IPO Flashcards

1
Q

Why raise capital

A

To finance growth.
To pay off debts.
For mergers and acquisitions.
R&D

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2
Q

What are the 2 types of External capital a firm can raise

A

Equity: common, preferred, warrants
Debt: Bank loans, Bonds, Leases, Commercial paper

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3
Q

Main difference between bank loans and Bonds

A

Bank loans cannot be traded whereas bonds can be traded on the public market

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4
Q

Main difference between Preferred and common equity

A

Preferred equity typically has a higher dividend yield compared to common equity. Because of this, preferred equity investors usually receive more cash flow earlier in the life of the investment

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5
Q

What are equity warrants

A

options on the equity of the company

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6
Q

examples of short vs long term financing

A

short and medium: overdraft, trade credit, factoring, hire purchase
Long term: Debt and Equity capital

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7
Q

Long term financing: debt

A

Debt holders have a contract specifying their claims must be met before equity holders
If obligations are not met creditors can legally claim assets
interest payments are tax deductible

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8
Q

Long term financing: equity

A

Shareholders are the owners of the firm and have voting rights
they have the right to dividend payments if the company chooses to pay them
Dividend payments are considered profits so are not tax deductible
Equity financers bennefit from upside potential, once interest payments are paid proceeds go to equity holders

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9
Q

What are business angels

A

Wealthy individuals, generally with
substantial business & entrepreneurial experience.
Typically invest in equity finance but also debt and preference shares.
Usually they do not seek control of companies and normally target firms at an earlier stage than VCs.
BAs are “hands on investors” as their expertise is as valuable as their capital

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10
Q

What are venture capitalists

A

Wealthy individuals, generally with a substantial business and entrepreneurial experience.
They provide managerial assistance.
Mostly after high-growth unlisted
companies.
Typically, they are industry specialized/ institutional investors who attract funds from elsewhere

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11
Q

Different types of VC’s

A

Seed corn: development of a business concept.
Start-up: product or idea is further developed and/or initial
marketing.
Other early stage: for initial commercial manufacturing and sales.
Expansion (development): increase production capacity and working capital.
Management buy out (MBO): funding for managers making a bid to buy the business of a large company.
Management buy in (MBI): funding for new team of managers from outside the company.
Public to private: funding for returning a company to its unquoted status.

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12
Q

Two types of shares can be sold in an IPO:

A

Primary (new shares)
New shares available in a public offering that raise new capital.
Secondary (held by founders)
Shares sold by existing shareholders in an equity offering

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13
Q

what is the debt overhang problem

A

Debt overhang refers to a debt burden so large that an entity cannot take on additional debt to finance future projects. The burden is so large that all earnings pay off existing debt rather than fund new investment projects, making the potential for defaulting higher.

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14
Q

Advantages for a firm going public

A

New capital for the company to finance new
investments, make company acquisitions,
refinance current borrowings, increase payouts.
Facilitates raising new finance in the future:
going public strengthens the equity base and reduces leverage therefore reducing the debt overhang problem
Investors value liquidity. The fact that equity
is traded in a stock market minimises
transaction costs you do not have to find a
buyer yourself
Less asymmetric info enhances company image: it provides “certification” by financial market professionals; more financial press attention; provides more credibility to customers and suppliers.
Allows Cashing in
Diversification of risk for managers who could have been large stakeholders and therefore risk averse

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15
Q

Disadvantage of a public listing

A

Financial costs of an IPO: Expensive undertaking, Increase in legal requirements
Stock-price emphasis: Management short-termism, Separation between ownership and control, Hostile take-over bid risk.
More public scrutiny
More disclosure to product market competitors

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16
Q

Requirements for listing on the stock exchange

A

Prepare a detailed Prospectus of the company
Minimum 3 years of audited accounts must be available
All major contracts entered in the past 3 year
Disclosure of all ownership info at/above 3% (5% in the US).
Strict regulation and a set of demanding rules by the stock exchange.
Must ensure that at least 25% of their shares will be “public”.
Managers must comply with insider dealing regulations.

17
Q

4 Steps in the process of an IPO

A

Choosing and meeting with the underwriter/ sponsor
Valuation of the company
Road Show
Alternative underwriting Practises

18
Q

Difference between a lead underwriter and a syndicate

A

Lead underwriter - The primary investment banking firm responsible for managing a security issuance
Syndicate - A group of underwriters who jointly underwrite and distribute a security issuance

19
Q

What does the underwriter do

A

All the necessary filings (registration statement, prospectus).
Valuation of the company. Recommendations on share price, capital needs, composition of BoD, methods of floating, timetable, marketing strategy (road
show).

