berk chapter 23: raising equity capital

Copyright © 2011 Pearson Prentice Hall. All rights reserved.

Chapter 23

Raising Equity Capital

Copyright © 2011 Pearson Prentice Hall. All rights reserved.23-2

Chapter Outline

23.1 Equity Financing for Private Companies

23.2 The Initial Public Offering

23.3 The Seasoned Equity Offering


Learning Objectives

1. Describe four ways in which a private company can raise outside capital.

2. Discuss the effects of a company founder selling stock to an outsider.

3. Identify the two main exit strategies used by equity investors in private companies.

4. Define an initial public offering, and discuss their advantages and disadvantages.

5. Distinguish between primary and secondary offerings in an IPO.

6. Describe typical methods by which stock may be sold during an IPO; discuss risks for parties involved in each method.


Learning Objectives (cont'd)

7. Evaluate the role of the underwriter in an IPO.

8. Describe the IPO process, including the methods underwriters use to value a company before its IPO.

9. Identify ways in which underwriters can mitigate risk during an IPO.

10. List and discuss four puzzles associated with IPOs.

11. Define a seasoned equity offering, describe two ways in which they are brought to market, and identify the stock price reaction to the announcement of a seasoned equity offering.


23.1 Equity Financing for Private Companies

• The initial capital that is required to start a business is usually provided by the entrepreneur and their immediate family.

• Often, a private company must seek outside sources that can provide additional capital for growth.– It is important to understand how the infusion

of outside capital will affect the control of the company.


Sources of Funding

• Angel Investors

– Individual Investors who buy equity in small private firms

• Finding angels is typically difficult.


Sources of Funding (cont'd)

• Venture Capital Firm– A limited partnership that specializes in raising

money to invest in the private equity of young firms

• Venture Capitalists– One of the general partners who work for and

run a venture capital firm



• Venture capital firms offer limited partners advantages over investing directly in start-ups themselves as angel investors.

– Limited partners are more diversified.

– They also benefit from the expertise of the general partners.



• The advantages come at a cost.

– General partners usually charge substantial fees.

• Most firms charge 20% of any positive return they make.

• They also generally charge an annual management fee of about 2% of the fund’s committed capital.


Table 23.1 Most Active U.S. Venture Capital Firms in 2007 (by number of deals completed)


Figure 23.1 Venture Capital Funding in the United States

Source: PricewaterhouseCoopers MoneyTree Report (https://www.pwcmoneytree.com)



• Private Equity Firms– Organized very much like a venture capital

firm, but it invests in the equity of existing privately held firms rather than start-up companies.

– Private equity firms initiate their investment by finding a publicly traded firm and purchasing the outstanding equity, thereby taking the company private in a transaction called a leveraged buyout (LBO). In most cases, the private equity firms use debt as well as equity to finance the purchase.


Figure 23.2 Total U.S. LBO Volume and Number of Deals

Source: Standard & Poors Leveraged Buyout Review (Volume data not available for the single deal in Q1 ‘09)


Table 23.2 Top 10 Private Equity Funds in 2009



• Institutional Investors

– Institutional investors such as pension funds, insurance companies, endowments, and foundations are active investors in private companies

• Institutional investors may invest directly in private firms or they may invest indirectly by becoming limited partners in venture capital firms.



• Corporate Investor

– A corporation that invests in private companies

– Also known as Corporate Partner, Strategic Partner, and Strategic Investor

• While most other types of investors in private firms are primarily interested in the financial returns of their investments, corporate investors might invest for corporate strategic objectives, in addition to the financial returns.


Outside Investors

• Preferred Stock

– Preferred stock issued by mature companies usually has a preferential dividend and seniority in any liquidation and sometimes special voting rights.

– Preferred stock issued by young companies has seniority in any liquidation but typically does not pay regular cash dividends and often contains a right to convert to common stock.


Outside Investors (cont'd)

• Convertible Preferred Stock

– Preferred stock that gives the owner an option to convert it into common stock on some future date



• RealNetworks, which was founded by Robert Glaser in 1993, was initially funded with an investment of approximately $1 million by Glaser.

– As of April 1995, Glaser’s $1 million initial investment in RealNetworks represented 13,713,439 shares of Series A preferred stock, implying an initial purchase price of about $0.07 per share.



