Chapter
Fifteen
Raising Capital
© 2003 The McGraw-Hill Companies, Inc. All rights reserved.
15.1
Chapter Outline
 The Financing Life Cycle of a Firm: Early-Stage
Financing and Venture Capital
 The Public Issue
 The Basic Procedure for a New Issue
 The Cash Offer
 The Decision to Go Public
 New Equity Sales and the Value of the Firm
 The Cost of Issuing Securities
 Rights
 Dilution
 Issuing Long-Term Debt
15.2
Venture Capital 15.1
 Private financing for relatively new businesses in
exchange for stock
 Usually entails some hands-on guidance
 The ultimate goal is usually to take the company
public and the venture capitalists will benefit from
the capital raised in the IPO
 Many venture capital firms are formed from a group
of investors that pool capital and then have partners
in the firm decide which companies will receive
financing
 Some large corporations have a venture capital
division
15.3
Choosing a Venture Capitalist
 Look for financial strength (resources and financial
reserves for additional financing stages)
 Choose a VC that has a management style that
is compatible with your own (involved in day-to-day
operations or monthly reports)
 Obtain and check references (have the venture
capitalists been successful with other firms?)
 What contacts does the VC have? (contacts with
potential important customers and suppliers)
 What is the exit strategy? (under what circumstances
will venture capitalists “cash-out” of the business?)
15.4
The Public Issue 15.2
 Public issue – the creation and sale of
securities that are intended to be traded on
public markets
 All companies listed on the TSX come under
the Ontario Securities Commission’s (OSC)
jurisdiction
 The Canadian Securities Administration
(CSA) coordinates across provinces.
15.5
Alberta Securities Commission
 The Alberta Securities Commission (ASC) is the industryfunded organization responsible for overseeing the capital
market in Alberta. The Commission administers the Alberta
Securities Act, the Securities Regulation and Alberta
Securities Commission Rules.
 This legislation is designed to ensure that:
- Alberta’s capital market operates fairly and efficiently for
participants
- that investors have timely, accurate information on which to
base investment decisions
- those who sell securities in Alberta are registered and that they
conduct themselves according to applicable laws and
professional standards.
15.6
Selling Securities to the Public 15.3
 Management must obtain permission from the Board
of Directors
 Firm must prepare and distribute copies of a
preliminary prospectus (red herring) to the Securities
Commissions in the jurisdictions where they want to
sell the shares
Prospectus: is a legal document describing details of the issuing
corporation and the proposed offering to potential investors
15.7
Selling Securities to the Public (cont.)
 The Securities Commissions study the preliminary
prospectus and notify the company of any
deficiencies (usually takes a minimum of 2 weeks)
 When the prospectus is approved by the Securities
Commissions, the price is set and the securities
dealers can begin selling the new issue
15.8
Underwriters 15.4
 Services provided by underwriters
 Formulate method used to issue securities
 Price the securities
 Sell the securities
 Syndicate – group of underwriters that market the
securities and share the risk associated with selling
the issue
 Spread – difference between what the syndicate pays
the company and what the security sells for in the
market
15.9
Firm Commitment Underwriting




Also called a “bought deal”
Issuer sells entire issue to underwriting syndicate
The syndicate then resells the issue to the public
The underwriter makes money on the spread between
the price paid to the issuer and the price received
from investors when the stock is sold
 The syndicate bears the risk of not being able to sell
the entire issue for more than the cost
 Most common type of underwriting in Canada
15.10
Best Efforts Underwriting
 Underwriter sells as much of the issue as possible,
but can return any unsold shares to the issuer without
financial resposibility
 Underwriter must make their “best effort” to sell the
securities at an agreed-upon offering price
 The company bears the risk of the issue not being
sold
 The offer may be pulled if there is not enough
interest at the offer price. In this situation, the
company does not get the capital and they have still
incurred substantial flotation costs
15.11
Overallotment Option
 Overallotment Option / Green Shoe provision
 Allows syndicate to purchase an additional 15% of the
issue from the issuer
 Allows the issue to be oversubscribed and covers
excess demand
 The overallotment option is a benefit to the
underwriting syndicate and a cost to the issuer
15.12
IPO Underpricing 15.5
 Initial Public Offering – IPO
 May be difficult to price an IPO because there
isn’t a current market price available
 Additional asymmetric information associated
with companies going public
 Underwriters want to ensure that their clients
earn a good return on IPOs on average
 Underpricing causes the issuer to “leave
money on the table” (i.e., reduces the proceeds
received by the original owners)
15.13
Why does underpricing exist?
