Chapter 2 Securities Markets and Transactions.

Chapter 2 Securities Markets and Transactions

Securities Markets and Transactions
Learning Goals Identify the basic types of securities markets and describe their characteristics. Explain the initial public offering (IPO) process. Describe broker and dealer markets, and discuss how they differ from alternative trading systems.

Securities Markets and Transactions
Learning Goals (cont’d) Review the key aspects of the globalization of securities markets, and discuss the importance of international securities markets. Discuss trading hours and regulation of securities markets. Explain long purchases, margin transactions and short sales.

Types of Markets Money Markets: the market where short-term securities are bought and sold Capital Market: the market where long-term securities such as stocks and bonds are bought and sold Primary Market: the market in which new issues of securities are sold to the public Secondary Market: the market in which securities are traded after they have been issued

Securities markets Securities markets are forums that allow suppliers and demanders of securities to make financial transactions. Their goal Is to permit such transactions to be made quickly and at a fair price.

Types of securities markets
Securities markets are either money markets or capital markets. The money market: is the market where short term debt securities with maturities less than a year are bought and sold. Investors use money markets for short term borrowing and lending. Investors turn to the capital markets to buy and sell long term securities with maturities of more than one year such as stocks and bonds.

Types of securities markets
Capital markets are classified as either primary or secondary, depending on whether securities are being sold initially to investors by the issuer (primary) or resold among investors.

The primary market The market in which new issues of securities are sold to investors is the primary market In primary market, the issuer of the equity or debt securities receives the proceeds from sale. The most significance transaction in the primary market is the Initial public offering (IPO) which marks the first public sale of a company’s stocks and results in the company’s taking on a public status.

The primary market The primary markets also provide a forum for the sale of additional stock called seasoned equity issues, by already public companies Before offering the securities to the public for sale, the issuer must register them with and obtain approval from the securities and exchange commission (SEC). This is a federal regulatory agency which confirm both the adequacy and the accuracy of the information provided to potential investors before the security is offered for sale

The primary market In addition, the SEC regulates the securities markets. To sell its securities in the primary a firm has three choices: Public offering: in which the firm offers its securities for sale to public investors. Rights offering: in which the firm offers shares to existing stockholders on a pro-rata basis Private placement: in which the firm sell securities directly without SEC registration to select group of private investors such as insurance companies , pension funds.

Going Public : The IPO process
Most companies that go public are small , fast growing companies , that require additional capital to continue expanding. When the company decides to go public, it must obtain an approval of its current shareholders, the investors who own its privately issued stock Next the company’s auditor and lawyer must certify that all the financial disclosure documents for the company are legitimate. The company then finds an investment bank willing to underwrite the offering

This bank is the lead underwriter and is responsible for promoting the company’s stocks and facilitating the sales of the company IPO’s shares. The lead underwriter often brings in other investment banking firms to help underwrite and market the company’s stock. The underwrite also assists the company in filing a registration statement with the SEC. One proportion of this statement is called the Prospectus.

Figure 2.1 Cover of a Preliminary Prospectus for a Stock Issue

It describes the key aspects of the securities to be issued , the issuer’s management, and the issuer’s financial position. While waiting for the registration statement SEC’s approval , investors may receive a preliminary prospectus, this version is called red herring because a notice printed in red on the front cover indicates the tentative nature of the offer. After the SEC approves the registration statement, the investment community begin analyzing the company’s prospects

However, from the time the company files in the preliminary registration statement until at least one month after the IPO is complete , the company, and the company’s auditor, lawyers and underwriters must obtain a quiet period. During which there are restrictions on what can be said about the company. The purpose of this period is to make sure that all the potential investors have access to the same information about the company but not to any unpublished data that might provide an unfair advantage.

During the registration period and prior to the actual IPO date, the investment banker and the company executives promote the company’s stock offering through a road show. Which consists of a series of presentation to potential investors esp. institutional investors around the country and overseas. Investing in IPOs is risky business, particularly for individual investors who can easily acquire shares at the offering price.

