Investment Banking Lecture

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The document discusses the history and process of investment banking and secondary markets. It covers the Glass-Steagall Act of 1933 which separated commercial and investment banking. It also describes the underwriting process that investment banks use when bringing company stock and bond offerings to the public markets. This involves determining the offering price, marketing the securities, and sometimes stabilizing the aftermarket price.

Économie & finance Business

Lecture 15: Investment Banking and Secondary Markets

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This risk intelligence white paper is part of a series of publications from Aon Strategic Advisors & Transaction Solutions (ASATS). The series focuses on risk management and mitigation and is specifically created to help: • Chief executives and corporate management board members pursuing growth strategies through M&A, or divesting • Corporate tax managers, development officers and legal counsel responsible for planning, overseeing and / or delivering planned value from M&A • Chief executive and chief financial officers of private-equity backed portfolio companies • Private equity executives, portfolio managers and risk officers • Corporate finance, accounting, tax and legal advisors servicing corporate and private equity clients

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www.johnlux.net M&A Uses of Going Public with an IPO or Reverse Merger In mergers and acquisitions (M&A), going public through an IPO or reverse merger is a valuable and flexible tool that can increase profits and lower the cost of capital Sellers: Increase Your Valuation – Being public may increase your valuation in a transaction where you are being acquired File a Confidential S-1 to Test Waters under the JOBS Act may put pressure on a buyer. You can “test the waters” for an IPO. Buyers have to compete with IPO price Signing a letter of intent with an underwriter can force a buyer to make an offer. Naturally, the price will be increased as you always have the option of the higher priced IPO A public company that wants to buy you will be more comfortable if your financial reporting is already up to SEC standards. Many companies want sellers to have audited financial statements. As that expense is a big part of the cost of being public, why not do an IPO as you have already incurred a large part of the total cost? Establish Value for Taxes. You may want to establish a value for the company for estate tax or other purposes, such as dressing up your personal financial statements. You may want a public market to sell securities to pay estate taxes, or have the option of selling stock to pay estate taxes instead of facing a fire sale of the company. Key Employees - You may want to keep the loyalty of key employees in a company you are buying – offer them stock options in your public company. Reduced Overall Financing Costs - You may want to reduce your overall financing costs and find that equity is a cheap part of the mix. Increase Your Equity Base - You may want to increase your equity base after incurring a large amount of debt in an LBO. Reduce Debt - You may want to raise money to reduce or pay off debt incurred during a leveraged buyout Giving Liquid Stock to Sellers. You may want to offer the sellers some securities, (common, preferred or debt) to reduce the cash used in buying the company. Sellers naturally want these securities to be liquid Buy Out Dissident Shareholders - You may want to buy out dissident or troublesome shareholders Sell into Hot Market - If your company is in an industry that is being overvalued by Wall Street, you may want to take advantage of this bubble pricing IPO Instead of Vulture Capital - If venture capital companies are offering you inadequate terms or trying to impose agreements that put you at a disadvantage, you may want to seek an IPO instead of venture capital Break VC Covenants - Use an IPO to break out of venture capital covenants, such as right of first refusal on sales. Typically, these end after an IPO. Attractive Valuations. You may believe that the public market will offer you more attractive valuations than venture capitalists Liquidity - Your venture capitalists or other investors may demand liquidity.You yourself may want liq

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Investment Banking Two basic methods exist for transferring funds from savers to users. The indirect transfer occurs through a financial intermediary such as a bank. You lend funds to the bank, which in turn lends the funds to the ultimate borrower. (The role of commercial banks and the various types of financial intermediaries was covered in Chapter 2.) The alternative is the direct sale of securities to investors in the primary market. While most purchases of stocks (and bonds) occur in the secondary markets such as the New York Stock Exchange, the initial sales occur in the primary markets. The primary and secondary markets perform different functions, but both are important financial institutions. Secondary markets increase your willingness to buy securities and primary markets are the means by which your savings are transferred to firms and governments. The initial sale of a security in the primary market is often executed with the assistance of investment bankers. While this initial sale occurs only once, it is exceedingly important, because it is the process by which securities come into existence. If firms and governments did not issue securities, you would have to find alternative uses for your savings. Firms and governments, however, do need funds, and they tap your savings through issuing and selling new securities in the primary markets. The secondary markets provide you with a means to sell these securities (or buy more) once they have been issued. This chapter also briefly describes the major federal laws that govern the issuing and subsequent trading in securities. The purpose of this legislation is not to ensure that you will earn a positive return. Instead its purpose is to ensure that you and all investors receive timely and accurate information. You continue to bear the risk associated with buying stocks and bonds. The Transfer of Funds to Business One purpose of financial markets is to facilitate the transfer of funds from individuals (and firms and governments) with funds to invest to those individuals (and firms and governments) that need funds. One method is an indirect transfer through a financial intermediary such as a commercial bank. The other method is the direct investment in the firm by the general public. This transfer occurs when you start your own business and invest your savings in the operation. But the direct transfer is not limited to investing in your own business. Firms (and governments) also raise funds by selling securities directly to the general public. The Role of Investment Bankers While companies could sell securities directly to you (and some do sell modest amounts of securities through programs such as the dividend reinvestment plans described in Chapter 10), the majority of these sales are executed through investment bankers. In effect, an investment banker serves as a middleman to channel money from investors to firms and governments that need the funds. If this sale is the first sale of .

