Securities Markets CHAPTER 3 Learning Objectives n Role

Securities Markets CHAPTER 3

Learning Objectives n Role of investment bankers in primary issues n Identify the various security markets n Describe the role of brokers n Compare trading practices in exchanges vs dealer markets n Buy Stock on Margin and Sell Stock Short

3. 1 HOW FIRMS ISSUE SECURITIES

HOW FIRMS ISSUE SECURITIES Firms first issue securities (1) New securities Issuers receive fund securities resell and rebuy Primary market Secondary market (2) • Existing owner sells to another party • Issuing firm doesn’t receive proceeds and is not directly involved

Primary issues for stocks and bonds n There are 2 types of primary issues for stock ¨ IPO (initial public offering): first sale of stock by a formerly private company ¨ SEO (seasoned equity offering): offered by companies which already have stocks trading in the market n There are 2 types of primary issues for bond: ¨ Public offering: issue of bonds sold to public and then can be traded on the secondary market ¨ Private placement: issue of bonds that is usually sold to one or a few institutional investors and held to maturity.

How Securities Are Issued Investment Banking n Shelf Registration n Private Placements n Initial Public Offerings (IPOs) n

Investment Banking Arrangements n Underwritten vs. “Best Efforts” ¨ Underwritten: firm commitment on proceeds to the issuing firms n ¨ securities resell I. B. securities Public Assume the risk of not being able to resell to public Best effort n n sell I. B. does not buy securities Agree to help to sell to public Less common than underwritten Underwriting syndicate: ¨ More than one I. B. involved in the underwriting process

Figure 3. 1 Relationship Among a Firm Issuing Securities, the Underwriters and the Public

Figure 3. 2 A Tombstone Advertisement

Shelf Registrations n n n SEC Rule 415 (1982): SEC allows firms to register securities and sell to public within 2 years Avoid flotation cost Little paperwork, ready to be issued – on the shelf limited in time (2 years) Why limited in time?

Private Placements Private placement: sale to a limited number of sophisticated investors not requiring the protection of registration n n n Allowed under Rule 144 A Much cheaper than public offering Don’t trade in secondary market Dominated by few institutions Very active market for debt securities Not active for stock offerings

Initial public offerings n n n IPO: investment bank assists companies going from private to public (first issuance of securities to public) I. B advise companies on terms of the issue (price, volume, find buyers) Step 1: I. B. file preliminary draft with SEC. ¨ The draft (red herring): information about issues and the company ¨ n Step 2: Once SEC approve, I. B. organizes a road show ¨ Road show: travel around countries to publicize the offerings ¨ n n Generate interest among investors, provide info about offerings provide feedback to issuers and I. B. about the price, volume of the issues to be sold

Initial public offerings Investors n show interest “book” Investment bank book building poll all potential investors Book building is important Provides feedback to the issuer and I. B. about the issue ¨ Issuers and I. B. revise the initial estimates ¨ n n n New price New volume Identify potential buyers

Initial public offerings n n n IPO is usually underpriced Dec 1999, VA Linux sold IPO for $30/share, after 1 day the price went up to $239. 25/share, (698% return) Why IPO is underpriced? I. B. organizes road shows to provide info about the issue to public and get feedback I. B. mainly contact institutional investors (big buyers) Why big buyer is important? they can buy at large volume ¨ they can provide feedback about the issue ¨ n n Big buyers should get the discount for their activities, hence IPO is underpriced Long-term performance of IPO is poor

Figure 3. 3 Average Initial Returns for IPOs in Various Countries

Figure 3. 4 Long-term Relative Performance of Initial Public Offerings

HOW SECURITIES ARE TRADED

Types of Secondary Markets n Direct search: Least organized market ¨ buyers and seller meet directly ¨ n Brokered Assist buyers and sellers in finding each other ¨ get commission fees ¨ n Dealer ¨ Traders specializing in particular assets buy and sell for their own accounts. Buyers buy from the dealer. Sellers sell to the dealer ¨ Bid-ask spread n Auction all traders meet at one place to buy or sell an asset ¨ specialist system ¨ May not need to trade with the specialists so can save the bid-ask spread ¨

Types of Orders n Market—executed immediately at the current market price ¨ ¨ n Bid Price: price at which a dealer or other trader is willing to buy Ask Price: price at which a dealer or other trader is willing to sell Price-contingent: investor specify prices they are willing to buy or to sell ¨ limit orders: n n ¨ Limit-buy: buy if the price falls below a certain level Limit-sell: sell if the price rises above a certain level Stop orders: trades not to be executed unless stock hits a price limit n n Stop-buy: buy when price rises above a certain level Stop-loss: sell when price falls below a certain level

