...Underwriting Agreement |Effective Date: |February 04, 2002 | |Parties: |Aphton | |Sectors: |Biotechnology / Pharmaceuticals | |Law Firms: |Stroock & Stroock & Lavan, White & Case | |Governing Law: |New York | 345,000 Shares Common Stock ($0.001 par value) UNDERWRITING AGREEMENT February 4, 2002 UBS Warburg LLC Morgan Keegan & Co., Inc., as Underwriters c/o UBS Warburg LLC 677 Washington Blvd. Stamford, Connecticut 06901 Ladies and Gentlemen: Aphton Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (each, an "Underwriter" and collectively, the "Underwriters"), from time to time in the manner described below, an aggregate of 1,345,000 shares of common stock, $0.001 par value (the "Common Stock"), of the Company. Such shares are hereinafter collectively referred to as the "Shares." The Shares are described in the Prospectus referred to below. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the "Act"), with the Securities and Exchange Commission (the "Commission") a registration statement...
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...found online at registerguard.com/jobs Job 1: Banking consumer loan underwriter At least two years’ experience in consumer lending and experience with consumer loan underwriting is preferred. Salary is between $42,937 and $61,922 based on experience. Responsibilities include reviewing and evaluating a high volume of loan applications, using strong, sound loan underwriting principles. Must have strong analytical skills, ability to read and analyze documents such as credit reports and tax documents and the ability make logical decisions based on loan policies and consumer loan underwriting is preferred. Job 2: Financial analyst to analyze financial results BS required/MBA, CPA or CMA a plus. Advanced Excel and experience in ERP system preferred, SAP and Hyperion desired. Salary is between $42,093 and 56,890 based on experience. Responsibilities are analyzing financial results, prepare budgets and forecasts (BS, IS, Cash Flow). Job 3: Pentagon Federal Credit union has several job postings as fallows; Mortgage Loan processor: Three years’ experience in residential mortgage lending or 1st trust mortgage or home equity processing /closing. Base salary is $32,199, and is responsible for reviewing information on residential mortgage loan applications, assemble complete documented file for submission to underwriting. Closer 1st trust: Requires two years related experience in mortgage lending, good math skills and must be detail orientated. Base salary is $32,199, performs final...
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...INVESTIGATING TUFS There are number of problems that can be addressed from this case. The two main issues I noticed in this case is lack of communication and lack of interest shown by the underwriting managers. TUFS (Technical Underwriting Financial Systems) was a project that was going to help Northern Insurance transform their underwriting process and also provide strategic business capabilities. As, per the case there was a lot of excitement when the project begun two years ago but it looks like as the time passed by the focus from the project shifted as the interest kept getting lower from the all the team that were involved. Hence the project was completed on time and in budget but the TUFS system has turned into a nightmare in its first few months of operation and was not delivering what it was built for i.e. to streamline and transform their underwriting process. Looking at the problem I think the issue started at a very early phase of the project where requirements for the project were not well-defined. Also as this project was the most highly invested project in IT interest and attention was required by the CIO and CFO all along the project. It seemed like the CIO Martin Drysdale who was in charge of this major project didn’t take that responsibility to track the project and keep everyone on their feet while completing the requirements that were needed for this project to be a success. Being in charge of a huge project that is going to effect the whole organization you...
