Chapter Six
Issuing Securities: The Primary Market
Recall that when a business wants to raise money in the securities markets, it has two basic choices: issue debt securities or issue equity securities. For most businesses, issuing debt is the preferred choice, since issuing debt means you don’t have to give up ownership or control. Issuing debt securities means you are essentially borrowing money from investors by selling them IOUs called bonds or notes.
Unless you’re a big and established business, however, issuing debt securities—also called debt financing—may not be an option. The reason: it’s hard to get investors to buy the debt securities of smaller or newer businesses, especially if there are no substantial assets or collateral with which to secure the financing. When debt financing is possible for smaller businesses, it can be expensive (investors may require high interest rates) and investors may demand restrictive covenants and terms—for example, limiting the freedom of the business to spend money. Also, the amount of debt financing possible may be insufficient for a growing company’s needs. This is why smaller and younger companies issue equity to finance their business. In return for gaining access to a much larger pool of m