Documentos de Académico
Documentos de Profesional
Documentos de Cultura
1
CHAPTER OUTLINE
Private Equity Market
Investor Participation in the Stock Markets
Initial public offerings
Secondary stock offerings
The corporate monitoring role
Globalization of stock markets
2
PRIVATE EQUITY
Venture Capital Funds
From wealthy investors and from pension funds that are willing to
maintain the investment for a long-term period
Not allowed to withdraw money before specified deadline
Venture capital market: venture capital conferences
Terms of a venture capital deal
Exit strategy of VC funds: (1)sell the equity to the public, or (2)cash out if
the company acquired by another firm.
Therefore, commonly serves as a bridge.
Private Equity Funds
From institutional investors (pension funds and insurance companies) and
invest in business.
Take over, manage, and have a control to restructure the businesses.
Charge annual fee for managing the fund.
Exit strategy of PE funds: (1)sell the stake to another firm, or (2)cash out
when the business become public.
3
DIFFERENCES
Venture Capital Private Equity
Invest in start-ups with Buy established
high growth potential companies
Mostly < 50% in equity Mostly 100% ownership:
In many different total control
companies: spread the In single company
risk Also use both cash and
Deal with equity only debt in the investment
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VENTURE CAPITAL FIRMS (INA)
5
PUBLIC EQUITY
Firm goes public
The primary market enables corporations to issue new stock
The secondary market creates liquidity for investors who invest in stock
Some corporations distribute earnings to investors in the form of dividends
Ownership and voting rights
The owners are permitted to vote on key matters
concerning the firm:
Election of the board of directors
Authorization to issue new shares
Approval of amendments to the corporate charter
Adoption of bylaws
Voting is often accomplished by proxy
Management typically receives the majority of the
votes and can elect its own candidates as directors
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HOW STOCKS MARKETS FACILITATE THE FLOWS OF FUNDS
$ to buy stock
Households
of stock mutual
$ to buy shares
funds
$
Spending
Corporation to Expand
Stock Mutual $ to buy stock Operations
Funds
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PUBLIC EQUITY (CONT’D)
Preferred stock
Preferred stock represents an equity interest in a firm that
usually does not allow for significant voting rights
A cumulative provision on most preferred stock prevents
dividends from being paid on common stock until all preferred
dividends have been paid
Preferred stock is less risky because dividends on preferred
stock can be omitted
Preferred stock is a less desirable source of funds than bonds
because:
Dividends are not tax deductible
Investors must be enticed to purchase the preferred stock since
dividends do not legally have to be paid
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PARTICIPATION IN STOCK MARKETS
Types of investors
Individual investors typically hold more then 50 percent of the
total equity in a large corporation
Ownership is scattered
Institutional investors have large equity positions in
corporations and have more voting power
Can influence corporate policies through proxy contests
Insurance companies, pension funds, and stock mutual funds are
common purchasers of newly issued stock in the primary market
The collective sales and purchases of stocks by institutions can
significantly affect stock market prices
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Type of Financial Participation in Stock Markets
Institution
Commercial banks Issue
stock
Manage trust funds
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PARTICIPATION IN STOCK MARKETS (CONT’D)
The price of a firm’s stock represents the value of the
firm per share of stock:
Value of firm
Stock price
Number of shares
The stock price by itself does not clearly indicate the firm’s
value
The return on the investment is determined by dividends
received and the price of the stock from the time when they
purchased the shares until they sell them
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PARTICIPATION IN STOCK MARKETS (CONT’D)
How investor decisions affect the stock price
Investors buy or sell shares based on their valuation
of the stock relative to the prevailing market price
Investors arrive at different valuations which means
there will be buyers and sellers at a given point in
time
As investors change their valuations of a stock, there
is a shift in the demand for and supply of shares and
the equilibrium price changes
12
INITIAL PUBLIC OFFERINGS
An IPO is a first-time offering of shares by a
specific firm to the public
Usually, a growing firm first obtains private
equity funding from VC firms
An IPO is used to obtain new funding and to
