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Financing Alternatives in Today’s Capital Market Environment

Raising capital in today’s uncertain economic environment requires public companies to look beyond the methods used in the past. Private investment in public equity (PIPE) transactions or fully underwritten offerings can be expensive and time consuming in the best of times.

Because shares placed in a PIPE transaction are not registered, a resale registration statement must be filed with the SEC and declared effective for the shares to be freely tradable in open market transactions. Investors in PIPE transactions typically request a heavy discount to the issuer’s current share price and possibly warrant coverage to compensate for the risks related to this illiquidity. Additionally, the terms of the PIPE transaction may include penalties or liquidated damages provisions in the event the issuer fails to obtain an effective registration statement within a prescribed timeframe.

An underwritten or secondary offering of shares can be time consuming and expensive, given the need to file a registration statement and accompanying prospectus with the SEC and the associated legal and underwriting fees. The shares cannot be priced or placed until the SEC declares the registration statement effective which, depending on the SEC review process and any related follow on comments that need to be addressed, can take time, a commodity that many smaller public companies cannot afford.

A registered direct offering provides an alternative to public companies seeking capital and provides a number of benefits to the above alternatives; however, an RDO is not without its downsides.

What is a Registered Direct Offering?

A registered direct offering (RDO) is similar to a PIPE transaction, in that both are marketed and sold to a limited number of accredited and institutional investors; however, unlike a PIPE, shares sold in an RDO are registered and therefore, liquid, and can be sold to anyone. To complete an RDO, an issuer must be eligible to use Form S-3 and should have an effective shelf registration statement on file with the SEC. If an issuer is Form S-3 eligible, but doesn’t have an effective shelf registration statement on file, the issuer must file either a single purpose registration statement (i.e. “bullet”) covering the shares to be issued in the RDO, or a shelf registration statement.

RDO transactions are governed by a placement agency agreement, rather than an underwriting agreement. With a placement agency agreement, the offering is sold on a ‘best efforts’ basis, so there is no firm commitment for the placement of a specific number of shares, and the placement agent never takes possession of any securities. The placement agency agreement will typically include issuer representations and warranties concerning itself and its business, certain covenants applicable to the issuer, a promise to indemnify the placement agent for any Securities Act liabilities arising from the transaction, as well as closing conditions, such as legal opinions, comfort letter requirements, delivery of certificates, etc.

To complete the RDO pursuant to an effective registration statement, the issuer will ultimately prepare and file a preliminary or final prospectus supplement that describes the offering, depending upon how the shares are marketed and sold.

What are the advantages of an RDO?

An RDO has multiple advantages over a PIPE or traditional secondary offering.

1. Pricing – The shares sold in an RDO are freely tradable and therefore, there is no liquidity discount that would normally apply in a PIPE transaction. Additionally, the warrant coverage, if any, is typically lower in an RDO than would otherwise be the case in a PIPE.

2. Timeliness – With an effective shelf registration statement on file, an issuer can offer registered shares when market conditions permit, rather than be subject to the regulatory timeline that is typical in secondary offerings and that can cause an issuer to miss a market window. Investors in a PIPE transaction negotiate and execute individual purchase agreements, which can delay the closing of the transaction, whereas investors in an RDO are not required to sign or complete any such documentation.

3. Confidentiality – Because an RDO is marketed similarly to a PIPE, an issuer and the placement agent can market the transaction confidentially, enabling the parties to assess the market for the issuer’s securities without creating downward selling pressure on the stock that would typically accompany a public announcement of a proposed share offering. An RDO transaction is typically publicized just prior to or at pricing.

4. Lower legal and administrative expenses – Investors in an RDO are not required to negotiate and sign individual purchase agreements as they would otherwise be required to do in a PIPE transaction. Additionally, the shares in an RDO are typically offered under a shelf registration statement and therefore, are marketed based upon the issuer’s existing public disclosures, which eliminates the complexities of crafting a preliminary prospectus supplement as a selling document. RDO transactions also avoid the ‘give and take’ with the SEC typically associated with registration statements filed in connection with secondary offerings.

