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Valuation Methodologies V4 WST
® ST Providing financial training to Wall Street WALL www.wallst-training.com TRAINING CORPORATE VALUATION METHODOLOGIES “What is the business worth?” Although a simple question, determining the value of any business in today’s economy requires a sophisticated understanding of financial analysis as well as sound judgment from market and in dustry experience. The answer can differ among buyers and depends on several factors such as one’s assumptions regarding the growth and profitability prospects of the business, one’s assessment of future market conditions, one’s appetite for assuming risk (or discount rate on expected future cash flows) and what unique synergies may be brought to the business post-transaction. The purpose of this article is to provide an overview of the basic valuation techniques used by financial analysts to answer the question in the context of a merger or acquisition. Basic Valuation Methodologies In determining value, there are several basic analytical tools that are commonly used by financial analysts. These methods have been developed over several years of research and refinement and are based on financial theory and market reality. However, these tools are just that – tools – and should not be viewed as final judgment, but rather, as a starting point to determining value. It is also important to note that different people will have different ideas on value of an entity depending on factors such as: u Public status of the seller and buyer u Nature of potential buyers (strategic vs. financial) u Nature of the deal (“beauty contest” or privately negotiated) u Market conditions (bull or bear market, industry specific issues) u Tax position of buyer and seller Each methodology is fairly simple in theory but can become extremely complex. -
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 -
Mortgage-Backed Securities & Collateralized Mortgage Obligations
Mortgage-backed Securities & Collateralized Mortgage Obligations: Prudent CRA INVESTMENT Opportunities by Andrew Kelman,Director, National Business Development M Securities Sales and Trading Group, Freddie Mac Mortgage-backed securities (MBS) have Here is how MBSs work. Lenders because of their stronger guarantees, become a popular vehicle for finan- originate mortgages and provide better liquidity and more favorable cial institutions looking for investment groups of similar mortgage loans to capital treatment. Accordingly, this opportunities in their communities. organizations like Freddie Mac and article will focus on agency MBSs. CRA officers and bank investment of- Fannie Mae, which then securitize The agency MBS issuer or servicer ficers appreciate the return and safety them. Originators use the cash they collects monthly payments from that MBSs provide and they are widely receive to provide additional mort- homeowners and “passes through” the available compared to other qualified gages in their communities. The re- principal and interest to investors. investments. sulting MBSs carry a guarantee of Thus, these pools are known as mort- Mortgage securities play a crucial timely payment of principal and inter- gage pass-throughs or participation role in housing finance in the U.S., est to the investor and are further certificates (PCs). Most MBSs are making financing available to home backed by the mortgaged properties backed by 30-year fixed-rate mort- buyers at lower costs and ensuring that themselves. Ginnie Mae securities are gages, but they can also be backed by funds are available throughout the backed by the full faith and credit of shorter-term fixed-rate mortgages or country. The MBS market is enormous the U.S. -
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. -
U.S. Century Bank Announces Pricing of Initial Public Offering of Class a Common Stock
U.S. CENTURY BANK ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING OF CLASS A COMMON STOCK MIAMI—July 22, 2021—U.S. Century Bank (USCB) announced today the pricing of the initial public offering of 4,000,000 shares of its Class A common stock, at a public offering price of $10.00 per share for expected net proceeds to U.S. Century Bank, after deducting the underwriting discount and estimated offering expenses, of approximately $34.0 million. The shares are expected to begin trading on Friday, July 23, 2021 on The Nasdaq Global Market under the symbol "USCB." The offering is expected to close on or about July 27, 2021, subject to the satisfaction of customary closing conditions. U.S. Century Bank has granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of its Class A common stock, at the initial public offering price of $10.00 per share, minus the underwriting