Appendix 10 Glossary of Terms Related to Venture Capital and Other Private Equity Or Debt Financing
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Modification of the Warrants Pricing Model and Validation Analysis
International Journal of Business and Management February, 2008 Modification of the Warrants Pricing Model and Validation Analysis Jinlong Chen & Qinhong Li College of Business Administration, Huaqiao Unversity, Quanzhou 362021, China Tel: 86-595-2269 2437 E-mail: [email protected] Abstract Based on the previous study in this article, modified Black-Sholes model was more suitable for the domestic warrants price, and calculated 6 warrants’ price in the listed time, It also confirmed the rationality of the model comparing the pricing theory with the actual market price. The result of the computation of the modified warrant price model shows that though in the warrant market the realistic price deviates from theoretical price, the deviations of realistic and theoretical prices is smaller from May, 2006 to May, 2007. Keywords: Call warrants, Black-Sholes model, Market present status 1. Introduction Has been published since the Black-Sholes option valuation model (Black, Scholes, 1973) for its computation convenience and the theoretically consummation, it is widely applied. At the same time the researchers have studied it deeply because of its strict supposition and expanded its assumptions greatly and made it more realistic. Now the warrant pricing theory research is generally based on the B-S option valuation model. Merton relaxed the assumption on the risk-free interest rate as constant and the pricing model that allows rate is a random variable (Merton., 1973). Under the assumption of the effective capital market, Galai and Schneller (Galai, Schneller, 1987) put forward warrant pricing model considering the flow of the dilution effect through the analysis of single-phase and multi-phase framework and inspected that the warrants issued affected the firm value. -
Regulatory Notice 16-08
Regulatory Notice 16-08 Contingency Offerings February 2016 Private Placements and Public Offerings Subject Notice Type to a Contingency 00 Guidance Executive Summary Suggested Routing FINRA’s review of securities offering documents has revealed instances 00 Compliance in which broker-dealers have not complied with the contingency offering 00 Corporate Finance requirements of Rules 10b-9 and 15c2-4 under the Securities Exchange Act of 00 Legal 1934 (SEA). FINRA is publishing this Notice to provide guidance regarding the 00 Registered Representatives requirements of SEA Rules 10b-9 and 15c2-4 and to remind broker-dealers 00 Senior Management of their responsibility to have procedures reasonably designed to achieve 00 compliance with these rules. 1 Syndicate 00 Underwriting Questions regarding this Notice should be directed to: 00 Joseph E. Price, Senior Vice President, Corporate Financing/Advertising Key Topics Regulation, at (240) 386-4623 or [email protected]; 00 Bona Fide Purchases 00 00 Paul Mathews, Vice President, Corporate Financing, at (240) 386-4639 Contingency Offerings or [email protected]; or 00 Escrow 00 00 Josh Bandes, Senior Investigator, Corporate Financing, at (240) 386-5431 Net Capital or [email protected]. 00 Underwriting Background & Discussion Referenced Rules & Notices 00 Broker-dealers that participate in best efforts public and private securities FINRA Rule 2010 offerings that have a contingency (i.e., an underlying condition or qualification 00 Notice to Members 84-7 that must take place by a specified date prior to the issuer taking possession 00 Notice to Members 84-64 of the offering proceeds) must safeguard investors’ funds they receive until 00 Notice to Members 87-61 the contingency is satisfied. -
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 -
Goldman Sachs & Co. LLC Bofa Securities Cowen
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-236489 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus Supplement dated May 18, 2020 PROSPECTUS SUPPLEMENT (To prospectus dated February 18, 2020) $400,000,000 Common Stock We are offering up to $400,000,000 of our common stock in this offering. Our common stock is quoted on the Nasdaq Global Select Market under the symbol “BLUE.” On May 15, 2020, the last reported sale price of our common stock was $56.66 per share, as reported on the Nasdaq Global Select Market. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-13 of this prospectus supplement and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which is incorporated herein by reference. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions $ $ Proceeds, before expenses, to bluebird bio, Inc. -
A Roadmap to Initial Public Offerings
