Professional Documents
Culture Documents
Chap 012
Chap 012
McGraw-Hill/Irwin Copyright © 2010 by The McGraw-Hill Companies, Inc. All rights reserved. Shepherd
Financing the Business
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Table 12.1 - Stages of Business
Development Funding
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Financing the Business (cont.)
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Table 12.2 - Characteristics of
Informal Investors
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Table 12.2 - Characteristics of
Informal Investors (cont.)
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Venture Capital
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Figure 12.3 - Percentage of Venture
Dollars Raised by Stage in 2008
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Venture Capital (cont.)
Venture-Capital Process
Objective of a venture-capital firm - Generation
of long-term capital appreciation through debt
and equity investments.
Criteria for committing to venture:
Strong management team.
A unique product and/or market opportunity.
Business opportunity must show significant capital
appreciation.
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Figure 12.4 - Venture-Capital
Financing: Risk and Return Criteria
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Venture Capital (cont.)
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Venture Capital (cont.)
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Table 12.6 - Guidelines for Dealing
with Venture Capitalists
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Table 12.6 - Guidelines for Dealing
with Venture Capitalists (cont.)
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Valuing Your Company
Factors in Valuation
Nature and history of business.
Economic outlook- general and industry.
Comparative data.
Book (net) value.
Future earning capacity.
Dividend-paying capacity.
Assessment of goodwill/intangibles.
Previous sale of stock.
Market value of similar companies’ stock.
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Valuing Your Company (cont.)
Ratio Analysis
Serves as a measure of financial strengths and
weaknesses of the venture but should be used
with caution.
It is typically used on actual financial results.
Provides a sense of where problems exist in the
pro forma statements.
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Valuing Your Company (cont.)
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Valuing Your Company (cont.)
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Valuing Your Company (cont.)
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Valuing Your Company (cont.)
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Valuing Your Company (cont.)
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Valuing Your Company (cont.)
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Table 12.7 - Steps in Valuing Your
Business and Determining Investors’
Share
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Evaluation of an Internet Company
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Deal Structure
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Going Public
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Table 12.8 - Advantages and
Disadvantages of Going Public
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Timing of Going Public and
Underwriter Selection
Timing
Is the company large enough?
What is the amount of the company’s earnings,
and how strong is its financial performance?
Are the market conditions favorable for an initial
public offering?
How urgently is the money needed?
What are the needs and desires of the present
owners?
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Timing of Going Public and
Underwriter Selection (cont.)
Underwriter Selection
Managing underwriter - Lead financial firm in
selling stock to the public.
Underwriting syndicate - A group of firms
involved in selling stock to the public.
Factors to consider in selection:
Reputation.
Distribution capability.
Advisory services.
Experience.
Cost.
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Registration Statement and
Timetable
“All hands” meeting - Preparing a timetable
for the registration process.
First public offering requires six to eight
weeks.
The SEC takes six to 12 weeks to declare
the registration effective.
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Registration Statement and
Timetable (cont.)
Reasons for delays:
Heavy periods of market activity.
Peak seasons.
Attorney’s unfamiliarity with federal or state
regulations.
Issues arising over requirements of the SEC.
When the managing underwriter is
inexperienced.
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Registration Statement and
Timetable (cont.)
SEC attempts to ensure that the document
makes a full and fair disclosure of the
material reported.
Registration statement consists of:
Prospectus.
Registration statement.
Most initial public offerings will use a Form
S-1 registration statement.
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Registration Statement and
Timetable (cont.)
Prospectus
Cover page Selected financial
Prospectus summary data
Description of the Business,
company management, and
owners
Risk factors
Type of stock
Use of proceeds
Underwriter
Dividend policy
information
Capitalization
Actual financial
Dilution statements.
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Registration Statement and
Timetable (cont.)
The Registration Statement
Information regarding:
Offering.
Past unregistered securities offering of the company.
Other undertakings by the company.
Includes exhibits:
Articles of incorporation.
Underwriting agreement.
Company bylaws.
Stock option and pension plans.
Initial contracts.
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Registration Statement and
Timetable (cont.)
Procedure
Preliminary prospectus (red herring) can be
distributed to the underwriting group.
Deficiencies are communicated through
telephone or a comment letter.
Pricing amendment - Additional information on
price and distribution is submitted to the SEC to
develop the final prospectus.
Waiting period - Time between the initial filing
and its effective date is usually around 2 to 10
months.
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Legal Issues and Blue-Sky
Qualifications
Legal Issues
Quiet period – 90-day period in going public when
no new company information can be released.
Blue-Sky Qualifications
Blue-sky laws - Laws of each state regulating
public sale of stock.
May cause additional delays and costs to the
company.
Many states allow their state securities
administrators to prevent an offering from being
sold in their state.
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After Going Public
Aftermarket Support
Actions of underwriters to help support the price
of stock following the public offering.
Relationship with the Financial Community
Has a significant effect on the market interest
and the price of the company’s stock.
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After Going Public (cont.)
Reporting Requirements
The company must file:
Annual reports on Form 10-K.
Quarterly reports on Form 10-Q.
Specific transaction or event reports on Form 8-K.
Company must follow proxy solicitation
requirements.
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