discount. If the underwriters' option is exercised in full, it is expected to result in additional net proceeds to U.S. Century Bank of approximately $5.6 million after deducting the underwriting discount and estimated offering expenses. U.S. Century Bank intends to use the net proceeds from this offering to support continued growth, including organic growth and potential future acquisitions, as well as for the redemption of any remaining outstanding shares of U.S. Century Bank preferred stock following the completion of the voluntary exchange offer being separately conducted, pursuant to which U.S. Century Bank has offered all holders of outstanding Class C preferred stock and Class D preferred stock the ability to exchange such shares for shares of its Class A common stock at the initial offering price. -
Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Financial Statements (unaudited) For the three and nine months ended September 30, 2015 and 2014 (Expressed in Canadian Dollars) SECURE ENERGY SERVICES INC. Condensed Consolidated Statements of Financial Position ($000's) (unaudited) Note s September 30, 2015 December 31, 2014 Assets Current assets Cash 2,670 4,882 Accounts receivable and accrued receivables 146,973 228,642 Current tax asset 11,650 - Prepaid expenses and deposits 6,601 8,396 Inv entories 3 63,825 70,199 231,719 312,119 Assets under construction 104,677 210,139 Property, plant and equipment 4 895,984 735,196 Intangible assets 74,668 124,102 Goodw ill 91,847 111,650 Other assets 1,543 2,911 Total Assets 1,400,438 1,496,117 Liabilities Current liabilities Accounts payable and accrued liabilities 97,402 193,121 Asset retirement obligations 7 1,697 1,800 Current tax liability - 5,886 Finance lease liabilities 10,011 10,458 109,110 211,265 Long-term borrow ings 6 256,593 397,385 Asset retirement obligations 7 77,145 70,639 Finance lease liabilities 8,156 12,060 Deferred income tax liability 35,968 42,473 Total Liabilities 486,972 733,822 Shareholders' Equity Issued capital 8 847,769 631,229 Share-based compensation reserve 33,959 25,227 Foreign currency translation reserve 37,240 14,629 (Deficit) retained earnings (5,502) 91,210 Total Shareholders' Equity 913,466 762,295 Total Liabilities and Shareholders' Equity 1,400,438 1,496,117 The accompanying notes are an integral part of these condensed consolidated financial statements 1 SECURE ENERGY SERVICES INC. -
Hedging Credit Index Tranches Investigating Versions of the Standard Model Christopher C
Hedging credit index tranches Investigating versions of the standard model Christopher C. Finger chris.fi[email protected] Risk Management Subtle company introduction www.riskmetrics.com Risk Management 22 Motivation A standard model for credit index tranches exists. It is commonly acknowledged that the common model is flawed. Most of the focus is on the static flaw: the failure to calibrate to all tranches on a single day with a single model parameter. But these are liquid derivatives. Models are not used for absolute pricing, but for relative value and hedging. We will focus on the dynamic flaws of the model. www.riskmetrics.com Risk Management 32 Outline 1 Standard credit derivative products 2 Standard models, conventions and abuses 3 Data and calibration 4 Testing hedging strategies 5 Conclusions www.riskmetrics.com Risk Management 42 Standard products Single-name credit default swaps Contract written on a set of reference obligations issued by one firm Protection seller compensates for losses (par less recovery) in the event of a default. Protection buyer pays a periodic premium (spread) on the notional amount being protected. Quoting is on fair spread, that is, spread that makes a contract have zero upfront value at inception. www.riskmetrics.com Risk Management 52 Standard products Credit default swap indices (CDX, iTraxx) Contract is essentially a portfolio of (125, for our purposes) equally weighted CDS on a standard basket of firms. Protection seller compensates for losses (par less recovery) in the event of a default. Protection buyer pays a periodic premium (spread) on the remaining notional amount being protected. New contracts (series) are introduced every six months. -
Equity Capital Markets Credentials
