Prakash DHEERIYA
Transcription
Prakash DHEERIYA
Impact of Internet on Firm’s Cost of Capital: An Analysis Prakash DHEERIYA Chair and Professor of Finance California State University-Dominguez Hills 1000 E Victoria St, Carson, CA 90747, USA 310-243-3350 [email protected] Ted AZARMI Assistant Professor of Finance California State University-Long Beach 1250 Bellflower Blvd., Long Beach, CA 90840, USA 562-985-5725 [email protected] Abstract _______________________________________________ The use of entry of new technology such as satellite communications, fibre optic cables, high speed EFTs has significantly changed the way companies raise capital. Geographical and time constraints are not obstacles anymore. Participants in financial markets react swiftly to latest data, regardless of its geographical location. Internet makes it possible for all business entities to tap potentially thousands of investors located all over the globe. Small companies in tend to benefit the most since their access to capital markets tend to be restricted. With Internet as one of the viable avenues for raising capital, these companies have as much access to financial markets as large companies. In this paper, we investigate cases of companies that have successfully raised capital on the Internet and its impact on cost of capital. We hypothesize that cost of capital should be lower for companies using the internet to access capital. Transaction costs, geographical spread of investors are some factors which can explain the lower cost of capital. Results of this study are useful to academicians, corporate officers, businessmen and regulators. Keywords: Internet, Financing, Cost of Capital The internet1 as a medium of raising capital has many backers. It can provide an extremely valuable tool in public offerings as Impact of Internet on Firm’s Cost of Capital: An Analysis Prakash DHEERIYA and Ted AZARMI well as private offerings exempt from registration with the SEC under Securities Act of 1933. In the context of a public securities offering, an internet user can find an issuer's website containing a securities offering prospectus and can easily become a possible investor. An issuer, by offering securities on the internet, can bypass the use of underwriters entirely. With millions of internet users worldwide, the value of internet as a means of access to capital in the context of a public offering of securities is very obvious. The nineties saw a tremendous growth in the use of cyberspace, internet, information highway or technology in ordinary business activities. Internet based businesses dealing with investment banking, venture capital, financial marketing have mushroomed. In the area of obtaining capital for "small cap" firms, the internet has been valuable in bringing information about capital needs very rapidly to potential investors. The presence of such facilitating firms onto the Web can be attributed to three main factors: the emergence of the Internet as a powerful marketing tool; the advent of on-line trading; and the changes in SEC regulation to better facilitate the first financing of smaller companies (Balling (1997)). When federal securities laws were enacted half a century ago, it was inconceivable for businesses to communicate in a paperless society2. Despite the unanticipated growth in electronic communication, drafters of securities laws established a basic set of objectives for securities disclosure that could be achieved regardless of the type of communication used to distribute or offer those securities. A particular form of communication is also not required to meet the other objectives of securities laws, namely, preventing fraud in the securities markets, maintaining fair and honest markets, and improving the breadth of capital available to securities markets.3 The objective of this study is to investigate the growth of offerings of capital on the Internet; the simultaneous response and changes brought about in securities laws and by regulators; and the consequent impact on a potential issuer’s cost of capital. The first section of this paper will discuss changes in current securities laws in response to the use of changing technology by market participants. Instances of companies raising capital over the internet will be discussed next, followed by a discussion on cost of capital of such issuers. Finally, the future role of the Internet, SEC, in the area of capital raising will be discussed and summarized. This paper will conclude with the author's observations. 1. Introduction Over past fifty years, the Securities and Exchange Commission (SEC) has regulated the capital raising mechanism, be it face to face communications or via telephone conversations. Instead of instituting or seeking fundamental changes in securities laws from Congress in response to changing uses of technology by market participants, the SEC has updated and revised its rules and regulations incrementally to address new forms of communication and technologies. For example, since 1975, the SEC has generally overseen the development of the structure of a "national market system for securities." The SEC's role in this regard generally has been to serve as a facilitator of market participants' development and use of new technologies in the trading of securities, rather than to mandate a specific market structure. Most recently, the SEC, under the chairmanship of Arthur Levitt, amended Regulation A (of the Securities Act of 1933) to exempt companies raising up to $ 5 million in a self-underwritten offering from full registration (an expensive and time-consuming process for many start-ups) in 1992. In addition, the 1992 amendment allowed for companies to "test the waters" to solicit indications of interest in their securities from investors before undergoing the difficult process of going public. In 1995, the SEC ruled that company prospectuses could be delivered to investors electronically, leading to substantial savings in printing and postal costs associated with prospectus distribution (Balling (1997)). In the latter half of 1999, there was discussion of NYSE & NASDAQ becoming a for-profit, publicly listed entity, and offering extended trading hours. Growth of Instinet, Datek’s and E-trade’s extended trading hours, and development of similar electronic commerce networks (ECNs) further testify to the growing popularity and demand of internet-based trading systems, despite widespread concern by regulators of day trading. 