The investment banker’s role
Most public offerings are made with the assistance of an investment banker. An investment banker is a financial intermediary that specializes in assisting companies to issue new securities and advising firms with regards to major financial transactions. The main activity of the investment banker is underwriting. This process involves purchasing the securities from the issuing firm at an agreed on price and bearing the risk of reselling them to the public

The investment banker also provides the issuer with advice about pricing and other important aspects of the issue In the case of large security issues, the lead investment banker brings in other bankers as partners to form an underwriting syndicate. The syndicate shares the financial risk associated with buying the entire issue and reselling the new securities to the public.

The lead investment banker and the syndicate members put together a selling group, normally made up of themselves and a large numbers of brokerage firms. Each member of the selling group is responsible for selling a certain proportion of the issue and is a paid a commission on the securities it sells. For example , the investment banker pay the issuing firm $24 per share for stock that will be sold at $26 per share.

Figure 2.2 The Selling Process for a Large Security Issue

Next, the underwriting syndicate members may then sell shares to members of selling groups at a price of $25.25 per share, the difference is referred to as the gross spread. Which comprises the lead underwriter’s management fees, the syndicate underwriters’ discount and the selling group’s selling concession Having guaranteed the issuer $24 per share, the originating underwriter may then sell the shares to the underwriting syndicate members for $24.25 per share. The 25 cents per share difference represents the lead underwriter’s management fee.

The difference between the $24.25 per share the investment banks in the underwriting syndicate paid and the $25.25 per share they sold to the selling group represents the underwriter’s discount which is their profit per share The members of the selling group earn a selling concession of 75 cents for each share they sell ( $26-$25.25)

Secondary markets The secondary markets or the aftermarket, is the market in which securities are traded after they have been issued. Unlike the primary market, secondary market transactions don’t involve the corporation that issued the securities The secondary market permits an investor to sell his or her holdings to another investor The ability to make securities transactions quickly and at a fair price in the secondary market provides securities traders with liquidity.

Secondary Markets Secondary Market: the market in which securities are traded after they have been issued Role of Secondary Markets Provides liquidity to security purchasers Provides continuous pricing mechanism

Secondary markets one major segment of the secondary markets consists of the securities listed on one of various organized securities exchanges, which are forums where the buyers and the sellers of the securities are bought together to execute traders Another major segment of the market is made up of those securities that are listed on Nasdaq market which employs an all electronic trading platform to execute trades. OTC market which involves trading in smaller, unlisted securities.

Broker markets and dealer markets
Broker market consists of national and regional securities exchanges whereas the dealer market is made up of the Nasdaq market and the OTC market. The biggest difference in the two markets is a technical point dealing with the way trades are executed. When a trade occurs in a broker market, the two sides to the transaction, the buyer and the seller are brought together- the seller sells his securities directly to the buyer.

Broker markets and dealer markets
When trades are made in a dealer market, buyer’s orders and seller’s orders are never brought together directly. Their orders are executed by market makers, who are securities dealers that make markets by offering to buy or sell a certain amount of securities at stated prices. Two separate trades are made, the seller sell his securities to a dealer and the buyer buys securities from another or from the same dealer

Figure 2.3 Broker and Dealer Markets

Broker markets When you think of the stock market, the first thing that comes to the mind is the New York stock exchange (NYSE) which is a national exchange. It’s the dominant broker market. Included in this market are the NYSE Amex, formally the American stock exchange, another national exchanges and several so called regional exchanges. Regional exchanges are national stock exchanges that reside outside New York city such as Chicago stock exchange.

Broker Markets and Dealer Markets
Broker Markets: consists of national and regional securities exchanges 60% of the total dollar volume of all shares in U.S. stock market trade here New York Stock Exchange (NYSE) is largest and most well-known (Big Board) Trades are executed when a buyer and a seller are brought together by a broker and the trade takes place directly between the buyer and seller The NYSE Amex is the second largest U.S stock exchange in terms of the numbers of listed companies, when it comes to the dollar volume of trading the Amex is smaller than the largest regional exchange ( Chicago stock exchange) Dealer Markets: consists of both the Nasdaq market and the OTC market Trades are executed with a dealer (market maker) in the middle. Sellers sell to a market maker at a stated price. The market maker then offers the securities to a buyer.

