Chapter 20: Raising Capital

How securities are issued and the role of investment banks

Costs of issuing securities

Pecking order theory of financial choices

20.1 Initial Public Offerings (IPO)

IPO: Selling stock to the public for the first time

Underwriter Firm (investment bank) that buys an issue of securities from a

company and resells it to the public.

Spread - Difference between public offer price and price paid by underwriter.

Prospectus - Formal summary that provides information on an issue of securities.

Underpricing - Issuing securities at an offering price set below the true value of

the security.

What is the incentive of an investment banker to choose a fair price for a new security issue? Pricing a new security is extremely difficult Investment banker has better information and ability to choose fair price than

anyone else If investment banker on average prices issues too high, buyers in the future

will not want to buy from that banker If investment banker on average prices issues too low, issuers in the future will

not want to use that investment banker Reputation of investment banker should provide them with an incentive to

price issues accurately Do investment bankers on average price IPOs fairly?

Answer- NO!

Underpricing

Fact:

For U.S. IPOs conducted between 1960 and 2007, the average first day return is 18%.

0 20 40 60 80 100

return (percent)

Denmark

CanadaNetherlands

Spain

TurkeyFrance

Australia

NorwayHong Kong

UK

USAItaly

Japan

SingaporeSweden

Taiwan

GermanySwitzerland

Korea

BrazilIndia

China

256 %

Number of Offerings and Average First-day Returns on Korean

IPOs, 1980 - 2013

Underpricing (continued)

How should issuers feel about this underpricing?

Explanations for underpricing:

i. makes issue easier to sell

ii. low price affects the price path in the future

iii. winners curse

These arguments could well justify some degree of underpricing, but its not clear

that they can fully account for it.

Example of winners curse:

Underwriter needs to sell 1 million shares

Two types of investors: informed and uninformed

Uninformed investors:

willing to buy 1 million shares at a fair price

assess true value of the shares at: $10 with prob.=.5

$12 with prob.=.5

Informed investors:

know if the shares are worth $10 or $12

willing to order 1 million shares if offer price is less than the true value

Suppose underwriter offers shares at $11

Claim: If the uninformed purchase shares for $11, on average they will lose $$

Case 1: True value is $12

Informed investors order 1 mil. shares, Uninformed investors order 1 mil. shares

Each set of investors are allocated 500,000 shares (pro-rata rule)

Informed and uninformed investors both make $500,000 each.

Case 2: True value is $10

Informed investors order 0 shares, Uninformed order 1 million shares

Uninformed investors lose $1 million.

Expected profit to uninformed: .5(500,000) + (.5)(-1,000,000)=-250,000

Basic lesson:

At what price P will the entire issue sell? Choose P so that:

Another example of winners curse:

Suppose that you decide to apply for every new issue of common stock.

You have no difficulties in getting stock in the issues that no informed investor

wants.

You receive less stock than you wanted when the issue is attractive (undervalued),

since the underwriters do not have enough stock to go around.

The result is that you will be a loser in the IPO market. To be a winner, you should

play the game only if the issues are attractive.

Uninformed investors are exposed to the winners curse, and the underwriters

know this and underprice on average to attract the uninformed.

20.2 Seasoned Equity Offerings

Seasoned issue

Selling additional shares when some shares are already publicly traded

Fact: market reaction to seasoned equity issues is negative on average

Why?-A possible explanation based on asymmetric information

Firms that know they are undervalued by the market are hesitant to sell equity

too cheaply

Firms that know they are overvalued by the market are very eager to sell

equity at an inflated price

Example

Company A Company B

Market believes shares worth

$90 with probability .5

Market believes shares worth

$90 with probability .5

Market believes shares worth

$70 with probability .5

Market believes shares worth

$70 with probability .5

Market expected value of

shares = $80 = share price

Market expected value of

shares = $80= share price

Manager knows shares really

worth $90

Manager knows shares really

worth $70

Observations:

Market realizes that a firm that issues equity is worth less than their current price Market will only pay $70 per share to firms that announce they want to sell equity May be no credible way for Company A to convince market that shares are really

worth $90 Anticipating this market reaction, company A will probably choose to either use debt

or else to pass up investment projects

Implications

1. Explains preference for debt over equity when accessing external capital

markets

2. Same argument implies preference for retained earnings over new debt

issues

3. Explains why profitable firms have low debt. They can finance investment

entirely from retained earnings

4. Indicates that there is value to having financial slack- cash, marketable

securities, unused bank lines of credit.