5. Exchange Rules – Certain securities exchanges require that any offering of securities that is determined not to be a ‘public offering,’ such as a PIPE, and which is greater than 20% of an issuer’s outstanding capital stock, must be presented to shareholders for approval. The determination of whether an RDO qualifies as a public offering is typically on a case by case basis; however, an RDO can be structured to allow the issuer to sidestep the 20% rule and avoid the need for shareholder approval of the proposed transaction.

What are the disadvantages of an RDO?

RDO’s are not a financing cure-all and there are some disadvantages to RDO’s over other methods of financing.

1. Distribution – Because an RDO is marketed to a select number of investors, shares are not as widely distributed as would typically be the case in a secondary offering. As a consequence, the issuer’s shareholder base is not necessarily broadened as a result of an RDO transaction.

2. Exchange Rules – If an RDO cannot be structured to meet an exchange’s definition of a public offering, and the proposed transaction is greater than 20% of the issuer’s outstanding capital stock, shareholder approval may be required, which would erode the advantages of timeliness and cost effectiveness of an RDO transaction.

3. Form S-3 – An issuer must be Form S-3 eligible to complete an RDO. While Form S-3 eligibility requirements have been relaxed, not all issuers will qualify.

4. Best efforts basis – A ‘best efforts’ basis means no firm commitment to the issuer regarding the number of shares to be sold. If the market fails to materialize for the issuer’s securities, the placement agent has no obligation to purchase any shares.

How do I start the process?

If an issuer does not already have an effective shelf registration statement on file, the first step in the process is to determine, together with legal counsel, the issuer’s Form S-3 eligibility. The next step is to assess any exchange rules that might apply regarding the determination of whether a proposed RDO is a ‘public offering.’ If the issuer is eligible for an RDO transaction, identification of the appropriate placement agent is the next critical hurdle. For a successful RDO, the placement agent should have longstanding relationships with a number of institutional investors who prefer to invest in the issuer’s industry or niche.

The Bottom Line

RDO’s are quicker to close than either a PIPE transaction or a secondary offering, which allows the issuer to quickly take advantage of favorable capital market conditions. The securities offered in an RDO are priced similar to a secondary offering, but without the related hurdles, and an RDO transaction can be marketed confidentially, which will reduce selling pressure on the issuer’s stock prior to completion of the transaction. Additionally, RDO transactions are typically cheaper to complete, in terms of discount, fees and related warrant coverage.

With the loosening of Form S-3 eligibility requirements in 2008, RDOs are an effective alternative for smaller public companies to raise capital in today’s capital market environment.

Career Opportunities in Capital Markets – An Overview

If you think that a career in finance means only a traditional type boring job at a bank, you are mistaken. There are a lot of options in finance to choose from. In fact, they are countless, exciting and challenging. Like any other market, this too has risks and rewards. The world of finance includes the capital market too. In this market, there are a huge number of career opportunities for men and women alike.

As most people already know the CM has three parts- investors, issuers and investment dealers. These three are the integral part of the market and play complementary role to each other too.

The main functions of this market is to raise funds for various companies and government by the means of selling securities- equities and bond- in which investors invest a lot of money.

However the good news is all the three parts offers career opportunities. In order to work in such a market, one needs to have math or statistics as their subject combination. Plus, they must have good communication skills, team leading and team playing qualities. The most important thing to remember here is that an aspirant must have an interest in this field. Like any other industry, this one is too a competitive one and grades of the applicant matter a lot. At times, university transcripts are essential. Those who have it get good salary and ample scope to grow up as a professional.

There are various roles played by professionals in the capital market. They are as follows-

Investment bankers, research and economics analysts, portfolio management investment advisory service, institutional sales and trading.

In order to play these roles, one needs to get certified and accredited by an institution. Additionally, there are other roles available especially in marketing operations, accounting, law, consulting and public relations.

When we compare the number of male participants in the market and the female aspirants, the number of the latter is significantly less.

