Firms regularly need to raise new capital to help pay for their many investment projects. Broadly speaking, they can raise funds either by borrowing money or by selling shares in the firm. Investment bankers are generally hired to manage the sale of these securities in what is called a primary market for newly issued securities. Once these securities are issued, however, investors might well wish to trade them among themselves. For example, you may decide to raise cash by selling some of your shares in Apple to another investor. This transaction would have no impact on the total outstanding number of Apple shares. Trades in existing securities take place in the secondary market.
Shares of publicly listed firms trade continually on well-known markets such as the New York Stock Exchange or the NASDAQ Stock Market. There, any investor can choose to buy shares for his or her portfolio. These companies are also called publicly traded, publicly owned, or just public companies. Other firms, however, are private corporations, whose shares are held by small numbers of managers and investors. While ownership stakes in the firm are still determined in proportion to share ownership, those shares do not trade in public exchanges. Some private firms are relatively young companies that have not yet chosen to make their shares generally available to the public, others may be more established firms that are still largely owned by the company’s founders or families, and others may simply have decided that private organization is preferable.
Privately Held Firms
A privately held company is owned by a relatively small number of shareholders. Privately held firms have fewer obligations to release financial statements and other information to the public. This saves money and frees the firm from disclosing information that might be helpful to its competitors. Some firms also believe that eliminating requirements for quarterly earnings announcements gives them more flexibility to pursue long-term goals free of shareholder pressure.
At the moment, however, privately held firms may have only up to 499 shareholders. This limits their ability to raise large amounts of capital from a wide base of investors. Thus, almost all of the largest companies in the U.S. are public corporations. When private firms wish to raise funds, they sell shares directly to a small number of institutional or wealthy investors in a private placement. Rule 144A of the SEC allows them to make these placements without preparing the extensive and costly registration statements required of a public company. While this is attractive, shares in privately held firms do not trade in secondary markets such as a stock exchange, and this greatly reduces their liquidity and presumably reduces the prices that investors will pay for them. Liquidity has many specific meanings, but generally speaking, it refers to the ability to trade an asset at a fair price on short notice. Investors demand price concessions to buy illiquid securities.
Publicly Traded Companies
When a private firm decides that it wishes to raise capital from a wide range of investors, it may decide to go public. This means that it will sell its securities to the general public and allow those investors to freely trade those shares in established securities markets. The first issue of shares to the general public is called the firm’s initial public offering, or IPO. Later, the firm may go back to the public and issue additional shares. A seasoned equity offering is the sale of additional shares in firms that already are publicly traded. For example, a sale by Apple of new shares of stock would be considered a seasoned new issue. Public offerings of both stocks and bonds typically are marketed by investment bankers who in this role are called underwriters. More than one investment banker usually markets the securities. A lead firm forms an underwriting syndicate of other investment bankers to share the responsibility for the stock issue.
Investment bankers advise the firm regarding the terms on which it should attempt to sell the securities. A preliminary registration statement must be filed with the Securities and Exchange Commission (SEC), describing the issue and the prospects of the company. When the statement is in final form, and approved by the SEC, it is called the prospectus. At this point, the price at which the securities will be offered to the public is announced.
Shelf Registration
An important innovation in the issuing of securities was introduced in 1982 when the SEC approved Rule 415, which allows firms to register securities and gradually sell them to the public for two years following the initial registration. Because the securities are already registered, they can be sold on short notice, with little additional paperwork. Moreover, they can be sold in small amounts without incurring substantial flotation costs. The securities are “on the shelf,” ready to be issued, which has given rise to the term shelf registration.
Shares of publicly listed firms trade continually on well-known markets such as the New York Stock Exchange or the NASDAQ Stock Market. There, any investor can choose to buy shares for his or her portfolio. These companies are also called publicly traded, publicly owned, or just public companies. Other firms, however, are private corporations, whose shares are held by small numbers of managers and investors. While ownership stakes in the firm are still determined in proportion to share ownership, those shares do not trade in public exchanges. Some private firms are relatively young companies that have not yet chosen to make their shares generally available to the public, others may be more established firms that are still largely owned by the company’s founders or families, and others may simply have decided that private organization is preferable.
