DOCSLIB.ORG

Everything You Always Wanted to Know About Ipos* but Were Afraid to Ask Joseph E

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Everything You Always Wanted to Know About Ipos* but Were Afraid to Ask Joseph E New England Journal of Entrepreneurship Volume 8 | Number 1 Article 10 2005 Everything You Always Wanted to Know about IPOs* But Were Afraid to Ask Joseph E. Levangie Ardour Capital, LLC Follow this and additional works at: https://digitalcommons.sacredheart.edu/neje Part of the Entrepreneurial and Small Business Operations Commons, and the Strategic Management Policy Commons Recommended Citation Levangie, Joseph E. (2005) "Everything You Always Wanted to Know about IPOs* But Were Afraid to Ask," New England Journal of Entrepreneurship: Vol. 8 : No. 1 , Article 10. Available at: https://digitalcommons.sacredheart.edu/neje/vol8/iss1/10 This From the Practitioner's Corner is brought to you for free and open access by the Jack Welch College of Business at DigitalCommons@SHU. It has been accepted for inclusion in New England Journal of Entrepreneurship by an authorized editor of DigitalCommons@SHU. For more information, please contact [email protected], [email protected]. Levangie: Everything You Always Wanted to Know about IPOs* But Were Afraid From the Practitioner’s Corner Everything You Always Wanted to Know about IPOs* *But Were Afraid to Ask Joseph E. Levangie any entrepreneurs want to reach high to the most should marvel at the catalytic effect that his miniscule heavens to achieve unlimited success.These hard- IPO had on his ensuing business dealings. This Ling case M working, often underappreciated, venturers often study undoubtedly planted the seeds for my interest in IPOs. crave fame and fortune as they strive to create their per- Continuing to be held hostage to reminiscences of my sonal business legacy. One strategic path many have wan- youth, I then hit upon a second trigger. I recalled the name dered down is that of the Initial Public Offering (IPO), David Reuben. In the arena of self-help literature, his 1972 whereby shares of the company are sold to the public. The book—titled remarkably similar to this article’s, substituting IPO has many strong attractions. Large amounts of capital “sex” for “IPO”—sought to represent for sexual education can be brought into the company.The company’s stock can what Dr. Spock’s books were for baby care. Addressing a be used as currency to acquire other companies. Early broad and complicated (?) subject area, Reuben employed a investors realize a good ROI. Employees can perceive real Q&A format to transition from topic to topic. If I can borrow value in their stock options. Customers, banks, vendors, from his book’s title, then adapting his formatting style can- and other stakeholders pay more respect to the company.Is not be that much more egregious! Further, certain parallels this truly the entrepreneur’s nirvana? Or is it a case of “Be between sex and IPOs are evident. Both subjects involve a careful of what you wish for because it may really come degree of self-actualization, hard work, nurturing of relation- true?" Read on. ships,romancing,and performance.If successful,both can be fun and rewarding. Both endeavors can be undermined by deadly sins—lust and greed (it is left to the reader to deter- Entrepreneurial graybeards like myself are often asked,“How mine which sin relates to which topic!). do you really get an IPO done,from start to finish?”In my typ- Accordingly, with a series of posed-issues/practical- ically charming way, I grunt and say,“It’s far too complex to answers, and with illustrative real-world case examples, I will address casually in a few minutes!” While the response is apply my personal observations from more than a dozen IPO accurate, it is also unfulfilling to the questioner. Not totally experiences to address the following subtopics: insensitive to my obligation to share and mentor, I have grap- • Why would an entrepreneur/CEO pled with how to craft a satisfactory construct to address and The Big Turn On. consider an IPO? communicate important IPO issues. • What kind of issues must be consid- An initial trigger point occurred recently when I read the The Wooing Process. ered and relationships developed to reach an IPO go/no obituary (Martin 2004) of Jimmy Ling. Many middle-aged go decision? business aficionados will recall Ling as the once-dirt-poor • What’s involved in implement- Okie who took public his small electrical contracting firm in Planning the Big Event. ing a successful IPO? the 1950s and proceeded to buy first Temco Electronics and • How can the short-term Missiles Company and then Chance Vought, Inc., forming the The Honeymoon Period. euphoria of an effective IPO be translated into long- Ling-Temco-Vought Corporation. Known as LTV,the growing term success? conglomerate gobbled up companies in an acquisition fren- • How does the zy. I remember that as a first-year MBA student at a well- Interference