20
Q

2 Ways sponsors sell equity

A

Best-effort: investment bank promises to give its best effort to sell the firm’s securities. If the demand is insufficient, the firm withdraws the issue
Firm-commitment: investment bank agrees to underwrite the issue. It actually purchases the shares from the firm and resells them to the public

Sponsor recieves underwriting spread of ~ 7%

21
Q

4 Anomalies in IPO’s that challenge the efficient market hypothesis

A

(a) Short-Run Underpricing.
(b) Long-Run Underperformance.
(c) Hot Issue Markets Phenomenon.
(d) Lock-in agreements

22
Q

Short run underpricing: the risk Averse underwriter

A

Most ipo’s are by firm commitment and their reputation is at stake.
In theory however UWR should just adjust the spread to cover their risk.
If this was true we would see greater underpricing in firm commitment IPO’s than Best effort ones

23
Q

5 hypothesis for short run underpricing

A

The Risk Averse Underwriter
The Winner’s Curse
Ownership structure hypothesis
The Signalling Hypothesis
The UWRs monopsony power

24
Q

Short run underpricing: The winners Curse

A

Given that, typically firms issue a fixed
number of shares, rationing will result if
demand is excessive.
Assume there are informed and uninformed investors
Informed investors will only try to buy shares when they are underpriced
Uninformed investors on the other hand,
cannot discriminate ex ante and will always
demand the stock
Consequently, they will have only a fraction of the shares if it is indeed underpriced and will be able to buy all the stocks if it is overpriced.
In other words, they are facing the winner’s curse. If all their demand is met (no rationing) it must be
because they are facing the winner’s curse
To the extent that uninformed buyers are aware of this issue, they will impose a “discount factor” on the price they will be willing to buy

25
Q

Short run underpricing: Ownership Structure

A

Underpricing is used to insure oversubscription of the issues.
This way shares allocation can be rationed and managers can discriminate between investors and allocate shares to many small investors

26
Q

Short run underpricing: The Signalling Hypothesis

A
  • According to Ibbotson (1975), issuers have an incentive to underprice, to leave a “good taste” with investors
  • Being able to buy at a low price and then seeing it increase will be a signal of a good investment for buyers.
  • This may prove useful to firms in case of future SEOs allowing them to sell at a higher price than would otherwise be the case
  • Welch (1989) finds that IPO firms are more
    likely to conduct SEOs in the next few years
    than a control random sample
27
Q

Short run underpricing: The UWRs monopsony power hypothesis

A

Analogous to monopoly, but on the
demand side not the supply side.
Basically, UWRs underprice to reduce
their marketing effort.
At the same time allocate the issues to
their favoured customers who regularly
do business (and pay fees) with them.

28
Q

Short run underpricing: Underpricing as a form of insurance (Tinic, 1988).

A

The UWRs put not only capital but also their
reputation at stake by “certifying” a firm’s
public listing.
Investors base their demand on this.
The potential upside for UWRs and issuers
from overpricing may be more than offset by possible litigation costs in case buyers
perceive that the information on the company were not accurate

29
Q

3 Theories of long run underperfomance

A

Agency costs based explanation.
Behavioural and expectations based
explanations.
Underperformance as mismeasurement.

30
Q

Theories of long-run
underperformance: Agency costs based explanation

A

Potential conflicts between original owners and new shareholders due to the reduction in management ownership when a firm goes public.
- the higher the equity retention by the original shareholders the better the long-term performance
Less monitoring action in those non-VC-backed IPO firms
- presence of VCs backing IPOs and providing post-issue monitoring services ensures superior long-term performance
BUT Mikkelson et al (1997) found no
relationship between long-run performance
and ownership structure

31
Q

Theories of long-run
underperformance: Behavioural and expectations based explanation

A

Price support hypothesis. When the price support by the underwriters is removed, prices adjust downwards to their true market value
With time, divergence of expectations decreases and thus the prices are adjusted downwards
Firms go public when investors are over-optimistic about growth prospects. They overpay initially but reduce market prices as more information becomes public

32
Q

Theories of long-run
underperformance: Underperformance is a mis-measurement

A

Long run underperformance may be due to a failure to adjust returns for time-varying systematic risk.
Mis-specified t-stats hypothesis. Serious difficulties when statistical inference is conducted using traditional testing methods such as t–tests because of violation of underlying statistical assumptions
Imperfect benchmark hypothesis. Long run
performance is sensitive to the benchmark employed so possibly imperfect benchmarking lies behind poor long-run returns

33
Q

Anomalies in IPO: Hot issue markets phenomenon

A

The extent of underpricing tends to vary over time. Usually underpricing is higher in
bullish stock markets.
These periods of higher initial returns are
called hot issue periods.
There are alternative explanations for hot
issues phenomenon.

34
Q

Anomalies in IPO: Lock-in (lockup) agreements

A

A lock-in agreement is an arrangement
between the existing shareholders of the
issuing firm and the underwriter, whereby the shareholders agree not to sell a certain percentage of their holdings for a specified length of time after the IPO

35
Q

Why do lock-ins exist

A

Signalling hypothesis
Commitment hypothesis.
Sponsor’s reputation hypothesis