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Charles Schwab versus Andrew Cuomo Charles Schwab started the company that bears his name on an exceedingly small scale in 1963; his only product at the time was an investment advisory newsletter that was distributed to just 3,000 subscribers. Personal brokerage services were added in 1971, and then pushed along by a constant stream of innovations-discounted fees in 1975, computerized trades in 1978, 24-hour operations in 1980, and impartial investment recommendations from start to finish-his firm grew very rapidly. In 2009 it provided 7.5 million customers with individual brokerage accounts, served 1.5 million participants in corporate retirement programs, employed 12,500 persons, and had a widespread reputation for serving clients well. That reputation was brought into direct conflict with the Attorney General of the State of New York, Andrew Cuomo, by a suit over auction rate securities. Auction rate securities are an innovative form of investment-grade bonds, where the interest rates are set by periodic auctions. Most bonds, both corporate and municipal, have an interest rate that is set at the time of issuance, and that interest rate lasts throughout the life of the bond. Auction rate bonds do not have a set rate. Instead, the bonds are ranked by investment quality (AAA to C+), and existing holders and potential investors submit bids for the number of bonds within each quality rank they wish to repurchase (the existing holders) or newly purchase (the potential investors) and the minimum interest rate they are willing to accept as a condition of that purchase. Those interest rates are then ranked from low to high, and the highest interest rate at which all of the bonds within a given quality ranking will be purchased (in finance this is known as the "market clearing rate") become the rate for those bonds. For most auction rate securities, this bidding process was to be held at the end of each month, with settlement the next day, and interest to the prior holders to be paid at the same time. These auction rate securities became very popular with both corporate and municipal ssuers because they seemed to add the flexibility of short-term bonds to the steadiness f long-term securities. Individuals were attracted by the interest rates that so clearly eflected actual market demand and the periodic opportunities to get their money backwhenever they wished. By early 2008 , the auction mate security market had grown to pare than $200 billion. Because of the dual need to submit new bids each month and to proberage firms or investment houses to manage the auidual purchasers relied on their What went wrong? February 2008 marked the start of the rate securities they held. gedy, there were no bidders at the regularly. the start of the credit crunch crisis. Sudthe interest rates became zero, the market valucs bocamed auctions, and so essentially peable to dispose of their auction rate securities. became zero, and the holders were cers throughout the co.

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An Initial Public Offering (IPO) is the ways by which privately held companies transform into publicly traded companies. IPOs are in most cases given by smaller, companies looking for the capital to expand, but can also involve large privately owned companies intending to become publicly traded. 1. The underwriter is defined as an investment bank that recruits IPO specialists. They serve the following roles: 1. They make sure that the firm meets all the regulatory requirements, such as filing with the respective bodies and depositing all the fees, and performs all necessary financial data accessible to the public. 1. Meets with large prospective buyers of stock, i.e. Mutual funds and insurance companies who possess huge sums of money to invest. The underwriter picks the pulse of prospective buyers and then suggests an IPO price to the firm. An excessive price may render the firm with unsold stock, whereas a price which is too low will imply forgone revenue from the stock sold (Saunders and Walter, 1994; Benston, 1994). 1. Gives an opportunity to the firm to sell a definite quantity of stock during the IPO process. Such sales must carried out with caution, because unfortunately dumping a lot of shares can move the prices down, demoralizing both the issuer and the underwriter. 1. The role of an originating house and a syndicate An Originating House is majorly a firm that controls and manages the underwriting process while a syndicate setting up a variety of brokerage firms to sum up the underwriting and market selling of the securities. One of the roles of forming a syndicate is that it provides an opportunity for more brokerage firms to take part in hence raising the chances of more buyers into the securities hence limiting the risks of loss while at the same time increasing the potential of making a profit. On the other hand an originating house serves the role of underwriting and selling of any new issue of stock to the entire general public (Booth and Smith, 1986). Issue price refers to the price at which a new security shall be divided equally to the public before the new issue trading on the secondary market. Also referred to as offering price. Underwriters analyze various factors when trying to evaluate a security's offering price. Arguably an investment bank should accurately monitor the worth of the securities and the underlying firm, contributing finances for the issuing company and also selling the securities to investors for a reasonable price to be given. Public offering refers to the selling of equity shares or any financial equipment by a given organization to the public so as to contribute funds for the growth, expansion and investment of the firm (Investopedia, 2014). It is usually associated with many risks, for example various businesses that are going public for the first round are very new hence in case someone invests public offering stocks he/she is most likely to bear part of the burdens of the company (Chen an.

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