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Initial Public Offerings
November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations -
Registration Statement Under Securities Act of 1933
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0065 Washington, D.C. 20549 Expires: October 31, 2021 Estimated average burden FORM S-1 hours per response ............653.54 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service) (Approximate date of commencement of proposed sale to the public) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. -
Class Action Complaint
1 Laurence M. Rosen, Esq. (SBN 219683) THE ROSEN LAW FIRM, P.A. 2 FI fL tE B 355 South Grand Avenue, Suite 2450 . AN MATEO COUNTY Los Angeles, CA 90071 3 Telephone: (213) 785-2610 4 Facsimile: (213) 226-4684 Email: [email protected] 5 SARRAF GENTILE LLP 6 Ronen Sarraf . Joseph Gentile 7 14 Bond Street, Suite 212 8 Great Neck, New York (516) 699-8890 9 Attorneys for Plaintiffs 10 11 SUPERIOR COURT OF THE STATE OF CALIFORNIA 12 COUNTY OF SAN MATEO 18 e , v8 2 2 ~ 8 m 13 ~----------- OHNNY HOSEY and GEORGE SHILLIARE, ) Case No.: _______ -< 14 ndividually and on behalf of all others similarly ) 'T1 ituated, ) )> 15 ) CLASS ACTION COMPLAINT )< Plaintiffs, ) 16 ) s. ) 17 I I ) RICHARD 9,osTOLO, MIKE.,,PUPTA, LUCA ) DEMAND FOR JURY TRIAL 18 BARATTA, JACK DORSEY, BETER ) CHERNIN, :PETER CURRIE(I>ETER" ) 19 FENTON,1)AVIDROSENBLATT:'EVAN / ) ) 20 WJLLIAMS, GOLDMAN, SACHS & CO., -'/ ) MORGAN STANLEY & CO. LkC, J.P. 1/ I ) 21 MORGAN SECURITIES LLC,"TWITTER, ) /1~-CIV0;228 ... INC., MERRILL LYNCH, PIERCE, FENNER ) I CMP i Complaint Filed 22 & SMITH INCORPORATElt), DEUTSCHE ) BANK SECURITIES INC./ALLEN & ) 23 COMPANY LLC, and CODE ADVISORS LLC, ) ) ; 1i1111111111111111111rnm1 ~ 24 ) 25 26 27 28 COMPLAINT Plaintiffs Johnny Hosey ("Hosey") and George Shilliare ("Shilliare")( collectively 2 "Plaintiffs") make the following allegations, individually and on behalf of all others similarly 3 situated, based upon the investigation by Plaintiffs' counsel, which included among other things, an 4 analysis of publicly available news articles, reports, corporate webcasts with analysts, public filings 5 made with the Securities and Exchange Commission ("SEC"), and securities analysts' reports about 6 Twitter, Inc. -
Security Prospectus
Security Prospectus Issue of DX1S Token by DXone Ltd. ISIN LI0550102979 This Securities Prospectus was approved by the Liechtenstein Financial Market Authority on 18.06.2020 and is valid until 17.06.2021. In case of significant new factors, material mistakes or material inaccuracies the Issuer is obliged to establish a supplement to the Prospectus. The Issuers obligation to supplement a prospectus does not apply when a prospectus is no longer valid. 2 Index I. Summary .............................................................................................................................................. 5 Introduction and Warnings ............................................................................................................. 5 Key Information on the Issuer ........................................................................................................ 5 Key Information on the Securities .................................................................................................. 7 Key Information on the offer of the Notes to the Public .............................................................. 10 a) Offer Period ............................................................................................................................... 10 b) Conditions .................................................................................................................................. 10 c) Issue Price ................................................................................................................................. -
International Economics, Finance, and Trade - Pasquale M
INTERNATIONAL ECONOMICS, FINANCE AND TRADE – Vol.I - International Economics, Finance, and Trade - Pasquale M. Sgro INTERNATIONAL ECONOMICS, FINANCE, AND TRADE Pasquale M. Sgro Professor of Economics, School of Economics, Deakin University, Melbourne, Australia Keywords: Adam Smith, barter, balance of payments, Bretton Woods Agreement, capital account, capital investment, central bank, classical school, Common Market, comparative advantage, competition policies, consumer price indices, consumer surplus, corruption, customs union, countervailing duties (CVD), direct finance, division of labor, domestic regulation, economic integration Economic Union (EU), emerging capital markets, environment, European Monetary Union (EMU), exchange controls, Exports, finance, financial institutions, financial markets, free trade, Free Trade Areas, General Agreement on Tariffs and Trade (GATT), geography and trade, global capital markets, globalization, Gross Domestic Product (GDP), harmonization, Hechscher E., horizontal differentiation, Hume D. Imports, increasing returns to scale, indicators, interest rate, international economics, international finance, International Monetary Fund (IMF), intra-industry trade, investment, laissez-faire, Mercantilism, monetary policy, money and credit, money market, Mill J S, Most Favored Nations (MFN), multinational banking, Neo-Marxists, neo-classical economists, non-tariff barriers (NTB), Ohlin.B. OPEC, open-market operations, orthodox theory, perfect competition, Preferential Trading Agreement, price-specific flow -
Is International Relations Relevant for International Money and Finance?