Broker Markets New York Stock Exchange (NYSE)
Before the NYSE became a for-profit , publicly traded company in 2006, an individual or a firm had to own or lease 1,366 seats on the exchange to become a member of the exchange. The word seat comes from the fact that until 1870s, members sat in chairs while trading. Each seat owner received $500,000 cash and 77,000 shares in the newly public NYSE grouping., for its seat Largest stock exchange—over 2,700 companies Over 350 billion shares of stock traded in 2005 Accounts for 90% of stocks traded on exchanges Specialists make transactions in key stocks Strictest listing policies

New York Stock Exchange (NYSE)
The two main types of the floor brokers are commission brokers and independent brokers. Commission brokers: execute orders for their firm’s customers Independent broker: works for himself or herself and handles orders on a fee basis, typically for smaller brokerage firms or large firms that are too busy to handle their own orders.

Trading Activity The floor of the NYSE is an area about the size of the football field, its operation is typical of the various exchanges. The NYSE floor has trading posts, certain stocks trade at each post ( bonds and less active stocks are traded in an annex) Around the perimeter are telephones and electronic equipments that transmit buy and sell orders from brokers’ offices to the exchange floor and back again after members execute the orders

Trading Activity All transactions on the floor of exchange occur through an auction process. The goal is to fill all buy orders at the lowest price and to fill all the sell orders at the highest price with supply and demand determining the price. The actual auction takes place at the post where the particular security trades. Members interested in purchasing a given security negotiate a transaction with members interested in selling the security

Trading Activity The job of designated market maker(DMM) : an exchange member who specializes in making transactions in one or more stocks- is to manage the auction process. The DMM buys or sells ( at specified prices) to provide a continuous , fair and orderly market in those securities assigned to her or him.

Listing Policies To list its shares on a stock exchange, a firm must file an application and meet certain listing requirements . Some firms have dual listing or listings on more than one exchange. To be listed on the NYSE, a U.S firm must have at least 400 stockholders owning 100 or more shares and a minimum of 1.1 million shares of publicly held stock outstanding . Foreign companies are subject to similar listing requirements under the domestic listing criteria

Listing Policies The firm must pay an original listing fee between $150,000 and $250,000. Once the NYSE accepts a firm’s securities for listing, the company must continue to meet the SEC requirements for exchange-listed securities. Listed firms that fail to meet specified requirements maybe delisted from the exchange.

NYSE Amex NYSE Amex (formally American Stock Exchange)
More than 500 companies listed Major market for Exchange Traded Funds Typically smaller and younger companies who cannot meet stricter listing requirements for NYSE. Two thirds of the daily volume comes from exchange-traded fund (ETFs), a security pioneered by the NYSE Amex more than 13 years ago. These funds are baskets of securities that are designed to generally track an index of the broad stock or bond market, a stock industry sector, or an international stock, but that trade like a single stock.

Regional stock Exchange
Regional Stock Exchanges Typically lists between 100–500 companies, usually with local and regional appeal Listing requirements are more lenient than NYSE Often include stocks that are also listed on NYSE or NYSE Amex Best-known: Midwest, Pacific, Philadelphia, Boston, and Cincinnati Intermarket trading system : links nine markets through an electronic communication network that allows brokers and dealers to make transactions at the best prices.

Options Exchanges Options Exchanges
Options allow their holders to sell or to buy another security at a specified price over a given period of time The dominant options exchange is the Chicago board options exchange (CBOE) Options are also traded on the NYSE Amex, Boston, Philadelphia exchanges and on the international securities exchange (ISE). Options exchanges deal only in security options. Other types of options result from private transaction made directly between buyers and sellers.

Broker Markets (cont’d)
Futures Exchanges Futures : are contracts that guarantee the delivery of a specified commodity or financial instruments at a specific future date at an agreed-on price. The dominant exchange for trading is the Chicago Board of Trade (CBT)

Dealer Markets No centralized trading floor; comprised of market makers linked by telecommunications network Both IPOs and secondary distributions are sold on OTC 40% of the total dollar volume of all shares in U.S. stock market trade here Both IPOs and secondary distributions are sold on OTC Bid Price: the highest price offered by market maker to purchase a given security Ask Price: the lowest price at which a market maker is willing to sell a given security An investor pays the ask price when buying securities and receives the bid price when selling them.