• RealNetworks needed additional capital and management decided to raise this money by selling equity in the form of convertible preferred stock.

– The company’s first round of outside equity funding was Series B preferred stock. RealNetworks sold 2,686,567 shares of Series B preferred stock at $0.67 per share in April 1995. After this funding round the distribution of ownership was: (next slide)



• The Series B preferred shares were new shares of stock being sold by RealNetworks. At the price the new shares were sold for, Glaser’s shares were worth $9.2 million and represented 83.6% of the outstanding shares.



• Pre-Money Valuation– At the issuance of new equity, the value of the

firm’s prior shares outstanding at the price in the funding round

• $9.2 million in the RealNetworks example

• Post-Money Valuation– At the issue of new equity, the value of the

whole firm (old plus new shares) at the price the new equity sold at

• $11.0 million in the RealNetworks example



• Over the next few years, RealNetworks raised three more rounds of outside equity in addition to the Series B funding round.


Exiting an Investment in a Private Company

• Exit Strategy– It details how investors will eventually realize

the return from their investment.

• In July 1997, the post-money valuation of existing preferred stock was $8.99 per share. – However, because RealNetworks was still a

private company, investors could not liquidate their investment by selling their stock in the public stock markets.


Textbook Example 23.1


Textbook Example 23.1 (cont'd)


Alternative Example 23.1

• Problem

– Assume:• You founded your own firm two years ago.

• You initially contributed $50,000 of your money and in return received 1,000,000 shares of stock.

• Since then, you have sold an additional 750,000 shares to angel investors.

• You are now considering raising even more capital from a venture capitalist.



• Problem

– Assume:• The venture capitalist would invest $2 million and

would receive 2,000,000 newly issued shares.



• Problem

– What is the post-money valuation?

– Assuming that this is the venture capitalist’s first investment in your company, what percentage of the firm will he end up owning?

– What percentage will you own?

– What is the value of your shares?



• Solution

– The venture capitalist is paying $1 per share.• Thus, the post-money valuation is $3,750,000

– You will own 26.67% of the firm and the post-money valuation of your shares is $1,000,000.

Your shares 1,000,000 26.67%

Angel Investors’ Shares 750,000 20.00%

Venture capitalist’s shares 2,000,000 53.33%

Total shares outstanding 3,750,000 100.00%


23.2 The Initial Public Offering

• Initial Public Offering (IPO)

– The process of selling stock to the public for the first time


Advantages and Disadvantages of Going Public

• Advantages:

– Greater liquidity• Private equity investors get the ability to diversify.

– Better access to capital• Public companies typically have access to much

larger amounts of capital through the public markets.


Advantages and Disadvantages of Going Public (cont'd)

• Disadvantages:

– The equity holders become more widely dispersed.

• This makes it difficult to monitor management.

– The firm must satisfy all of the requirements of public companies.

• SEC filings, Sarbanes-Oxley, etc.


Table 23.3 Largest Global Equity Issues, 2008


Types of Offerings

• Underwriter

– An investment banking firm that manages a security issuance and designs its structure


Types of Offerings (cont'd)

• Primary and Secondary Offerings

– Primary Offering• New shares available in a public offering that raise

new capital

– Secondary Offering• Shares sold by existing shareholders in an equity

offering



• Best-Efforts, Firm Commitment and Auction IPOs

– Best-Efforts Basis• For smaller IPOs, a situation in which the underwriter

does not guarantee that the stock will be sold, but instead tries to sell the sock for the best possible price

– Often such deals have an all-or-none clause: either all of the shares are sold on the IPO or the deal is called off.




– Firm Commitment• An agreement between an underwriter and an issuing

firm in which the underwriter guarantees that it will sell all of the stock at the offer price




– Auction IPO• A method of selling new issues directly to the public

– Rather than setting a price itself and then allocating shares to buyers, the underwriter in an auction IPO takes bids from investors and then sets the price that clears the market.



• Problem

– Ashton, Inc., is selling 900,000 shares of stock in an auction IPO.

– At the end of the bidding period, Ashton’s investment bank has received the following bids.

Price ($)Number of Shares Bid

$10.00 175,000

$9.75 200,000

$9.50 275,000

$9.25 275,000

$9.00 300,000



• Problem (continued)

– What will the offer price of the shares be?