Women in Capital Markets (WCM) is a non-profit organization that promotes the entry, advancement and development of women in this industry. Members, including students, newcomers and seasoned professionals, have opportunities for:

Networking
Mentoring and professional development
Career path insights for students
Forums to share best practices with industry leaders
And much more!

There are many online programs that help students educate themselves and launch a new career in capital markets. One of the major courses available online are Treasury and Capital Markets.

To sum up-

If you are looking for a career in capital market, pursue a professional online course that will save both your time and money. Choose the right institution and get set to embark on this new career.

Currency Trading and The Forex Capital Markets

Currency trading and the access to the forex capital markets, because of capital requirements and the technology involved, was in the past open only to hedge funds managers, large commodity trading advisors, institutional investors, and banks. It is opinion of who writes that forex markets are not random and the efficient market hypotheses and theories sustained by so many economists are flawed (Warren Buffet, regarding the Efficient Market Hypothesis, once said “I’d be a bum on the street with a tin cup if the markets were always efficient”); for this very reason it is possible to exploit the inefficiencies of the forex capital markets and devise profitable currency trading strategies.

In recent years the development of the web has made possible for many brokerage firms to offer currency trading to small retail traders: the phenomenon has started in the mid-90s with stock market day traders and has rapidly evolved and spread to currency trading. The forex capital markets are highly volatile: it is estimated that more than 80% of currency trading volume is speculative in nature and, as a result, the forex market has frequent corrections, is very unpredictable but can also be very profitable.

However, for long term forecast trends in currency trading, fundamental analysis, analyzing and focusing on the economic, social and political forces that drive supply and demand, can be an invaluable instrument; indeed, the fundamental analysis focuses on (sometimes very complicated) theoretical models of currency exchange rate that are determined and based upon major economic factors and their probability to affect currency trading and the forex capital markets. Fundamental analysis in currency trading is for this reason important and this is even truer as currencies markets, more than other markets tend to develop strong trends.

Nevertheless, most forex traders do not trade positions over long periods, but tend to trade the forex capital market opening and closing positions one (or more) times per day — thus leading, in some cases, to overtrading. This should be no surprise: currency trading and the forex capital markets are well suited to price-based techniques, that is, technical and quantitative analysis. Technical analysis is the prediction of forex capital market movements from the data and information obtained from the past, and it uses different types of charts. However, an approach purely based on technical/quantitative analysis could be too restrictive and not lead to maximum profits: eventually, the most successful currency trading methods are the ones supported by both technical/quantitative and fundamental analysis. In fact, although testing and research in the forex capital markets requires a rigorous approach, there is an element that is a little bit of art: do not believe everything you see but ask yourself why a particular system works and try to verify if the roots of it can be traced back in the behavior of the masses. The speed at which currency rates adjust to news is very high, even shorter than 15 o 30 minutes, and this is linked to the reaction (sometimes panicked and irrational) of people to particular news linked to exchange rates, or interest rates, or any other element affecting directly or indirectly the forex marked and currency trading.

In conclusion, forex capital markets, being still a relatively young and mostly underdeveloped compared to other segments of the financial markets, and given their intrinsic volatility, represents a remarkable opportunity to the educated currency trader. Elements that will help you to succeed are incessant practice, thorough knowledge of the history, science and art of currency trading, ability to deal with trade failures and the perseverance to be a forex trader with discipline: the only people who will not win at currency trading will be the ones who quit.

Georgian Capital Market

Capital market formation faces several problems: small volume of transactions and low liquidity; undeveloped informational, depositary and clearing networks; indirect governmental intervention through National Bank of Georgia (commercial bank securities control) and Ministry of Finance (control of non-bank financial institutions); high level of risk and the absence of business ethics. Besides the economy is characterized by instability not fully following free-market rules and despite recent expansion in trade volumes, the level of security emissions is still low. Due to these reasons capital market is still weak and does not satisfy needs of the economy.