offer VC firms a way to cash in their investment
ManyVC firms sell their shares in the secondary
market between 6 and 24 months after the IPO
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INITIAL PUBLIC OFFERINGS
(CONT’D)
Process of going public
An investment banking firm normally serves as the lead
underwriter for the IPO
Developing a prospectus
The issuing firm develops a prospectus and files it with the SEC
The prospectus contains detailed information about the firm and
includes financial statements and a discussion of risks
The prospectus is intended to provide investors with the information
they need to decide whether to invest in the firm
Once approved by the SEC, the prospectus is sent to institutional
investors
Underwriters and managers meet with institutional investors in the
form of a “road show”
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INITIAL PUBLIC OFFERINGS
(CONT’D)
Process of going public (cont’d)
Pricing
The offer price is determined by the lead underwriter
During the road show, the number of shares demanded at
various prices is assessed
Bookbuilding
In some countries, an auction process is used for IPOs
Transaction costs
The issuing firm typically pays 7 percent of the funds raised
The lead underwriter typically forms a syndicate with other
firms who receive a portion of the transaction costs
15
INITIAL PUBLIC OFFERINGS
(CONT’D)
Underwriter efforts to ensure price stability
The lead underwriter’s performance can be measured by the
movement in the IPO shares following the IPO
If stocks placed by a securities firm perform poorly, investors may
no longer purchase shares underwritten by that firm
The underwriter may require a lockup provision
Prevents the original owners from selling shares for a specified
period
Prevents downward pressure
When the lockup period expires, the share price commonly declines
significantly
16
INITIAL PUBLIC OFFERINGS
(CONT’D)
Timing of IPOs
IPOs tend to occur more frequently during bullish stock
markets
Prices are typically higher
In the 2000–2001 period, many firms withdrew their IPO plans
Initial returns of IPOs
First-day return averaged about 20 percent over the last 30 years
In 1998, the mean one-day return for Internet stocks was 84 percent
Most IPO shares are offered to institutional investors
About 2 percent of IPO shares are offered as allotments to
brokerage firms
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INITIAL PUBLIC OFFERINGS
(CONT’D)
Abuses in the IPO market
In
2003, regulators attempted to impose new
guidelines that would prevent abuses
Spinning is the process in which an investment bank
allocated IPO shares to executives requiring the help of an
investment bank
Laddering involves increasing the price above the offer price
on the first day of issue in response to substantial demand
Excessive commissions are sometimes charged by brokers
when there is substantial demand for the IPO
18
INITIAL PUBLIC OFFERINGS
(CONT’D)
Long-term performance following IPOs
IPOsperform poorly on average over a period of a
year or longer
Many IPOs are overpriced at the time of issue
Investors may be overly optimistic about the firm
Managers may spend excessively and be less efficient with
the firm’s funds than they were before the IPO
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STOCK OFFERINGS AND
REPURCHASES
A secondary stock offering is:
A new stock offering by a firm whose stock is already publicly traded
Undertaken to raise more equity to expand operations
Usually facilitated by a securities firm
Existing shareholders often have the preemptive right to purchase newly-
issued stock
Shelf registrations.
A corporation can fulfill SEC requirements up to two years before issuing new
securities
Allows firms quick access to funds
Potential purchasers must realize that information disclosed in the registration
is not continually updated
Stock Repurchases
Asymmetric information. Firm purchase a portion of its shares in the market
-> signaling the undervalued shares
Use excess cash to purchase shares in the market at a low price
Stock prices respond favorably to stock repurchase announcements
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STOCK EXCHANGES
Stock trading between investors occurs on an
organized stock exchange or on the over-the-
counter (OTC) market
Organized exchanges
NYSE (the largest)
Two broad types of members:
Floor brokers: commission or independent brokers
Specialist
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STOCK EXCHANGES (CONT’D)
Organized exchanges (cont’d)
Listing requirements
NYSE requirements include number of shares outstanding,
minimum level of earnings, cash flow, and revenue
Minimum number of shares ensures adequate liquidity
Exchanges charge a listing fee, which depends on the size of
the firm
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STOCK EXCHANGES (CONT’D)
