Ch 2 Deck 2 Flashcards
Offering in which issuer solicits bids for the offer and chooses an underwriter
Competitive Offering
Competitive Offerings are more common for
Municipal offerings
In Competitive offerings, underwriters are chosen by
lowest net interest cost
Shelf registrations are often filed when
market conditions are not favorable for an initial public offering to occur
type of registration in which an issuer may carry out all the necessary registration procedures ahead of time then wait for favorable conditions
shelf registration
Rule 415(a) imposes a 3 year time limitation on shelf offerings of what types?
- Mortgage-backed debt offerings
- Continuous offerings lasting more than 30 days
- Offerings by S-3/F-3 issuers
Rule 415(a) imposes a 2 year time limit on shelf registrations of what type?
Business combinations
Who is eligible for an automatic shelf registration?
S-3 filers (by checking box on form)
Type of securities for which a shelf registration be used
both Debt and Equity
PIPE investors are allowed to trade in the stock after the close of the deal if
an 8-K has been filed after close
Shares sold in a PIPE transaction are typically sold at a
discount to market price
agreement by the underwriter to buy the shares of an offering at a discount and resell them to investors at a public offering price.
Firm Commitment
Underwriter is responsible for the marketing and sale of the securities in a
Firm Commitment agreement
Who assumes all risk of offering in Firm Commitment underwriting
Underwriter
underwriter does not guarantee all shares will be sold in a
Best efforts commitment
underwriter must sell a minimum number of shares or the offering is cancelled in a
Mini-max
In a Mini-max agreement after the minimum number of shares sold is met, the remaining shares are sold
on a best-efforts basis
either the underwriter sells all the shares or the offering is voided
All-or-none (AON)
Rule 15c2-4 requires payments to be escrowed for securities in an independent bank for what types of offerings?
“All or None” and “Mini-max”
Under Rule 15c2-4, escrowed payments for securities are sent to issuer if
- terms of offering are met
2. all the specified shares are sold within a specified time period
Under Rule 15c2-4, if terms of the offering are not met, escrowed payments of securities
will be returned to the investors
Under Rule 15c2-4, broker dealers must transmit
money promptly when making a trade
underwriting type used to allow shareholders to retain proportional ownership in an issue of additional stock
standby underwriting (in conjunction with a rights offering)
to allow proportional ownership, stock is offered to existing shareholders
at a discount before the follow on offering
a firm commitment to buy up any shares that were not bought (in a rights offering designed to allow proportional ownership) in a firm commitment.
Standby underwriting
Lead underwriter otherwise known as
managing underwriter
book runner
book manager
opposite of firm commitment offering is
best efforts offering
Two types of best efforts underwriting
Mini Max (Part or none) All or none
Under 15c2-4 the escrow agent for best efforts offerings may invest in
bank accounts
bank money market accounts
short term CDs issued by the bank
short term securities issued by the US Government
Under 15c2-4 the escrow agent for best efforts offerings may not invest in
money market funds Corporate equity or debt securities Repurchase agreements Banker acceptances Commercial paper Municipal securities
Under 15c2-4 prompt delivery of payment from prospective purchasers to the escrow agent means
By noon of the next business day after receipt
Under 15c2-4 escrow agent must be
a US commercial bank that is unaffiliated with either the issuer or the underwriter
a rights offering occurs right before
a follow-on offering
What is the risk of the selling group?
NO financial risk, only a benefit if they sell
Public company raises funds by selling shares in a public offering
Private Investment in Public Equity
PIPE stands for
Private Investment in Public Equity
Because a PIPE is a private transaction it does not need to be registered
before the deal closes
Most companies register PIPE’s after the deal closes so that
the investors are not subject to resale restrictions
After a PIPE transaction closes, companies typically file
an 8-K form
Filing an 8-K form after a PIPE transactions to disclose
any material non-public information that was revealed to the PIPE investors
Revealing material non-public information that was revealed to the PIPE investors with an 8-K after the transaction allows
investors to not be precluded from trading in the stock after the close of the deal (because of insider trading restrictions)
Prior to investing in a PIPE, many investors will require assurance that
an 8-K will be filed after the close of the deal
What effect can a PIPE transaction have on earnings per share?
A dilutive effect
Because of possible dilution, PIPE issuers are required by file a notification form by NASDAQ if the transaction resulted in
an increase of 5% or more of the shares outstanding
If a PIPE issuer is required to file a notification form because the transaction resulted in an increase of 5% or more of the shares outstanding (dilution), they must file it within
10 days of the closing
What is the limit on the number of shares that can be sold in a PIPE transaction?
There is no limit
NASDAQ and the exchanges require that if a company sells more than 20% of its outstanding common stock in a PIPE transaction, the shares must be sold
at or above the fair market price unless the company obtains shareholder approval.
If a company issuing a PIPE is not selling more than 20% of its outstanding common stock, the shares can be sold
at either above or below the market price
Shares sold in a PIPE transaction are typically sold at a
discount to the market price
