Select a company from the S&P 500 https://en.wikipedia.org/wiki/List_of_S&P_500_companies (Except Facebook, Microsoft, Tesla, Starbucks, Nike, amazon, apple, and google)hopefully a new company to you
Investor Relations
5/26/2020
Investor relations (IR) is a strategic management responsibility that is capable of integrating finance, communication, marketing, and securities law compliance to enable the most effective two-way communication between a company, the financial community, and other constituencies, which ultimately contributes to a company's securities achieving fair valuation.
Two responsibilities as IR professionals
Communicating company financials to the public, especially with its shareholders, in a positive and honest way to promote the best of the company. (But we can never promise anything because we are dealing with people’s money)
Managing public expectations through communications. We try to lead the public so that they can buy the share and stocks of the company.
IR vs PR
IR uses language that’s more conservative, concise, clear because IR is dealing with money.
IR is managing expectations.
Good IR includes the welcome and necessary two-way engagement of dialog and ideas to mutual benefit.
Dividend 股息- the distribution of a portion of the company's earnings, decided and managed by the company’s board of directors, and paid to a class of its shareholders. Dividends may be paid out as cash or in the form of additional stock.
Equities 股东权益 - ownership of stocks
IPO (Initial public offering)首次公开募股 - the process of offering shares of a private corporation to the public in a new stock issuance.
A company planning an IPO will typically select an underwriter. They will also choose an exchange in which the shares will be issued and subsequently traded publicly.
What is an underwriter in IPO?
The financial institution that supports the IPO company if not enough investors buy the stock, the underwriter will buy the rest of the stock.
Secondary market- where investors buy and sell securities they already own.
It is what most people typically think of as the "stock market"
The national exchanges, such as the New York Stock Exchange (NYSE), American stock exchange, and the NASDAQ, are secondary markets.
Different trading systems
specialist system (auction market 拍卖市场) - NYSE/Amex
Market maker system 做市商 (individual market participant or a member firm of an exchange that buys and sells securities for its own account)- NASDAQ
Bonds 债券 - fixed income that represents a loan made by an investor to a borrower (typically corporate or governmental).
简单来说：you’re making a loan to the company and you know how long the bond is going to be and how much money is coming back to your pocket with interests after the expiration date.
Pro: 1. steady/defined percentage paid
2. limited risk of principal 本金风险 (an investment will decline in value below
the amount one invested)
3. no profit from the company’s success or loss
Con: takes a long time to get the money back, and if there are an emergency and the interest rate increases, you have to reduce the price to resell it to others.
Balance of risk & reward: higher percentage payout= greater risk of loss of principal
Corporate bond (standard vs. high- yield bond)- a debt issued by a company in order for it to raise capital.
An investor who buys a corporate bond is effectively lending money to the company in return for a series of interest payments, but these bonds may also actively trade on the secondary market.
Corporate bonds are riskier than U.S. government bonds, so they usually have higher interest rates to compensate for this additional risk.
high- yield bond 高收益债券- corporate debt securities that pay higher interest rates because they have lower credit ratings than investment-grade bonds.
It’s HIGH RISK. also called junk bonds.
A corporate bond is less stable because the company may go bankrupt.
Municipal bond 市政债券- issued by a local government used to finance public projects such as roads, schools, airports, and infrastructure-related repairs.
Interest paid on municipal bonds is often tax-free, making them an attractive investment option for individuals in high tax brackets.
Treasury 国债 (US government)- fixed-rate U.S. government debt securities with a maturity range between 10 and 30 years.
It earns periodic interest until maturity, at which point the owner is also paid a paramount equal to the principal.
Mostly risk-free.
Private company vs. public company
Private- no public financial report
public - open financial statements.
Going Public
Going public or IPO is the sale of equity in a company, generally in a form of shares of common stock sold through investment firms.
These shares can be traded on a stock market or exchange.
note*- in Facebook IPO, shares have been already trading in private markets, so IPO was undermined.
Going public is a major event for IR professionals.
Why Going Public
A company needs money for expanding manufacturing or service capacity.
Working capital to hire and expand the product offering
Failure or hesitancy to raise money privately through banks, pension funds, institutional investors.
