Chapter 1 Flashcards
Competitive Bidding & Negotiation
How the issuer chooses the syndicate manager.
Competitive bidding = debt/bond deal
issuer will award underwriting to the firm w the lowest cost
negotiated underwriting = equity offerings. Spread on new issue is determined through negotiations between issuer and managing UW
Primary functions of investment bankers
1) raise capital through issuance of securities and give advice on what security to issue
2) handle distributions of new issues. Investment banking firm will serve as the: underwriter, sponsor, distributor, and or syndicate members.
3) secondary distributions
4) advise corporations on mergers and acquisitions
Letter of intent
signed once the issuer selects the managing underwriter. It’s an understanding between an issuer and the underwriter that includes the terms prior to the time underwriting commences
Responsibilities of the syndicate manager (ALSO REFERRED TO AS MANAGING UNDERWRITER OR ACCOUNT MANAGER) (7)
- forms underwriting syndicate
- leads the stabilization in after market if necessary
- appoints the selling group
- allocates the issue among selling syndicate members
- may release underwriting syndicate from its obligation to offer stock at a fixed price and then the selling group could sell shares at whatever price can be realized
- receives management fee, part of gross spread
- acts as agent for syndicate
Types of underwriting agreements (5)
Firm commitment: syndicate buys entire issue, puts it into own inventory, sells to public acting as the dealer. risky.
Best efforts: syndicate acts as agent in trying to distribute a new issue, does not have to put into own inventory. will put best effort forward to sell all. if we don’t, we dont.
All or none: offering is cancelled unless it can be completely sold by closing date of offering. Syndicate acts in an agency capacity.
Standby underwriting: syndicate agrees to purchase and distribute any part of an issue note purchased by stockholders who have received preemptive rights. used only with a rights offering, syndicate acts in a dealer capacity.
Mini-maxi agreement: best efforts agreement where if a minimum (mini) % is distributed, the issue is not cancelled even if the entire issue isnt distributed.
Expenses normally paid by ISSUER in an underwriting include:
- blue sky costs (state registration costs)
- printing costs
- registration fees
- accountant fees
Expenses normally paid by the UNDERWRITING SYNDICATE in an underwriting include:
- Underwriter’s counsel’s fees/expenses
- due diligence expenses
- advertising costs
- stabilization costs
Underwriters compensation includes:
- finders fees
- commissions and discounts
- wholesaler fees
- would NOT include expenses relating to due diligence meeting.
When would underwriter’s comp be deemed unreasonable?
When there are long term waiting periods (5 or more years) on derivatives such as warrants and options
What does fair and reasonable underwriter’s compensation take into consideration?
- the type of underwriting commitment (firm commitment, etc)
- the size of the issue or offering
- the underwriter’s risk in the offering
- the offering proceeds.
how the issuer uses the proceeds=not a factor.
If a syndicate member receives shares of an issue as comp, how long must they hold the securities for?
180 days.
What factors affect pricing of a new issue?
- comaprison to similar issues
- outlook/attractiveness of new issue’s industry class
- estimate of the issuer’s EPS for next year
- estimate of dividends per share / track record of company paying dividends
- P-E ratio of similar companies .
(only consider estimates during pricing)
Spread components
- spread = public offering price - issuers proceeds.
- managers fee
- underwriter’s comp
- selling concession
- reallowance
- a syndicate member will receive largest percentage of underwriting spread as comp. ( larger percentage)
- biggest part of spread is paid out as selling group concession. (more dollars paid)
Cooling-off/quiet period
Once prelim prospectus has been filed with the SEC, 20-day minimum time period required before the issue becomes effective. (then the offering is free to proceed assuming no contact from SEC. they never say yes, they never say no)
What activities are allowed during the cooling-off period?
- selling group members brought in to enhance the sale of the distribution
- blue sky the issue, file in each state it’s sold
- due diligence meeting - attended by issuer, investment bankers, their attorneys. attendance by syndicate members is normally required
other activities permitted is: publishing tombstone ads, roadshows, distributing the prelim prospectus, red herring
Indications of Interest:
- used determining marketability of new issue
- called circled shares
- not binding commitments
- RRs cannot take subscription payments or deposits
- red herring /prelim prospect must be distributing when soliciting indications
Green shoe agreement
Managing underwriter may over-allot issues up to 15%. syndicate manager may be given options to purchase additional shares from the issuer at the public offering price less the spread if high demand.
