Emissionskosten

What Are Emissionskosten?

Emissionskosten, also known as issuance costs or flotation costs, refer to the total expenses incurred by a company when it issues new securities to raise capital. These costs are a crucial consideration within corporate finance when a company seeks debt financing or equity financing from the capital markets. Emissionskosten encompass all fees and expenses associated with bringing a new issue of stocks or bonds to the public, impacting the net proceeds a company receives from its offering. These expenses reduce the effective amount of capital raised, directly influencing a firm's cost of capital.

History and Origin

The concept of emissionskosten has evolved alongside the development of organized capital markets and the increasing complexity of securities issuance. Historically, raising capital involved direct appeals to wealthy individuals or private syndicates. As markets matured and the demand for capital grew, investment banks emerged to facilitate the process of bringing new securities to a broader investor base. This intermediation, while making capital more accessible, introduced various fees and expenses. Early forms of public offerings, such as those that financed railroads and large industrial enterprises, still involved significant costs related to legal work, marketing, and the compensation of financial intermediaries.

Modern Emissionskosten became more standardized with the rise of regulatory frameworks designed to protect investors and ensure transparency. In the United States, for example, the Securities Act of 1933 and the Securities Exchange Act of 1934 established comprehensive disclosure requirements, necessitating detailed prospectus documents and increasing the regulatory compliance burden—and thus, the associated costs—for companies going public or issuing new securities. These regulations aimed to create a more informed market but added layers of legal and accounting work. Academic research has continually examined these costs, with studies exploring how regulatory burdens influence a firm's decision to go public and the overall expense of public financing.

##⁸, ⁹ Key Takeaways

• Emissionskosten are the total expenses a company incurs when issuing new stocks or bonds.
• They reduce the net proceeds received from a securities offering, thus increasing the actual cost of capital for the issuing firm.
• Key components include underwriting fees, legal fees, accounting fees, regulatory compliance fees, and marketing expenses.
• These costs are a significant consideration in a company's financial planning and capital structure decisions.
• Understanding emissionskosten is vital for assessing the true financial impact of raising capital through public markets.

Formula and Calculation

While there isn't a single universal formula for Emissionskosten as a whole, they are calculated as the sum of various direct and indirect expenses associated with a securities offering. The total Emissionskosten can be represented as:

Where:

• Underwriting Fees: The compensation paid to the investment bank or syndicate for their services in facilitating the offering, typically a percentage of the gross proceeds.
• Legal Fees: Costs associated with legal counsel for the issuer and underwriters, ensuring regulatory compliance and drafting documentation like the prospectus.
• Accounting Fees: Expenses for auditors and accounting advisors involved in preparing and certifying financial statements.
• Regulatory Filing Fees: Charges levied by regulatory bodies (e.g., the U.S. Securities and Exchange Commission, SEC) and stock exchanges for registering the securities.
• Printing Costs: Expenses for printing prospectus documents, share certificates, and other necessary materials.
• Roadshow Expenses: Costs related to marketing the offering to potential investors, including travel and venue expenses for presentations.
• Miscellaneous Expenses: Other minor costs directly attributable to the offering.

Underwriting fees often constitute the largest direct component of emissionskosten, typically ranging from 4% to 7% of the gross proceeds from an initial public offering (IPO).

##⁶, ⁷ Interpreting the Emissionskosten

Interpreting Emissionskosten involves understanding their impact on a company's financial health and strategic decisions. High emissionskosten can significantly erode the capital a company intends to raise, effectively increasing its true cost of capital. For example, if a company aims to raise $100 million but incurs $7 million in emissionskosten, it effectively only receives $93 million, meaning the cost of that $93 million in capital is higher than it appears from the face value of the offering. This higher cost can influence a company's capital structure decisions, potentially making alternative financing methods, such as private placements or bank loans, more attractive, especially for smaller firms.

When evaluating a new securities issue, investors and management assess emissionskosten relative to the capital raised and the expected valuation of the company post-offering. A high percentage of emissionskosten might signal inefficiencies in the offering process or indicate a challenging market environment. Conversely, lower emissionskosten can mean more capital for the company's operations, expansion, or debt financing obligations.

Hypothetical Example

Consider "GreenTech Solutions Inc.," a privately held company seeking to raise $50 million through an initial public offering (IPO) to fund its expansion. GreenTech hires an investment bank to underwrite the offering.

Here's a breakdown of their hypothetical emissionskosten:

• Underwriting Fees: The investment bank charges a 6% underwriting fee on the $50 million gross proceeds.
  • 0.06 * $50,000,000 = $3,000,000
• Legal Fees: GreenTech incurs $800,000 in legal fees for drafting the prospectus, ensuring regulatory compliance, and other advisory services.
• Accounting Fees: Auditors and accounting advisors charge $600,000 for preparing and reviewing financial statements.
• Regulatory Filing Fees: Fees paid to the stock exchange and the SEC amount to $200,000.
• Printing and Marketing (Roadshow) Expenses: Costs for printing the prospectus, conducting investor presentations (roadshow), and advertising total $400,000.
• Miscellaneous Expenses: $100,000

Total Emissionskosten:
$3,000,000 (Underwriting) + $800,000 (Legal) + $600,000 (Accounting) + $200,000 (Regulatory) + $400,000 (Printing/Roadshow) + $100,000 (Miscellaneous) = $5,100,000

In this scenario, while GreenTech Solutions Inc. raises $50 million from investors, its net proceeds after deducting Emissionskosten would be $50,000,000 - $5,100,000 = $44,900,000. This example illustrates how Emissionskosten directly reduce the capital available to the company, making the effective cost of the raised capital higher.