from Pesky Third Parties. newly public company deal with all the regulators? known Eastern business school in the late 1960s, I attended • What challenges to the public a guest lecture where Ling explained how he bought Wilson Keeping It All Together. company present themselves over the years? & Company and immediately spun off or “redeployed the assets”of Wilson’s meat packing,sporting goods,and pharma- The Big Turn On ceutical operations.Tested critically by tenured professors of Why Does an Entrepreneur Consider an finance, this high school dropout scored debate points at every turn.The Q&A session was dynamic. His description of IPO? the Wilson deal as “meatballs, golf balls and goofballs” won The very mention of “IPO”connotes the big leagues.You can over the student body.Over a period of 14 years LTV grew to operate quietly as a “very nice” private company in a New become the 14th largest company in the United States. All England suburb, but if your firm is public, then your distant from a $738,000 IPO! While many may not recall Jimmy Ling, relatives and old classmates can read about you in the finan- EVERYTHING YOU ALWAYS WANTED TO KNOW ABOUT IPOS 75 Published by DigitalCommons@SHU, 2005 1 New England Journal of Entrepreneurship, Vol. 8 [2005], No. 1, Art. 10 cial pages.Your barber, priest, and kids may look at you with ty ruled and the IPO went forward.The company prospered renewed respect. Anticipation of this opportunity for self- beyond all expectations. The need for investor liquidity affirmation can be the psychological hook for the entrepre- arguably accelerated the company’s sales and profit growth neur to pursue an IPO. despite management’s early resistance. The practical hook is cash. If company cash is low, the Another wrinkle to the exit position is the curious phe- need for capital is high.As P.J. O’Rourke (2001) noted,“You nomenon that the very act of filing for an IPO can attract can’t put your Visa bill on your American Express card.”Just M&A bidders and enhance the company’s value. In just one before my first IPO, the company’s trades payables were at month last year (Hibbard 2004), the following M&A transac- 170 days. A vendor in the lobby opened his briefcase to tions occurred out of the IPO pipeline: show off a revolver (not a banking facility, but of the shoot- • AOL bought Advertising.com for $435 million, ing variety!) and all purchases were on a COD basis. The • Bob Evans Farms paid $182 million for Mimi’s Café, and bank was thoughtful enough to send out a “work out”guy to • Allied Capital bought Financial Pacific for $94 million. straighten out matters and baby-sit its $1.5 million loan.At 6- foot 4-inches, 280 pounds, Mr. Work-Out looked like and How about Noneconomic Considerations? growled like a nose tackle for the New England Patriots. He As Kermit the Frog says, “It isn’t easy being green.” strongly implied that he liked to hurt people recreationally. Sensitivity to issues of society and nature is obviously a wor- Post-IPO, of course, all these folks—now fully paid off— thy objective and represents a hot button for many “enlight- became our “best friends.”The IPO provided liquidity and ened” investors—as long as there are adequate economic short-term sanity. underpinnings. Consider Tom’s of Maine, which seems to Even if you have adequate cash to sustain operations, have mastered the art of balancing its idealistic values with there’s always an appetite for more cash. Virtually every the realities of mass-market retailing (Donahue 2004). From company has a robust wish list of investment opportunities selling toothpaste in mainstream stores 20 years ago,Tom’s and business development initiatives. Any CEO who sips now peddles more than 90 all-natural products through a from the entrepreneurial Kool-Aid cup seeks growth. full gamut of distribution channels, including health food Growth, however, is not a sure thing. Florian (2004) reports stores and big chains. With $40 million in revenues, Tom’s on a Bain & Company study that shows that of the 8,000 pays its employees a 15 percent premium over market and companies surveyed, only 9 percent had grown revenues contributes 10 percent of pretax profit to charity. It targets and profits during the past 10 years at a rate of more than the estimated 13 percent of the population that embraces 5.5 percent and earned their cost of capital. The abiding socially conscious values. If and when Tom’s opts for an hope is, however, that good ideas, good marketing and sales, IPO, it should have a reservoir of highly interested good execution and cash launch a successful growth initia- investors. tive. In the IPO prospectus, for example, investors examine Banham (2004) reports on the trend that more and more the Use of Proceeds section to see how the capital infusion firms are choosing to operate with a corporate scoreboard will be allocated and will contribute to the company’s that tracks not only economic, but also environmental and growth plan.