SRO Notification required when initiating a green shoe agreement.
ex. if manager does not have to stabilize or buy in secondary market, they can go back to issuer to buy 15% @ IPO price minus the spread.
Tombstone announcements - meaning and key points
published notice of a securities offering placed in financial media by syndicate manager.
- syndicate manager / selling syn members are listed. (selling group members are NOT listed- salesmen)
- must state that it is not a solicitation, that a prospectus is available
- not a sales oriented ad. not considered offer to sell. simply an announcement
- may be published during cooling-off period, during distribution, and after offering. could never be filed prior to registration
The final settlement of the syndicate account by the syndicate manager is required within how many days of the syndicate settlement date?
90 calendar days
When can a syndicate member’s participation in an underwriting be terminated?
When all the shares have been sold, or when the underwriting is terminated by the managing underwriter
Restricted persons (6)
- member firms or other broker-dealers
- broker dealer personnel- anyone who works for firm
- any officer, director, general partner, associated person or employee of a member, or any other broker-dealer and their immediate family members
- any agent of a member or any other broker dealer and immediate families
- finders and fiduciaries and immediate families
- portfolio managers and immediate families.
Preconditions for sale
member fir may NOT sell a new issue of common stock to ANY account unless it has verified it’s not restricted within the last 12 months
Accounts/Persons allowed to purchase new issue of stock without being considered restricted (4)
- investment company registered under act of 1940
- trust fund with 1000 or more accts, not primarily made up of restricted persons
- insurance company that received premiums from 1,000 or more policyholders, not made up of restricted persons
- account if beneficial interest of restricted persons does not exceed 10% of the account
Restricted persons may purchase shares if such a purchase is done to maintain a:
proportionate share of ownership in a company in which the restricted personal already has ownership
Stand by purchasers can purchase shares when
- the standby agreement is disclosed in prospectus
- is a written agreement
- managing underwriter says in writing it was unable to find any other purchasers
- securities sold in agreement are subject to 3-month “locked up” period. cant be sold for 3 months after
If a member firm or a control entity of firm in a private placement offers securities, it raises a conflict of interest. FINRA Requires what from a firm or person that engages in this?
- intended use of offering proceeds and offering expenses
- file documents with FINRA at or prior to the time documents are provided to investor
- commit at least 85 PERCENT of offering proceeds will be used for business proceeds.
Extension of credit on New Issues
after closing date of the syndicate, a broker dealer must wait 30 DAYS before extending credit (margin) to customers on a new issue if BD participated in distribution. cant buy new issue on margin for 30 days after closing date.
FINRA Rule 5131
prohibits firms participating in the distribution of a new issue from accepting any market orders for purchase of shares of new issue in the secondary market prior to commencement of trading in secondary market. rule does NOT apply to limit orders.
Flipping prohibits the sale of new issue shares that were purchased in an offering for how many days following?
30 days
What offerings does the FINRA committee of corporate financing examine copies of registration statements, the preliminary and final prospectus, and other data for? (7)
- interstate offerings
- intrastate offerings
- reg A offerings
- partnership interests
- oil and gas participation plans
- mortgage and real estate investment trusts
- rights offerings
- IIRPOMR
The FINRA committee of corporate financing does NOT examine documents relating to which offerings? (4)
- us govt. or municipal securities
- securities of open end investment companies (mutual funds)
- variable annuity contracts (same category as mutual funds)
- straight debt issues rated B or higher
What is the FINRA Committee of corporate financing most concerned with?
what are member firms being paid, and is it fair. does not evaluate the merits of any security or pass upon fairness of its price.
For how long prior to the filing of a registration statement does the committee on corporate financing closely examine circumstances surrounding a purchase?
- during the 12 months period prior
- factors to be considered are: number of shares purchased by underwriter, date of the purchase of the shares, and difference between price paid by the underwriter and public offering price