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Securities Markets

3

Bodie, Kane, and Marcus

Essentials of Investments, 9th Edition

McGraw-Hill/Irwin

Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved.

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3.1 How Firms Issue Securities

Primary vs. Secondary Market Security Sales

Primary

New issue created/sold

Key factor: Issuer receives proceeds from sale

Public offerings: Registered with SEC; sale made to investing public

Private offerings: Not registered; sold only to limited number of investors with restrictions on resale

Secondary

Existing owner sells to another party

Issuing firm doesn’t receive proceeds, is not directly involved

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3.1 How Firms Issue Securities

Privately Held Firms

Up to 499 shareholders

Fewer obligations to release financial statements to public

Private placement: Primary offerings sold directly to a small group of investors

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3.1 How Firms Issue Securities

Publicly Traded Companies

Sell securities to the general public; allow investors to trade shares in securities markets

Initial public offering: First sale of stock by a formerly private company

Underwriters: Purchase securities from issuing company and resell them

Prospectus: Description of firm and security being issued

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Figure 3.1 Relationship among a Firm Issuing Securities, the Underwriters, and the Public

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3.1 How Firms Issue Securities

Shelf Registration

SEC Rule 415

Security is preregistered and then may be offered at any time within the next two years

24-hour notice: Any or all of preregistered amount may be offered

Introduced in 1982

Allows timing of issues

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3.1 How Firms Issue Securities

Initial Public Offerings

Issuer and banker put on “road show”

Purpose: Bookbuilding and pricing

Underpricing

Post-initial sale returns average 10% or more—“winner’s curse” problem?

Easier to market issue; costly to issuing firm

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Figure 3.2 Average First-Day Returns for European IPOs

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Figure 3.2 Average First-Day Returns for Non-European IPOs

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3.2 How Securities Are Traded

Functions of Financial Markets

Overall purpose: Facilitate low-cost investment

Bring together buyers and sellers at low cost

Provide adequate liquidity by minimizing time and cost to trade and promoting price continuity

Set and update prices of financial assets

Reduce information costs associated with investing

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3.2 How Securities Are Traded

Types of Markets

Direct Search Markets

Buyers and sellers locate one another on their own

Brokered Markets

Third-party assistance in locating buyer or seller

Dealer Markets

Third party acts as intermediate buyer/seller

Auction Markets

Brokers and dealers trade in one location

Trading is more or less continuous

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3.2 How Securities Are Traded

Types of Orders

Market order: Execute immediately at best price

Bid price: price at which dealer will buy security

Ask price: price at which dealer will sell security

Price-contingent order: Buy/sell at specified price or better

Limit buy/sell order: specifies price at which investor will buy/sell

Stop order: not to be executed until price point hit

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Figure 3.3 Average Market Depth for Large (S&P 500) and Small (Russel 2000) Firms

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Figure 3.4 Limit Order Book for Intel on the NYSE Arca Market, July 22, 2011

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3.2 How Securities Are Traded

Trading Mechanisms

Dealer markets

Over-the-counter (OTC) market: Informal network of brokers/dealers who negotiate securities sales

NASDAQ stock market: Computer-linked price quotation system for OTC market

Electronic communication networks (ECNs)

Computer networks that allow direct trading without market makers

Specialist markets

Specialist: Makes market in shares of one or more firms; maintains “fair and orderly market” by dealing personally

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Figure 3.5 Price-Contingent Orders

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3.3 The Rise of Electronic Trading

Timeline of Market Changes

1969: Instinet (first ECN) established

1975: Fixed commissions on NYSE eliminated

Congress amends Securities and Exchange Act to create National Market System (NMS)

1994: NASDAQ scandal

SEC institutes new order-handling rules

NASDAQ integrates ECN quotes into display

SEC adopts Regulation Alternative Trading Systems, giving ECNs ability to register as stock exchanges

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3.3 The Rise of Electronic Trading

Timeline of Market Changes

1997: SEC drops minimum tick size from 1/8 to 1/16 of $1

2000: National Association of Securities Dealers splits from NASDAQ

2001: Minimum tick size $.01

2006: NYSE acquires Archipelago Exchanges and renames it NYSE Arca

SEC adopts Regulation NMS, requiring exchanges to honor quotes of other exchanges

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Figure 3.6 Effective Spread vs. Minimum Tick Size

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3.4 U.S. Markets

NASDAQ

Approximately 3,000 firms

New York Stock Exchange (NYSE)

Stock exchanges: Secondary markets where already-issued securities are bought and sold

NYSE is largest U.S. Stock exchange

ECNs

Latency: Time it takes to accept, process, and deliver a trading order

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Figure 3.7 Market Share of Trading in NYSE-Listed Shares

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3.5 New Trading Strategies

Algorithmic Trading

Use of computer programs to make rapid trading decisions

High-frequency trading: Uses computer programs to make very rapid trading decisions in order to compete for very small profits

Dark Pools

ECNs where participants can buy/sell large blocks of securities anonymously

Blocks: Transactions of at least 10,000 shares

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Figure 3.8 Market Capitalization of Major World Stock Exchanges, 2011

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3.6 Globalization of Stock Markets

