第十九章公众股的发行[24p].pptVIP

Executive Summary This chapter looks at how corporations issue securities to the investing public. The basic procedure for selling debt and equity securities are essentially the same. This chapter focuses on equity. Chapter Outline 19.1 The Public Issue 19.2 Alternative Issue Methods 19.3 The Cash Offer 19.4 The Announcement of New Equity and the Value of the Firm 19.5 The Cost of New Issues 19.6 Rights 19.7 The Rights Puzzle 19.8 Shelf Registration 19.9 The Private Equity Market 19.10 Summary and Conclusions 19.1 The Public Issue The Basic Procedure Management gets the approval of the Board of Directors. The firm prepares and files a registration statement with the SEC. The SEC studies the registration statement during the waiting period. The firm prepares and files an amended registration statement with the SEC. If everything is copasetic with the SEC, a price is set and a full-fledged selling effort gets underway. The Process of A Public Offering Steps in Public Offering Time 1. Pre-underwriting conferences 2. Registration statements 3. Pricing the issue 4. Public offering and sale 5. Market stabilization An Example of a Tombstone Advertisement 19.2 Alternative Issue Methods There are two kinds of public issues: The general cash offer The rights offer Almost all debt is sold in general cash offerings. 19.3 The Cash Offer There are two methods for issuing securities for cash: Firm Commitment Best Efforts There are two methods for selecting an underwriter Competitive Negotiated Firm Commitment Under a firm commitment underwriting, the investment bank buys the securities outright from the issuing firm. Obviously, they need to make a profit, so they buy at “wholesale” and try to resell at “retail”. To minimize their risk, the investment bankers combine to form an underwriting syndicate to share the risk and help sell the issue to the public. Best Efforts Under a best efforts underwriting, the underwriter does not buy the issue from the issuing