group 2-a corpfin

9
Mac Kerwin Visda Rodney Roleda Conbelyn Agarin Pia Faustino Vinilla Germina Quinto Hazel Reyes May Antonnete Salgado

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Corporate FinaneCorporate Finance Group 2-A2nd SemesterAUSL 2014-2015ce Group 2-A

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  • Mac Kerwin VisdaRodney RoledaConbelyn AgarinPia FaustinoVinilla Germina QuintoHazel ReyesMay Antonnete Salgado

  • The primary purpose of IPO is to increase capital in a cost-effective way because it allows business expansion without increasing borrowings or draining the companys cash reserves. IPO also improves the companys profits and increase the potential for mergers or acquisitions.

    1. What is the primary purpose of IPO?

  • 2. Who is primarily responsible for managing the IPO process and what other roles does it assume?

    The lead investment bank is the one primarily responsible for managing the IPO process and for coordinating the companys other advisers. Depending on the terms of its engagement, it may also assume the roles of Underwriter, Financial Adviser, Stabilizing manager, and Research analyst.

  • 3. How long does the IPO process takes?

    It is extremely important that the companys management understand from early stage how time consuming and overwhelming the IPO process can be. A timetable should be agreed at the outset and deadlines for particular tasks should be set. Below is atimeline for an initial public offering (IPO)of securities of a non-emerging growth company.

  • 4. What are some of the tasks involving due diligence?

    Industry/Market Due Diligence Youll have to research the market, speak with experts, and figure out where it might be headed in the future.

    Legal and IP Due Diligence Lawyers handle most of this it consists of reviewing contracts, registrations, and other documents

    Financial and Tax Due Diligence Accountants do most of this and comb through historical financial statements, tax returns, and so on, and look for irregularities.

  • 5. What are the other corporate matters to consider regarding initial public offering?

    Banking FacilitiesAny banking facilities or other financial arrangements of the company need to be reviewed to insure that they are sufficient for its capital requirements as publicly listed company (taking into account the proceeds of any issue of shares). The underwriters may suggest that the company enter into a banking facility prior to the IPO to ensure that the company will have sufficient capital following the IPO.

  • ContractsImportant contracts need to be reviewed to ensure that there are no change of control or other provisions which would be triggered by the IPO and which could have an adverse effect on the business of the company. While conducting due diligence, company counsel should review all contracts to ensure that the company and its stockholders which may not have been formalized, such as for the provision of services and the use of property.Intellectual PropertyKey intellectual property rights need to be reviewed to verify ownership and the scope of protection available to the company.

  • Qualifications to do BusinessThe company should confirm that it and all of its material subsidiaries are qualified to do business and are in good standing in all jurisdictions where their respective activities require them to be qualified. It is necessary to start this process early as the underwriters expect certificates of good standing form each applicable jurisdiction to be delivered at the closing of the IPO.InsuranceInsurance agreements need to be reviewed to ensure adequacy of coverage following the IPO.

  • Thank You. God bless.