The success of capital markets depends strongly on an appropriate and effective functioning of joint stock companies. Despite the fact that currently their number in the economy is 1773 forming 2% of all legal persons registered at the tax department, GSE could not transform into the alternative to banking sector and the means of efficient fund-raising. Georgian business environment is not yet ready for participation in capital markets. The reason for this is that the managers lack the knowledge of capital market functions and fail to use all the fund-raising benefits it provides. Therefore the levels of security emissions and exchange activities remain low. Currently Georgian financial system follows German model, where bank loans are highly favored at corporate level. Since further improvement of corporate governance is among the country’s principal interests, the Corporate Governance training program was organized by GSE leadership that aims to increase the awareness of benefits an organized stock exchange provides.

It is worth noting that mass privatization scheme that was implemented in Georgia did not serve as a factor for triggering development of stock exchanges in the country. Privatization vouchers were not listed at stock exchanges and transfers of ownership rights were mostly done through individual direct transactions. Eventually, approximately 1300 joint stock companies and half a million shareholders emerged; however the role of capital markets in this process was minimal. Even at the second wave of privatization capital markets were left out of the process and major part of privatization was conducted mainly through auctions, buy-outs and direct-sale methods. Only in 2002 first medium-scale transaction on the sale of 36646 shares (10148 GEL) was made on stock exchange.

Resumed privatization process uncovers new prospects for Georgian securities market. It is expected that new wave of privatization will trigger GSE, since nowadays holding of privatization auctions at GSE is backed by the adequate legislative bases. In addition, there were substantial foreign direct investment inflows in previous years and even larger inflows are expected to take place next year (approx. 2 billion US dollars). It is strongly believed that this will substantially contribute to the development of the capital market and improvement of investment climate in the country. To meet new demand the trading sessions must be held on a daily basis.

What is Forex Capital Market?

Learn About For-ex Capital Market

For-ex capital market, sometimes abbreviated as F-X, stands for the foreign exchange market. Money has been around us since ancient times but the for-ex capital market started to exist in 1973 when currencies of major industrialized countries became floating. Since then, the exchange rates are mainly controlled by the supply and demand. Average daily currency trading volume in 2007 exceeded 3.2 trillion US dollars making for-ex capital market the biggest market in the world.

Major difference between for-ex and other financial markets is that each currency trade consists of simultaneous purchase and sale activities, which is why the market is called “foreign exchange market”.

The for-ex capital market has an internal structure, whose tiers differ by the level of access determined by the amount of money traded.

· The biggest component is the inter-bank market with a 43% share. The inter-bank market mainly consists of big investment banking firms. The big companies provide a big flow of transaction for the significant amount and therefore enjoy a relatively small spread between bids and ask price. As we go down the hierarchy the spread has a tendency to increase as the volume traded decreases. Commercial traders and multinational companies are responsible for a big part of the for-ex capital market. They use currency transactions mainly to pay for commodities, goods and services.

· Central banks control prices, money supply and interest rates and can sometimes intervene in the for-ex capital market by selling or buying currencies when the exchange rates are too high or too low which generally has a short-term effect.

· The next level is an investment management firm, which mainly trade on behalf of the clients.

· Finally, retail for-ex broker is at the bottom level of the market with the smallest market share.

The biggest moves on the market are tied to the information and news releases and often happen in the morning of the particular session. One of the best market characteristics is liquidity of the for-ex capital market. Liquidity can be understood as trading volume and it varies from session to session and within the trading session.

Currencies and other financial markets are highly correlated and among them, the most influential markets are: gold, oil, stocks and bonds. For example, gold is highly anti-correlated to the US dollars, oil price is often considered indicative of the inflation and growth expectations, and so on. The bottom line is that other financial markets influence currencies and if trader wants to be successful it is imperative to look at the big picture.

Before starting to operate in the for-ex capital market every participant has to have a trading plan. A trading plan is an organized approach to execute trading strategy, that has been developed based on the market analysis and outlook. An important part of the market analysis framework can be a trading system, which not only helps traders to make decisions and increase their profit but also allows them to lower the psychological pressure. The way that it works is that system generates trading signals, which can be easily understood and used to make decisions by the trader.

But many traders, especially well respected ones, use self-developed systems. That way they have different, unique approach to trading and if it shows to be profitable one, all trader has to do is to repeat it continuously.

