CRMB 1) 2) Public Issues, IPO, Why IPO and Benefit of IPO [10 Marks] Reverse Merger- ICICI Ltd

with ICICI Bank [5 Marks] a) Why company go for it [5 Marks] b) What is its purpose [5 Marks]

3) 4)

Private Equity and India Carrier Launcher [5 Marks] Short Notes a) Green Shoe Options b) Books Building c) QIP d) ECB e) FBO 5) Strategies to avoid takeover bid for your company or avoid Hostile takeover [10 Marks] 6) Formula to calculate market Future price Value, Enterprise Value, Market Cap+ Value of Prefer Share, Market Cap, Debt, Cash [5 Marks] 7) Enterprise Value Page no 43, 44, 45, 46 page no. 8) PPT of Capital IQ 9) 2 Practical Question on [ EV/EBITDA] [PE Ration and EPS Condition

IPO Advantages
There are several advantages to going public: 1) Access to capital One of the most common reasons for going public is to raise primary capital to fund organic growth, repay debt or fund an acquisition. Further direct results include the following:

Once the company is public, it has access to an entirely new, incredibly deep and liquid source of capital for any future needs it may have. Adding equity to the companys capital-raising toolkit helps equip the company with the tools to achieve optimal capital structure. After the company has been public for one year, it will be eligible to access the equity capital markets on demand via a more expeditious process through a shelf registration statement.

2) Increased Liquidity Listing on the NYSE has numerous benefits, not only for the company, but also for its shareholders. The IPO can be structured such that existing owners of the company can exit their position and receive proceeds for their shares. In addition, once the company is public, the existing owners have a public marketplace through which they can liquidate their holdings in a straightforward and orderly fashion at any time. 3) Branding event By listing on the NYSE, the company will receive worldwide media coverage through the financial markets, which provide constant live coverage on publicly traded companies. In addition, research analysts at broker-dealers will begin to write reports on the stock and the company, thus raising the profile of the company. Broader coverage across various sources will likely enhance the companys visibility, market share and competitive position. 4) Public currency for acquisitions Once the company is public, it can use its common stock to acquire other public or private companies in conjunction with, or instead of, raising additional capital. 5) Enhanced benefits for current employees Stock-based compensation incentives align employees interests with those of the company. By allowing employees to benefit alongside the companys financial success, these programs increase productivity and loyalty to the company and serve as a key selling mechanism when attracting top talent. Furthermore, issuing equity-based compensation will allow the company to attract top talent without incurring additional cash expenses.

Advantages of Reverse Mergers The following are the many advantages to performing reverse mergers.

The ability for a private company to become public for a lower cost and in less time than with an initial public offering (IPO). When a company plans to go public through an IPO, the process can take a year or more to complete. This can cost the company money and time. With a reverse merger, a private company can go public in as little as 30 days. Public companies have higher valuations compared with private companies. Some of the reasons for this include: greater liquidity, increased transparency and publicity, and they have a faster growth rates compared to private companies. Reverse mergers are less likely to be canceled or put on hold because of the adverse effects of current market conditions. This means that if the equity markets are performing poorly or there is unfavorable publicity surrounding the IPO, underwriters can pull the offering off the table. The public company can offer a tax shelter to the private company. In many cases, the public company has taken a series of losses. A percentage of the losses can be carried forward and applied to future income. By merging the private and public company, it is possible to protect a percentage of the merged company's profits from future taxes.

Signals of Reverse Mergers The following are potential signals that you can use to find you own reverse merger candidates:

Appropriate capitalization. Generally, reverse mergers succeed for companies that don't need the capital right away. Normally, a

successful publicly traded company will have at least sales of $20 million and $2 million in cash. The best companies for a possible reverse merger are those that are looking to raise $500,000 or more as working capital. Some good examples of successful reverse mergers include: Armand Hammer successfully merging into Occidental Petroleum (NYSE:OXY), Ted Turner's completion of a reverse merger with Rice Broadcasting to form Turner Broadcasting, and Muriel Seibert taking her brokerage firm public by merging with J. Michaels, a furniture company in Brooklyn. (For more, see The Merger - What To Do When Companies Converge.)

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