Corporate Underwritings Flashcards
Firm Commitment
Acts as a principal, buying the issue and re-selling to the public.
Underwriter assumes full financial liability
Best Efforts
acts as agent, uses beset efforts to sell the security but does not have financial laibility
Managing Underwriter
- the member firm that has the relationship with the issuer, the manager decides which firms to let into the syndicate; makes all decisions for the syndicate; manages the syndicate account; and earns a management fee on each security sold.
Syndicate Member
- a firm that signs the syndicate agreement, sharing in selling responsibility and liability for the offering.
- earns the Underwriter’s Concession (or “Takedown”) on each security sold
Selling Group Member
- a firm that helps the syndicate find customers for the securities. The selling group member acts as agent only, taking no liability.
- earns the Selling Concession on each security sold.
The preliminary prospectus (red herring) contains
he financial statements of the issuer, information on the company’s officers, business plans, plans for the use of the proceeds of the offering, etc.
If the level of interest is very high during cooling off period
then the final Public Offering Price might be increased; and/or the size of the offering might be increased. and vice versa
The Public Offering Price
is the net price that the public pays - there are no commissions.
Tombstone criteria
- name of issuer,
- type of security
- size of security
- Public Offering Price
- names of syndicate members
In a negotiated offering the spread is
disclosed on front cover of prospectuses
FINRA Rule 5130
insure that new issue securities that are “in demand” are not withheld from sale to the public by member firms who intend to “keep” these shares for their own benefit, since the price is likely to rise in the aftermarket.
“spinning” of IPO shares.
where a member firm gives officers of public companies IPO allocations in return for receiving underwriting business from that company
Sticky Issue
- If the issue opens for trading at price that is lower than the Public Offering Price
- it will be stuck on the hands of the underwriters.
stabilizing bid
are placed, at, or just below, the Public Offering Price.
penalty bid” clause
if too many customers of a single syndicate member “hit” the stabilizing bid; the manager knows that this syndicate member sold to speculators - not to long term investors - and the syndicate manager penalizes the syndicate member on these orders.
Shelf registration 415
allows large established employers to keep a blanket letter on file for 3 years
municipal financial advisor
- retained by a municipality when it wishes to sell a new issue of bonds.
- municipal securities firms that have a good knowledge of the municipality, its finances and its officials
- helps the issuer in achieving the lowest interest cost on the issue
Bond Counsel
- perform the legal work associated with the offering- - - writes the bond contract (the contract between the bondholder and the issuer)
The opinion covers the
Validity of the issue - that the issue is a valid, binding, obligation of the issuer;
Legality of the issue - that the issuer has the legal authority to sell the bonds;
Tax status of the issue - that the interest income from the issue is free from Federal income ta
Official Notice of Sale
- publishes an advertisement in the “Bond Buyer”
- which solicits bids from interested underwriters
Included in the Official Notice of Sale
Sale date, time and place; Amount of good faith check needed to bid; Par value of each maturity of the bonds; Interest payment dates for the bonds; Dated date of the issue; Source of income backing the issue; Method of awarding the bonds to the winning bidder; Name of the bond counsel
Not included in the Official Notice of Sale
are the interest rates on the bonds - the bidders specify the interest rates they wish to bid - with the lowest interest rates (lowest interest cost to the issuer) winning the bid
True Interest Cost
takes into account the actual timing of interest payments using present value methods
- places heavier weight on earlier interest payments than later
Good faith check
- typically 2%
To determine the interest rates to bid on a new issue
- The types of bonds being issued
- The maturities of the bonds being issued
- The anticipated demand for the new issue of bonds
- Interest rates in the market for the most similar bonds that are outstanding
write the scale
- underwriters will contact potential customers for the issue, and will determine at what interest rates these customers would buy the bonds
- most municipal issues are serial bonds (sequential maturities); and yields tend to increase as maturities lengthen (a normal yield curve), the yields “scale-up” with maturity.
‘pre-sale” orders
because they are taken prior to the sale of the bonds through competitive bid by the municipality
Bid Form
Pre-printed form bid is given on
specifies the interest rates bid for each maturity; and computes either the “Net Interest Cost” or “True Interest Cost” of the bid
The issuer accepts the bid that represents
the lowest interest cost to the municipality.