Negatives of IPO
Reporting requirement.
financial are open and reported regularly
Beholden to thousands of shareholders
Media security (media/public opinion are based on the message that IR sending out)
Analysts and broker demands
IR becomes the takeover target
Benefits of IPO beyond fundraising
A public company has direct access to the capital market and can raise additional funds through a secondary offering.
The company can use stock to attract and pay for future employees. (ex. twitter)
Provides original owners and founders with exit strategy through the sale of ownership with stock.
Role of IR in the IPO Process
Review all financial alternatives to going public
Once the decision is made, talk to investment bankers as contracted underwriters.
Underwriters serve as sellers of shares as well as “buyers of last resort”(the remaining shares).
Personal introduction needed through attorney or accountant.
**Three responsibilities of IR after IPO
Report open financials regularly (every three-month file document 10-Q quarterly and 10-K once a year to SEC)
needs to send financials out in the news release as close to the SEC submission date as possible so the public can view it.
schedule a conference call with an industry analyst that is following the company to discuss the financials we send out, which gives them the opportunity to ask questions regarding the financials. The conference call is usually held with the CEO & CFO and it’s an audio call for the most of times.
Filing with the SEC
S-1 gets filed
Quiet period waiting for approvement
SEC returns with comment
Refiled
Prepare for roadshow
Capital Market 资本市场- Places where savings and investments are moved between suppliers of capital and those who are in need of capital.
Capital markets consist of the primary market, where new securities are issued and sold, and the secondary market, where already-issued securities are traded between investors.
The most common capital markets are the stock market and the bond market.
Liquidity of the market 市场流通性 - the ease with which an asset, or security, can be converted into ready cash without affecting its market price.
It is the main thing that people are looking at in the capital market.
Material news- the news that IR professionals expect to influence the public’s opinion to buy our stock.
If there’s material news, IR sends it out first before PR, or together.
Simply: news released by a company that might affect the value of its securities or influence investors’ decisions.
5/28/2020
Role of SEC
The mission of the U.S.SEC is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation
SEC Commissioners
The securities and exchange commission has five commissioners who are appointed by the president of the United States with the advice and consent of the Senate.
Their terms last five years and are staggered so that one commissioner’s term ends on June 5 of each year.
To ensure than three commissioners may belong to the same political party.
The president also designates one of the commissioners as chairman, the SEC’s top executive.
Securities & exchange commission
Legislates basic fillings we discussed
Enforces regulations
Arbitrates disagreements
SEC chair and commissioners – appointed by president.
Self-regulatory organizations (SROs)
Exchanges – stocks, bonds, commodities
Financial accounting organizations
Governmental Accounting Standards Board
Organizations that have some partial oversight of their own activities while being observed by overriding institutions.
Investor Relations is Communications
When
How
Who
Why
What
When are companies communicating?
As private companies – mostly when they wish
As public companies – some communications required, some decided (what is a public company?)
Pre-IPO, IPO, and Post-IPO – special circumstances (what is IPO？)
Differences in public vs. private communications:
level of detail, financials, type of shareholders, regulators, disclosure (none vs. extensive)
How are companies communicating?
Speeches
TV appearances
Official spokesperson
Newspapers – proactive and responding to reporters
Formal documents – news releases, filings
Website postings
Public appearances – charities, political events
What else?
Communications about the company
Negative communications controlled by others:
- rumors (true or false)
- scandals
- poor stock performance
- personnel misbehavior
How do we deal with those (class?)
Who is Communicating?
President and/or CEO
CFO
VP – Sales
Director of Media Relations
Director of Investor Relations
Outside agency representative
But if investor relations is two-way…
Who is receiving communications?
Regulatory bodies (SEC, Exchanges)
media
investors
Potential investors
community
general public
Why are they communicating?
Required by las – regulatory
Inform – material news
Clarify previous information
Promote – (careful balance here)
Reinforce
Example of each?
What are they communicating?
Regulatory information
Information and financial required by law for a public company to disclose
Discretionary information
Information that does not have to be divulged but it would be to the advantage of the company to do so
Example of each?
Discretionary News – to Whom
Investor
Potential investors
Analysts
Media
Community
Employees and suppliers
