Investment Planning Flashcards
Types of Underwriting Agreements
for Securities
- Best Efforts
- Firm Commitment
Red Herring
Preliminary prospectus
Prospectus
The offering document for the sale of securities.
Disclosure
Green Shoes
The right to increase the size of an offering
Initial Public Offering (IPO)
(of securities)
A company’s first public offering of securities
Secondary Offering
(of securities)
As opposed to IPO
A sale of securities to the public by insiders or other affiliated persons
Managing Underwriter
Lead Underwriter
or
Originating House
The investment banker that takes the lead role in an underwriting group
Syndicate
The investment banking companies that participate with the managing underwriter to assist in the distribution of the new issue
Selling Group
Brokerage firms that help distribute securities in an offering but that are not members of the syndicate
Broker-Dealer
Broker: Agent of seller of securities who receive a commission for executing a transaction
Dealer: Principals who buy and sell securities for their own accounts
Other names for Dealers
(depends on the market)
Market Maker: OTC Market
Specialist: Securities Exchange
A dealer quotes prices on a ….
bid and ask basis.
Bid: The price at which the dealer will BUY
Ask: The price at which the dealer will SELL
Venture Capital
Financing for privately held companies
Typically in the form of convertible preferred stock
Characterized by:
- HIGH risk with potential for HIGH return
- Lack of liquidity
- Low correlation with equities
Stages of Venture Capital (7)
- Seed capital
- Start-up capital
- First-stage financing
- Second-stage financing
- Mezzanine financing
- Bridge financing
- Acquisition financing
- Leveraged buyout (LBO) financing
Private Placements
Used in place of an IPO (avoids SEC registration requirements).
Securities sold privately to meet cap needs.
Usually bonds
Limited to 35 unaccredited investors // unlimited accredited investors
Accredited Investors
- Bank, insurance company, registered investment company, business development company, or small business investment co
- Charitable organization, corp, partnership with assets > $5M
- Director, executive officer, or general partner of the company selling the securities
- A business in which all equity owners are accredited investors
- A natural person with NW > $1M at time of purchase (not including value of primary residence)
- A natural person with income > $200,000 in each of the two most recent years (> $300K if married) and a reasonable expectation of same income in current year
- A trust with assets > $5M, not formed to acquire securities offered, whose purchase a sophisticated person makes
- Employee benefit plan
- By ERISAs definition
- if a bank, insurance company or RIA makes investment decisions OR if plan has assets > $5M
Limited Partnerships
General partner + limited partners
General Partner: Unlimited liability
Limited Partner: Limited Liability
- Advantages
- business venture participation with limited liability
- shared start up costs
- receipt of periodic income payment
- Disadvantages
- generally riskier investments than bonds or exchange-traded equities
- usually illiquid
- limited partners can’t participate in management of partnership
- sale of partnership interest may be restricted
Regular Certificates of Deposit (CDs)
- Deposits made with bank or savings and loan
- For a specific period (1 mo - 5 yrs)
- Interest subject to OI tax in year earned
- Penalty due if redeemed before maturity
- FDIC insured up to $250,000 per ownership category
Prompt - what is it?
Negotiable CD
- Deposits of $100K +
- Term up to 1 yr
- usually purchased by institutional investors
- Regular CDs redeemable by issuing bank; negotiable CDs bought/sold on secondary market
Money Market Deposit Accounts (MMDAs)
- not the same as money market mutual funds
- bank obligations
- federally insured up to $250,000 per ownership cat
- safe
- highly liquid
- min balance mx req
- limited check writing (6/cycle)
Money Market Mutual Funds
- offered by open-ended investment companies
- taxable and tax-exempt (fed and state)
- typically invest in US treasury bills, commercial paper, negotiable CDs
- min investment is $1,000
- check writing capabilities
US Treasury Bills
- short-term gov’t securities
*
Risks Associated with Investing in Bonds (8)
- Interest Rate
- Reinvestment Rate
- Call
- Financial
- Default (Credit)
- Purchasing Power
- Liquidity
- Event
Interest Rate Risk
The risk associated with a decline in the price of a bond as market interest rates rise. As IR go up, bond prices go down (inverse relationship).
Reinvestment Rate Risk
Variability in the rate at which reinvestments are made.
Call Risk
The risk that an issuer will exercise a call option on a bond. The issuer will call a bond when IR fall so that $ can be saved by refinancing the bonds at this lower IR.