Load more

Recommended publications
  • 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
    [Show full text]
  • PPD Initial Public Offering
    OUTSOURCED PHARMACEUTICAL SERVICES SECTOR CASE STUDY PPD Initial Public Offering M&A Advisory | Growth Capital | Recapitalizations | Board Advisory | Strategic Evaluations May 2020 www.delanceystreetpartners.com 300 Barr Harbor Drive | Suite 420 | West Conshohocken | PA | 19428 PPD INITIAL PUBLIC OFFERING Transaction Overview PPD (NASDAQ: PPD) Stock Price Performance $34.00 On February 5, 2020, Pharmaceutical Product $33.00 2/11/20 Closing Price: $32.87 Development (PPD) announced it raised $1.86 billion in its $32.00 initial public offering (IPO) $31.00 The company announced it priced 60 million primary shares of its common stock at the top end of its targeted range or $27.00 per share $30.00 2/6/20 Opening Price: $30.99 ‒ The underwriters simultaneously exercised the greenshoe option, $29.00 offering an additional 9 million primary shares of PPD’s common stock $28.00 at the IPO price, resulting in total IPO shares and gross proceeds of 69 million and $1.86 billion, respectively $27.00 3/6/20 Closing Price: $28.60 ‒ Implied Enterprise Value of $13.1 billion $26.00 ‒ Implied Enterprise Value / LTM Adjusted EBITDA multiple of 16.9x $25.00 PPD used the net proceeds from the offering to redeem a portion of its 5-Mar 1-Mar 2-Mar 3-Mar 4-Mar 6-Mar 7-Feb 8-Feb 9-Feb senior notes that were due to retire in 2022 and will use any remaining 6-Feb 11-Feb 10-Feb 12-Feb 13-Feb 14-Feb 15-Feb 16-Feb 17-Feb 18-Feb 19-Feb 20-Feb 21-Feb 22-Feb 23-Feb 24-Feb 25-Feb 26-Feb 27-Feb 28-Feb 29-Feb proceeds for general corporate purposes On February 6th, shares
    [Show full text]
  • A Guide to Going
    AST Business Cycle Momentum Series A GUIDE TO GOING PUBLIC AST is a leading provider of ownership data management, analytics and advisory services to public and private companies as well as mutual funds. AST’s comprehensive product set includes transfer agency services, employee stock plan administration services, proxy solicitation and advisory services and bankruptcy claims administration services. Read AST’s Thought Leadership Series: To, Through and Beyond the IPO. Visit AST’s IPO Content Library (lp.astfinancial.com/ipo-content-library2.html)with a dozen helpful articles for your reference before, during and after the IPO. 1 Table of Contents 1 Initial Public Offering Services 4 The Process 6 The IPO Timetable 10 After Going Public 12 Your First Annual Meeting 15 FAQs 17 Additional Ways AST Can Help 19 Corporate Governance Advisory and Proxy Solicitation Services Closed-End Fund IPO Services Equity Plan Solutions IPO Services Special Purpose Acquisition Company (SPAC) IPO Services Appendices 25 Direct Registration System (DRS) Frequently Asked Questions Sample Client Lock-up Release Reminder Sample Shareowner Lock-up Expiration Notice Sample Shareowner Lock-up Conversion Portal Notice Glossary 33 2 EVERY COMPANY BEGINS AS AN IDEA. When nurtured, that idea has the potential to grow into something big. Shifting from a privately held company to a public entity can be like moving from a calm country bike ride to the fast-paced streets of New York. Along even the greatest rides, you are bound to encounter rocky paths alongside the smooth roads of reward. At AST ®,we put great emphasis on helping navigate the full range of these transitional processes.