• Solution

– The winning auction price would be $9.25.

Price ($)Number of Shares Bid

$10.00 175,000

$9.75 375,000

$9.50 650,000

$9.25 925,000

$9.00 1,225,000


The Mechanics of an IPO

• Underwriters and the Syndicate

– 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


Table 23.4 Global IPO Offerings by U.S. Issuers, Ranked by 2008 Proceeds


The Mechanics of an IPO (cont'd)

• SEC Filings

– Registration Statement• A legal document that provides financial and other

information about a company to investors prior to a security issuance

– Preliminary Prospectus (Red Herring)• Part of the registration statement prepared by a

company prior to an IPO that is circulated to investors before the stock is offered



• SEC Filings

– Final Prospectus• Part of the final registration statement prepared by a

company prior to an IPO that contains all the details of the offering, including the number of shares offered and the offer price


Figure 23.3 The Cover Page of RealNetworks’ IPO Prospectus

Source: Courtesy RealNetworks, Inc.



• Valuation

– There are two ways to value a company.• Compute the present value of the estimated future

cash flows.

• Estimate the value by examining comparables (recent IPOs).



• Problem– RAXHouse is a private company considering going

public. RAXHouse has assets of $585 million and liabilities of $415 million. The firm’s cash flow from operations was $137 million for the previous year. After the IPO, RAXHouse will have 118 million shares outstanding.

– The industry average cash flow per share multiple is 3.0 and the average book value per share is 2.3.

– Based on these multiples, estimate the IPO price for RAXHouse.



• Solution– RAXHouse’s book value of equity is the difference

between the value of the assets ($585 million) and the value of the liabilities ($415 million), or $170 million. With 118 million shares outstanding, book value per share is $170 million/118 million shares = $1.44/share. Given the industry average of 2.3, the estimated IPO price would be $1.44 × 2.3 = $3.31 per share.

– The firm’s cash flow from operations was $137 million, thus cash flow per share is $137 million/118 million shares = $1.16 per share. Given the industry average multiple of 3.0, the estimated IPO price would be $1.16 × 3.0 = $3.48.



• Valuation

– Road Show• During an IPO, when a company’s senior management

and its underwriters travel around promoting the company and explaining their rationale for an offer price to the underwriters’ largest customers, mainly institutional investors such as mutual funds and pension funds



• Valuation

– Book Building• A process used by underwriters for coming up with an

offer price based on customers’ expressions of interest



• Pricing the Deal and Managing Risk

– Spread• The fee a company pays to its underwriters that is a

percentage of the issue price of a share of stock– For RealNetworks, the final offer price was $12.50 per

share and the company paid the underwriters a spread of $0.875 per share, exactly 7% of the issue price.

– Since this was a firm commitment deal, the underwriters bought the stock from RealNetworks for $11.625 per share and then resold it to their customers for $12.50 per share.

» $12.50 – $0.875 = $11.625




– When an underwriter provides a firm commitment, it is potentially exposing itself to the risk that the banking firm might have to sell the shares at less than the offer price and take a loss.

• However, research shows that 75% of IPOs experience an increase in share price on the first day (only 9% experience a decrease).




– Over-Allotment Allocation (Greenshoe Provision)

• In an IPO, an option that allows the underwriter to issue more stock, usually amounting to 15% of the original offer size, at the IPO offer price




– RealNetworks IPO had a greenshoe provision.• The prospectus specified that 3 million shares would

be offered at $12.50 per share. In addition, the greenshoe provision allowed for the issue of an additional 450,000 shares at $12.50 per share.




– Underwriters initially market both the initial allotment and the allotment in the greenshoe provision by short selling the greenshoe allotment.

• If the issue is a success, the underwriter exercises the greenshoe option, thereby covering its short position.

• If the issue is not a success, the underwriter covers the short position by repurchasing the greenshoe allotment in the aftermarket, thereby supporting the price.




– Lockup• A restriction that prevents existing shareholders from

selling their shares for some period, usually 180 days,

after an IPO


IPO Puzzles

• Underpricing

– Generally, underwriters set the issue price so that the average first-day return is positive.

• As mentioned previously, research has found that 75% of first-day returns are positive.

• The average first day return in the United States is 18.3%.