2. How do Companies Raise Capital on the Internet? Potential investors can obtain information related to small-cap offerings by issuing companies can access their potential investors at IPO-related Web sites4. Some sites (IPOnet, INVbank, and WitCapital) are trying to offer "full service" in one location by building a network of broker/dealers to participate collectively in buying/selling and market-making of securities offered on their sites. Since secondary market for Internet IPOs is very small, these sites are trying to increase their securities' liquidity (Balling (1997)). There hasn't been a single case where an issuing company managed to raise 100 % of its capital needs through an Internet IPO. Only "40% of Spring Street's IPO, [now famous as the first Internet-based IPO] was financed over the internet, while remainder of the capital was found off-line. Internet IPOs can lower an issuer's cost of capital by eliminating underwriters' and bankers' fees, which can run upto 6 % of the proceeds. Most common types of public offering found on the Internet are small-cap, self-underwritten offerings: SCOR's (Small Corporate Offering Registrations, up to $1 million), "SB-2's" (nicknamed after the actual form filed with the SEC up to no limit on the offering amount) and Regulation A's (named after the 1992 Amendment to Regulation A of the Securities Act, up to $5 mil)5. SCOR offerings were designed by SEC to enable smaller companies to raise capital by making registration process easier and cheaper, by using a shortened prospectus for registered offerings upto $ 1 million. On the internet, private placements and regulation S offerings are self-underwritten and exempt from registration with the SEC. In such placements, moneys can be raised from "Accredited Investors"6 only and there is no limit on the amount of money that can be raised.. There have been no studies which have dealt with the issue of internet related offerings, their success in raising capital for its issuers and impact on issuer’s cost of capital. A study by Osteryoung et al. did not explicitly investigate internet-based offerings, but concentrated on a narrow field of initial public offering called SCOR offerings. They found that neither geographical regions nor amount of equity offered in SCOR significantly affected the success of SCOR offerings7. 3. Current SEC Rules & Regulation S Impact of Internet on Firm’s Cost of Capital: An Analysis Prakash DHEERIYA and Ted AZARMI Pertaining to Internet Offerings Laws governing internet offerings are same as the ones for those done in the traditional manner. For example, only users who have registered with the Web site as Accredited Investors can read the private placement memorandums on password-protected pages. Similarly, in accordance with state "blue-sky" laws, announcement of public and private offerings on IPO Web sites have notices alerting potential investors as to which state residents may purchase the securities offered. Certain offerings that are exempt from registration at the federal level may be subject to the securities laws of individual states. Many states have followed the lead of the SEC and the State of Pennsylvania, and have amended their Blue Sky Laws to permit the use of an electronic prospectus. The exemption, first adopted by Pennsylvania, exempts securities offered on the internet from registration, so long as offers are not directed at residents of the state. This leads to a potential problem for the broker if he and his firm, and the securities themselves, are not registered in all 50 states. The posting of a preliminary prospectus, or other information regarding an internet offering could be deemed a solicitation in that state. Without registration, or an exemption, a broker, brokerage firm, and even an issuer, could find itself the subject of an administrative proceeding for violation of state securities laws. The SEC has the power to enter an order temporarily suspending a Regulation A exemption for at least seven reasons under Regulation A, Rule 258. An important reason, insofar as internet offerings are concerned, is under Rule 258 (3) of Regulation A, which allows the SEC to order suspension when "the offering is being made or would be made in violation of section 17 of the Securities Act."8 In addition, the SEC requires posting of warnings that show the SEC does not formally endorse Regulation A securities as it commonly does with a registered security9. Issuer of an exempt security typically files with a particular state in which it seeks to sell exempt securities. Every state has its own securities regulations (known as "Blue Sky Laws"). As long as full and honest disclosure are made, the SEC has little power to review the substantive merits of a proposed offering. Most state blue sky laws, however, do not follow the "disclosure only" approach and instead allow the state securities administrator to prohibit an offering if the administrator believes that the issue is substantially undesirable. This can have a chilling effect on internet IPOs since the issuers will have to file in each state in which they intend to sell their securities. 