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...FREEPORT 1. Why do you think JPMorgan and Merrill Lynch were selected to underwrite and book-run all $23.3 billion in financings (all debt, common stock, and convertible), instead of sharing the underwriting with additional firms? JPMorgan and Merrill Lynch were selected to underwrite and book-run all of the financings because together they committed $6 billion in bridge loans and to underwrite the entire $17.5 billion in debt financing, plus $1.5 billion in credit lines. This created significant risk by aligning the interests of FCX and the two firms in terms of placing the debt and credit with other banks and institutional investors. Because this commitment was critical in facilitating the M&A transaction, FCX gave all of the book-running and M&A business to these two firms. JPMorgan and Merrill Lynch had guided FCX through the M&A pre-deal conception and the activity targeting Phelps Dodge. In addition, both firms held high positions in league tables for financings and M&A and had existing long-term relationships with FCX’s management. But the key to their fee bonanza was the risky commitment to provide bridge loans if placement was not possible in the capital markets. 2. What was the role of the leveraged finance group at JPMorgan and why was its involvement important to the acquisition? The leveraged finance group was responsible for making the bridge financing commitment on behalf of JPMorgan that allowed FCX to make a firm bid for Phelps Dodge. To ensure that...
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...LifeSystem The LifeSystem Suite has been developed over the last 10 years into a highly mature solution, currently supporting more than 20 million life insurance contracts in 36 installations across 16 countries globally. “eBaoTech's LifeSystem helps us to leverage our centre of competence for innovative insurance solutions in Luxembourg in different markets and distribution channels.” Swiss Life www.eBaoTech.com info@eBaoTech.com LifeSystem eBaoTech Product Offerings for Life Insurance Our offering for life insurers consists of our flagship LifeSystem Suite, supplemented by components that can be also installed separately like SalesPlatform, LifeClaims and others. In addition, we also offer specialized product Suites for Group Life and Life Insurance Wrappers based on the same architecture as LifeSystem. “eBaoTech’s SaaS offering based on LifeSystem is very useful for us to execute our vision and strategy especially in the economic conditions that is full of uncertainty and also very competitive insurance market. eBaoTech SaaS definitely will bring WanaArtha Life to different level of customer service where we can offer faster and more convenient service towards our customers. During installing period, the solid cooperation between eBaoTech team from Shanghai-Singapore-Indonesia with our dedicated team is the key of success.” Managing Director, WanaArtha Life End-to-End Suites eBaoTech LifeSystem GroupLife AssetLink Typical Sub-Suite Component Offerings ...
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...Technology & Operation Management, GSM 430 Case Analysis Content: Manzana Insurance is a property insurance company that operates through a network of branch offices. It does not deal directly with the public but with independent agents who in return deal with the customers. Agents require Low turnaround time and fast renewal rates. Initial analysis of the second quarter performance figures of Fruitvale branch at Manzana Insurance indicates declining profits, poor operating performance and advancement of competitor Golden Gates. Further analysis was conducted to get to the core of the problem the management is facing and consequently, provide recommendations on how to go about these issues. Issues: * Low and declining Profits: During the first quarter of 1991, there was profit loss of ($ 174,000) which declined even further in the second quarter to ($121,000) (Exhibit 1). Reasons may include: * Due to high turnaround times (TAT) * Calculate by management to be 8.2 days * Causes agents to refer clients to other companies * Causes congestion and increased accumulation of policies * Due to reduced number of renewals (low renewal rates) because of increased volumes of late renewals * Due to focus on new policies only * Due to late policies * Late RERUNs amount to 99.67% of total late requests processed in 1991 which means it has a big impact on total...
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...INTRODUCTION The insurance company (Halk Sigorta T.A.Ţ.) that we carried out the management consultancy project for, deals with the elementary insurance branches (branches other than life and health insurances) and is one of the sixth biggest insurance companies of Turkey in terms of total premium revenues. Like most other elementary insurance companies, about 80 per cent of its revenues are obtained from accident and fire policies. The company functions countrywide in five regional divisions. The central division which is located in İstanbul, underwrites about 45 per cent of policies. Ninety per cent of policy underwritings of the company are performed by agencies which are about 500 in number, whereas the remaining 10 per cent is performed directly by the personnel of the company. Two major strategic management questions that we were expected to answer were the stagnation / decline in the growth pattern of the company and the continuous demand by various departments for hiring additional employees, in spite of this trend. 2. Model Structure In the first two months of the 12-month project, the company and the insurance sector are analyzed thoroughly to decide on the basic structure of the simulation model. One key decision arrived at the end of this phase was to model the company in two parts: İstanbul (central region) and Regions (other regional divisions). İstanbul and Regions perform almost equally in terms of total number of policies and premiums. Another decision...