Is International Relations Relevant for International Money and Finance? Thomas B. Pepinsky David A. Steinberg Department of Government Department of Political Science Cornell University University of Oregon [email protected] [email protected] FIRST DRAFT: August 5, 2014 THIS DRAFT: December 3, 2014 Is International Relations Relevant for International Money and Finance?* This paper investigates whether the discipline of international relations (IR) has contributed to international monetary and financial policy, and how it might do so more effectively. Using data from the Teaching, Research & International Policy (TRIP) surveys of policymakers, scholars, and academic journals, we show that IR research on money and finance remains a small fraction of all published IR research, and IR research on this issue rarely provides concrete policy prescriptions. This is unfortunate because scholars and policymakers agree that international money and finance are central concerns for contemporary policy. We suggest that the paucity of policy-oriented IR research on money and finance is largely a consequence of the relative success of economics in providing policymakers with the tools they need to understand economic policy problems, but that this is exacerbated by disciplinary incentives within the IR community. Increasing the policy relevance of academic IR research on money and finance will require changes to scholarly practice, and greater effort to capitalize on the complementarity of IR and economics. Although IR scholars have little influence -
29:390:375 COURSE TITLE: International Finance Management
Department of Finance and Economics COURSE NUMBER: 29:390:375 COURSE TITLE: International Finance Management COURSE MATERIALS Textbook and References Required Text . Eiteman, D. K., Stonehill, A. I. and M. H. Moffett, Multinational Business Finance, 13th Edition, Pearson 2013, ISBN 13-978-0-13-274346-4 (“ESM”) [ A prior edition could be suitable and much cheaper, but you’ll have to make sure that end of ch problems are the same] Handouts and Lecture Notes Select lecture notes will be posted on Blackboard to supplement the text and classroom discussions, and handout will occasionally be distributed in class. I maintain close contacts with the class and students via the internet and in person. Recommended References (Available at the Library Reserve) Grabbe, J. Orlin., International Financial Markets, Third Edition, Prentice Hall, Englewood Cliffs, New Jersey, 1996 (JOG). Levich, Richard M., International Financial Markets: Prices and Policies, 2rd Ed., McGraw-Hill Irwin, 2001 (RML). Giddy, Ian H., Global Financial Markets, D.C. Heath & Co., Lexington, Ma., 1994 (IHG). Shapiro, Alan C., Multinational Financial Management, 8th, John Wiley & Sons, New York 2006 Buckley, Adrian, Multinational Finance, Third Edition, Prentice Hall, New York 1996 (BA) Eun, Cheol S. and Resnick, Bruce G, International Financial Management, 4th Ed., McGraw Hill Irvin, 2007 Hull, John C., Options, Futures and other Derivative Securities, Third Edition, Prentice Hall, Englewood Cliffs, N.J., 1997. Don M. Chance, An Introduction to Derivatives, Fourth Edition, Dryden Press, Fort Worth, 1998. Poniachek, Harvey A., Ed., International Corporate Finance, Routledge, London & New York, 2013 (HAP). Poniachek, Harvey A., Ed., Cases in International Finance, Wiley 1993 Poniachek, Harvey A., International Financial Markets, Chapter 5, in Ingo Walter and Tracy Murray, Editors, Handbook of International Business, Second Edition, John Wiley & Sons, Inc. -
Base Prospectus