Equity Capital Markets credentials February 2020 Strictly private and confidential Nordea Markets – Investment Banking Selected Equity Capital Markets credentials February 2020 January 2020 January 2020 Accelerated Accelerated Accelerated Bookbuilding Bookbuilding Bookbuilding CreateCreate CreateCreate CreateCreate tombstoneDeal valuetombstone tombstoneDeal valuetombstone tombstoneDeal valuetombstone hereNOK 518mhere hereNOK 850mhere hereSEK 1.3bnhere Joint Bookrunner Joint Lead Manager & Joint Bookrunner Joint Bookrunner 1 Equity Capital Markets credentials Confidential Nordea Markets – Investment Banking Selected Equity Capital Markets credentials January 2020 December 2019 December 2019 November 2019 November 2019 November 2019 Accelerated Accelerated Rights issue Accelerated Accelerated Accelerated bookbuilding bookbuilding bookbuilding bookbuilding bookbuilding CreateCreate on behalf of CreateCreate CreateCreate CreateCreate CreateCreate CreateCreate tombstoneDeal valuetombstone tombstoneDeal valuetombstone tombstoneDeal valuetombstone tombstoneDeal valuetombstone tombstoneDeal valuetombstone tombstoneDeal valuetombstone hereDKK 6.1bnhere hereSEK 312mhere hereSEK 1,500mhere hereSEK 290mhere hereEUR 161mhere hereSEK 840mhere Joint Global Coordinator Joint Global Coordinator Co-manager Joint Bookrunner Joint Bookrunner Joint Bookrunner and Joint Bookrunner and Joint Bookrunner November 2019 November 2019 October 2019 October 2019 September 2019 September 2019 IPO Accelerated Accelerated Listing Accelerated Accelerated bookbuilding bookbuilding -
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. -
Beyond COVID-19 PE Playbook
Beyond COVID-19 PE Playbook TRANSACTIONAL POWERHOUSE 2 Beyond COVID-19 PE Playbook Contents Distressed M&A 03 PIPEs / Minority investments 07 Public-to-Privates (P2Ps) 12 Valuation bridge tools 15 M&A: The new normal 21 Debt buybacks 24 3 Beyond COVID-19 PE Playbook 1 Distressed M&A 4 Beyond COVID-19 PE Playbook Distressed M&A Any downturn tends to produce a surge of distressed M&A opportunities, and the current crisis will be no different. Investments in distressed companies follow a different set of rules to “normal” M&A transactions, bringing additional complexity in terms of the stakeholders involved and deal structuring, as well as a particular set of challenges for due diligence and buyer protections. Structuring considerations • Loan-to-own strategies: Credit funds are well-versed with taking positions in capital • A complex cast: Restructurings often entail structures as part of a loan-to-own strategy a broad range of protagonists - the equity, or otherwise. Even where their fund terms senior debt, junior debt, bilateral country debt permit investment into debt or mezzanine providers, trade creditors, unions, government(s) securities, many buyout funds have stayed clear and management. Understanding early on of such structuring. As we enter a period of where the value breaks, who is driving the deal, greater financial strain on business, PE should conflicts of interest, and who can spoil a deal, remain open-minded and creative about more are critical. Where distressed funds are involved, structured deals to achieve control, e.g. around be aware that their tactics and strategies can distressed add-on targets. -
Co-Investment Overview
NB Private Equity Partners: Co-investment Overview JUNE 2019 NB Private Equity Partners (“NBPE”) Key Highlights Investment Type by Fair Value1 Equity Listing Date: 2007 Co-investments 84% Market Capitalisation (3/6/19): £510.7m Net Asset Value (NAV)1: $878.2 NAV per Share1: $18.57 Funds Income 4% Investments 12% 1 Based on 30 April 2019 re-stated Net Asset Value. NB PRIVATE EQUITY PARTNERS CO-INVESTMENT OVERVIEW 2 NBPE’s Manager: Neuberger Berman Neuberger Berman manages over $70 billion in Private Equity commitments Equity Key Highlights Co-investments Credit 30 years as a private equity investor LP in over 530 active private equity funds Expertise across fund investments, direct investments and income investments Over 200 dedicated private equity investment Funds Specialty professionals with extensive networks Strategies Leading, Global Private Equity Platform Note: Represents aggregate committed capital since inception as of April 2019, including commitments in the process of documentation. NB PRIVATE EQUITY PARTNERS CO-INVESTMENT OVERVIEW 3 Private Equity & Co-investments Overview Private Equity Co-investments Co-investments provide direct private equity exposure at the company level and often possess the advantage of no associated fees or carry. Such investments require extensive due diligence and industry expertise for proper evaluation Equity Syndication (can be pre or post investment closing) Financial Sponsor Investor Direct Investment Co-investment Portfolio Company Source: Neuberger Berman. NB PRIVATE EQUITY PARTNERS CO-INVESTMENT OVERVIEW 5 The Need for Co-Investment Capital Co-investors are used in a variety of situations and offer clear advantages GENERAL PARTNERS SEEK CO-INVESTORS FOR A VARIETY OF PURPOSES: Provide equity to complete transactions Manage portfolio exposure Extend LP relationships Familiarise investors with GP investment process Provide independent valuation for mid-life situations Source: Neuberger Berman.