B.3. Raising Capital and Financial Markets Flashcards

Understand capital raising in private/public companies, market operations, and market efficiency. (38 cards)

1
Q

What are the primary sources of capital for a company requiring new capital?

A
  • Retained earnings
  • Commercial bank or finance company loans
  • Lease financing
  • Venture capitalists
  • Equity issues (common stock and/or preferred stock)
  • Debt issues (issuing bonds)
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2
Q

Why might small companies not be able to issue debt or shares to the public?

A

Issuing debt and shares incurs significant costs and there may be limited interest in smaller companies in the debt or equity markets.

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3
Q

What are term loans typically used for?

A

To purchase fixed assets such as equipment.

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4
Q

What is a commercial real estate loan?

A

A mortgage loan secured by commercial real property, such as an office building, factory, or warehouse.

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5
Q

What is lease financing?

A

A contractual agreement where the lessee has the right to use specific property for a specified period in return for periodic cash payments.

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6
Q

What are the advantages of leasing?

A
  • Convenience - if an asset is needed for only a short time, a short-term lease is more practical than a purchase
  • 100% financing available at fixed rates
  • Depreciation tax shield benefit may be passed on by the leasing company
  • Protection against obsolescence if the lessee is permitted to turn in an old piece of leased equipment for a new model at any time
  • Flexibility - provisions may be less restrictive than those in other debt agreements
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7
Q

What are disadvantages of leasing?

A
  • Cost - over the life of the asset, the total cash outlay associated with a lease may be greater than that associated with borrowing and purchasing the same asset.
  • Lack of flexibility - if the lease is non-cancelable, it can cause a lack of flexibility.
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8
Q

What analysis is used to determine whether to lease or purchase equipment?

A

A cash flow analysis using discounted cash flow concepts.

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9
Q

What is the “net advantage to leasing” (NAV)?

A

The NAV is calculated as the present value of the differences between the annual after-tax cash outflows for purchasing with a loan and the annual after-tax cash outflows for leasing, discounted at the company’s after-tax borrowing rate.

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10
Q

What role do venture capitalists play in a young company?

A

They provide financing in exchange for ownership and often take active roles in advising and controlling the company.

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11
Q

What is an Initial Public Offering (IPO)?

A

An IPO is when a company first offers its common shares for sale to the public to raise capital.

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12
Q

What are the costs associated with going public?

A

Flotation costs such as filing fees, attorneys’ and accountants’ fees, and underwriting fees.

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13
Q

What is a primary offering of securities?

A

It is the initial sale of securities issued by a company and sold directly to investors. The proceeds from the sale go to the company and provide it with capital.

A primary offering may be either an IPO if it is the company’s first time offering securities to the public, or it may be a subsequent issuance of new securities by a company that is already publicly traded.

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14
Q

What is a secondary offering of securities in the context of an Initial Public Offering?

A

It is a sale of previously issued securities by one or more existing stockholders (rather than by the company) who want to liquidate all or part of their personal holdings. The proceeds go to the selling shareholders, not to the company.

A secondary offering may be a part of a company’s IPO, whereby insiders (founders, early investors, or institutional investors) offer their own shares to the public at the same time as the newly issued shares are being offered for the first time to the public.

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15
Q

What is a subsequent offering of securities?

A

It is any public offering of securities that occurs after the issuing company has had its initial public offering.

It is also called a follow-on offering or secondary public offering, which can cause confusion with the term “secondary offering.”

The shares sold to the public in a subsequent offering may be newly issued shares (a primary offering) or they may be existing shareholders selling their shares (a secondary offering), or they may be shares owned by the company and held in its treasury as treasury stock.

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16
Q

What are the three roles of an investment bank in assisting a company to issue its shares?

A
  • Helps design the deal and securities
  • Underwrites the new issue of securities
  • Markets the issue to the public
17
Q

What is underwriting in the context of issuing securities?

A

When an investment bank underwrites an issue of securities, it agrees to purchase some or all of the shares of the issuance and then reoffer them to the public.

18
Q

What is a firm commitment in underwriting?

A

An arrangement where the underwriter absorbs any securities it cannot resell and receives a sizable fee for assuming this risk.

19
Q

What is the underwriting spread?

A

The difference between the price at which the underwriter offers the securities to the public and the price at which it purchases them from the company.

20
Q

What is a best-efforts agreement?

A

An agreement where the investment banker acts as an agent and markets the new issue of securities without committing to purchase any of the new shares.

21
Q

What are the advantages of issuing bonds (debt financing)?