Base prospectus Final Terms for ISIN NO0010868318 Tomra Systems ASA FRN Senior Unsecured Open Bond Issue 2019/2022 Final Terms and the Base Prospectus dated 5 March 2020 together constitute the Base Prospectus for NO0010868318 Tomra Systems ASA FRN Senior Unsecured Open Bond Issue 2019/2022. The Base Prospectus contains complete information about the Issuer and the bond issue. The Base Prospectus is available on the Issuer's website https://www.tomra.com, or on the Issuer's visit address, Drengsrudhagen 2, 1385 Asker, or their successor (s). Asker/Oslo, 17 March 2020 Tomra Systems ASA Final Terms - Tomra Systems ASA FRN Senior Unsecured Open Bond Issue 2019/2022 ISIN NO0010868318 Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Base Prospectus clause 2 Definition, 15.1.2 Definition and in the attached Bond Terms for each bond issue. Set out below is the form of Final Terms which will be completed for each bond issue which are issued under the Base Prospectus. MiFID II product governance / Retail investors, professional investors and ECPs target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is eligible counterparties, professional clients and retail clients each as defined in Directive 2014/65/EU (as amended, “MiFID II”); (ii) all channels for distribution to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the notes to retail clients are appropriate – investment advice, portfolio management, non-advised sales and pure execution services – subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. -
Upsizing and Downsizing Your IPO
Upsizing and Downsizing Your IPO Posted by Charles M. Nathan, Latham & Watkins LLP, on Thursday July 29, 2010 Editor’s Note: Charles Nathan is Of Counsel at Latham & Watkins LLP and is co-chair of the firm’s Corporate Governance Task Force. This post is based on a Latham & Watkins Client Alert by Brian G. Cartwright, Alexander F. Cohen, Kirk A. Davenport and Joel H. Trotter. The reds have been printed; the deal is on the road; and the champagne is on ice. Now, all that is left is for the IPO investors to step up and buy the stock. It’s a tempting moment to relax — but an experienced deal lawyer knows better. This is the time to start preparing for the possibility that the deal will be wildly oversubscribed or will struggle mightily. In either case, the question that will shortly come your way is ―How much can the deal be upsized or downsized at pricing?‖ To answer that seemingly simple question, you will need to break it into three component parts: Was your registration statement accurate and complete as of the time it became effective? Have you provided investors with all the information they need to make an informed investment decision prior to confirming orders? Do you owe the SEC any additional filing fees? Getting to the bottom of these points is a surprisingly complex undertaking. The rules in this area are technical and not always intuitive, and you may be asked to make some difficult judgment calls under significant time pressure. The purpose of this Client Alert is to provide you with the tools you need to react quickly and wisely to questions about pricing outside the range when the moment of truth arrives. -
United States
Equity Capital Markets 2006/07 Country Q&A United States United States Stephen Giove, Danielle Carbone and Ferdinand Erker, Shearman & Sterling LLP www.practicallaw.com/0-203-1882 EQUITY CAPITAL MARKETS: GENERAL Requirements for registration 1. Please give a brief overview of the equity market in your ju- Public offerings of securities must be registered under the risdiction. Has it been active? What were the large deals over Securities Act of 1933 (Securities Act). Registration is the past year? accomplished by publicly filing a registration statement with the SEC and the SEC declaring the registration statement effective. A registration statement contains two parts: Overall activity in the US equity markets has increased signif- icantly over the last several years. Although there were fewer ■ A prospectus, which is the main marketing document for the than 90 initial public offerings (IPOs) in 2003, there were offering (see Questions 8 to 12). more than 200 in each of 2004 and 2005. The aggregate value of IPOs has also increased significantly, from over ■ Other technical information that is made public but is not US$17 billion (about EUR13.5 billion) in 2003 to more than distributed to investors, including undertakings by the com- US$36 billion (about EUR28.5 billion) in 2005, although pany and exhibits. 2005 was down from more than US$46 billion (about EUR36.4 billion) offered in 2004. The results for the first half If the offered securities will be listed on an exchange, a separate of 2006 − over 100 completed IPOs with an aggregate value registration statement must be filed with the SEC under the of over US$20 billion (about EUR15.87 billion) − are slightly Securities Exchange Act of 1934 (Exchange Act). -