Over-the-counter market
Buy and sell orders are completed through a
telecommunications network
Nasdaq
The Nasdaq is an electronic quotation system that provides
immediate price quotations
Firms must meet requirements on minimum assets, capital,
and number of shareholders
Transaction costs as a percentage of the investment tend to
be higher on Nasdaq than on the NYSE
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STOCK EXCHANGES (CONT’D)
Over-the-counter market (cont’d)
Nasdaq (cont’d)
Nasdaq components are:
Nasdaq National Market
Nasdaq Small Cap Market
More stocks are listed on Nasdaq than on NYSE
The market value of stocks listed on Nasdaq is smaller than
stocks listed on the NYSE
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STOCK EXCHANGES (CONT’D)
Over-the-counter market (cont’d)
OTC Bulletin Board
Lists stocks that have a price below $1 per share (penny stocks)
More than 3,500 stocks are listed
Stocks are mostly traded by individual investors
Pink sheets
Lists stocks smaller than those listed on the OTC Bulletin Board
Contains about 20,000 stocks
Families and officers of the firms commonly control much of the
stock
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STOCK EXCHANGES (CONT’D)
Extended trading sessions
The NYSE, AMEX, and Nasdaq markets all offer extended
trading sessions
Late trading sessions enable investors to buy or sell stocks
after the market closes
An early morning session enables investors to buy or sell stock
just before the market opens on the following day
Total trading volume of widely traded stocks is typically about
5 percent or less of the trading volume during the day
ECNs also allow for trading at any time
26
STOCK EXCHANGES (CONT’D)
Stock quotations provided by exchanges
Theformat varies among newspapers, but most
provide similar information:
52-week price range
Symbol
Dividend
Dividend yield
Price-earnings ratio
Volume
Closing price quotations
27
COMPUTING A DIVIDEND YIELD
XYZ Corporation annual dividend is $1.02 per
share. XYZ’s prevailing stock price is $20.
What is the annual dividend yield of XYZ
?stock
Dividends paid per share
Dividend yield
Prevailing stock price
$1.02
5.10%
$20
28
STOCK EXCHANGES (CONT’D)
Stock index quotations
The Dow Jones Industrial Average (DJIA) is a price-weighted
average of stock prices of 30 large U.S. firms
Assigns a higher weight over time to those stocks that experience
higher prices
Does not necessarily serve as an adequate indicators of the overall
market
The Standard and Poor’s (S&P) 500 is a value-weighted index of
stock prices of 500 large U.S. firms
Does not serve as a useful indicator for stock prices of smaller firms
29
STOCK EXCHANGES (CONT’D)
Stock index quotations (cont’d)
Wilshire 5000 Total Market Index
Created in 1974 to reflect the values of 5,000 U.S. stocks
Represents the broadest index of the U.S. stock market
Closely monitored by the Federal Reserve
New York Stock Exchange Indexes
The Composite Index represents the average of all stocks
traded on the NYSE
Sector indexes:
Industrial
Transportation
Utility
Financial
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STOCK EXCHANGES (CONT’D)
Stock index quotations (cont’d)
Other stock indexes
AMEX indexes
Nasdaq indexes
31
MONITORING PUBLICLY TRADED
COMPANY
Managers serve as agents for shareholders to maximize
the stock price
Managers may be tempted to serve their own interests
rather than those of investors
Shareholders monitor their stock’s price movements to
assess whether the managers are achieving their goal
When the stock price declines or does not rise as high as
shareholders expected, shareholders may blame the weak
performance on the firm’s managers
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MONITORING PUBLICLY TRADED
COMPANY (CONT’D)
Accounting irregularities
Tothe extent that firms can manipulate financial
statements they may be able to hide information
from investors
e.g., Enron, Tyco, and WorldCom
Theauditors hired to audit financial statements
allowed them to use unusual accounting methods
Board members on the audit committee were not always
monitoring the audit
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MONITORING PUBLICLY TRADED
COMPANY (CONT’D)
The Sarbanes-Oxley Act:
Was implemented in 2002 to ensure more accurate disclosure
of financial information to investors
Attempts to force accountants of a firm to conform to regular
accounting standards
Attempts to force auditors to take their auditing role seriously
Prevents a public accounting firm from auditing a client whose
CEO, CFO, or other employees are employed by the client firm
within one year prior to the audit
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MONITORING PUBLICLY TRADED
COMPANY (CONT’D)
The Sarbanes-Oxley Act:
Requires that only outside board members of a firm be on the
