A company controls the capital raising process by determining:
- The aggregate dollar amount of stock to sell
- Driven by stock price, need, or other considerations
- Discreet decision by management (aggregate disclosure occurs in financial statement filings)
- The investors and respective allocations
- Based on the company’s sole discretion
- Each investor is only made aware of their specific allocation
- The pricing terms
- The pricing period can be established for any time, taking into consideration corporate calendar, or other market information
- Can be a series of consecutive trading days, taking advantage of dollar averaging
- Each day of the pricing period is its own investment date, with a ratable amount of the investment applied to each pricing date
- Calculation is based on the Volume Weighted Average Price, (“VWAP”-- a widely used benchmark representative of the overall trading of a company’s stock) for each day of the pricing period (less the applicable discount)
- The discount
- Incentive provided to waiver investors due to size of investment, opportunity cost, and pricing term parameters
- Factors considered can include the level of interest from prospective investors, stock trading profile, market volatility, and prevailing interest rates
- The threshold price
- Minimum issuance price can be established for each issuance, which limits exposure to general market or company specific volatility
- For any pricing day that does not conform to the minimum price, no shares will be issued for that day and a pro rata amount of the investment will be returned without interest
- Factors considered can include the need for capital, attractiveness of the stock price, and stock trading profile
- Extended pricing period
- Originally set pricing period can be extended for days which do not conform to the threshold price
- Continuous settlement
- For certain market conditions and for companies with certain profiles, makes stock available within 3 business days of each pricing period day