Dealer Markets Nasdaq Largest dealer market
Lists large companies (Microsoft, Intel, Dell, eBay) and smaller companies Over-the-counter (OTC) Bulletin Board Lists smaller companies that cannot or don’t wish to be listed on Nasdaq Companies are regulated by SEC Over-the-counter (OTC) Pink Sheets Lists smaller companies that are not regulated by SEC Liquidity is minimal or almost non-existent Very risky; many nearly worthless stocks

Dealer Markets Dealer market is made up of securities that trade in the over the counter market. These non Nasdaq issues include mostly small companies that either cant or don’t wish to comply with Nasdaq’s listing requirements. They trade on either OTC bulletin board or in the pink sheets. OTCBB : is an electronic quotation system that links the market makers who trade the shares of small companies. Its regulated by SEC

Alternative Trading Systems
Third Market Consists of over the counter transactions made in securities listed on the NYSE, NYSE Amex or one of other exchanges. These transactions are handled by the market maker that aren’t members of the security exchange, they charge lower commissions and bring together large buyers and sellers. Large institutional investors go through market makers that are not members of a securities exchange Institutional investors (mutual funds, life insurance companies, pension funds) receive reduced trading costs due to large size of transactions.

Fourth Market Consists of transactions made through a computer network, rather than on an exchange, directly between Large institutional investors deal directly with each other to bypass market makers Electronic Communications Networks (ECNs) allow direct trading and are at the heart of the fourth market ECNs most effective for high-volume, actively traded securities, they match buy and sell orders that customers place electronically, if there is no immediate match, the ECN acting like a broker, posts its request under its own name on an exchange or with a market maker. The trade will be executed if another trade is willing to make the transaction at the posted price.

ECNs can save customers money because they charge only a transaction fee, either per share or based on the order size. For this reason, money managers and institutions such as pension funds and mutual funds with large amount of money to invest favor ECNs.

General Market Conditions
Bull Market Favorable markets Rising prices Investor/consumer optimism Economic growth and recovery Government stimulus Bear Market Unfavorable markets Falling prices Investor/consumer pessimism Economic slowdown Government restraint

General Market Conditions
Changing market conditions generally stem from changes in investor attitudes, changes in economic activity and government actions aimed at stimulating or slowing down economic activity. Investors experience higher or positive returns on common stock investments during a pull market. However, some securities are bullish in a bear market or bearish in a bull market. Market conditions are difficult to predict and usually can be identified only after they exist.

Globalization of Securities Markets
Diversification: the inclusion of a number of different investment vehicles in a portfolio to increase returns or reduce risks. An investor can increase the potential for diversification by holding: A wider range of industries and securities Securities traded in a larger number of markets Securities denominated in different currencies. And the diversification is greater if the investor does these things for a mix of domestic and foreign securities. The smaller and less diversified an investor’s home market is, the greater the potential benefit from international diversification

Globalization of Securities Markets
Use of International Securities Improves Diversification More industries and securities available Securities denominated in different currencies Opportunities in rapidly expanding economies International Investment Performance Opportunities for high returns Foreign securities markets do not necessarily move with the U.S. securities market Foreign ecurities markets tend to be more risky than U.S. markets

Ways to invest in foreign securities
Indirect Ways to Invest in Foreign Securities Purchase shares of U.S.-based multinational with substantial foreign operations Purchasing shares in a mutual fund that invests primarily in foreign securities is another way to invest indirectly Direct Ways to Invest in Foreign Securities Purchase securities on foreign stock exchanges Buy securities of foreign companies that trade on U.S. stock exchanges Buy American Depositary Receipts (ADRs): dollar denominated receipts for stocks of foreign companies held in vaults of banks

Direct ways to invest in foreign securities
The first way is purchasing securities on foreign exchange: involves additional risks because foreign securities don’t trade in US dollars, so investors should cope with the currency fluctuations. This approach isn’t for the timid or inexperienced investor, investors also encounter different security rules, regulations and tax laws Direct transaction are handled through brokers or through major banks ( CitiBank)

