chapter 2: the internet 1 raising capital new businesses five year success rate banks sources of...

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Chapter 2: The Internet 1 Raising Capital New businesses Five year success rate Banks Sources of funding Structure? Security law violations?

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Page 1: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 1

Raising Capital

New businessesFive year success rateBanksSources of funding

Structure? Security law violations?

Page 2: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 2

Raising Capital

“Crowd” funding: Companies can raise up to $ 1 million Investors:

Invest up to < $10,000; 10% of incomeNo need to register securities with

SEC/state

Page 3: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 3

Private offerings

35 or fewer investors and accredited investors Accredited investors

Assets > $ 1 million (not home) or income > $200,000

35 other investors: must be able to judge merits

No registration statement with the SEC needs to be filed

Page 4: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 4

Venture capital: financing for new businesses Financing provided in stages Initial financing includes goals

Fail to meet goals, financing endsGoals met, additional financing provided

May be provided by another vc firm

Page 5: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 5

Venture capital: financing for new businesses Financing not cheap

Will get large equity position in the company

Often preferred stock Not long-term money. “Exit strategy”

Hope to sell in IPO or when founders are able to get financing to buy them out.

Page 6: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 6

Venture capitalists

Hope 1 in 10 will be a home run Introductions to “sell” concept Some "hands on"; others provide

guidance when they are asked

Page 7: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 7

Public offerings

Seasoned offeringReaction of market

Why not debt? Signal regarding stock price?

Page 8: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 8

Public offerings

IPO Must file registration statement

contains financial statements, summary of business and use of financing

Similar to Form 10-K SEC has 20 days to review the registration statement

Doesn't judge merit of offering Only makes sure required disclosure is made Shelf registration: sell during next two years if

requirements met

Page 9: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 9

Public offerings

Prospectus issued to potential investors during registration period

Management will do "road shows" for potential institutional investors such as Fidelity

After the review period ends, securities can be offered to the public

Page 10: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 10

Underpricing IPOs

Occurs most often when markets strong Annies IPO at $19, raising $95 million Stock closed first day at $34.65

Company left $15 per share or $75+ million on the table

Recent study: underpricing not a concern Existing owners getting rich, don't mind millions left

on the table

Page 11: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 11

IPOs: investor’s perspective

Difficult for most investors to get their hands on IPO issuesLarge investorsExecs of other companiesPoliticians

Small investorsAble to get shares, IPO that does not do

wellWinners curse

Page 12: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 12

Underpricing IPOs

Google: auction to set IPO price for sharesThen accept offers at that price ($85)Allow small investors to participate

Page 13: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 13

Public offerings

Lockup period: stock can not be sold for a period of time Typically six months (Ferraris > Linked In)

Underwriters: syndicate of investment firms shares risk of selling the issue Discourage flipping Lead underwriter will price issue

Too high, issue may be forced to be withdrawn Too low, company/existing shareholders leaving

money on table

Page 14: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 14

Costs of raising capital

As percent, much higher for small issues

Higher for IPOs vs. seasoned equity Higher for equity versus bonds Higher for junk bonds versus

investment grade bonds

Page 15: Chapter 2: The Internet 1 Raising Capital New businesses  Five year success rate  Banks  Sources of funding Structure? Security law violations?

Chapter 2: The Internet 15

Issuing bonds

Often in private placementsLife insurance companies, pension plans

and mutual funds