Latest hit are automated for-ex systems that give for-ex capital market new dimension. Software applications can do trading 24 hours a day and can be run from any computer, which gives great flexibility and possibility to ordinary people to get involved in this lucrative industry. It is only necessary to learn basics of for-ex capital market trading to be able to guide robots in wanted direction.

3 Trading Ways of For-Ex Capital Market

The need to exchange currencies is the primary reason why the for-ex capital market is the largest, most liquid financial market in the world, with an average traded value of around U.S. $2,000 billion per day. There are actually three ways that institutions, corporations and individuals trade for-ex capital market: the spot market, the forwards market and the futures market.

Activity in for-ex capital market

The for-ex activity in the spot market was not always the largest market because it is the “underlying” real asset that the forwards and futures markets are based on. In the past, the futures market was the most popular game for traders because it was always available to individual investors for a longer period of time. But with appearance of automated trading in for-ex capital market, the spot market has witnessed a huge spike in activity and now by far ahead of the futures market as the preferred trading market for individual investors. These data, when people refer to the for-ex market, they usually mean the spot market. The forwards and futures markets tend to be more popular with companies that need to hedge their foreign exchange risks out to a specific date in the future.

Characteristics of the spot market

More specifically, the spot market is where currencies are bought and sold based on current price. That price is result of supply and demand. Current price is determent by many things like existing interest rates, economic performance, reflection from ongoing political situations (both locally and internationally), as well as the prediction of the future performance this currency against another. Finalized deal is known as a “spot deal”. It is a bilateral transaction by which one party delivers an agreed-upon currency amount to the counter party and receives a specified amount of another currency at the agreed-upon exchange rate value. After a position is closed, sides exchange cash. Although the spot market is commonly known as one that deals with transactions in the present, it usually tales two business days for deal to be executed. Spot market trading is the most dynamic part of for-ex capital market.

What are the forwards and futures markets?

There is one major difference in trading in forwards and futures markets. Unlike the spot market, the forwards and futures markets do not trade actual currencies. Instead deal is closed in contracts, that gives them right to a certain currency type, a agreed price per unit and a future date for settlement.

In the forwards market, contracts are bought and sold over the counter. In these contracts parties specify the terms of the agreement execution.

In the futures market, more stable part of for-ex capital market, contracts are traded based upon a standard size and settlement date on public commodities markets, such as the Chicago Mercantile Exchange. In the U.S. body that regulates the futures market is the National Futures Association. Specific details like the number of units being traded, delivery and settlement dates, and minimum price increments that cannot be customized have to be stated in these contracts

Both types of contracts in for-ex capital market are binding and most of the time are settled for cash. The forwards and futures markets can offer protection against risk when trading currencies. For-ex capital market is very dynamic and provides traders with countless opportunities for excitement and self improvement

Avoid These 8 Rookie Mistakes in Forex Capital Market Trading

How To Be Successful In Forex Capital Market?

In Forex capital market, every trader, especially new ones, sometimes makes mistakes. It should not be the end of the world, but it can cost you substantial amount of money. Because Forex capital market is so volatile and dynamic, mistakes should be brought to minimum.

These are common mistakes that make Forex capital market trading dangerous place:

#1 Errors in Order Entry!

The quickest way to lose money in the Forex capital markets is to make mistakes when you place your orders. Fortunately, every trade entry today has some kind of order confirmation mechanism. Don’t let simplicity of this problem fool you. It happens every day.

#2 Use Only Risk Capital!

Golden rule in Forex capital market trading is to play with small amount of money so even if you lose it, there is still plenty left on account. So called “risk money” should be amount that you would be comfortable to loose.

#3 Start With Enough Capital!

Even last generation of Forex robots allow you to start trading with as little as $50.00, if you are considering doing serious business in Forex capital market, than it is good idea to start with bigger account. Reason is that too small accounts have proportionally larger fees and sometimes can even have certain limitation in trading.

#4 Understand the Risks!

