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fin 302
Corporate finance chapter 15
29
Accounting
Undergraduate 1
11/27/2016

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Term
venture capital
Definition
financing for new, often high-risk ventures
Term
registration statement
Definition
a statement filed with the SEC that discloses all material information concerning the corporation making a public offering
Term
regulation a
Definition
an sec regulation that exempts public issues of less than 5 million dollars from the most registration requirements.
Term
prospectus
Definition
a legal document describing details of the issuing corporation and the proposed offering to potential investors
Term
red herring
Definition
a preliminary prospectus described to prospective invertors in a new issue of securities
Term
tombstone
Definition
an advertisement announcing public offering
Term
general cash offer
Definition
an issue of securities offered for sale to the general public on a cash basis
Term
rights offer
Definition
a public issue of securities in which securities are first offered to existing shareholders
Term
initial public offering
Definition
a company's first equity issue made available tot the public.
Term
seasoned equity offering
Definition
a new equity issue of securities by a company that has previously issued securities to the public
Term
underwriters
Definition
investment firms that act as intermediate between a company selling securities and investing public
Term
syndicate
Definition
a group of underwriters formed to share the risk and to help sell an issue
Term
gross spread
Definition
compensation to underwriter, determined by the difference between the underwriter's buying price.
Term
firm commitment underwriting
Definition
the type of underwriting in which the underwriter buys, the entire issue, assuming full financial responsibility
Term
best efforts underwriting
Definition
the type of underwriting in which the underwriter sells as much of the issue as possible, but can return any unsold shares to the issuer without financial responsibility
Term
dutch auction underwriting
Definition
the type of underwriting in which the offer price is set based on competitive bidding by investors
Term
green shoe prevision
Definition
a contract provision giving the underwriter the option to purchase additional shares from the issuer at the offering price.
Term
lockup agreement
Definition
the part of the underwriting contract that specifies how long insiders must wait after an IPO before they can sell stock
Term
number of new shares
Definition
funds to be raised/subscription price
Term
number of rights needed to buy a share of stock
Definition
old shares/ new shares
Term
holder of record date
Definition
the date on which existing shareholders on company records are designated as the recipients of stock rights, also the date of record.
Term
ex-rights
Definition
the beginning of the period when stock is sold without a recently declared right, normally two trading das before the holder-of-record date.
Term
standby underwriting
Definition
the type of underwriting in which the underwriter agrees to purchase the unsubscribed portion of the issue
Term
standby fee
Definition
an amount paid to an underwriter participating in a standby underwriting agreement
Term
oversubscription privilege
Definition
a privilege that allows shareholders to purchase unsubscribed shares in a rights offering at the subscription
Term
dilution
Definition
loss in existing shareholders' value in terms of ownership, market value, book value, or EPS
Term
term loans
Definition
direct business loans typically one to five years
Term
private placements
Definition
loans provided directly by a limited number of investors
Term
shelf registration
Definition
registration by SEC rule 415, which allows a company to register all issues it expects to sell within two years at one time, with subsequent sales at anytime within those two years
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