Moving to automated electronic trading

Current trends will eventually result in 24-hour global markets

Moving toward market consolidation

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3.7 Trading Costs

Commission: Fee paid to broker for making transaction

Spread: Cost of trading with dealer

Bid: Price at which dealer will buy from you

Ask: Price at which dealer will sell to you

Spread: Ask — bid

Combination: On some trades both are paid

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3.8 Buying on Margin

Margin: Describes securities purchased with money borrowed in part from broker

Net worth of investor's account

Initial Margin Requirement (IMR)

Minimum set by Federal Reserve under Regulation T, currently 50% for stocks

Minimum % initial investor equity

1 − IMR = Maximum % amount investor can borrow

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3.8 Buying on Margin

Equity

Position value – Borrowing + Additional cash

Maintenance Margin Requirement (MMR)

Minimum amount equity can be before additional funds must be put into account

Exchanges mandate minimum 25%

Margin Call

Notification from broker that you must put up additional funds or have position liquidated

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3.8 Buying on Margin

If Equity / Market value  MMR, then margin call occurs

(Market value – Borrowed) / Market Value  MMR; solve for market value

A margin call will occur when:

Market value = Borrowed/(1 − MMR)

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3.8 Buying on Margin

Margin Trading: Initial Conditions

X Corp: Stock price = $70

50%: Initial margin

40%: Maintenance margin

1000 shares purchased

Initial Position
Stock $70,000 Borrowed $35,000
Equity $35,000

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3.8 Buying on Margin

Stock price falls to $60 per share

Position value – Borrowing + Additional cash

Margin %: $25,000/$60,000 = 41.67%

How far can price fall before margin call?

Market value = $35,000/(1 – .40) = $58,333

New Position
Stock $60,000 Borrowed $35,000
Equity $25,000

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3.8 Buying on Margin

With 1,000 shares, stock price for margin call is $58,333/1,000 = $58.33

Margin % = $23,333/$58,333 = 40%

To restore IMR, equity = ½ x $58,333 = $29,167

New Position
Stock $60,000 Borrowed $35,000
Equity $23,333

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3.8 Buying on Margin

Buy at $70 per share

Borrow at 7% APR interest cost if using margin; use full amount margin

APRs (365-day year)

Buy at $70 Sell at $72 in 90 days Sell at $68 in 90 days
No margin 11.59% −11.59%
Margin 16.17% −30.17%
Leverage factor 1.4x 2.6x

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Table 3.1 Illustration of Buying Stock on Margin

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3.9 Short Sales

Sale of shares not owned by investor but borrowed through broker and later purchased to replace loan

Mechanics

Borrow stock from broker; must post margin

Broker sells stock, and deposits proceeds/margin in margin account (you cannot withdraw proceeds until you “cover”)

Covering or closing out position: Buy stock; broker returns title to party from which it was borrowed

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3.9 Short Sales

Round Trips

Long position

Buy first, sell later

Bullish

Short position

Sell first, buy later

Bearish

“Round trip” is a purchase and a sale

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3.9 Short Sales

Required initial margin: Usually 50%

More for low-priced stocks

Liable for any cash flows

Dividend on stock

Zero tick, uptick rule

Eliminated by SEC in July 2007

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3.9 Short Sales

Short-sale maintenance margin requirements (equity)

Price MMR
< $2.50 $2.50
$2.50-$5.00 100% market value
$5.00-$16.75 $5.00
> $16.75 30% market value

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3.9 Short Sales

Example

You sell 100 short shares of stock at $60 per share

$6,000 must be pledged to broker

You must also pledge 50% margin

You put up $3,000; now you have $9,000 in margin account

Short sale equity = Total margin account – Market value

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3.9 Short Sales

Example

Maintenance margin for short sale of stock with price > $16.75 is 30% market value

30% x $6,000 = $1,800

You have $1,200 excess margin

What price for margin call?

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3.9 Short Sales

Example

When equity  (.30 x Market value)

Equity = Total margin account – Market value

When Market value = Total margin account / (1 + MMR)

Market value = $9,000/(1 + 0.30) = $6,923

Price for margin call: $6,293/100 shares = $69.23

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3.9 Short Sales

Example

If this occurs:

Equity = $9,000 − $6,923 = $2,077

Equity as % market value = $2,077/$6,923 = 30%

To restore 50% initial margin:

($6,923/2) − $2,077 = $1,384.50

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Table 3.2 Cash Flows from Purchasing vs. Short-Selling

Purchase of Stock
Time Action Cash Flow*
0 Buy share − Initial price
1 Receive dividend, sell share Ending price + Dividend
Profit = (Ending price + Dividend) – Initial price
Short Sale of Stock
Time Action Cash Flow*
0 Borrow share; sell it + Initial price
1 Repay dividend and buy share to replace share originally borrowed − (Ending price + Dividend)
Profit = Initial price – (Ending price + Dividend)

*Note: A negative cash flow implies a cash outflow.

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3.10 Regulation of Securities Markets

Self-Regulation

The Sarbanes-Oxley Act

Insider Trading

Inside information: Nonpublic knowledge about a corporation possessed by officers, major owners, etc., with privileged access to information

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McGraw

-

Hill/Irwin

Copyright

©

2013 by The McGraw

-

Hill Companies, Inc. All rights reserved.

Securities Markets

3

Bodie

, Kane, and Marcus

Essentials of Investments,

9th Edition