A Roadmap to Initial Public Offerings 2019 The FASB Accounting Standards Codification® material is copyrighted by the Financial Accounting Foundation, 401 Merritt 7, PO Box 5116, Norwalk, CT 06856-5116, and is reproduced with permission. This publication contains general information only and Deloitte is not, by means of this publication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte shall not be responsible for any loss sustained by any person who relies on this publication. As used in this document, “Deloitte” means Deloitte & Touche LLP, Deloitte Consulting LLP, Deloitte Tax LLP, and Deloitte Financial Advisory Services LLP, which are separate subsidiaries of Deloitte LLP. Please see www.deloitte.com/us/about for a detailed description of our legal structure. Certain services may not be available to attest clients under the rules and regulations of public accounting. Copyright © 2019 Deloitte Development LLC. All rights reserved. Other Publications in Deloitte’s Roadmap Series Business Combinations Business Combinations — SEC Reporting Considerations Carve-Out Transactions Consolidation — Identifying a Controlling Financial Interest Contracts on an Entity’s Own Equity -
Taronis Technologies Acquisition
Taronis Technologies Acquisition Continuing with build-and-buy strategy Alternative energy 5 February 2019 Taronis Technologies (formerly MagneGas) has continued with its ‘buy- and-build’ strategy, recently completing the acquisition of one of the Price US$2.99 largest remaining independent industrial gas and welding supply Market cap US$28m distributors in East Texas for $2.5m in cash. Together with the acquisitions completed during 2018, this takes the group closer to achieving its goal of Net cash (US$m) at end September 2018 0.9 creating a profitable platform for selling metal-cutting gases and Shares in issue (after 20:1 9.3m associated products. The cash generated from gas sales will be used to reverse share split) help commercialise its proprietary technology for renewable fuel Free float 99.9% gasification and water decontamination. Code MNGA Revenue EBITDA PBT* EPS* DPS EV/Sales Primary exchange NASDAQ Year end (US$m) (US$m) (US$m) (US$) (US$) (x) Secondary exchange N/A 12/16 3.6 (9.6) (10.3) (620.5)** 0.0 7.5 12/17 3.7 (10.3) (11.0) (306.2)** 0.0 7.3 Share price performance 12/18e 10.0 (11.5) (13.7) (4.29)** 0.0 2.7 12/19e 18.8 (5.6) (7.3) (0.79)** 0.0 1.4 Note: *PBT and EPS are normalised, excluding amortisation of acquired intangibles, exceptional items and share-based payments. **Adjusted for reverse share splits. Acquisition strengthens presence in key geography In January, Taronis completed the acquisition of a substantial independent industrial gas and welding supply distributor in East Texas, thus adding c $3.7m annualised sales and strengthening its retail network in the key Greater Texas region. -
Current Issues and Rulemaking Projects
NOVEMBER 14, 2000 CURRENT ISSUES AND RULEMAKING PROJECTS DIVISION OF CORPORATION FINANCE Securities and Exchange Commission Washington, D.C. 20549 The Securities and Exchange Commission disclaims responsibility for any private publication or statement of any of its employees. This outline was prepared by members of the staff of the Division of Corporation Finance and does not necessarily reflect the views of the Commission, the Commissioners or other members of the staff. TABLE OF CONTENTS [Asterisks mark substantive changes from the last version of this outline posted on the web site (July 25, 2000).] I.* DIVISION ORGANIZATION AND EMPLOYMENT OPPORTUNITIES II. MERGERS & ACQUISITIONS A. Regulation of Takeovers and Security Holder Communications B. Cross Border Tender Offers, Rights Offers and Business Combinations C.* Mini-Tender Offers and Tender Offers for Limited Partnership Units D. Current Issues 1. Investment Banking Firm Disclaimers 2. Identifying the Bidder in a Tender Offer 3. Schedule 13E-3 Filing Obligations of Issuers or Affiliates Engaged in a Going-Private Transaction III. ELECTRONIC FILING AND TECHNOLOGY A. EDGAR B. Electronic Delivery of Information C. Interpretive Release Relating to Use of Internet Web Sites to Offer Securities, Solicit Securities Transactions or Advertise Investment Services Offshore D. Roadshows IV. SMALL BUSINESS ISSUES A. Small Business Initiatives B. Small Business Rulemaking V. INTERNATIONALIZATION OF THE SECURITIES MARKETS A. Foreign Issuers in the U.S. Market B. Abusive Practices under Regulation S and Amendments to Regulation S C. International Accounting Standards D. International Disclosure Standards - Amendments to Form 20-F VI. OTHER PENDING RULEMAKING AND RECENT RULE ADOPTIONS A. Roadshows B. Proposed Amendments to Options Disclosure Document Rule C.* Financial Statements and Periodic Reports for Related Issuers and Guarantors D.* Delivery of Disclosure Documents to Households E.* Selective Disclosure and Insider Trading Rules VII. -
