dspp

Issuing Stock through a DSPP Waiver Feature

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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