4. Regulation S and Global Equity Offerings via Internet Any offering of capital over the internet can be considered global since any investor can access the issuer's site and subscribe to its offering. Regulation S under the Securities Act provides that offers and sales of securities outside the U.S. are not subject to the registration requirements of the Securities Act. This regulation was adopted in April 1990 and it was considered necessary since there was no exemption in the Securities Act itself for offerings outside the U.S. that make use in any way of U.S. means of communication. The exemption provided by Regulation S relates only to the registration requirements of the Securities Act, and not to the various provisions relating to misstatements or omissions in offering materials. Having outlined the key provisions of the relevant U.S. laws and regulations, we now discuss their effect on the mechanics of a global equity offering and on cost of capital. In a standard internet equity offering, underwriting arrangements will be absent, since the objective is to bypass middlemen and go directly to investors. Registration requirements of the Securities Act, including prohibition on offers before a registration statement is filed, limitation of written offers thereafter to the preliminary prospectus included in the registration statement, the requirements that no sale be made until registration statement is declared effective and that a copy of the final prospectus be delivered to each purchaser at or prior to the confirmation of sale, and the associated restrictions on publicity (as well as restrictions on publicity imposed by Rule 10b-6) will, of course, apply to any public offering in the U.S. They will not, however, apply to the international offering so long as it is made outside the U.S. in accordance with Regulation S.(Braverman (1993)). There have been issuers who have pioneered the use of internet in raising capital. Notably among those are Spring Street Brewing Company, Wit-Capital, and Real Goods Trading Company. The financing subsidiary of General Motors has used the internet, in addition to the traditional means of raising capital, in its offering of debt securities. A company’s cost of capital is the required rate of return that a firm must achieve in order to cover the cost of acquiring funds in the marketplace. Based on an assessment of riskiness of each firm, investors will supply new funds to a firm only if it pays them the required rate of return to compensate them for taking the risk of investing in that firm’s stocks and bonds. Cost of capital is composed of cost of debt and of equity. If the risk is high, as is true in most companies offering securities over the internet, the return investors demand to invest in them is high too. In internet offerings, there is also the uncertainty of existence of a secondary market, in addition to the traditional uncertainty and risk of time. The longer the funds are invested, the higher the cost of capital due to time-related risks of loss of principal through failure and default. Capital market conditions, government policies, tax structure, and other factors can cause significant changes in relative cost of acquiring funds, and therefore, the weighted average cost of capital (WACC). The supply curve available to a firm tends to flatten, given the large amounts of funds available through the internet. Consequently, one can argue that cost of capital to a firm falls, as the supply of funds increases dramatically. This is illustrated in the following diagram in Figure 1: Impact of Internet on Firm’s Cost of Capital: An Analysis Prakash DHEERIYA and Ted AZARMI S” D Cost of Capital S C” S’ C C’ Supply of capital Figure 1: Cost of Capital and internet San Francisco lists two Internet based offering stocks -- Real The supply curve (S’), in the presence of increased capital Goods Trading, a Ukiah, California, catalog company that availability through the internet, shifts to the right and is flatoffers alternative-energy products, and Mendocino Brewing of ter. The shift to the right is caused by increased availability Hopland, California in its SCOR Marketplace. The exchange and use of internet. The lowering of costs of raising funds is discussed with state regulators and the American Bar Associapossible due to savings in floatation costs, underwriting extion on designing the market in Internet based stocks, but so penses, postage and other middlemen-related costs (C’). far volume in the two listed stocks is only a "couple hundred" a day. The exchange has a vested interest in development of It is possible that the increased uncertainty and riskiness of a this market because it believes that such companies, if and firm unknown to the capital market may shift the WACC back when successful, would continue to be listed on that exchange. to the same level (C), as if the firm did not avail of the internet Infrastructural problems on building of the secondary market medium. One can argue that WACC to a small firm is the same have prevented its growth. (C), regardless of the avenue taken for raising capital. In addition, costs incurred to advertise the web site where prospectus Another proposal by a professor of finance for an Internet and other capital-raising documents are located, may be as trading system had to be shelved. Dan Weaver, at Marquette great as the