firm’s audit committee
Prevents the members of a firm’s audit committee from
receiving consulting or advising fees from the firm
Requires that the CEO and CFO of firms that are of at least a
specified size level to certify that the audited financial
statements are accurate
Specifies major fines or imprisonment for employees who
mislead investors or hide evidence
Allows public accounting firms to offer non-audit consulting
services to an audit client only if the client pre-approves those
services
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MONITORING PUBLICLY TRADED
COMPANY (CONT’D)
Shareholders activism
Communication with the firm
Shareholders can communicate their concerns to other
investors to place more pressure on managers or its board
members
Institutional investors commonly communicate with high-
level corporate managers and offer their concerns
Institutional Shareholder Serves (ISS) Inc. is a firm that organizes
institutional shareholders to push for a common cause
36
MONITORING PUBLICLY TRADED
COMPANY (CONT’D)
Shareholders activism (cont’d)
Proxy contest
Normally considered only if an informal request for a change
in the board is ignored
If dissident shareholders gain enough votes, they can elect
one or more directors who share their views
As a result of a more organized effort, institutional
shareholders are more influential on management decisions
37
MONITORING PUBLICLY TRADED
COMPANY (CONT’D)
Shareholders activism (cont’d)
Shareholder lawsuits
Investors may sue the board if they believe that the directors
are not fulfilling their responsibilities to shareholders
Lawsuits are often filed when corporations prevent
takeovers, pursue acquisitions, or make other restructuring
decisions that shareholders believe will reduce the stock’s
value
When directors are sued, courts typically focus on whether
the director’s decision seems reasonable, rather than on
whether the decision led to higher profitability
38
MARKET FOR CORPORATE
CONTROL
A firm may engage in acquisitions to increase the
value of a target firm
Can also create synergistic benefits
A high stock price is useful to exchange acquirer
shares for target shares
Share prices of target firms react very positively
Leveraged buyouts
LBOs are acquisitions that require substantial amounts of
borrowed funds
A reverse LBO is desirable when the stock can be sold at a high
price
39
MARKET FOR CORPORATE
CONTROL (CONT’D)
Barriers to corporate control
Antitakeover amendments are designed to protect
shareholders against an acquisition that will ultimately reduce
the value of their investment in the firm
e.g., may require at least two-thirds of shareholder votes to
approve a takeover
Poison pills are special rights awarded to shareholders or
specific managers upon specified events
e.g., the right for all shareholders to be allocated an additional 30
percent of all shares without cost whenever a potential acquirer
attempts to acquire the firm
40
MARKET FOR CORPORATE
CONTROL (CONT’D)
Barriers to corporate control (cont’d)
Agolden parachute specifies compensation to
managers in the event that they lose their jobs
e.g., all managers have the right to receive 100,000 shares of
the firm’s stock whenever the firm is acquired
41
GLOBALIZATION OF STOCK
MARKETS (CONT’D)
International placement process
Many U.S. investment banks and commercial banks
provide underwriting services in foreign countries
Listing on a foreign stock exchange:
Enhances the liquidity of the stock
May increase the firm’s perceived financial standing
Can protect the firm against hostile takeovers
Entails some costs
42
GLOBALIZATION OF STOCK
MARKETS (CONT’D)
Privatization
The sale of government-owned firms to individuals
Too large to be digested by local stock markets only -> foreign
investor
Emerging stock markets:
Enable foreign firms to raise large amounts of capital by issuing stock
Provide a means for investors from other countries to invest their
funds
Limitation:
May not be as efficient as the U.S. stock market
May exhibit high returns and high risk
May be volatile because of fewer shares and trading based on rumors
43
GLOBALIZATION OF STOCK
MARKETS (CONT’D)
Methods used to invest in foreign stocks
Direct purchases involves directly buying stock of
foreign companies listed on the local stock
exchanges
American depository receipts are attractive because:
They are closely followed
They are required to file financial statements with the SEC
They are quoted reliably
44
GLOBALIZATION OF STOCK
MARKETS (CONT’D)
Methods used to invest in foreign stocks
(cont’d)
International mutual funds are portfolios of
international stocks created and managed by various
financial institutions
World equity benchmark shares represent indexes
that reflect composites of stocks for particular
countries that can be purchased or sold
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