Can Real Options Explain Financing Behavior?"
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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 -
The Promise and Peril of Real Options
1 The Promise and Peril of Real Options Aswath Damodaran Stern School of Business 44 West Fourth Street New York, NY 10012 [email protected] 2 Abstract In recent years, practitioners and academics have made the argument that traditional discounted cash flow models do a poor job of capturing the value of the options embedded in many corporate actions. They have noted that these options need to be not only considered explicitly and valued, but also that the value of these options can be substantial. In fact, many investments and acquisitions that would not be justifiable otherwise will be value enhancing, if the options embedded in them are considered. In this paper, we examine the merits of this argument. While it is certainly true that there are options embedded in many actions, we consider the conditions that have to be met for these options to have value. We also develop a series of applied examples, where we attempt to value these options and consider the effect on investment, financing and valuation decisions. 3 In finance, the discounted cash flow model operates as the basic framework for most analysis. In investment analysis, for instance, the conventional view is that the net present value of a project is the measure of the value that it will add to the firm taking it. Thus, investing in a positive (negative) net present value project will increase (decrease) value. In capital structure decisions, a financing mix that minimizes the cost of capital, without impairing operating cash flows, increases firm value and is therefore viewed as the optimal mix. -
Underwriting; Development of the Restructuring Plan
Chapter 5 Underwriting; Development of the Restructuring Plan Executive Summary Section 5-1 This chapter describes the PAEs actions for financial underwriting of the M2M transaction and the development of the Restructuring Plan. The PAE will determine the project’s rents, expenses, and deposits to the reserves under various scenarios. The PAE will then size the first and second mortgages, and third mortgage, if needed, and determine the amount of claim payable by FHA, as well as the sources and uses in the transaction, and the owner’s financial return. The results of this underwriting, the due diligence described in Chapter 4, the tenant comments, and owner negotiations are consolidated in the draft Restructuring Plan Package submitted to the OAHP Preservation Office. The PAE should work cooperatively with the owner and lender as needed throughout this process. Underwriting Model Section 5-2 A. General. OAHP has provided an Underwriting Model for use in completing the financial underwriting of M2M transactions. A copy of the Model is available on OAHP’s Web site or can be obtained through the OAHP Preservation Office. Use of the Model is required and helps meet the unique requirements of this program that will not be present in other underwriting models. However, the Model is only an aid and may not be appropriate or complete for every case; the PAE remains responsible for its own conclusions, and for appropriately addressing unusual conditions that may not be fully considered by the model or this Guide. B. Using the Model. PAEs are responsible for using the most recent, appropriate model and generally following the procedures reflected therein. -
Policy Brief 13-3: Debt Restructuring and Economic Prospects in Greece
Policy Brief NUMBER PB13-3 FEBRUARY 2013 a significant part of even the reduction for private holdings. A Debt Restructuring and December package of official sector relief (in the form of lower interest rates and support for a buyback of about half of the Economic Prospects restructured privately held debt) set the stage for resumption of IMF and euro area program disbursements and restored the conditions for managing the remaining debt over the next few in Greece years if reasonable growth and fiscal expectations are achieved. Over the longer term, however, it is unclear that Greece William R. Cline will be able to reenter private capital markets by 2020 even if its debt level is down to the range of about 120 percent of William R. Cline, senior fellow, has been associated with the Peterson GDP. The damage to its credit reputation from restructuring Institute for International Economics since its inception in 1981. His with a large haircut seems likely to leave it in a more difficult numerous publications include Resolving the European Debt Crisis (coed- borrowing position than other euro area sovereigns even if itor, 2012), Financial Globalization, Economic Growth, and the Crisis it achieves comparable debt levels. Further relief on official of 2007–09 (2010), and The United States as a Debtor Nation (2005). sector claims thus seems likely to be needed in the future, Note: I thank Jared Nolan for research assistance. For comments on an but is not urgent at present because almost all of Greece’s earlier draft, I thank without implicating Joseph Gagnon and Edwin borrowing needs should already be covered for the next few Truman. -
Creating a Framework for Sovereign Debt Restructuring That Works 1