cost of raising capital through traditional means. University, sought to create an Interbourse, a Web-based sysSuccess of issuing capital is not guaranteed if done through the tem to buy and sell stocks using credit cards for payment. internet. The track record of companies raising capital through Under the plan, if an investor bought a stock, then the price the internet indicates that none of the companies ever reached was charged to his credit card. If an investor sold a stock, then full subscription. In that respect, the true supply curve (S”) of a credit was applied to his account. His inability to find a credit external funds of an unknown firm may be completely inelascard company which would go along with his proposal resulted tic, or may compose entirely of owner-supplied funds. There is in the plan's demise. almost no evidence of a firm successfully lowering its WACC by using the internet. Prices of other commodities (air-fares, Internet-based IPOs are not a serious threat to Wall Street curbooks, to name a few) have been lowered where internet has rently because they are too small to be economical. Value of been used, but we find no evidence of that in case of capital. internet in the context of private securities offering lies in the speed of access to capital, significant savings of legal costs The internet provides convenience of searching for resources, related to organization and administration of the private offerrather than increasing availability of cheap resources. Access ing, and savings of costs of printing, binding and postage into information by potential investors increases in the presence herent in the private offering process.10 of internet-based issues, but competition for good, quality, highly rated capital issues has not seemed to have lowered a 5. Future of Internet as a Medium of firm’s WACC. Companies have often exploited their brand name and recognition in offering low cost debt issues (e.g. raising Capital Walt Disney’s very long term debt issues), but we have yet to see that in the cyber world. It is yet to be seen if the use of Of the Internet IPO's filed after Netscape Communications internet will lower a firm’s WACC.. Corp's IPO in August 1995, 79 percent failed to rise above their offering price. Many analysts are skeptical of internet as a Although Internet offerings provide businesses with fresh capiway of raising capital. According to David Menlow of IPO tal for expansion at less than half the cost of a traditional Initial Financial Network, "The Internet is not a viable market, and Public Offering (IPO), there is virtually no secondary market it's being used for companies that should not be going public in for shareholders. That is a very serious disadvantage of such the first place. Participating in an IPO outside of normal chanInternet based IPOs. Despite the presence of an active secnels is taking on an inordinately high level of risk." (Chrein ondary market, issuers are trying to establish a skeleton (1996)) Other IPO analysts are more cautionary when advocatmarket for their Internet based issues. The Pacific Exchange in ing any Internet-based offering. According to Manish Shah, Impact of Internet on Firm’s Cost of Capital: An Analysis Prakash DHEERIYA and Ted AZARMI publisher of the IPO Maven and producer of the INVESTools Web site, "the risk involved with these stocks is very high, and the volatility is also very high." Companies that are brought public by smaller underwriters don't undergo the same amount of public scrutiny as those backed by the big houses. Such companies do not receive good analyst coverage, have undergone minor scrutiny thereby making it difficult to judge their worth. (Chrein (1996)). More research is needed to determine if internet as a highway to capital is open to small firms, and is successful in lowering a firm’s WACC. Company Number of Pric Offering ($) Shares e per shar e ($) Adeptus 400,000 2.5 1,000,000 Gempro International HVR Water Purification AB Interactive Holdings Interactive Multimedia Network Interactive Products & Services Ives Health Company (Pvt Offering) Linear Energy (Australia's 1st IPO) Mendocino Brewing Company Millenium Interactive Technologies Mr CDROM 500,000 6.25 3,125,000 5,400,000 324 m SEK 200,000 SEK 60 10 625,000 8 5,000,000 1,000,000 5 5,000,000 5,000,000 0.5 2,500,000 10,000,000 A$ 2 million 600,000 A$ 0.2 6 625,000 1.6 1,000,000 3,000,000 4 12,000,000 675,000 6 4,050,000 1,000,000 5 5,000,000 2,000,000 3,600,000 Amour Fiber Core 300,000 6 1,800,000 Annie's Homegrown Inc 600,000 6 3,600,000 Biomoda 600,000 5 3,000,000 BrainTainment Resources 250,000 2 500,000 Computer Eye Wear 200,000 5 1,000,000 Pyromid Inc 833,325 6 4,999,950 Continuum 200,000 5 1,000,000 Red Pheasant Gold Club 12,000 250 3,000,000 3,850,000 6.25 24,062,000 Spring Street Brewing 1,200,000 2.75 3,300,000 650,000 3 1,950,000 2,000,000 2.5 5,000,000 1,666,670 3 5,000,010 tel IT Communications (Canada's 1st Ipo) US Abalone 400,000 5 2,000,000 Eagle Brewing Company 200,000 5 1,000,000 Zap Power Systems 500,000 5.25 2,625,000 Ecology Communications 2,500,000 2 5,000,000 166,666 6 999,996 1,425,000 3.5 4,987,500 Dechtar Direct Desserts by David Glass Directional Robotics ExpressAir Messenger Gaming World Table 1: Capital Raised over the Internet (1996-97) National Specialty Networks PeopleNet Impact of Internet on Firm’s Cost of Capital: An Analysis Prakash DHEERIYA and Ted AZARMI tion (forthcoming) References Abate, Tom (1996), "New Internet IPOs finding cool reception; Infoseek offering fails to generate usual trading frenzy," The San Francisco Examiner, June 12, Pg. 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