was sold. If the lender sells the servicing, the company collecting the payments will change, but the terms of the loan will stay the same. -
Technological Revolutions and Speculative Finance: Evidence from the British Bicycle Mania
A Service of Leibniz-Informationszentrum econstor Wirtschaft Leibniz Information Centre Make Your Publications Visible. zbw for Economics Quinn, William Working Paper Technological revolutions and speculative finance: Evidence from the British Bicycle Mania QUCEH Working Paper Series, No. 2016-06 Provided in Cooperation with: Queen's University Centre for Economic History (QUCEH), Queen's University Belfast Suggested Citation: Quinn, William (2016) : Technological revolutions and speculative finance: Evidence from the British Bicycle Mania, QUCEH Working Paper Series, No. 2016-06, Queen's University Centre for Economic History (QUCEH), Belfast This Version is available at: http://hdl.handle.net/10419/148345 Standard-Nutzungsbedingungen: Terms of use: Die Dokumente auf EconStor dürfen zu eigenen wissenschaftlichen Documents in EconStor may be saved and copied for your Zwecken und zum Privatgebrauch gespeichert und kopiert werden. personal and scholarly purposes. Sie dürfen die Dokumente nicht für öffentliche oder kommerzielle You are not to copy documents for public or commercial Zwecke vervielfältigen, öffentlich ausstellen, öffentlich zugänglich purposes, to exhibit the documents publicly, to make them machen, vertreiben oder anderweitig nutzen. publicly available on the internet, or to distribute or otherwise use the documents in public. Sofern die Verfasser die Dokumente unter Open-Content-Lizenzen (insbesondere CC-Lizenzen) zur Verfügung gestellt haben sollten, If the documents have been made available under an Open gelten abweichend -
The Use of Efficient Market Hypothesis: Beyond SOX
Michigan Law Review Volume 105 Issue 8 2007 The Use of Efficient Market Hypothesis: Beyond SOX Dana M. Muir University of Michigan Cindy A. Schipani University of Michigan Follow this and additional works at: https://repository.law.umich.edu/mlr Part of the Business Organizations Law Commons, Law and Economics Commons, and the Retirement Security Law Commons Recommended Citation Dana M. Muir & Cindy A. Schipani, The Use of Efficient Market Hypothesis: Beyond SOX, 105 MICH. L. REV. 1941 (2007). Available at: https://repository.law.umich.edu/mlr/vol105/iss8/10 This Article is brought to you for free and open access by the Michigan Law Review at University of Michigan Law School Scholarship Repository. It has been accepted for inclusion in Michigan Law Review by an authorized editor of University of Michigan Law School Scholarship Repository. For more information, please contact [email protected]. THE USE OF EFFICIENT MARKET HYPOTHESIS: BEYOND SOX Dana M. Muir* Cindy A. Schipani** This Article focuses on the regulatory use offinance theory, particularly the efficient market hypothesis ("EMH"), in two areas where securities pricing is at issue: shareholder appraisal cases and the use of employer stock in benefit plans. Regarding shareholderappraisal cases, the Article finds that the Delaware courts seem to implicitly respect the principles of EMH when ascertaining the fair value of stock, but recognize that markets cannot operate efficiently if information is withheld. Regarding employer stock in benefit plans, it concentrates on the explicit adoption of EMH by the Department of Labor to exempt directed trustees from traditional duties of inquiry regarding the prudence of investment directions. -
Initial Public Offering Allocations
Initial Public Offering Allocations by Sturla Lyngnes Fjesme A dissertation submitted to BI Norwegian Business School for the degree of PhD PhD specialization: Financial Economics Series of Dissertations 9/2011 BI Norwegian Business School Sturla Lyngnes Fjesme Initial Public Offering Allocations © Sturla Lyngnes Fjesme 2011 Series of Dissertations 9/2011 ISBN: 978-82-8247-029-2 ISSN: 1502-2099 BI Norwegian Business School N-0442 Oslo Phone: +47 4641 0000 www.bi.no Printing: Nordberg Trykk The dissertation may be downloaded or ordered from our website www.bi.no/en/Research/Research-Publications/ Abstract Stock exchanges have rules on the minimum equity level and the minimum number of shareholders that are required to list publicly. Most private companies that want to list publicly