Privately Held Firms
A privately held company is owned by a relatively small number of shareholders. Privately held firms have fewer obligations to release financial statements and other information to the public. This saves money and frees the firm from disclosing information that might be helpful to its competitors. Some firms also believe that eliminating requirements for quarterly earnings announcements gives them more flexibility to pursue long-term goals free of shareholder pressure.
At the moment, however, privately held firms may have only up to 499 shareholders. This limits their ability to raise large amounts of capital from a wide base of investors. Thus, almost all of the largest companies in the U.S. are public corporations. When private firms wish to raise funds, they sell shares directly to a small number of institutional or wealthy investors in a private placement. Rule 144A of the SEC allows them to make these placements without preparing the extensive and costly registration statements required of a public company. While this is attractive, shares in privately held firms do not trade in secondary markets such as a stock exchange, and this greatly reduces their liquidity and presumably reduces the prices that investors will pay for them. Liquidity has many specific meanings, but generally speaking, it refers to the ability to trade an asset at a fair price on short notice. Investors demand price concessions to buy illiquid securities.
Publicly Traded Companies
When a private firm decides that it wishes to raise capital from a wide range of investors, it may decide to go public. This means that it will sell its securities to the general public and allow those investors to freely trade those shares in established securities markets. The first issue of shares to the general public is called the firm’s initial public offering, or IPO. Later, the firm may go back to the public and issue additional shares. A seasoned equity offering is the sale of additional shares in firms that already are publicly traded. For example, a sale by Apple of new shares of stock would be considered a seasoned new issue. Public offerings of both stocks and bonds typically are marketed by investment bankers who in this role are called underwriters. More than one investment banker usually markets the securities. A lead firm forms an underwriting syndicate of other investment bankers to share the responsibility for the stock issue.
Investment bankers advise the firm regarding the terms on which it should attempt to sell the securities. A preliminary registration statement must be filed with the Securities and Exchange Commission (SEC), describing the issue and the prospects of the company. When the statement is in final form, and approved by the SEC, it is called the prospectus. At this point, the price at which the securities will be offered to the public is announced.
Shelf Registration
An important innovation in the issuing of securities was introduced in 1982 when the SEC approved Rule 415, which allows firms to register securities and gradually sell them to the public for two years following the initial registration. Because the securities are already registered, they can be sold on short notice, with little additional paperwork. Moreover, they can be sold in small amounts without incurring substantial flotation costs. The securities are “on the shelf,” ready to be issued, which has given rise to the term shelf registration.
Initial Public Offerings
Investment bankers manage the issuance of new securities to the public. Once the SEC has commented on the registration statement and a preliminary prospectus has been distributed to interested investors, the investment bankers organize road shows in which they travel around the country to publicize the imminent offering. These road shows serve two purposes. First, they generate interest among potential investors and provide information about the offering. Second, theyprovide information to the issuing firm and its underwriters about the price at which they will be able to market the securities. Large investors communicate their interest in purchasing shares of the IPO to the underwriters; these indications of interest are called a book and the process of polling potential investors is called bookbuilding. These indications of interest provide valuable information to the issuing firm because institutional investors often will have useful insights about both the market demand for the security as well as the prospects of the firm and its competitors. It is common for investment bankers to revise both their initial estimates of the offering price of a security and the number of shares offered based on feedback from the investing community.
Investment bankers manage the issuance of new securities to the public. Once the SEC has commented on the registration statement and a preliminary prospectus has been distributed to interested investors, the investment bankers organize road shows in which they travel around the country to publicize the imminent offering. These road shows serve two purposes. First, they generate interest among potential investors and provide information about the offering. Second, theyprovide information to the issuing firm and its underwriters about the price at which they will be able to market the securities. Large investors communicate their interest in purchasing shares of the IPO to the underwriters; these indications of interest are called a book and the process of polling potential investors is called bookbuilding. These indications of interest provide valuable information to the issuing firm because institutional investors often will have useful insights about both the market demand for the security as well as the prospects of the firm and its competitors. It is common for investment bankers to revise both their initial estimates of the offering price of a security and the number of shares offered based on feedback from the investing community.
No comments:
Post a Comment