Chapter16
•Raising Capital
McGraw-Hill/Irwin
Copyright © 2006 by The McGraw-Hill Companies, Inc. All rights reserved.
Key Concepts and Skills
• Understand the venture capital market and
its role in financing new businesses
• Understand how securities are sold to the
public and the role of investment bankers
• Understand initial public offerings and the
costs of going public
16-1
Chapter Outline
• The Financing Life Cycle of a Firm: Early-Stage
Financing and Venture Capital
• Selling Securities to the Public: The Basic Procedure
• Alternative Issue Methods
• Underwriters
• IPOs and Underpricing
• New Equity Sales and the Value of the Firm
• The Cost of Issuing Securities
• Rights
• Dilution
• Issuing Long-Term Debt
• Shelf Registration
16-2
Venture Capital
• Private financing for relatively new businesses in
exchange for stock
• Usually entails some hands-on guidance
• The company should have an “exit” strategy
• Sell the company – VC benefits from proceeds from
sale
• Take the company public – VC benefits from IPO
• Many VC 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 VC division
16-3
Choosing a Venture Capitalist
• Look for financial strength
• Choose a VC that has a management style
that is compatible with your own
• Obtain and check references
• What contacts does the VC have?
• What is the exit strategy?
16-4
Selling Securities to the Public
• Management must obtain permission from the
Board of Directors
• Firm must file a registration statement with the SEC
• SEC examines the registration during a 20-day
waiting period
• A preliminary prospectus, called a red herring, is
distributed during the waiting period
• If there are problems, the company is allowed to
amend the registration and the waiting period
starts over
• Securities may not be sold during the waiting period
• The price is determined on the effective date of the
registration
16-5
Table 16.1 - I
16-6
Table 16.1 - II
16-7
Underwriters
• Services provided by underwriters
•
•
•
•
Formulate method used to issue securities
Price the securities
Sell the securities
Price stabilization by lead underwriter
• Syndicate – group of investment bankers 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
initially in the market
16-8
Firm Commitment Underwriting
• 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 the United
States
16-9
Best Efforts Underwriting
• 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 and the company does
not get the capital and they have still incurred
substantial flotation costs
• Not as common as it used to be
16-10
Dutch Auction Underwriting
• Underwriter accepts a series of bids that include
number of shares and price per share
• The price that everyone pays is the highest price
that will result in all shares being sold
• There is an incentive to bid high to make sure
you get in on the auction but knowing that you
will probably pay a lower price than you bid
• The Treasury has used Dutch auctions for years
• Google was the first large Dutch auction IPO
16-11
Green Shoes and Lockups
• Green Shoe provision
• Allows the syndicate to purchase an additional 15%
of the issue from the issuer
• Allows the issue to be oversubscribed
• Provides some protection for the underwriters as they
perform their price stabilization function
• Lockup agreements
• Restriction on insiders that prevents them from selling
their shares of an IPO for a specified time period
• The lockup period is commonly 180 days
• The stock price tends to drop when the lockup period
expires due to market anticipation of additional
shares hitting the street
16-12
IPO Underpricing
• Initial Public Offering – IPO
• May be difficult to price an IPO because there
isn’t a current market price available
• Private companies tend to have more
asymmetric information than companies that
are already publicly traded
• Underwriters want to ensure that, on average,
their clients earn a good return on IPOs
• Underpricing causes the issuer to “leave
money on the table”
16-13
Figure 16.2
16-14
Figure 16.3
16-15
Work the Web Example
• How have recent IPOs done?
• Click on the web surfer to go to the
Hoovers and follow the “IPO Central” link
• Look at the IPO Scorecard and Money Left on
the Table to see how much underpricing there
has been in recent issues
• What other information can you find on IPOs
at this site?
16-16
New Equity Issues and Price
• Stock prices tend to decline when new equity is
issued
• Possible explanations for this phenomenon
• Signaling and managerial information
• Signaling and debt usage
• Issue costs
• 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
16-17
Issuance Costs
• Spread
• 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
• Underpricing – below market issue price on IPOs
• Green Shoe option – cost of additional shares
that the syndicate can purchase after the issue
has gone to market
16-18
Rights Offerings: Basic Concepts
• Issue of common stock offered to existing
shareholders
• Allows current shareholders to avoid the dilution
that can occur with a new stock issue
• “Rights” are given to the shareholders
• Specify number of shares that can be
purchased
• Specify purchase price
• Specify time frame
• Rights may be traded OTC or on an exchange
16-19
The Value of a Right
• The price specified in a rights offering is
generally less than the current market price
• The share price will adjust based on the
number of new shares issued
• The value of the right is the difference
between the old share price and the “new”
share price
16-20
Rights Offering Example
• Suppose a company wants to raise $10
million. The subscription price is $20 and
the current stock price is $25. The firm
currently has 5,000,000 shares outstanding.
• How many shares have to be issued?
• How many rights will it take to purchase one
share?
• What is the value of a right?
16-21
Dilution
• Dilution is a loss in value for existing
shareholders
• Percentage ownership – shares sold to the
general public without a rights offering
• Market value – firm accepts negative NPV
projects
• Book value and EPS – occurs when marketto-book value is less than one
16-22
Types of Long-term Debt
• Bonds – public issue of long-term debt
• Private issues
• Term loans
• Direct business loans from commercial banks,
insurance companies, etc.