Constraining Dominant Shareholders' Self-Dealing: the Legal Framework in France, Germany, and Italy Pierre-Henri Conac University of Luxembourg
Fordham Law School FLASH: The Fordham Law Archive of Scholarship and History Faculty Scholarship 2007 Constraining Dominant Shareholders' Self-dealing: The Legal Framework in France, Germany, and Italy Pierre-Henri Conac University of Luxembourg Luca Enriques Harvard Law School Martin Gelter Fordham University School of Law, [email protected] Follow this and additional works at: http://ir.lawnet.fordham.edu/faculty_scholarship Part of the Business Organizations Law Commons, International Law Commons, and the Securities Law Commons Recommended Citation 4 ECFR 491 (2007) This Article is brought to you for free and open access by FLASH: The orF dham Law Archive of Scholarship and History. It has been accepted for inclusion in Faculty Scholarship by an authorized administrator of FLASH: The orF dham Law Archive of Scholarship and History. For more information, please contact [email protected]. Constraining Dominant Shareholders' Self-Dealing: The Legal Framework in France, Germany, and Italy by PIERRE-HENRI CONAc*, LUCA ENRIQUES**, MARTIN GELTER*** All jurisdictions supply corporations with legal tools to prevent or punish asset diversion by those, whether managers or dominant shareholders, who are in control. As previous research has shown, these rules, doctrines and re- medies arefar from uniform across jurisdictions,possibly leading to significant differences in the degree of investor protection they provide. Comparative research in this field is wrought with difficulty. It is tempting to compare corporate laws by taking one benchmark jurisdiction,typically the US, and to assess the quality of other corporate law systems depending on how much they replicate some prominent features. We take a different perspective and de- scribe how three major continental European countries (France, Germany, and Italy) regulate dominant shareholders' self-dealing by looking at all the possible rules, doctrines and remedies available there. -
Frequently Asked Questions About Initial Public Offerings
FREQUENTLY ASKED QUESTIONS ABOUT INITIAL PUBLIC OFFERINGS Initial public offerings (“IPOs”) are complex, time-consuming and implicate many different areas of the law and market practices. The following FAQs address important issues but are not likely to answer all of your questions. • Public companies have greater visibility. The media understanding IPOS has greater economic incentive to cover a public company than a private company because of the number of investors seeking information about their What is an IPO? investment. An “IPO” is the initial public offering by a company • Going public allows a company’s employees to of its securities, most often its common stock. In the share in its growth and success through stock united States, these offerings are generally registered options and other equity-based compensation under the Securities Act of 1933, as amended (the structures that benefit from a more liquid stock with “Securities Act”), and the shares are often but not an independently determined fair market value. A always listed on a national securities exchange such public company may also use its equity to attract as the new York Stock exchange (the “nYSe”), the and retain management and key personnel. nYSe American LLC or one of the nasdaq markets (“nasdaq” and, collectively, the “exchanges”). The What are disadvantages of going public? process of “going public” is complex and expensive. • The IPO process is expensive. The legal, accounting upon the completion of an IPO, a company becomes and printing costs are significant and these costs a “public company,” subject to all of the regulations will have to be paid regardless of whether an IPO is applicable to public companies, including those of successful. -
Some Thoughts on Stock Dilution Part 1 $TPB
Some Thoughts on Stock Dilution Part 1 $TPB Note: this article started out as one article, but I decided to split it into two separate articles and link the two of them to 1) make it easier to link to specific ideas in the future, 2) break up what was becoming a long article, and 3) because #pageviews. You can find Part 2 here. I spent a good deal of time last week looking at Turning Point Brands (TPB). It’d been on my list for a while (from this VIC write up), and the upcoming close of the Reynolds / British American Tobacco deals plus some press around smokeless tobacco made me want to look a bit deeper. And I found a lot to like: 1. Roll up opportunity: TPB seemed to have all the makings of an interesting platform / acquisition company. They operated in a very fragmented industry, and the early results from their recent acquisitions seemed to indicate they were not only buying at attractive prices but also had the opportunity for pretty large synergies with their purchases through significantly expanding their distribution. a. TPB is controlled by Standard General, who made a fortune pursuing a similar strategy with Media General, so there’s some trust that the controlling shareholder would be very focused on generating strong shareholder returns and had experience pursuing the roll up strategy. b. Management mentioned several times that they had a great “plug and play” opportunity to leverage their SG&A while increasing distribution. c. TPB also had a decent amount of NOLs ($39m), which would boost cash flow and allow for more acquisitions. -
0411 NOVDEC Corpbd.Indd
The Real IMPACT Of Stock Dilution by Aaron Brown and Brian Cumberland While the business press looks at the issue Typically, dilution is calculated by adding up all the of stock options from the executive pay and stock outstanding under employee stock plans and expensing angle, large investors are more con- any stock available for future awards under such cerned with options’ “overhang” impact—how plans. This is then divided by the company’s com- big mega-option plans could dilute their share mon shares outstanding. This overhang calculation holdings. The authors suggest that boards look is commonly used by investors, Wall Street analysts, beyond basic overhang measures to judge the company management, and corporate boards to help options’ true “IMPACT.” understand the impact of employee stock programs on shareholders. During the 1980s and 1990s, stock options were virtually an “inalienable right” for many workers Institutional investors today look far more throughout the U.S. This mind-set started with the closely at measures of whether a stock pro- investment community and spread to Corporate gram is excessive, liberal, costly or excessively America. Executives needed some tie to shareholders dilutive. and the best alternative from an accounting perspec- tive was stock options. Advisory groups are providing advice to insti- While shareholders rode the bandwagon of align- tutions on how to vote for company-sponsored ing management with themselves, the proportionate proposals to increase stock available for employee interest of their shares was being diluted, sometimes compensation programs. For example, Institutional as much as five percent or more annually. Not only Shareholder Services (ISS) weighs both shareholder did companies have to beat historical growth, but value transfer and voting power dilution, and overall they also had to beat the annual dilution from their dilution must be in line with industry norms with stock programs. -
Capital Markets, Securities Offerings, and Related Policy Issues
Capital Markets, Securities Offerings, and Related Policy Issues Eva Su Analyst in Financial Economics July 26, 2018 Congressional Research Service 7-5700 www.crs.gov R45221 Capital Markets, Securities Offerings, and Related Policy Issues Summary U.S. capital markets are the largest and considered to be the most efficient in the world. Companies rely heavily on capital access to fund growth and create jobs. As the principal regulator of U.S. capital markets, the Securities and Exchange Commission (SEC) requires that offers and sales of securities either be registered with the SEC or be undertaken with an exemption from registration. Registered securities offerings, often called public offerings, are available to all types of investors and have more rigorous disclosure requirements. By contrast, securities offerings that are exempt from SEC registration are referred to as private offerings and are mainly available to more sophisticated investors. Some policymakers have concluded that changes in market trends require updated regulations governing capital access. Specifically, the number of publicly listed U.S. companies has declined by half over the last two decades, and small- to medium-sized companies are said to have more difficulty accessing capital relative to larger companies. Additionally, new capital access tools not previously part of the SEC regulatory regime, such as crowdfunding and initial coin offerings, have emerged. These new tools are especially helpful for small businesses and startups. The bipartisan Jumpstart Our Business Startups Act of 2012 (JOBS Act; P.L. 112-106) scaled regulation for smaller companies and reduced regulations in general for certain types of capital formation. It established a number of new options to expand capital access through both public and private offerings, including a new provision for crowdfunding.