This is very important factor, especially in Forex capital market. Nature of this kind of business is highly related to different find of risks and you have to be aware of them. Sometimes market crush suddenly and you can not do much about that, but some economic developments (government crisis, officials statements, market trends etc.)

are signals that troubles might be on horizon and you have to prepare yourself to safely sail through these rough waters.

#5 Take the Time to Learn!

Biggest mistake new trader can make is to run unprepared into the Forex capital market.

At least basic knowledge of functionality of these markets can save big money. Modern robots even offer trading in “demo mode” which uses all features of the system only without real money. When you get comfortable with system just simply switch to real trading.

#6 Have a System!

Every successful trader has his own system. That is basic philosophy in Forex capital market trading to find unique, profitable system and to repeat it constantly. That is a big secret of many millionaires, as well. Without system you could be impacted by unsettled conditions of ever-changing markets and leave your assets unprotected.

#7 Trade Small!

When you are not certain that it is good time to trade, but you still have to do it, try to play with smaller amounts. This will give you protection from big losses and, at the same time, opportunity to test the market and discover trends. Constant successful small trading pattern can bring nice gains so don’t always be tempted to sail your ship into the Forex capital market with full speed. Risking too much money in single trade can easy jeopardize your brokerage business.

#8 Don’t Trade Too Often!

Maintaining control over emotions is very important for every trader. As humans we very easy get under impression that after successful trade we found winning formula and that, from now on, every trade will bring large money. That could make you leave, already discovered winning system and try to make some risky trades. After every trade leave some time to analyze if you did best in given circumstances. Remember, to be successful in Forex capital market you have to follow your system, not your emotions.

But don’t let these mistakes move you away from Forex capital market, because it is very lucrative opportunity, if applied correctly. Pointing on these mistakes is only to make your start in this business as pain free as possible.

Corporate Capital Markets Strategies

Capital represents the many assets and funds used by companies, mostly corporations, in order to sustain and further furnish their income generating operations. The term capital market refers to the market where most corporations raise the funds or capital required for their immediate activities as well as long term investments and other plans. For raising this capital from the capital market for securities, the two feasible options are to sell stock and to sell bonds. These two markets are known as stock market and bond market respectively.

Any corporate or business needs to draw out efficient corporate capital markets strategies in order to find the funds. These corporate capital markets strategies must focus on key value drivers and the actual value creation process. Along with this, the strategies must also give thought to risks that have a good chance of paying off.

The first step in all corporate capital markets strategies should be to look within for some important answers. A review technique must be adopted during value creation. The companies must look through their performance till the present date; look around at the type and extent of competition in the arena, their financing capability as well as their business opportunities. The risks about to be taken must bring back good returns that are convenient for the management. The corporations need to brainstorm and decide what changes that can successfully improve value.

Diversification is a strong move that several companies opt for. There are reliable, flexible capital options in several global markets, which corporations are looking to milk. Along with improving the presence of the company in the domestic market, corporate capital markets strategies must aim at getting noticed in the offshore capital markets. Concentrating on investor needs is a great idea and can help to strengthen the investor base. Additional options include acquisition and secularization.

While working on corporate capital markets strategies, many a time there is asymmetry between company and market perception of priorities. Improving operational results has brought good news because the corporations met the expectations of the capital market. A communications program with road shows and other schemes must be prepared as part of an effective market strategy. Shareholders must always be in the know regarding the business plans and operations of corporations.

The balance sheets must be monitored and restructured if necessary. While ownership restructuring is a common scenario, focusing on transparency and better management incentives as per investor expectations is a must. Buy-back of shares, Spin-off and equity carve-out are other avenues to be explored while fixing up strategies for stepping up the flow of funds from various sources.

The ultimate aim of all the corporate capital markets strategies is to internally and externally enhance the perception of the company value, and reduce the gap between the market perspective and management perspective. This move paves the way for capital and assets required not just for immediate transactions but in the long run as well. To sum up, an effective corporate capital markets strategy must analyze capital markets, focus on development of corporate governance and communications, and work on financing schemes and transactions that will increase the company value in the market.