IPO Puzzles (cont'd)

• Underpricing

– The underwriters benefit from the underpricing as it allows them to manage their risk.

– The pre-IPO shareholders bear the cost of underpricing. In effect, these owners are selling stock in their firm for less than they could get in the aftermarket.


Figure 23.4 International Comparison of First Day IPO Returns

Source: Adapted courtesy of Jay Ritter (http://bear.cba.ufl.edu/ritter)



• Underpricing

– Although IPO returns are attractive, all investors cannot earn these returns.

• When an IPO goes well, the demand for the stock exceeds the supply. Thus the allocation of shares for each investor is rationed.

• When an IPO does not go well, demand at the issue price is weak, so all initial orders are filled completely.

– Thus, the typical investor will have their investment in “good” IPOs rationed while fully investing in “bad” IPOs.



• Underpricing

– Winner’s Curse• Refers to a situation in competitive bidding when the

high bidder, by virtue of being the high bidder, has very likely overestimated the value of the item being bid on

– You “win” (get all the shares you requested) when demand for the shares by others is low, and the IPO is more likely to perform poorly.


Cyclicality

• The number of issues is highly cyclical.

– When times are good, the market is flooded with new issues; when times are bad, the number of issues dries up.


Figure 23.5 Cyclicality of Initial Public Offerings in the United States

Source: Adapted courtesy of Jay R. Ritter from “Some Factoids About the 2008 IPO Market” (http://bear.cba.ufl.edu/ritter).


Costs of an IPO

• A typical spread is 7% of the issue price.

– By most standards this fee is large, especially considering the additional cost to the firm associated with underpricing.

– It is puzzling that there seems to be a lack of sensitivity of fees to issue size.

• One possible explanation is that by charging lower fees, an underwriter may risk signaling that it is not the same quality as its higher-priced competitors.


Figure 23.6 Relative Costs of Issuing Securities

Source: Adapted from I. Lee, S. Lochhead, J. Ritter, and Q. Zhao, “The Costs of Raising Capital,” Journal of Financial Research 19(1) (1996): 59–74.


Long-Run Underperformance

• Although shares of IPOs generally perform very well immediately following the public offering, it has been shown that newly listed firms subsequently appear to perform relatively poorly over the following three to five years after their IPOs.


23.3 The Seasoned Equity Offering

• Seasoned Equity Offering (SEO)

– When a public company offers new shares for sale

• Public firms use SEOs to raise additional equity.

• When a firm issues stock using an SEO, it follows many of the same steps as for an IPO.

– The main difference is that a market price for the stock already exists, so the price-setting process is not necessary.


The Mechanics of an SEO

• Primary Shares– New shares issued by a company in an equity

offering

• Secondary Shares– Shares sold by existing shareholders in an

equity offering

• Tombstones– A newspaper advertisement in which an

underwriter advertises a security issuance


The Mechanics of an SEO (cont'd)

• There are two types of seasoned equity offerings.

– Cash Offer• A type of SEO in which a firm offers the new shares to

investors at large

– Rights Offer• A type of SEO in which a firm offers the new shares

only to existing shareholders– Rights offers protect existing shareholders from

underpricing.


Price Reaction

• Researchers have found that, on average, the market greets the news of an SEO with a price decline.

– This is consistent with the adverse selection discussed in Chapter 16.


Figure 23.7 Post-SEO Performance

Source: Adapted from A. Brav, C. Geczy, and P. Gompers, “Is the Abnormal Return Following Equity Issuances Anomalous,” Journal of Financial Economics 56 (2000): 209–249, Figure 3.


Issuance Costs

• Although not as costly as IPOs, seasoned offerings are still expensive.

– Underwriting fees amount to 5% of the proceeds of the issue.

• Rights offers have lower costs than cash offers.


Chapter Quiz

1. What are the main sources of funding for private companies to raise outside equity?

2. What is a venture capital firm?3. What are some of the advantages and

disadvantages of going public?4. List and discuss four IPO “puzzles.”5. What is the difference between a cash

offer and a rights offer for a seasoned equity offering?

berk chapter 23: raising equity capital

Economy & Finance

equity investors

private equity funds

private equity of young

private company

company private

venture capital funding

corporate investors

investors contd realnetworks