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...allowed FCX to make a firm bid for Phelps Dodge. To ensure that the M&A transaction could be completed, it was essential to line up the acquisition financing. This leveraged financing was particularly important because FCX was taking on so much new debt and was acquiring a company larger than itself. The leveraged finance group had to analyze the new capital structure, the impact on credit ratings, and the ability to “resell” the debt to other investors and banks. The group also had to lead the effort to secure internal firm commitments and gain acceptance for associated capital charges. The group’s understanding of the market was crucial to the success of the acquisition. 3. The financing risk associated with an investment bank’s underwriting commitment in relation to...
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...------------------------------------------------- Chapter 11—Raising Long-Term Financing MULTIPLE CHOICE 1. Which law mandated the separation of investment and commercial banking? a. | Gramm-Leach-Bliley Act | b. | McFadden Act | c. | Glass-Steagall Act | d. | none of the above | ANS: C PTS: 1 DIF: E REF: 11.1 The Basic Choices in Long-Term Financing NAT: Reflective thinking LOC: acquire knowledge of financial markets and interest rates 2. A security offering that raises capital for firms is called a(n) a. | primary security offering | b. | secondary security offering | c. | securitization | d. | all of the above | ANS: A PTS: 1 DIF: E REF: 11.1 The Basic Choices in Long-Term Financing NAT: Reflective thinking LOC: acquire knowledge of financial markets and interest rates 3. A bond sold by foreign corporations to U.S. investors is called a(n) a. | Eurobond | b. | foreign bond | c. | Yankee bond | d. | none of the above | ANS: C PTS: 1 DIF: E REF: 11.1 The Basic Choices in Long-Term Financing NAT: Reflective thinking LOC: understand stocks and bonds 4. A bank that helps firms to acquire external capital is called a a. | commercial bank | b. | savings bank | c. | investment bank | d. | credit union | ANS: C PTS: 1 DIF: E REF: 11.2 Investment Banking and the Public Sale of Securities NAT: Reflective thinking...
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...Course: Tutor: Date: Value of the new shares for the IPO Earning per Share (EPS) = net income / total number of shares Net income = $2,084,724 Number of shares to be sold = $6,000,000 Earning per Share = $2,084,724/ $6,000,000 = $ 0.35 Advantages of using the underwriting deal • Underwriting deal will ensure success of Pearson Corporation in raising the entire amount as per the target. • The period for waiting for the processing of the deal is not costly and also it is not tedious. • There is a decreased risk and an increased potential once a company uses underwriting. Disadvantages of underwriting deal • The charges involved in underwriting deal are very high hence a company which uses it and has a poor financial record may face problems in meeting the expenses. Advantages of Best effort approach • For the company this uses this type of approach end up not spending much in the promotion of the deal at all. This because the agent takes the entire burden. Associated with the deal. • The company is rest assured that the agent cannot take a low price for the shares. Therefore it expects best prices ever. ...
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...always be just one firm if there is more than one investment bank. When it happens like this, then there are several firms which join together to complete the underwriting portion of the deal (Mayo). Before any stocks and bonds are issued, the investment brokers will do a thorough evaluation of the company to see what it’s worth maybe for as their assets and liabilities. Once all of the information has been gathered and is suitable to the investment brokers, they will then proceed with the process (Reference for Business). Syndication deals with joint financing by more than one bank to the same customers against a common security and they do the underwriting for the firms (All Business, 2014). According to Mayo (2012), the use of a syndicate has several advantages. The syndicate has access to more potential buyers, and using a syndicate reduces the number of securities that each firm must sell, which also increases the probability that the entire issue will be sold. Thus, syndication makes possible both the sale of a large offering and a reduction in the risk borne by each member of the selling group. Syndicate also handles any large transactions that would be challenging for the people or a business to manage by themselves. When speaking about syndicate, there are different types, one is the underwriter. The underwriting parts of syndicate are a group of investment banks that work with providing new stocks to the public. In this situation one of the banks is consider being...