A
  • No loss of control or ownership - the holders of the bonds are not owners and do not have any voice in the running of the company.
  • Total cost is limited and known - the interest rate is constant throughout the life of the bond.
  • Interest paid is tax-deductible
  • Flexibility if bonds can be retired early
22
Q

What are the disadvantages of issuing bonds (debt financing)?

A
  • Less flexibility than equity because interest payments are fixed and required
  • Increased risk because of possibility of default
  • As the level of debt grows, the return required by not only the debt holders but also the company’s shareholders will increase
  • Large future cash payout at maturity required
  • Terms may include restrictive terms and covenants
23
Q

What are the advantages of issuing common stock (equity financing)?

A
  • No fixed payment required
  • Shares do not require a fixed principal repayment
  • Greater financial flexibility because no obligation to pay interest or principal
  • Issuance of shares adds to equity and lowers debt-to-equity ratio
24
Q

What are the disadvantages of issuing common stock (equity financing)?

A
  • Limited number of shares can be issued as established in corporate charter
  • As more shares are issued, the amount raised decreases because ownership and voting power of existing stockholders becomes more diluted
  • Fees paid to investment bankers for the issuance of equity securities are usually higher than the fees paid for the issuance of debt securities.
  • Added regulations and reporting requirements connected with going public
  • Higher cost of capital than debt due to greater risk to investors
  • Dividends are not tax-deductible
25
What are the **advantages** of issuing preferred stock?
* No dilution of voting control * Set dividend regardless of company performance so future dividend obligation is known * Although the dividend is set, it does not need to be declared * Unusually high profits are reserved for common stockholders * Capital does not need to be repaid
26
What are the **disadvantages** of issuing preferred stock?
* Dividends are not tax-deductible * Higher cost of capital than bonds * If dividends are cumulative, missed dividends must be made up before any dividends can be paid to common stockholders
27
What is the role of secondary markets?
Facilitate the trading of existing securities and provide liquidity to investors.
28
What is the difference between capital markets and money markets?
* Long-term debt and equity instruments are traded in **capital markets**. * Debt instruments with maturities of less than one year are traded in **money markets**.
29
What is the Efficient Market Hypothesis?
It suggests that financial markets are efficient, meaning that market prices of securities reflect all available information, including public information about the economy, specific securities, and the market in which the securities are traded. ## Footnote Because financial markets are efficient, it is difficult to find value-enhancing financing.
30
What are the three forms of market efficiency?
* Weak-form efficiency * Semi-strong-form efficiency * Strong-form efficiency
31
What does weak-form efficiency state?
It states that market prices of securities reflect all historical information, such as price movements and trading volume, and that investors cannot beat the market by basing their analysis solely on past price movements.
32
What does semi-strong-form efficiency state?
It states that security prices reflect all historical price and trading volume information as well as all other published information, adjusting immediately to earnings announcements and other company-related news.
33
What does strong-form efficiency state?
It suggests that security prices reflect all possible information, including private information known only to insiders, and assumes that even insider trading will not result in abnormal returns.
34
What is **insider trading** according to the U.S. Securities and Exchange Commission?
The purchase or sale of a security based on material non-public information, which is a breach of a duty of trust and is considered a manipulative and deceptive practice prohibited by Section 10(b) of the Exchange Act and Rule 10(b)5-1.
35
Who can be considered an **insider** for the purposes of insider trading regulations?
An insider can include corporate officers, directors, and anyone with access to confidential information about a company that could affect its securities' prices, such as stockbrokers, investment bankers, attorneys, accountants, and even their family members and friends.
36
What are the **penalties** for illegal insider trading?
It can include a fine of up to three times the trading profits received or losses avoided and can also include prison time.
37
Under what conditions can insider securities transactions be legal?
If officers, directors, or owners of 10% or more of a company's securities trade within an established framework, such as a formal trading plan, and report the trades to the SEC. ## Footnote However, conditions and limitations have recently been imposed by the SEC to make it harder to abuse the use of a trading plan to avoid insider trading liability.
38
What are the recent SEC regulations for trading plans effective February 27, 2023 that were imposed to make it harder to abuse the use of a trading plan to avoid insider trading liability?
The mandating of “cooling-off” periods, which are waiting periods between the adoption or modification of a trading plan and purchases or sales executed under the plan. * For directors and officers, trading cannot begin under a plan until the later of (1) 90 days following a plan adoption or modification, or (2) two business days following the publication of the issuer’s financial statement, to a maximum of 120 days. * For persons other than directors or officers, the waiting period is 30 days. Various certifications and disclosures are also required.