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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 -
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. -
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 -
Subordinated Debt As Bank Capital: a Proposal for Regulatory Reform
Subordinated debt as bank capital: A proposal for regulatory reform Douglas D. Evanoff and Larry D. Wall Introduction and summary probability that a greater reliance on market discipline Last year, a Federal Reserve Study Group, in which will cause a temporary market disruption. Addition- we participated, examined the use of subordinated ally, history shows that introducing reforms during debt as a tool for disciplining bank risk taking. The relatively tranquil times is preferable to being forced 2 study was completed prior to the passage of the 1999 to act during a crisis. U.S. Financial Services Modernization Act and the Perhaps the most important reason that now may results are reported in Kwast et al. (1999). The report be a good time to consider greater reliance on subor- provides a broad survey of the academic literature on dinated debt is that international efforts to reform subordinated debt and of prevailing practices within existing capital standards are highlighting the weak- the current market for subordinated debt issued by nesses of the alternatives. In 1988, the Basel Committee banking organizations. Although the report discusses on Banking Supervision published the International a number of the issues to be considered in developing Convergence of Capital Measurement and Capital a policy proposal, providing an explicit proposal was Standards, which established international agreement 3 not the purpose of the report. Instead, it concludes on minimum risk-based capital adequacy ratios. The with a call for additional research into a number of paper, often referred to as the Basel Capital Accord, related topics. relied on very rough measures of a banks credit risk In this article, we present a proposal for the use exposure, however, and banks have increasingly en- of subordinated debt in bank capital regulation. -
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. -
Mortgage Covered Bonds
COVERED BONDS CREDIT OPINION Deutsche Pfandbriefbank AG - Mortgage 12 July 2019 Covered Bonds New Issue Update to New Issue Report, reflecting data as of 31 March 2019 - German covered bonds Ratings Closing date Exhibit 1 September 2001 Cover Pool (€) Ordinary Cover Pool Assets Covered Bonds (€) Rating 19,855,385,490 Commercial mortgage loans 17,159,274,896 Aa1 TABLE OF CONTENTS Ratings 1 Source: Moody's Investors Service Summary 1 Credit strengths 1 Summary Credit challenges 2 The covered bonds issued by Deutsche Pfandbriefbank AG (the issuer) under the Deutsche Key characteristics 3 Pfandbriefbank AG - Mortgage Covered Bonds programme are full recourse to the issuer and Covered bond description 3 are secured by a cover pool of assets consisting of commercial assets (73.7%), multi-family Covered bond analysis 4 assets (19.4%), supplementary assets (6.8%) and residential assets (0.1%). Cover pool description 8 Cover pool analysis 11 Credit strengths include the full recourse of the covered bonds to the issuer and support Methodology and monitoring 13 provided by the German legal framework for Pfandbriefe, which provides for the issuer's Appendix: Income underwriting and regulation and supervision. valuation 14 Moody's related publications 15 Credit challenges include the high level of dependency on the issuer. As with most covered bonds in Europe, there are few restrictions on the future composition of the cover pool. 56.4% of the commercial mortgages have bullet repayment. Analyst Contacts Francesca Falconi +44.20.7772.1667 Our credit analysis takes into account the cover pool's credit quality, which is reflected in Analyst the collateral score of 6.8%, and the current over-collateralisation (OC) of 17.1% (on an [email protected] unstressed present value basis) as of 31 March 2019. -
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. -
Infrastructure Financing Instruments and Incentives
Infrastructure Financing Instruments and Incentives 2015 Infrastructure Financing Instruments and Incentives Contact: Raffaele Della Croce, Financial Affairs Division, OECD Directorate for Financial and Enterprise Affairs [Tel: +33 1 45 24 14 11 | [email protected]], Joel Paula, Financial Affairs Division, OECD Directorate for Financial and Enterprise Affairs [Tel: +33 1 45 24 19 30 | [email protected]] or Mr. André Laboul, Deputy-Director, OECD Directorate for Financial and Enterprise Affairs [Tel: +33 1 45 24 91 27 | [email protected]]. FOREWORD Foreword This taxonomy of instruments and incentives for infrastructure financing maps out the investment options available to private investors, and which instruments and incentives are available to attract private sector investment in infrastructure. The coverage of instruments is comprehensive in nature, spanning all forms of debt and equity and risk mitigation tools deployed by governments and agents. While the taxonomy is meant to capture all forms of private infrastructure finance techniques, a focus of this work is to identify new and innovative financing instruments and risk mitigation techniques used to finance infrastructure assets. Part I of this report provides the foundation for the identification of effective financing approaches, instruments, and vehicles that could broaden the financing options available for infrastructure projects and increase as well as diversify the investor base, potentially lowering the cost of funding and increasing the availability of financing in infrastructure sectors or regions where investment gaps might exist. Part II identifies the range of incentives and risk mitigation tools, both public and private, that can foster the mobilisation of financing for infrastructure, particularly those related to mitigating commercial risks. -
The Euro Bond Market, July 2001
THE EURO BOND MARKET July 2001 THE EURO BOND MARKET July 2001 © European Central Bank, 2001 Address Kaiserstrasse 29 D-60311 Frankfurt am Main Germany Postal address Postfach 16 03 19 D-60066 Frankfurt am Main Germany Telephone +49 69 1344 0 Internet http://www.ecb.int Fax +49 69 1344 6000 Telex 411 144 ecb d All rights reserved. Reproduction for educational and non-commercial purposes is permitted provided that the source is acknowledged. ISBN 92-9181-225-0 Contents 1. Introduction 5 2. Executive summary 6 3. Trends in the market 8 3.1. Primary market 8 3.1.1. Overall developments in the supply of bonds 8 3.1.2. Sovereign issuance 9 3.1.3. Non-sovereign issuance 18 3.2. Trends in the secondary market 23 3.2.1. Geographical diversification within the euro area 23 3.2.2. Diversification into the "credit" sector 24 3.2.3 Adjustments to euro area-wide benchmarks 25 3.3. Developments in the derivatives markets 25 3.3.1. Bond futures 25 3.3.2. Interest rate swaps 26 4. Developments in market structure and infrastructure 27 4.1. European retail markets 27 4.2. Wholesale electronic markets 27 4.3. The integration of clearing and security settlement systems 29 4.3.1. The situation on the clearing side 30 4.3.2. The situation on the settlement side 30 5. Prospects for further integration 31 5.1. Early expectations and bond yield developments since the introduction of the euro 31 5.2. Remaining barriers to integration 31 Annex 1 Pfandbriefe in the euro area 33 Annex 2 Glossary 35 Annex 3 Co-ordination of studies 42 ECB • Euro Bond Market • July 2001 3 The following country abbreviations are used in the report: AT Austria BE Belgium DE Germany DK Denmark ES Spain FI Finland FR France GR Greece IE Ireland IT Italy LU Luxembourg NL Netherlands PT Portugal SE Sweden UK United Kingdom US United States 4 ECB • Euro Bond Market • July 2001 1.