Figure 3. 6 Price-Contingent Orders

Figure 3. 5 Limit Order Book for Intel on Archipelago

Concept check n what type of trading order you might give to your broker in each of the following circumstances you want to buy shares of Intel to diversify your portfolios. You believe that the share price is at the “fair value”, you want the trade done quickly and cheaply ¨ you want to buy shares of Intel but believe that the current price is too high given the firm’s prospect. If shares could be obtained at a price 5% lower than the current value, you would like to purchase shares for your portfolio ¨ you plan to purchase a house sometime next month, and will sell your shares of Intel to provide funds for your down payment. While you believe that Intel share price is going to rise over the next few weeks, if you are wrong and the share price drops suddenly, you will not be able to afford the purchase. Therefore, you want to hold on to the shares for as long as possible, but still protect yourself against the risk of a big loss ¨

Trading Mechanisms in the US Dealer markets (over-the-counter market) n Specialists markets (formal or organized exchanges) n Electronic communication networks (ECNs) n

Dealer markets investors instructions to buy or sell brokers confirmation Bid Dealer 1 50. 20 Dealer 2 50. 15 Dealer 3 50. 10 Ask contact through a computer network confirm -ation dealers 50. 20 is the inside bid (best bid) 50. 25 is the inside ask (best ask) Dealer 1 50. 25 Dealer 2 50. 26 Dealer 3 50. 27

Nasdaq n The most important market in the OTC or dealer system ¨ Nasdaq Global Select Market ¨ Nasdaq Global Market ¨ Nasdaq Capital Market n Small stock OTC ¨ Pink sheets

Nasdaq requirements for listing

Trading on Nasdaq

Trading on Nasdaq n n n No specialist Dealers can be located anywhere they can communicate effectively with buyers and sellers 3 levels of members ¨ Level 3: market makers, dealers n n n ¨ Level 2: brokers n n ¨ maintain inventories stand ready to buy and sell set bid-ask quotes receive all quotes, try to get best quotes for clients deal with level 3 (dealers) Level 1: investors n n receive only inside quotes not active investors, only need current information on prices

New York Stock Exchange n Largest exchange in the U. S. ¨ ¨ n Three members ¨ ¨ ¨ n n 2, 800 firms, market cap is $15 trillion daily trading: 1. 8 (bil) shares, valued at $75 (bil) Commission brokers Floor brokers Specialist if the order is small, commission brokers can send the order directly to computer network If the order is large, commission brokers send the order to floor brokers, and then floor brokers either send order to specialist or negotiate directly with other floor brokers

New York Stock Exchange (NYSE)

New York Stock Exchange n Now a publicly held company Merge with Archipelago Exchange to form NYSE group in 2006 ¨ Merge with Euronext to form NYSE-Euronext in 2007 ¨ n Block sales Blocks of tens of thousands of shares of stock ¨ Block houses ¨ n Super. Dot Enables members to send order directly to specialists ¨ in 2006, processed about 13 mil trades per day, executed in matter of seconds ¨ small orders ¨ n Bond Trading ¨ 2006 NYSE obtained approval to expand bond trading

NYSE listing requirements

NYSE block transactions

Other Exchanges and Trading Systems n n n American Stock Exchange (AMEX) Regionals Electronic Communication Networks (ECNs) Directly between the two parties. ¨ INET and Archipelago ¨ n National Market System n n n Established by Exchange Act of 1975 Intent was to link firms electronically Resulted in Consolidated Tape

Other Countries London - predominately electronic trading n Euronext – market formed by combination of the Paris, Amsterdam and Brussels exchanges n Tokyo Stock Exchange n

Figure 3. 7 Market Capitalization of Listed Firms, 2005

3. 5 TRADING COSTS

Trading Costs n Explicit cost ¨ Commission: fee paid to broker for making the transaction n Implicit cost ¨ Spread: cost of trading with dealer Bid: price dealer will buy from you n Ask: price dealer will sell to you n Spread: ask - bid n n Combination: on some trades both are paid

Cost of Trading Impact of trading costs on returns Example: You bought a stock for $70 and later sold it for $80 You received $8 in dividends, paid an initial broker’s fee of $1% of purchase price, and paid another $1% of selling price when you sold the stock. What is your return on this investment (ignoring taxes)?

3. 6 BUYING ON MARGIN

Buying on Margin Using only a portion of the proceeds for an investment n Borrow remaining component n Margin arrangements differ for stocks and futures n

Buying on Margin Maximum margin is currently 50%; you can borrow up to 50% of the stock value n Set by the Fed n Maintenance margin: minimum amount equity in trading can be before additional funds must be put into the account n Margin call: notification from broker you must put up additional funds n

Buying on Margin Investor’s account: Assets Value of stocks purchased Liabilities Loan from Broker Equity Cost of setting up a margin strategy

Buying on Margin n At time 0: n At any future time

Buying on Margin Example: What is the initial margin if the investor purchases 100 shares of stock at $100 per share using $6, 000 of her own money and borrows the rest?