Trade Finance and Smes
Trade finance and SMEs Bridging the gaps in provision Cover photo: Makaibari Tea Estate factory in Kurseong, Darjeeling. Trade finance and SMEs Bridging the gaps in provision Disclaimer This publication and any opinions reflected therein are the sole responsibility of the WTO Secretariat. They do not purport to reflect the opinions or views of members of the WTO. Contents Foreword by WTO Director-General Roberto Azevêdo 4 Summary 6 Introduction 8 Chapter 1 – Trade finance in brief 10 Chapter 2 – The importance of trade finance 14 Chapter 3 – Quantifying the financing gap in developing 20 countries Chapter 4 – Current efforts to address trade finance 28 issues in developing countries Recommendations 36 Bibliography 38 Abbreviations 40 TRADE FINANCE AND SMES | 3 Foreword by WTO Director-General Roberto Azevêdo The availability of finance is essential for a The availability of trade finance is often cited healthy trading system. Today, up to 80 per cent by businesses around the world – particularly of global trade is supported by some sort of SMEs – as a major barrier to their capacity financing or credit insurance. However, there are to trade. We should hear this call and act significant gaps in provision and therefore many to improve provision. Indeed, I believe that companies cannot access the financial tools there are a number of steps we can take. that they need. Without adequate trade finance, opportunities for growth and development This report looks at these issues in detail. are missed; businesses are deprived of It brings together recent surveys and the fuel they need to trade and expand. -
International Trade and Investment: Two Perspectives
ESSAYS IN INTERNATIONAL FINANCE No. 143, July 1981 INTERNATIONAL TRADE AND INVESTMENT: TWO PERSPECTIVES MARINA v. N. WHITMAN INTERNATIONAL FINANCE SECTION DEPARTMENT OF ECONOMICS PRINCETON UNIVERSITY Princeton, New,Jersey This is the one hundred and forty-third number in the series ESSAYS IN INTERNATIONAL FINANCE, published from time to time by the International Finance Section of the Department of Economics of Princeton University. The author, Marina v. N. Whitman, is Vice-President and Chief Economist of the General Motors Corporation. She has served as a member of the Price Commission and the Council of Economic Advisers and was for many years Distinguished Public Service Professor of EconoMics at the University of Pittsburgh. In addition to articles in various professional journals, she is the author of REFLECTIONS OF INTERDEPENDENCE: ISSUES FOR ECONOMIC THEORY AND U.S. POLICY (1979). This is her fifth contribution to the various series published by the International Finance Section. It was presented as the Frank D. Graham Memorial Lecture at Princeton University on March 5, 1981. The Section sponsors the essays in this series but takes no further responsibility for the opinions expressed in them. The writers are free to develop their topics as they wish. PETER B. ICENEN, Director International Finance Section ESSAYS IN INTERNATIONAL FINANCE No. 143, July 1981 INTERNATIONAL TRADE AND INVESTMENT: TWO PERSPECTIVES MARINA v. N. WHITMAN INTERNATIONAL FINANCE SECTION DEPARTMENT OF ECONOMICS PRINCETON UNIVERSITY Princeton, New Jersey INTERNATIONAL FINANCE SECTION EDITORIAL STAFF Peter B. Kenen, Director Ellen Seiler, Editor Linda Wells, Editorial Aide Kaeti Isaila, Subscriptions and Orders Library of Congress Cataloging in Publication Data Whitman, Marina von Neumann.