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...needs to help the company prepare a prospectus and eventually find clients who are willing to invest and then manage the final sale of the securities for the company. The underwriter works with the investment bank and handles selling the stock released in an IPO. “The underwriter takes the pulse of prospective buyers and then recommends an IPO price to list the shares for sale. An excessive price may leave the firm with unsold stock while a price that is too low will mean forgone revenue from the stock sale. (Ozyasar, 2015) Originating House and a Syndicate An originating house is a brokerage firm that handles the underwriting for investment bankers. If a brokerage firm decides to make a “firm commitment” that is when the underwriting begins. An originating house can include several investment bankers and several firms will join together to handle the underwriting, which is called...
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...public offering (IPO), involves many pieces coming together to offer an organization’s shares to public. When high-level issues of financial organization come into play, investment bankers are hired to provide advice (The Princeton Review, 2014). Once investors make the IPO the investment banker acts as a middle man. Their role is to sell the stock to the public while bringing the investors and the firm offering the shares together. “The firm in need of funds approaches the investment bankers to discuss an underwriting (Mayo, 2012, p. 37." Based on the investment banker’s guarantee to sell, an underwriter purchases the securities. This agreement to purchase these securities obligates the underwriter to bear the risks associated with making the promised sales (Mayo, 2012). If the investment banker does not sell the securities, the underwriter is held financially responsible. Originating House and Syndicate With each investment banker comes a brokerage firm. “An underwriting starts with a particular brokerage...
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...Investing In TUFs at Northern Insurance Rajavardhan Reddy Madireddy IST7100 Wilmington University Table of Contents Introduction…………………………………………………3 Lack of Project Management………………………………3 Corrective Actions for TUFS………………………………4 Plan to Reduce The Problems in Future Projects…………5 Conclusion…………………………………………………….5 References……………………………………………………..6 Introduction Technical underwriting is the method of assessing the customer’s eligibility to approve their services by the financial service provider. The case alludes to an organization called Northern Insurance and their gigantic venture on TUFS (Technical Underwriting Financial System). That framework was the biggest speculation ever constructed on IT by Northern Insurance and it should aid the organization by "streamlining the granting process and giving key e-business capacities". Yet, after several months, TUFS turned into the expense middle of the organization, spending just about $4 million, and consequently the CIO, Martin Drysdale's occupation was at stake. He had a gathering with the CFO, Melissa Freeman, to talk about the reasons why the framework was not giving the profits it should and whether to continue contributing on it. Lack of Project Management The departments of the organization were not on the same road. It is very clear that the TUFS system went wrong in the working. The system was responsible in the rise of problems based on opportunities deliverables and strategic alignment. The company supposed...
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...question time and money by identifying risks associated with a project before the company moves forward. They have a finger on the pulse of the current investing climate, so the businesses turn to them for advice on how best to plan their development. They assist with pricing financial instruments so as to maximize revenue and with navigating regulatory requirements. A few examples would include investment bankers that work for are JP Morgan (JPM) and Bank of America Merrill Lynch (BAC). The role of an underwriter is that they work closely with the issuing body to determine the offering price of the securities, buys them form the issuer, and sells them to investors via the underwriter’s distribution network. Underwriters generally receive underwriting fees from their issuing clients, but they can also usually earn profits when selling the underwritten shares to investors. They assume the responsibility of distributing a securities issue to public and if they are unable to sell the securities, they will either have to sell the securities at a specified offering price or may have to for less than they paid for them. Originating House and Syndicate An originating house is an...
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