• Maturities 1 – 5 years
• Repayable during life of the loan
• Private placements
• Similar to term loans with longer maturity
• Easier to renegotiate than public issues
• Lower costs than public issues
16-23
Shelf Registration
• Permits a corporation to register a large issue with
the SEC and sell it in small portions
• Reduces the flotation costs of registration
• Allows the company more flexibility to raise money
quickly
• Requirements
• Company must be rated investment grade
• Cannot have defaulted on debt within last three
years
• Market value of stock must be greater than $150
million
• No violations of the Securities Act of 1934 in the
last three years
16-24
Quick Quiz
• What is venture capital and what types of firms
receive it?
• What are some of the important services provided by
underwriters?
• What type of underwriting is the most common in the
United States and how does it work?
• What is IPO underpricing and why might it persist?
• What are some of the costs associated with issuing
securities?
• What is a rights offering and how do you value a
right?
• What are some of the characteristics of private
placement debt?
• What is shelf registration?
16-25
普通股
2. 股東權益淨值與股價
過去表現
0
PMarket (市價)
展望未來
‧
彰顯過去
負債
流動資產
固定資產
股東權益：
股本
資本公積
保留盈餘
PBook (每股淨值)
帳面價值
流通在外股數
16-26
15-1
16-27
特別股
15-2
16-28
16-29
初次上市、上櫃
15-3
16-30
15-4
16-31
15-2
16-32
15-5
(15-1)
16-33
15-6
16-34
15-3
16-35
15-7
16-36
15-8
16-37
16-38
4. 初次上市、上櫃之行情
(1) 美國初次上市 (櫃) 概況
首次發行股票
80
60
%
40
20
0
-20 60 62 64 66 68 70 72 74 76 78 80 82 84 86
年份 ( 西元)
圖 15-4 美國公司上市之月平均報酬率 (1960~1987 年)
16-39
新上市股之超額報酬率
15.00
10.00
% 5.00
0.00
-5.00
0
2
4
6
8
10
12
14
16
18
20
22
24
月
圖 15-5 美國公司上市後之月超額報酬率 (1960~1969 年)
16-40
20%
15%
初次上市(櫃)
10%
對照組
5%
0%
1
2
3
4
5
上市(櫃)後之年度
圖 15-6 公司初次上市、上櫃後 5 年內之平均年報酬率
16-41
(2) 亞洲國家初次上市 (櫃) 概況
20%
15%
未現金增資
10%
現金增資
5%
0%
1
2
3
4
5
現金增資後之年度
圖 15-9 公司現金增資後 5 年內之平均年報酬率
16-42
台灣企業發行海外存託憑證
1. 海外融資與資本成本
%
邊際資本成本
A
MCC1
B
MCC 2
C
D
E
0
‧
K1
投資機會
IOS
‧
K2
資本
圖 15-10 國內與海外融資的資本成本
16-43
2. 海外存託憑證發行程序
存 託 憑 證 投 資 人
(9)
(12)
承
銷
商
(10)
(11)
存
國
外
國
內
保
託
(2)
管
銀
機
(3)
構
(1)
(11)
行
(8)
原 券 提 供 者
(發行公司或其股東)
上 市 發 行 公 司
(4)
(7)
(5)
(5)
經濟部投審會
證
(6)
期
中 央 銀 行
會
(6)
圖 15-11 海外存託憑證審核及發行作業流程
16-44
16-45
金融機構借款
16-46
3. 有價證券質押貸款 (Security Loans)
由證券所有人以質押的方式向金融機構借款，一般金融機構所接
受的證券包括公債、金融債券、共同基金、定期存單、公司股票
與債券。
4. 中長期貸款 (Term Loans)
(1) 聯合貸款 (Syndicated Credits)
由一或二家銀行主導放款業務，與數家銀行依約定之比例共同出資。
16-47
16-48
5. 融資公司借貸
「融資公司」的業務除了一般消費品、商業銷售、保險費等貸
款外，也放款給企業，而企業往往以應收帳款、存貨或第二
順位不動產作為擔保來借款。
16-49
票據融通
14-1
16-50
債券種類與契約限制
1. 債券種類
(1)
(2)
(3)
(4)
(5)
(6)
(7)
抵押債券 (Mortgage Bonds)
擔保債券 (Guaranteed Bonds)
信用債券 (Debenture)：
次級公司債 (Subordinated Debenture)
可收回債券 (Callable Bonds)
可賣回債券 (Putable Bonds)
收益公司債 (Income Debenture)
16-51
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
指數債券 (Indexed Bonds)
浮動利率債券 (Floating-Rate Bonds)
無息債券 (Zero-Coupon Bonds)
垃圾債券 (Junk Bonds)
抽獎債券 (Lottery Bonds)
實體資產債券 (Physical Asset Bonds)
可轉換公司債 (Convertible Bonds, CBs)
可交換公司債 (Exchangeable Bonds, CBs)
附認購權證公司債 (Bonds with Warrants)
16-52
14-2
16-53
債券市場概況與評等
16-54
16-55
16-56
14-1
16-57
14-2
16-58
專案融資 (Project Financing)
「專案融資」是由一家或數家企業出資從事特定的投資案，
但因未達所需之總金額，因而向金融機構借入資金，以便
進行投資。
1. 專案融資之基本運作
出資公司
營
出資 運 聯合貸款
公
司
專案
金融機構
掌握資產與收入
16-59
16-60
台灣中小企業的負債融資
16-61
14-3
16-62
Chapter16
•End of Chapter
McGraw-Hill/Irwin
Copyright © 2006 by The McGraw-Hill Companies, Inc. All rights reserved.