Creating a Framework for Sovereign Debt Restructuring that Works 1 Martin Guzman2 and Joseph E. Stiglitz3 Abstract Recent controversies surrounding sovereign debt restructurings show the weaknesses of the current market-based system in achieving efficient and fair solutions to sovereign debt crises. This article reviews the existing problems and proposes solutions. It argues that improvements in the language of contracts, although beneficial, cannot provide a comprehensive, efficient, and equitable solution to the problems faced in restructurings—but there are improvements within the contractual approach that should be implemented. Ultimately, the contractual approach must be complemented by a multinational legal framework that facilitates restructurings based on principles of efficiency and equity. Given the current geopolitical constraints, in the short-run we advocate the implementation of a “soft law” approach, built on the recognition of the limitations of the private contractual approach and on a set of principles – most importantly, the restoration of sovereign immunity – over which there may be consensus. We suggest that in a context of political economy tensions it should be impossible for a government to sign away the sovereign immunity either for itself or successor governments. The framework could be implemented through the United Nations, or it could prompt the creation of a new institution. Keywords: Sovereign Debt Crises, Sovereign Debt Restructuring, Debt Contracts, International Lending 1 We are indebted to Sebastian -
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. -
Announcement Has Been Approved for Release by the Board
ASX RELEASE 19 JULY 2021 ASX:NES RENOUNCEABLE RIGHTS ISSUE TO RAISE UP TO $2 MILLION • 2 for 7 Renounceable Rights Issue to raise up to $2 million • Attractively priced at 4.7 cents per share • Discount of 20% to the 10-day VWAP of 5.9 cents and 31% to the 90-day VWAP of 6.8 cents • With every two New Shares, shareholders receive one free attaching New Option • New Options will have Exercise Price of 8 cents, term of two years and will be listed • Shareholders can trade their rights and apply for additional shares and options • Rights to start trading from 23 July 2021 • Directors to participate for their full entitlement and will sub-underwrite a portion of the shortfall • Funds to be used to complete current drilling programs and expand upon the company’s exploration programs at its Woodline and Tempest projects. Nelson Resources Limited (ASX: [ASX]) (“Nelson Resources” or “the Company”) is pleased to announce a Renounceable Rights Issue to raise up to $2 million to fund completion of its current drilling programs and expand upon its exploration programs at its Woodline and Tempest projects. These expanded programs will include additional drilling and geophysics programs to be conducted with the company’s wholly owned drilling and geophysics equipment. Under the offer, shareholders will be offered two New Shares for every seven existing shares held on 26 July 2021 (“Record Date”), with one attaching listed Option, exercisable at $0.08 and expiring on 31 August 2023, for every two New Shares subscribed. The rights issue price represents a discount of: • 20% to the Company’s 10 day VWAP of $0.059; and • 31% to the Company’s 90 day VWAP of $0.068. -
223(A)(7) Underwriting Standards Comparison Between Normal Housing Processing and OMHAR Debt Restructuring Transactions*
223(a)(7) Underwriting Standards Comparison Between Normal Housing Processing and OMHAR Debt Restructuring Transactions* HUD Multifamily Hub or Program Center OMHAR To refinance existing loan to reduce interest rate To refinance existing loan, re-underwrite at market Purpose of program and/or extend amortization period in order to rents/expenses/interest rates and restructure debt in reduce risk of default. order to prevent default upon reduction of rents. 2530 Required for new or proposed principal partners. Required for all restructurings. Debt Service 1.11 Generally 1.2 to 1.4 to determine supportable debt. Coverage Ratio Loan-to-Value Ratio LTV not relevant. Less than or equal to 100% LTV. Lesser of original principal balance, or current Lesser of current UPB, or DS coverage or LTV Loan Ceiling UPB plus rehab and transaction costs, or DS criterion. coverage criterion. Loan Term Remaining term + 12 years. Remaining term + 12 years. 100% financeable, to the extent it can be Owner/borrower responsible for 50% of transaction Transaction Costs supported in mortgage. Refund half of fees costs for new takeout. Appraisal Standards Not required for A7. PAE obtains limited-scope appraisal for restructuring. Inspection Owner is required to submit their work write-up and Standards/ Owner/mortgagee is required to submit work estimates for 20-year reserve for Replacement write-up and estimates for 12-year reserve for replacements/repairs. PAE obtains independent Reserve replacement. HUD Field Office reviews. inspection (PCA), OMHAR reviews. OCAF applied Requirement annually to required deposit. PAE prepares draft environmental review for all Environmental HUD Field Office performs environmental review projects undergoing restructuring. -
When It Comes to Restructuring Corporate Debt, Care Needs to Be
Legal and Regulatory | Debt restructuring When it comes to restructuring corporate debt, care needs to be taken that trade is prioritised and the “each lender for itself” approach is suppressed for a better collective outcome, says Geoff Wynne n a market of low commodity prices and global trade growing at marginally less than world GDP, it is no surprise that some trade finance facilities are looking distinctly fragile. This article takes Ia closer look at restructurings involving trade finance obligations and, importantly, sets out the advantages of giving “true” trade debt priority. Historic context The argument started way back in the 1980s, particularly with the Latin American debt crises, where short term debts were paid – country restructurings paid short term debts because they matured quickly and should be outside long term restructurings. There was an assumption that because it was short term, it was trade debt, but this was www.tfreview.com 69 P69_TFR_Vol19_Iss10_Geoff Wynne.indd 69 06-Sep-16 2:39:02 PM Legal and Regulatory | Debt restructuring “The first question not always the case. would be paid because it was required for business There is certainly no evidence that any legal continuity. is, where does the system actually grants trade debt priority. But as Here is another clue that there could be better many know, the argument resurfaced in 2008–09 treatment for these trade receivables. A payer will creditor rank if its after the financial crisis, particularly when looking argue that they will pay their trade receivables loan or receivable is at the bank restructurings in Kazakhstan.1 in an ongoing business because they want to Definitions were crafted for trade debt and its guarantee the source of supply. -