must issue equity to be able to meet these minimum requirements. Most companies that list on the Oslo stock exchange (OSE) are restricted to selling shares in an IPO to a large group of dispersed investors or in a negotiated private placement to a small group of specialized investors. Initial equity offerings have high expected returns and this makes them very popular investments. Ritter (2003) and Jenkinson and Jones (2004) argue that there are three views on how shares are allocated in the IPO setting. First, is the academic view based on Benveniste and Spindt (1989). In this view investment banks allocate IPO shares to informed investors in return for true valuation and demand information. Informed investors are allocated shares because they help to price the issue. Second, is the pitchbook view where investment banks allocate shares to institutional investors that are likely to hold shares in the long run. -
ASX Announcement 2 October 2019
ASX Announcement 2 October 2019 ASX Code: SEA NASDAQ: SNDE Ground Floor, 28 Greenhill Road, Wayville, South Australia 5067 ACN 112 202 883 Telephone: +61 8 8274 2128 Facsimile: +61 8 8132 0766 www.sundanceenergy.com.au Sundance Energy Australia Limited ABN 76 112 202 883 Not for release to US wire services General Manager The Company Announcements Office Australian Securities Exchange SUNDANCE RE-DOMICILIATION: SCHEME BOOKLET REGISTERED WITH ASIC Sundance Energy Australia Limited (ASX: SEA) (NASDAQ: SNDE) (the “Company” or “Sundance”) is pleased to announce that the Australian Securities and Investments Commission (“ASIC”) has registered the Scheme Booklet in relation to the Company's proposed re-domiciliation from Australia to the United States via a Scheme of Arrangement (the “Scheme”), under which a newly formed US corporation (“Holdco”) will become the ultimate parent company of the Sundance group of companies following the implementation of the Scheme. A full copy of the Scheme Booklet is attached to this announcement. The Scheme Booklet includes the Notice of Scheme Meeting and an Independent Expert's Report prepared by KPMG Financial Advisory Services (Australia) Pty Ltd, which concludes that, in their opinion, the Scheme is in the best interests of Sundance shareholders. The Directors of Sundance continue to unanimously recommend that Sundance shareholders vote in favour of the Scheme and intend to vote Sundance shares in their control in favour of the Scheme, in the absence of a superior proposal and subject to an Independent Expert continuing to conclude that the Scheme is in the best interests of Sundance shareholders. Despatch of Scheme Booklet and proxy form A full copy of the Scheme Booklet, which includes the Notice of Scheme Meeting and the Independent Expert's Report, and proxy form will be sent to Sundance shareholders on or about 10 October 2019. -
CHAPTER 3: Stocks Did You Know? in the Short Term, Stock Prices Are Volatile
CHAPTER 3: Stocks Did You Know? In the short term, stock prices are volatile. But over time, the total return on stocks has historically exceeded that of any other class of assets. One dollar invested in stocks in 1802 would have grown to $8.8 million by 2003, in bonds to $16,064, in treasury bills to $4,575, and in gold to $19.75. Across the board, the average compound after-inflation rate of return on stocks during that period was 6.80% per year, a rate of return that has remained remarkably steady over time.3 What Is Stock? A share of stock is a piece of shared ownership in a business, whether it’s a small company with a private group of owners, or a public corporation, like Facebook or Nike, with millions of shares available for purchase. Suppose that a company has 10,000 issued shares and you own 1,000 of them. This would mean you own 10% of the company as a shareholder. Most people consider purchasing some type of stock as part of their long-term investment plans. In simple terms, investors make money by buying stock for one price and selling it for a higher price some time down the road. By selling their stock after it has increased in value, investors earn a capital gain. Another way to make money in stocks is when companies pay dividends, which are periodic payments made to shareholders, based on a portion of the company’s profits. Career Link Almost all careers in the financial services industry require strong mathematical skills.