The second form is to buy the securities of foreign companies that trade on both organized and over the counter U.S exchanges. Transactions in foreign securities that trade on US exchange are handled in the same way as exchange traded domestic securities. These securities are issued by large well know foreign companies. Yankee Bond: it’s a U.S dollar dominated debt securities issued by foreign government and corporations and traded in U.S securities markets

The third way , foreign stocks also trade on U.S exchange in the form of American Depositary shares ( ADSs). These securities have created to permit the US investors to hold shares of non-U.S companies and trade them in U.S stock exchange. They are backed by the American Depositary Receipts (ADRs) Which are U.S dollar denominated receipts for stocks of foreign companies that are held in vaults of banks in the companies’ home countries

Risks of International Investing
Usual Investment Risks Still Apply Government Policies Risks Unstable foreign governments Different laws in trade, labor or taxation Different economic and political conditions Less stringent regulation of foreign securities markets Currency Exchange Rate Risks Value of foreign currency fluctuates compared to U.S. dollar Value of foreign investments can go up and down with exchange rate fluctuations

The relationship between two currencies on a specified date is called the currency exchange rate. On April 3, 2009, the currency exchange rate for the EMU ( euro) and the U.S dollar was expressed as follow: Dollar = Euro Euro= Dollar On that day if you had purchased 100 shares which was trading for Euro per share

It would cost you $2, Changes in the value of a particular foreign currency with respect to the U.S Dollar are called appreciation and depreciation. For example, on August 21,2009 the Euro/U.S exchange rate was from April to August, the European Monetary Union Euro appreciated relative to the dollar depreciated relative to the Euro.

On August 21 it took fewer Euros to buy $1 dollar ( versus ) so each Euro was worth more in dollar terms ( versus ). The Euro depreciated and the U.S dollar has been appreciated.

Trading Hours of Securities Markets
Regular Trading Session for U.S. Exchanges and Nasdaq 9:30 A.M. to 4:00 P.M. Eastern time Extended-Hours Electronic-Trading Sessions NYSE: 4:15 to 5:00 P.M. Eastern time Nasdaq: 4:00 P.M. to 6:30 P.M. Eastern time Regional exchanges also have after-hours trading sessions Orders only filled if matched with identical opposing orders

Regulation of Securities Markets
Insider Trading Use of nonpublic information about a company to make profitable securities transactions Blue Sky Laws Laws imposed by individual states to regulate sellers of securities Intended to prevent investors from being sold nothing but “blue sky”

Securities Act of 1933 Required full disclosure of information by companies Securities Act of 1934 Established SEC as government regulatory body Maloney Act of 1938 Allowed self-regulation of securities industry through trade associations such as the National Association of Securities Dealers (NASD) Investment Company Act of 1940 Created & regulated mutual funds

Investment Advisors Act of 1940 Required investment advisers to make full disclosure about their backgrounds and their investments, as well as register with the SEC Securities Acts Amendments of 1975 Abolished fixed-commissions and established an electronic communications network to make stock pricing more competitive Insider Trading and Fraud Act of 1988 Prohibited insider trading on nonpublic information Sarbanes-Oxley Act of 2002 Tightened accounting and audit guidelines to reduce corporate fraud

Long purchase The long purchase is a transaction in which investors buy securities in the hope that they will increase in value and can be sold at later date for profit. A long purchase is the most common type of transactions, because investors expect the price of a security to rise over the period of time they plan to hold it The return comes from any dividends or interest received during the ownership period, plus the difference between the purchasing and selling prices

Basic Types of Securities Transactions
Long Purchase Investor buys and holds securities “Buy low and sell high” Make money when prices go up

Long purchase Ignoring any dividends or interest paid, we can illustrate the long purchase by a simple example You are convinced that the common stock for a particular company sold by $20 per share which will increase in value over the next few years. You expect the stock rise to $30 per share within two years. You place the order and purchased 100 shares at a price of $20 per share, if the stock price rise to 40 you will profit from the long purchase.

Margin trading Security purchases don’t have to be made on a cash basis, investors can use borrowed funds instead. This activity is referred to as margin trading. The term margin refers to the amount of equity ( stated as a percentage) in an investment or the amount that’s not borrowed.

Chapter 2 Securities Markets and Transactions.

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Chapter 2 Securities Markets and Transactions.

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