Structuring and Restructuring Sovereign Debt: the Role of a Bankruptcy Regime∗
Structuring and Restructuring Sovereign Debt: The Role of a Bankruptcy Regime∗ Patrick Bolton Columbia University∗∗ Olivier Jeanne IMF§ This version, November 2007 ∗This paper has benefited from the comments of Anil Kashyap (the editor) and three anonymous referees. The views expressed in this paper are those of the author and should not be attributed to the International Monetary Fund, its Executive Board, or its man- agement. Also affiliated with the National Bureau of Economic Research (Cambridge), the Center∗∗ for Economic Policy Research (London) and the European Corporate Governance Institute (Brussels). Contact address: Columbia Business School, 3022 Broadway, Uris Hall 804, New York, NY 10027; phone: (212) 854 9245; fax:(212) 662 8474 ; email: [email protected]. § Also affiliated with the Center for Economic Policy Research (London). Contact address: IMF, 700 19th street NW, Washington DC 20431; phone: (202) 623 4272; email: [email protected]. 1 abstract In an environment characterized by weak contractual enforcement, sov- ereign lenders can enhance the likelihood of repayment by making their claims more difficult to restructure ex post. We show however, that competition for repayment between lenders may result in a sovereign debt that is excessively difficult to restructure in equilibrium. This inefficiency may be alleviated by a suitably designed bankruptcy regime that facilitates debt restructuring. 2 1 Introduction The composition of sovereign debt and how it affects debt restructuring ne- gotiations in the event of financial distress has become a central policy issue in recent years. There are two major reasons why the spotlight has been turned on this question. First, the change in the IMF’s policy orientation towards sovereign debt crises, with a proposed greater weight on ‘private sector involvement’ (Rey Report, G-10, 1996), has brought up the question of how easy it actually is to get ‘the private sector involved’; that is, how easy it is to get private debt-holders to agree to a debt restructuring. -
The Subprime Mortgage Crisis: Underwriting Standards, Loan Modifications and Securitization∗
The Subprime Mortgage Crisis: Underwriting Standards, Loan Modifications and Securitization∗ Laurence Wilse-Samsony February 2010 Abstract This is a survey of some literature on things that have been going on in housing mainly. Because it’s interesting. I highlight some aspects of the bubble, then some causes of the crash. I add some notes on the mortgage finance industry, and a little bit about the role of securitization in the crisis, and in posing hurdles for resolving the crisis. Those familiar with this area will be familiar with what I write about. Those not might find better surveys elsewhere. So you’ve been warned. Keywords: housing; securitization; subprime. ∗Notes on institutional detail written for personal edification. Thanks to Patrick Bolton for helpful and kind comments. [email protected] 2 1. Introduction This paper is a survey of some of the literature on the subprime mortgage crisis. I focus on two aspects of the debate around securitization. First, I consider securitization as a possible mechanism for a decline in underwriting standards. Second, I review some evidence about its role in inhibiting the restructuring of loans through modification. These aspects are related, since creating a more rigid debt structure can facilitate bet- ter risk management and permit the greater extension of credit. However, it can also result in inefficiencies, through externalities on non-contracting parties. This might justify intervention ex post (Bolton and Rosenthal, 2002 [7]). I then consider some of the recent government modification programs and their problems. A concluding sec- tion tentatively suggests topics for research. We begin by outlining the shape of the non-prime mortgage market by way of back- ground, tracing its rapid expansion from the mid-1990s, but in particular its rapid de- velopment since the turn of the century. -
Out-Of-Court Debt Restructuring Public Disclosure Authorized
Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized A WORLDBANKSTUDY Debt Restructuring Debt Restructuring Out-of-Court A WORLDBANKSTUDY WORLD BANK STUDY Out-of-Court Debt Restructuring Jose M. Garrido © 2012 International Bank for Reconstruction and Development / International Development Association or The World Bank 1818 H Street NW Washington DC 20433 Telephone: 202-473-1000 Internet: www.worldbank.org 1818 H Street, NW Washington, DC 20433 Telephone: 202-473-1000 Internet: www.worldbank.org 1 2 3 4 14 13 12 11 World Bank Studies are published to communicate the results of the Bank’s work to the development community with the least possible delay. The manuscript of this paper therefore has not been prepared in accordance with the procedures appropriate to formally-edited texts. This volume is a product of the staff of The World Bank with external contributions. The fi ndings, interpretations, and conclusions expressed in this volume do not necessarily refl ect the views of The World Bank, its Board of Executive Directors, or the governments they represent. The World Bank does not guarantee the accuracy of the data included in this work. The boundaries, colors, denominations, and other information shown on any map in this work do not imply any judg- ment on the part of The World Bank concerning the legal status of any territory or the endorsement or acceptance of such boundaries. Rights and Permissions The material in this work is subject to copyright. Because The World Bank encourages dissemina- tion of its knowledge, this work may be reproduced, in whole or in part, for noncommercial purposes as long as full a ribution to the work is given.