Buying on Margin Example (continued): If the value of the above stock fell to $70 per share, what is now the actual margin?

Buying on Margin Example (continued): If the value of the above stock fell to $50 per share, what is now the actual margin?

Buying on Margin Call Pmin= the lowest price a share can fall to without a call L = the loan value M = the margin requirement N = the number of shares

Buying on Margin Call Example: An investor purchases 100 shares of stock at $100 per share using $6, 000 of her own money and borrows the rest. If the maintenance margin is 30%, what is the lowest price a share can fall without a call?

Margin Trading - Initial Conditions X Corp $70 50% Initial Margin 40% Maintenance Margin 1000 Shares Purchased Initial Balance Sheet Position: Stock $70, 000 Borrowed $35, 000 Equity 35, 000

Margin Trading - Maintenance Margin Stock price falls to $60 per share New Balance Sheet Position: Stock $60, 000 Borrowed $35, 000 Equity 25, 000 Margin% = $25, 000/$60, 000 = 41. 67%

Margin Trading - Margin Call How far can the stock price fall before a margin call? Since 1000 P - Amt Borrowed = Equity then: (1000 P - $35, 000) / 1000 P = 40% P = $58. 33

Problem 3, Chapter 3 Dee Trader opens a brokerage account, and purchases 300 shares of Internet Dreams at $40 per share. She borrows $4, 000 from her broker to help pay for the purchase. The interest rate on the loan is 8%. a. What is the margin in Dee’s account when she first purchases the stock? b. If the share price falls to $30 per share by the end of the year, what is the remaining margin in her account? If the maintenance margin requirement is 30%, will she receive a margin call? c. What is the rate of return on her investment

3. 7 SHORT SALES

Short Sales Borrow Securities to sell them Sell first -- then buy! Margin is required (cost of short selling) Short position must be covered Investor expects price to decline

Short Selling Original Stock Holder 100 Shares Broker 100 Shares New Stock Holder Short Seller

Short Sales

Short Sales Example: An investor sells short 100 shares of stock at $100 per share. The margin requirement is 50% of the short sale. a. If the investor covers her short sale when the stock price declines to $70 per share, what is the return on the short sale? b. What is the return if there is no margin requirement?

Short Sales Example: An investor sells short 100 shares of stock at $100 per share. The margin requirement is 50% of the short sale. c. If the investor covers her short sale when the stock price increases to $130 per share, what is the return on the short sale?

Short-sale initial margin n Investor’s account at time t = 0 Assets Liabilities + Equity Cash (sale) = P 0*N Value of stocks = P 0*N (borrowed) Equity or initial margin Cash (deposit) or initial margin Percentage of initial margin = (equity at time 0)/(value of stocks borrowed at time 0)

Short-sale margin at time t n Investor’s account at time t Assets Liabilities + Equity Cash (sale) = P 0*N Value of stocks = Pt*N (borrowed) Equity or current margin at time t Cash (deposit) or initial margin Percentage of margin at time t = (equity at time t)/(value of stocks borrowed at time t) As time elapses, the value of stock changes hence affecting the value of percentage margin

Short Sales Example: An investor sells short 100 shares of stock at $100 per share. The initial margin requirement is 50% of the short sale. If the maintenance margin is 30%, what is the maximum stock price without a margin call on the short sale?

Short Sale - Initial Conditions Z Corp 50% 30% $100 Shares Initial Margin Maintenance Margin Initial Price Sale Proceeds $10, 000 Margin & Equity 5, 000 Stock Owed 10, 000

Short Sale - Maintenance Margin Stock Price Rises to $110 Sale Proceeds $10, 000 Initial Margin 5, 000 Stock Owed 11, 000 Net Equity 4, 000 Margin % (4000/11000) 36%

Short Sale - Margin Call How much can the stock price rise before a margin call? Since Initial margin plus sale proceeds = $15, 000, then: ($15, 000 - 100 P) / (100 P) = 30% P = $115. 38

Problem 4, Chapter 3 Old Economy Traders opened an account to short sell 1, 000 shares of Internet Dreams from Question 3. The initial margin requirement was 50%. (The margin account pays no interest. ) A year later, the price of Internet Dreams has risen from $40 to $50, and the stock has paid a dividend of $2 per share. a. What is the remaining margin in the account? b. If the maintenance margin requirement is 30%, will Old Economy receive a margin call? c. What is the rate of return on the investment?

Summary Issuing securities n Trading n Buying on margin and short sales n Next class: Bonds n