Practical Applications

Emissionskosten are a fundamental aspect of corporate finance and have several practical applications across various financial activities. For companies looking to raise capital, accurately estimating and managing Emissionskosten is critical for capital budgeting and financial planning. These costs influence the optimal timing and structure of securities offerings.

In the context of initial public offerings, Emissionskosten are a major deterrent for smaller companies, as the fixed costs associated with the process can be disproportionately high relative to the capital they aim to raise. The total cost of capital for a firm increases with higher issuance costs, which can impact investment decisions and long-term strategic growth. Market conditions, such as volatility and investor sentiment, also significantly influence the level of Emissionskosten and the overall feasibility of an offering. For instance, a global slowdown in IPOs, as seen in the second quarter of 2022, can be attributed to factors like inflation and interest rate hikes, which indirectly impact these costs by affecting market demand and pricing power.

Fu⁵rthermore, Emissionskosten are crucial for investors and analysts performing valuation and due diligence on companies issuing new securities. Understanding these costs helps in accurately assessing the dilution of existing shares and the true value created (or consumed) by the offering. For investment banks, underwriting fees are a primary source of revenue, making the competitive landscape for these services a key factor in how Emissionskosten are determined for various issues.

Limitations and Criticisms

While Emissionskosten are an unavoidable part of raising capital in public markets, they face several limitations and criticisms. A primary concern is their substantial impact on the net capital received by the issuing company, especially for smaller businesses or those undergoing an initial public offering. The high fixed component of costs, regardless of the offering size, means that smaller offerings often bear a disproportionately higher percentage of Emissionskosten relative to the capital raised. This can hinder small and medium-sized enterprises from accessing public markets, influencing their capital structure decisions and potentially limiting their growth.

Cr⁴itics also point to the lack of transparency or competitive pressures in setting some Emissionskosten, particularly underwriting fees. While these fees compensate investment banks for significant risk and effort, some argue that the standard 7% underwriting discount for IPOs, prevalent for many years, may not always reflect true market dynamics or competition. Aca³demic research often examines the efficiency of these costs and their redistributive effects. The² high cost of going public has also been cited as a reason for the decline in the number of publicly listed companies, as the ongoing regulatory compliance expenses and upfront Emissionskosten can make staying private a more attractive option for many firms.

##¹ Emissionskosten vs. Underwriting Fee

The terms Emissionskosten and underwriting fee are often used in the context of securities offerings, but they are not interchangeable. The underwriting fee is a specific and typically the largest component of the broader Emissionskosten.

• Emissionskosten (Issuance Costs): This is the comprehensive term for all expenses a company incurs when it issues new securities. It includes a wide array of costs such as underwriting fees, legal fees, accounting fees, regulatory compliance fees, printing costs, roadshow expenses, and other miscellaneous administrative fees. These are the total expenses that reduce the gross proceeds from the sale of securities to arrive at the net proceeds received by the issuer.
• Underwriting Fee: This is the compensation paid directly to the investment bank or syndicate that manages and guarantees the sale of the new securities. It is essentially the discount at which the underwriter buys the securities from the issuer before reselling them to the public at the offering price. This fee covers the underwriter's services, risk-taking, and marketing efforts for the offering.

In summary, all underwriting fees are a part of Emissionskosten, but Emissionskosten encompass many other types of expenses beyond just the underwriting fee.

FAQs

What types of companies typically pay Emissionskosten?

Any company that issues new securities, whether stocks or bonds, in the public or private markets will incur Emissionskosten. This includes companies conducting an initial public offering (IPO), those issuing additional shares, or companies raising debt financing through bond offerings.

Are Emissionskosten tax-deductible?

Generally, Emissionskosten related to debt issuance (e.g., bonds) can often be amortized and deducted over the life of the debt. However, Emissionskosten related to equity issuance (e.g., stocks) are typically not tax-deductible as they are considered a reduction in the proceeds from capital raised, rather than an operating expense. Companies should consult with tax professionals for specific guidance.

How do Emissionskosten affect a company's stock price?

While Emissionskosten themselves do not directly impact the stock price, they affect the net capital available to the company, which can influence its future growth prospects and profitability. The market generally incorporates these costs into the overall valuation of the offering. Additionally, the dilutive effect of issuing new shares, alongside the costs incurred, is a factor considered by investors.

Can Emissionskosten be avoided?

Emissionskosten cannot be entirely avoided when issuing securities, as they represent the necessary expenses of bringing an offering to market and complying with regulatory compliance requirements. However, companies can explore strategies to minimize them, such as choosing different types of offerings (e.g., direct listing instead of a traditional IPO, which may reduce underwriting fees), or opting for private placements which often have lower issuance costs than public offerings.

Who benefits from Emissionskosten?

The primary beneficiaries of Emissionskosten are the various service providers involved in the securities issuance process. This includes investment banks (through underwriting fees), legal fees for law firms, accounting fees for auditing firms, and regulatory bodies and stock exchanges that collect filing and listing fees.