Winning Bid
lowest interest rate
if a premium over par is specified in the bid
then this reduces the interest cost to the issue
If a discount below par is specified in the bid
then this increases the interest cost to the issuer
Who sets the spread
syndicate
minimum spread
3/4 point or 7.50 out of 1,000
Totale takedown/ management fee
5/8
Selling Concession
A concession of 1/4 point will be given to the selling group on each bond sold
Additional takedown
3/8 syndicate member
bidding process
- Pre-Sale- accumulated prior to winning of bid
- Writing the Scale- yields scale up as maturity increases
- Bids
- Spread- set by syndicate
Final Bid
Total Interest Paid by Maturity = rate x years
The spread is….
the difference between bid and production
The cover is
the difference between lost interest cost and next lowest interest cost
After bid is won
- announcement sent over munifacts
- firms not in syndicate can buy
Pre- sale Orders
- Existing pre-sales are confirmed and filled at net price
- filled first
Group Net Orders
- are placed for the benefit of the syndicate group after pre-sale orders have been filled
Net Designated Order
- after order period is finished, if bonds remain unsold, the order designates a specific syndicate member to allocate the profit
- the names are disclosed
Member TakeDown
- if bonds remain unsold, manager accepts orders from member of the syndicate for their own accounts or related accounts
- confirmed at net price
Order Priority
Pre Sale
Group Net
Net Designated
Member Takedown
Please give damn about munis
Final Official Statement
- ## any purchasers of bond must get it no later than settlement
Competitive Bid and Spread
Not disclosed
Negotiated Bid Spread
Spread is disclosed
Bond Buyer
A new issue newspaper that gives information about new municipal issues, publishes Official Notices of Sale; and which compiles statistics about the municipal marketplace.
Munifacts
essentially, an electronic version of the Bond Buyer with additional secondary market information.
EMMA
Electronic Municipal Market Access website run by the MSRB, which publishes municipal bond trades as they occur through “RTRS” - the Real Time Reporting System.
Bloomberg
Dealer listings of municipal bonds and corporate bonds that are being offered for sale.
30 Day Visible Supply
dollar amount of all long term municipal issues scheduled to come to market over the next 30 days.
- ompetitive bid and negotiated bond offerings; it excludes any short term municipal notes.
a large Visible Supply
indicates that rates are likely to rise (to attract investors to buy the larger than normal supply of bonds
a very small Visible Supply
indicates that rates are likely to fall.
Placement Ratio
how well the municipal market is absorbing new issues.
High Placement Ratio
easily absorbing new issues
low placement ratio
sign of a weak market
Placement Rato Formula
bonds sold by underwriters to the public/ bonds purchased by underwriters from issuers
20 Bond Index
20 GO Bonds with 20 years until Maturity
11 Bond Index
11/ of the 20 GO bonds included in the bond index, higher quality bonds rated AAA or higher
- yield is always lower than 20 Bond Index
Revdex
-yield of 25 selected revenue bonds rated A or better all with 30 years until maturity
The U.S. Government sells its debt through
yield auctions conducted by the Federal Reserve
4 week, 8 week, 13 week, and 26 week Treasury Bills are auctioned
weekly
52 week treasury bills are auctioned
monthly, on tuesday
Treasury Notes, Treasury Bonds, TIPS and STRIPS are auctioned
monthly
Federal Reserve acts as a ___ for the US Government
Fiscal agent
Competitive Bids/ Auction
- specify a yield, lowest yield wins. Highest bids not filled
Non competitive Bid/ Auction
- does not specify a yield, are always filled at the average yield of the winning competitive bids
Competitive Bids in the auction are usually
the primary U.S Government dealers
Dutch Auction
Competitive bids are filled from lowest yield on up, until the government sells the desired amount of securities. All of these winning bidders are given the same interest rate on their securities - the highest rate that completed the auction
Non- competitive Bids are usually placed by
small, non-institutional investors,
secondary investors
The minimum non-competitive bid is
one $100 face amount Treasury Bill
The maximum non-competitive bid is
for $5,000,000 face amount of Treasury Bills
The minimum competitive bid is
$5,000,000 face amount of Treasury Bills
The maximum competitive bid amount
There is no maximum competitive bid amount
Settlement for government
Thursday of auction week
agencies sell their debt through
selling groups on a negotiated basis, typically are the primary U.S. Government dealers.
Agency securities are typically sold at
par via the selling group.
the agency receives par________
less the selling concession on each bond sold.