 Much of the apparent underpricing is attributable to
the smaller, more highly speculative (i.e., very risky
investments) issues. Thus, these issues must be
significantly underpriced in order to attract investors.
 When the price is too low, the issue is often
oversubscribed. This, means investors cannot buy all
the shares they want, and the underwriters allocate
the shares among investors.
15.14
New Equity Issues and Price
 Stock prices tend to decline when new equity
is issued
 Possible explanations for this phenomenon
 Managerial information and signaling (e.g. issue
new stock when the firm’s stock is overvalued)
 Debt usage and signaling (issue new stock because
the firm has too much debt or not enough liquidity)
 Issue costs (e.g. flotation costs)
15.15
New Equity Issues and Price (cont.)
 Since the drop in price can be significant and
much of the drop may be attributable to
negative signals, it is important for
management to understand the signals that are
being sent and try to reduce the effect when
possible
15.16
The Cost of Issuing Securities 15.7
 Spread – the difference between the price the issuer
receives and the offer price
 Other direct expenses – legal fees, filing fees, etc.
 Indirect expenses – opportunity costs, i.e.,
management time spent working on issue
 Abnormal returns – price drop on existing stock (3%)
 Underpricing – below market issue price on IPOs
 Overallotment (Green Shoe) option – cost of
additional shares that the underwriter can purchase at
the offer price after the issue has gone to market
15.17
Rights Offerings: Basic Concepts 15.8
 More correct name is the Pre-emptive Right
 A Rights Offeing is an issue of new common stock
offered to existing shareholders
 A Rights Offer allows current shareholders avoid the
dilution that occurs with a new stock issue, since they
are able to purchase a pro rata share of the new issue
 One “Right” is given for each common stock owned.
The Right will:
 Specify number of shares that can be purchased
 Specify purchase price
 Specify time frame
 Rights usually trade on the same exchange as the
company’s stock
15.18
Dilution 15.9
 Dilution is a loss in value for existing shareholders
 Percentage ownership – if the firm sells new shares, the
old shareholder’s proportionate ownership goes down, if
they don’t buy an equal percentage of the new shares
offered.
 Example: Jill currently owns 5,000 shares in a firm with
50,000 shares outstanding. She thus owns 10% of the firm.
The firm then sells another 50,000 shares. If Jill does not
purchase any of the new shares, her ownership falls to 5%.
15.19
Dilution
 Market value – dilution (a drop in market price per share)
occurs when the firm accepts negative NPV projects,
thereby destroying shareholder wealth.
 Book value and EPS – both the book value per share and
the Earnings per Share (EPS) will drop when new common
stock is issued (since you divide by the # of outstanding
stocks)
15.20
Types of Long-term Debt 15.10
 Bonds – long-term debt
 May be sold through a public offering or a private placement
 Private issues
 Term loans
 Direct business loans from commercial banks, insurance
companies, etc.
 Maturities usually in the range of 1 – 5 years, although may be
much longer
 Term loans are usually repayable during the life of the loan
 Interest rate may be either fixed or floating rate
 Syndicated loan
 Loans made by a group (or syndicate) of banks and other
institutional investors
 Each bank has a separate loan agreement with the borrower
 A syndicated loan may be publicly traded
15.21
Types of Long-term Debt (cont.)
 Private placements
 Similar to term loans with longer maturity
 Easier to renegotiate than public issues
 Lower costs than public issues (since it does not require a full
prospectus)