    [Show full text]
  • Vantage Towers AG
    Prospectus dated March 8, 2021 Prospectus for the public offering in the Federal Republic of Germany of 88,888,889 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder, of 22,222,222 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder, with the number of shares to be actually placed with investors subject to the exercise of an Upsize Option upon the decision of the Existing Shareholder, in agreement with the Joint Global Coordinators, on the date of pricing, and of 13,333,333 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder in connection with a possible over-allotment, and at the same time for the admission to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub- segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) of 505,782,265 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) (existing share capital), each such share with a notional value of EUR 1.00 in the Company’s share capital and full dividend rights as of April 1, 2020 of Vantage Towers AG Düsseldorf, Germany Price Range: EUR 22.50 – EUR 29.00 International Securities Identification Number (ISIN): DE000A3H3LL2 German Securities Code (Wertpapierkennnummer, WKN): A3H 3LL Common Code: 230832161 Ticker Symbol: VTWR Joint Global Coordinators BofA Securities Morgan Stanley UBS Joint Bookrunners Barclays Berenberg BNP PARIBAS Deutsche Bank Goldman Sachs Jefferies TABLE OF CONTENTS Page I.
    [Show full text]
  • Dmitri V. Kovalenko
    Dmitri V. Kovalenko Partner, Moscow Mergers and Acquisitions; Private Equity; Capital Markets Dmitri Kovalenko is co-head of the Moscow office and represents international and Russian clients on a broad range of mergers and acquisitions, private equity and joint venture transac- tions in Russia and other countries covering various industries and sectors. Mr. Kovalenko has practiced law in Skadden’s Moscow, Chicago and Paris offices since 1994. He is ranked in the top tier for Russia M&A and Russia capital markets work by Chambers Global and Chambers Europe, as well as for private equity in Russia by Chambers Europe. Mr. Kovalenko also was named as the 2021 Mergers and Acquisitions Lawyer of the Year and the 2020 Capital Markets Lawyer of the Year by The Best Lawyers in Russia, and was listed in the publication’s Global Business Edition. Additionally, he is listed as a leading individual in IFLR1000 and Who’s Who Legal, as well as repeatedly in The Legal 500 EMEA as a member of its Commercial, Corporate and M&A: Moscow Hall of Fame. T: 7.495.797.4600 F: 7.495.797.4601 His M&A and private equity experience has included advising: [email protected] - Mercury Retail Group in its US$1.2 billion sale of JSC Dixy Group to PJSC Magnit; - Horvik Limited in relation to its preconditional mandatory offer to acquire Trans-Siberian Gold Education plc, an AIM-quoted gold producer; LL.M. (with honors), Northwestern - Kismet Acquisition One, a special purpose acquisition company, in its US$1.9 billion initial University School of Law, Chicago, merger with Nexters Global Limited, the first-ever de-SPAC transaction involving a Russian USA, 1996 company.
    [Show full text]
  • 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.
    [Show full text]
  • CASE STUDY How Carlyle Creates Value Deep Industryhow Expertise.Carlyle Global Creates Scale and Value Presence
    CASE STUDY How Carlyle Creates Value Deep industryHow expertise.Carlyle Global Creates scale and Value presence. Extensive network of Operating Executives. And a wealth of investment portfolio data; we call it The Carlyle Edge. These are the four pillars of Carlyle’s value creation model. By leveragingDeep these industry core expertise. capabilities Global and scaleresources—Carlyle and presence. hasExtensive established network a 30-year of Operating overall Executives. track record And of investinga wealth in companies,of investment working portfolio to make data; them we better call it Theand Carlyleserving Edge. our investors’ These are needs. the four pillars of Carlyle’s value creation model. By leveraging these core capabilities and resources—Carlyle has established a 25-year overall track record of investing in companies, working to make them better and serving our investors’ needs. Carlyle, along with several other investors, led the recapitalization of the Bank of N.T. Butterfield & Son Limited. The new equity capital, which allowed the bank to remain independent, was part of a comprehensive plan to increase equity capital and de-risk Butterfield’s balance sheet. In addition, the new capital provided flexibility to restructure Butterfield’s investment portfolio, provision for non-performing loans, decrease earnings volatility, and maintain capital ratios well in excess of regulatory requirements. About Butterfield and the Transaction Carlyle invested in Butterfield in March 2010 through Carlyle Global Financial Services Partners. Established in 1958, Butterfield is the largest independent Bermuda-based depository institution. A publicly traded company, Butterfield shares are listed on the New York (NYSE), Bermuda (BSX) and Cayman Islands (CSX) stock exchanges.