5. Missing out on positive NPV projects because of external financing

problems can be quite expensive.

Some additional thoughts:

We would expect market reaction to announcements to be most negative when value of the security depends on information known only to management

Seasoned equity -3% reaction on average

Convertibles -2% reaction on average

Public bonds 0% reaction on average

Bank loans +2% reaction on average

Empirical evidence on repurchases:

Positive stock price reactions of 8% to 17% at the announcement that firm will repurchase shares with tender offer.

Positive stock price reactions of 2% to 3% at the announcement that firm will repurchase shares in open market.

Why the difference? Tender offers to repurchase shares are on average larger.

Pecking order theory of financial choices

Most firms seem to finance investments as follows:

1. Use retained earnings whenever possible.

2. Set dividend policy so that retained earnings cover anticipated investment

3. If firm has excessive internal cash, payoff debt first, then repurchase shares

4. If firm has insufficient internal cash, use the debt markets first equity only

as a last resort

Patterns in Real World Financing

Aggregate figures for U.S. Corporations in 1999

Gross capital expenditures $860 billion

Increases in net working capital $207 billion

Total spending $1,067 billion

Internal cash flow $751 billion

Net external financing $1,067 $751 = $316 billion

Net new debt financing $469 billion

Net new equity financing -$153 billion

Total $316 billion

This seems to be highly consistent with the pecking order theory of financial

choices.

20.3 Costs of new issues

1. Underwriter spread

2. Other direct expenses

3. Indirect expenses

4. Incorrect pricing of the issue

a. for SEOs, this is selling stock for less than true value

b. for IPOs this is the IPO underpricing

5. Green-shoe provision or overallotment option

Gives investment bankers right to buy additional shares

(typically 15% of offer) at offer price

What do we know about these costs?

1. Economies of scale in security issuance costs:

Costs are larger for smaller issues

2. Direct cost estimates (spread + other direct costs): 1990-1994 issues

IPOs: 5-11%, SEOs: 3-7%

3. For IPOs, underpricing is a larger cost than direct costs

Many firms going public do not consider this a cost

Total costs of going public can be substantial

20.4 Debt offerings

Public bonds: same basic procedure as issuing equity

--engage an investment banker

Notes: underwriting costs are smaller than for equity issues

asymmetric information problems are also smaller

Private placement: selling debt to a small group of investors, often by direct

negotiation

-- accounts for of all new corporate debt

-- typical buyers: insurance companies, pension funds

Why issue privately placed debt rather than public debt?

Why issue public debt rather than privately placed debt?

20.5 Venture capital

Venture capital is a private equity market

Why do small firms use venture capital?

-raising public equity would be prohibitively expensive

-firms need to be monitored by investors

Who supplies venture capital?

1. Wealthy families

2. Venture capital corporations and partnerships

3. Venture capital subsidiaries of large public companies

4. Informal investors- angels

Stages of venture capital financing

1. Seed-money stage

2. Start-up stage

3. First-round financing

4. Second-round financing

5. Third-round financing- mezzanine financing

6. Fourth round financing- bridge financing

Note: most venture-capital backed projects never make it past the early stages

Why use stage financing?

Issues in structuring venture capital deals

It can be difficult to get entrepreneur and venture capitalist to

agree on the relevant numbers

Deal must be structured so that entrepreneur has incentive to

make project a success

-venture capitalist insists that entrepreneur places a large fraction of

his/her wealth in the project

Why do successful ventures eventually go public?

Firm needs more capital than venture capitalist can provide

Public shares are more liquid, therefore investors demand a lower return on

public shares

Entrepreneur/venture capitalist want to realize their gains