Financing Process

1. Financing Process 02/21/06

2. Financing • Internal Financing – funds raised from cash flows of existing assets • External Financing – funds raised from outside the company (VC, debt, equity, etc.)

3. Internal vs. External Financing • Firms may prefer internal financing because • External financing is difficult to raise • External financing may result in loss of control • Raising external capital tends to be expensive • Projects funded by internal financing must meet same hurdle rates • Internal financing is limited

4. A Life Cycle View of Financing Choices

5. Process of raising capital • Private firm expansion • From private to public firm: The IPO • Choices for a public firm

6. VC process • Provoke equity investors’ interest • There is an imbalance between the number of small firms that desire VC investment and the number of VCs • Firms need to distinguish themselves from others to obtain VC funding • Type of business • Dot.com in the 90s, bio-tech firms this decade • Successful management

7. VC process • Perform valuation and return assessment (Venture capital method) • Estimate earnings in the year the company is expected to go public • Obtain a P/E multiple for public firms in the same industry Exit or Terminal Value = P/E multiple * forecasted earnings • Discount this terminal value at the VC’s target rate of return Discounted Terminal Value = Estimated exit value (1 + target return)n

8. VC process • Structure the deal • Determine the proportion of firm value that VC will get in return for investment Ownership Proportion = Capital Provided Disc. Exit Value • VC will establish constraints on how the managers run the firm

9. VC process • Participate in post-deal management • VCs provide managerial experience and contacts for additional fund raising efforts • Exit • VCs generate a return on their investment by exiting the investment. • They can do so through • An initial public offering • Selling the business to another firm • Withdrawing firm cash flows and liquidating the firm

10. VC process • Stages of Venture Capital Investments • Seed financing is capital provided at the “idea” stage. • Start-up financing is capital used in product development. • First-stage financing is capital provided to initiate manufacturing and sales. • Second-stage financing is for initial expansion. • Third-stage financing allows for major expansion. • Mezzanine financing prepares the company to go public.

11. Going public vs. staying private • The benefits of going public are: • Firms can access financial markets and tap into a much larger source of capital • Owners can cash in on their investments • The costs of going public are: • Loss of control • Information disclosure requirements • Exchange listing requirements

12. Initial Public Offering (IPO) process • Most public offerings are made with the assistance of investment bankers (IBs) which are financial intermediaries that specialize in selling new securities and advising firms with regard to major financial transactions.

13. IPO process • The role of the investment banker • Origination - design of a security contract that is acceptable to the market; • prepare the state and federal Securities and Exchange Commission (SEC) registration statements and a summary prospectus, • Underwriting-the risk-bearing function in which the IB buys the securities at a given price and turns to the market to sell them. • Syndicates are formed to reduce the inventory risk. • Sales and distribution-selling quickly reduces inventory risk. Firm members of the syndicate and a wider selling group distribute the securities over a wide retail and institutional area.

14. IPO process

15. IPO process • IPO costs • Legal and administrative costs (up to 6% of the issue) • Underwriting commission (between 3 and 10%) • Underpricing of issue • Represents the first day returns generated by the firm, calculated as Closing Price – Offer price Offer price • Issues are underpriced to • Provide investors with a “good taste” about the investment banker and firm • Compensate investors for the information asymmetry between firm and investor

16. IPO process • Valuing the company and setting issue details • Investment banker and firm need to determine • Value of company • Valuation is typically done using P/E multiples • Size of the issue • Value per share • Offering price per share • This will tend to be below the value per share, i.e., the offer will be underpriced

17. IPO process • Determining the offer price • The investment banker will gauge the level of interest from institutional investors for the issue by conducting road shows. This is referred to as building the book. • After the offer price and issue details are set, and the SEC has approved the registration, the firm places a tombstone advertisement in newspapers, that outlines the details of the issue and the investment bankers involved

18. IPO process • Waiting period – The period between the submission of the registration to the SEC and the SEC’s approval. It is during this time that the company releases the red herring • Quiet period – a period after the registration is approved until approximately a month after the issue where the company cannot comment on the earnings, prospects for the company • Lock-up period – a period of usually 6 months following the issue date in which the insiders of the company cannot sell their shares

19. Choices for a publicly traded firm • General subscription (or Seasoned Equity Offering) • Private placements • Rights offerings

20. General subscription (SEO) • Although for IPOs the underwriting agreement almost always involves a firm guarantee from the underwriter to purchase all of the issue, in secondary offerings, the underwriting agreement may be a best efforts guarantee where the underwriter sells as much of the issue as he can • SEOs tend to have lower underwriting commissions because of IB competition. • The issuing price of an SEO tends to be set slightly lower than the current market price

21. Private placement • Securities are sold directly to one or few investors • Saves on time and cost (no registration requirements, marketing needs) • Tends to be less common with corporate equity issues. Private placement is used more in corporate bond issues

22. Rights offerings • Existing investors are provided the right to purchase additional shares in proportion to their current holdings at a price (subscription price) below current market price (rights-on price) • Each existing share is provided one right. • The number of rights required to purchase a share in the rights offering is then determined by the number of shares outstanding and the additional shares to be issued in the rights offering. rights required to purchase one share = # of original shares # of shares issued in RO

23. Rights offerings • Because investors can purchase shares at a lower price, the rights have value: Value of the right = rights-on price – subscription price n + 1 where n = number of rights required for each new share • Because additional shares are issued at a price below market price, the market price will drop after the rights offering to the ex-rights price ex-rights price = New value of equity New number of shares • The value (or price) of the right can also be calculated as: rights-on price – ex-rights price

24. Rights offerings • Costs are lower because of • Lower underwriting commissions – rights offerings tend to be fully subscribed • Marketing and distribution costs are significantly lower • No dilution of ownership • No transfer of wealth