ch 20 Flashcards
mini max
A mini-max agreement is a type of best efforts underwriting agreement. In a best efforts agreement, the underwriters are not purchasing unsold shares from the issuer. There are two components to a mini-max agreement. The first sets a floor, or minimum, amount the issuer needs to raise to move forward with the underwriting, and the other sets a ceiling, or maximum, dollar amount of securities the issuer is willing to sell.
official statement
The official statement, which is the disclosure document used in new municipal offerings, will describe the issue’s financial condition in detail.
total takedown
The total takedown has two components: concession and additional takedown.
good faith deposit
In a municipal bond underwriting, the good faith deposit is submitted by a potential syndicate as earnest money. If the syndicate is not awarded the issue, the check is returned. If the syndicate is awarded the issue, the money is applied against the payment. However, if the syndicate fails to carry out the provisions of the underwriting, the money is retained by the issuer. If you have ever bought or sold a house, this is comparable to the earnest money deposit turned in by the buyer with the offer.
Rule 144
Restricted shares under Rule 144 are considered illiquid until the restriction is lifted. They may never be used to cover short calls because the shares, due to the restriction, could not be sold if the owner of the calls were to exercise the right to buy the stock. There is a de minimis exemption from the filing of a Form 144, but that is limited to 5,000 shares.
Eastern syndicate/account
In an undivided (Eastern) syndicate, each member is responsible for its portion of the offering regardless of how many bonds it has already placed. If the member was liable for 10% of the issue’s original dollar value, it is committed to take down 10% of any bonds remaining unsold (10% of $1 million equals $100,000).
competitive bid bond sale
In a competitive bid bond sale, the winning bid is the one that provides the issuer with the lowest net interest cost. If the syndicate pays the issuer more than par for the bonds, the issuer is taking in more money than it must pay out at maturity. Therefore, its net interest cost is lower than the 6% coupon on the bonds.
primary market
- issuer transactions: the issuer receives the the proceeds generated by the sale of securities
- these shares have never been issued to the public before
- IPO
- Additional Primary Offering (APO): authorized but unissued shares. Follow on offering
secondary market
- nonissue transactions: proceeds go to investors rather than the issuer
new issue participants
- issuer
- underwriter
issuer
- firm selling securities to raise money
- must file a registration statement with the SEC.
- supply sufficient info about security and corporation
- 20 cooling off period while SEC reviews
- SEC foes not guarantee adequacy of the prospectus
- supply sufficient info about security and corporation
- after SEC review, the underwriter holds DD meeting
underwriter
- BD specializing in investment banking
- act as principal and take on financial liability
- functions might include:
- best ways to raise long term cap
- raising cap for issuers by distributing new securities
- buying securities from issuers and reselling them to the public
- dustributing large blocks of stocks to the public and institutions
- helping issuers comply with securities laws - holds DD meeting (prelim studies, investigations, research, meetings and compilations of info about corp and new issue)
- must conduct formal DD to provide info on issuer’s financial background, intended use of proceeds
- for muni revenue bonds, DD includes a feasibility study
- do not loan money
- underwriters of corporate securities must be FINRA members
- underwriters of muni securities must be MSRB members
underwriting manager or syndicate manager
- investment banker who negotiates with the issuer
- responsible for keeping the books and managing the account
- settlement is 30 calendar days after the issuer delivers the securities to the syndicate
- max length of time for the syndicate to exist is 30 calendar days
- there can be more than 1 manager
syndicate
- group of underwriters foamed to purchase/underwrite a new issue
- organized to share risks, obtain sufficient cap, and broaden distribution channel
- make financial commitment
firm commitment offering
- all syndicate members commit to purchase from the issuer and then distribute an agreed on amount of the issue
- most common
- underwriters assume financial risk
syndicate agreement or letter
- describes the syndicate members responsibilities and allocation of profits
negotiated underwriting
- issuer and investment banker negotiate the offering terms including amount of securities to be offered, offering price or yield and underwriting fees
- standard in corp securities
competitive bid underwriting
- standard for GO muni securities, often required by state law
- invite investment bankers to bid for new issue
- issue awards the securities to the underwriter whose bid results in the lowest net interest cost (or true cost) to the issuer