    [Show full text]
  • V. Overallotment Facility and Greenshoe
    THE COMMITTEE OF EUROPEAN SECURITIES REGULATORS Date: April 2002 Ref.: CESR/02-020b STABILISATION AND ALALLOTMENTLOTMENT A EUROPEAN SUPERVISOSUPERVISORYRY APPROACH 17 place de la Bourse - 75082 PARIS CEDEX 02 - FRANCE - Tel.: 33.(0).1.53.45.63.61 - Fax: 33.(0).1.53.45.63.60 Web site: www.europefesco.org Table of Contents I. Introduction .................................................................................... 3 II. Definitions ...................................................................................... 6 III. The Standards ................................................................................. 8 IV. Stabilisation .................................................................................... 9 1. Stabilisation - the Regulatory Regime ................................ 9 2. CESR European Standards for Stabilisation........................ 10 V. Overallotment Facility and Greenshoe ......................................... 13 VI. Allotment ........................................................................................ 15 1. Allotment - the Regulatory Regime .................................... 15 2. CESR European Standards on Allotment ............................ 16 - 2 - I. Introduction The continuing development of the Single Market in financial services, in particular following the introduction of the Euro, is likely to generate a progressive increase in the number of cross-border offerings of securities. For the efficiency of the market and protection of investors, it is desirable that CESR1
    [Show full text]
  • Petropavlovsk PLC Convertible Bond Offering - Greenshoe Option
    Petropavlovsk PLC – Convertible Bond London, 4 February 2010 Petropavlovsk PLC Convertible Bond Offering - Greenshoe Option NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW Petropavlovsk PLC (“Petropavlovsk”) announces that, in connection with its offering of Convertible Bonds due 2015 (the “Bonds”), the over-allotment option has been exercised in full by J.P.Morgan Cazenove in respect of US$50 million in aggregate principal amount of Bonds. Including the exercise of the over- allotment option, the final offering size is US$380 million. Settlement is expected on or about 18 February 2010. Application will be made for the Bonds to be admitted to listing on the Official List of the UK Listing Authority and admitted to trading on the Professional Securities Market of the London Stock Exchange. END Enquiries: Petropavlovsk PLC +44 (0) 20 7201 8900 Alya Samokhvalova Charles Gordon Rachel Tuft Merlin +44 (0) 20 7726 8400 David Simonson Tom Randell J.P. Morgan Cazenove +44 (0) 20 7588 2828 Ian Hannam Patrick Magee Joe Seifert STABILISATION/FSA THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY SECURITY.
    [Show full text]
  • NYSE IPO Guide Third Edition
    NYSE IPO Guide NYSE IPO Guide Third Edition www.nyse.com/ipo Publisher Timothy Dempsey Project Manager Chloe Tuck NYSE Editorial William Kantrowitz and Zachary Harvey Printing and Binding AGS NYSE IPO Guide, Third Edition, is published by Caxton Business & Legal, Inc. 27 North Wacker Drive, Suite 601 Chicago, IL 60606 Phone: +1 312 361 0821 Email: [email protected] Web: www.caxtoninc.com ISBN: 978-0-9964982-5-8 Copyright in individual sections rests with the co- publishers. No photocopying: copyright licenses do not apply. DISCLAIMER The NYSE IPO Guide, Third Edition (the “Guide”), contains summary information about legal and regulatory aspects of the IPO process and is current as of the date of its initial publication (April 2021). The Guide should not be relied upon as a substitute for specific legal or financial advice from a professional. Although efforts have been made to ensure that the information herein is correct, the Guide may contain errors or omissions, and the NYSE, the publishers, and the contributing authors disclaim any responsibility for, or duty to update or correct, any such errors or omissions. The views expressed in the Guide are those of the authors alone. Published by NYSE IPO Guide Third Edition www.nyse.com/ipo Preface 5 2.8 Anti-takeover protections 18 6.6 Market perception feedback 62 Simpson Thacher & Bartlett IHS Markit Stacey Cunningham President, NYSE Group 2.9 Incentive compensation 6.7 Investment community arrangements 19 database and CRM 62 Simpson Thacher & Bartlett IHS Markit Introduction: Advantages of listing on the NYSE 7 2.10 ​Managing third-party risk 22 6.8 ESG and the newly public IHS Markit company 64 IHS Markit NYSE 3.
    [Show full text]
  • The Existence and Effectiveness of Price Support Activities In
    View metadata, citation and similar papers at core.ac.uk brought to you by CORE provided by Research Papers in Economics econstor www.econstor.eu Der Open-Access-Publikationsserver der ZBW – Leibniz-Informationszentrum Wirtschaft The Open Access Publication Server of the ZBW – Leibniz Information Centre for Economics Oehler, Andreas; Rummer, Marco; Smith, Peter N. Working Paper The Existence and Effectiveness of Price Support Activities in Germany: A Note Bank- und Finanzwirtschaftliche Forschung: Diskussionsbeiträge des Lehrstuhls für Betriebswirtschaftslehre, insbesondere Finanzwirtschaft, Universität Bamberg, No. 30 Provided in cooperation with: Otto-Friedrich-Universität Bamberg Suggested citation: Oehler, Andreas; Rummer, Marco; Smith, Peter N. (2004) : The Existence and Effectiveness of Price Support Activities in Germany: A Note, Bank- und Finanzwirtschaftliche Forschung: Diskussionsbeiträge des Lehrstuhls für Betriebswirtschaftslehre, insbesondere Finanzwirtschaft, Universität Bamberg, No. 30, http:// hdl.handle.net/10419/22505 Nutzungsbedingungen: Terms of use: Die ZBW räumt Ihnen als Nutzerin/Nutzer das unentgeltliche, The ZBW grants you, the user, the non-exclusive right to use räumlich unbeschränkte und zeitlich auf die Dauer des Schutzrechts the selected work free of charge, territorially unrestricted and beschränkte einfache Recht ein, das ausgewählte Werk im Rahmen within the time limit of the term of the property rights according der unter to the terms specified at → http://www.econstor.eu/dspace/Nutzungsbedingungen → http://www.econstor.eu/dspace/Nutzungsbedingungen nachzulesenden vollständigen Nutzungsbedingungen zu By the first use of the selected work the user agrees and vervielfältigen, mit denen die Nutzerin/der Nutzer sich durch die declares to comply with these terms of use. erste Nutzung einverstanden erklärt. Leibniz-Informationszentrum Wirtschaft zbw Leibniz Information Centre for Economics The Existence and Effectiveness of Price Support Activities in Germany – A Note* Andreas Oehlera / Marco Rummera / Peter N.
    [Show full text]
  • Global-Private-Equity-Update-Q2-2019
    Q2 2019 Key Similarities and Differences between US and UK SPACs By Doug Warner, Ian Hamilton, Barbra Broudy and Max Ronci Introduction SPACs are increasingly being viewed as an additional platform for private equity sponsors to complement their existing platforms. They provide sponsors with favorable economics and the opportunity to target companies that may want to go public rather than remain private in the hands of a new buyer. Their increasing popularity in both the US and the UK and the striking similarities and certain differences in the market for SPACs in each jurisdiction illustrate some of the options available to sponsors considering raising a SPAC. We have summarized certain of the key similarities and differences below between SPACs in the US and the UK. Issue US UK Securities Offered to Securities offered to the public are There is no standard approach to the Public typically packaged as a unit (each, a structuring of SPACs in the UK. The “Unit”), each comprised of one share of structures described below reflect the Class A Common Stock (“Class A Stock”) practice on larger SPACs in recent years. and a Warrant often exercisable for a specified fraction of a share of Class A Typically Ordinary Shares (at a subscription Stock (see Terms of SPAC Warrants price of $10.00 per Ordinary Share) are below). The Units are sold in the SPAC’s offered to institutional investors together initial public offering (the “IPO”) for $10 with one matching Warrant for each per Unit and substantially all of the Ordinary Share. A matching Warrant is proceeds are held in trust until the typically exercisable for 1/3 of an Ordinary acquisition of a target company (the Share.
    [Show full text]