How securities are traded BKM Ch 3 Zvi Wiener tel: 02-588-3049 Spring-03 mswiener@mscc.huji.ac.il http://pluto.mscc.huji.ac.il/~mswiener/zvi.html Investments How Securities Are Traded How Firms Issue Securities Where Securities are Traded Trading on the Exchanges Buying on Margin Short Sales Regulation of Securities Markets Mutual Funds Zvi Wiener BKM Ch 3 slide 2 Primary market - when issued Secondary market - any time later Primary market public offering private placement IPO (initial public offering) Seasoned new issue Zvi Wiener BKM Ch 3 slide 3 Public offerings of stocks and bonds are usually underwritten by investment bankers. A lead investment banker forms an underwriting syndicate to share the commitment. The syndicate provides market advice and handle the SEC registration process. (red herring=preliminary prospectus) 1. Firm Commitment 2. Best-Efforts Basis Zvi Wiener BKM Ch 3 slide 4 Shelf Registration Since 1982 the SEC allows (rule 415) shelf registration. One can register now but actually trade during two years. Rule 144A of SEC Trading of private placements among some institutions. Zvi Wiener BKM Ch 3 slide 5 IPO Road show Book – indication of interest IPO underpricing effect in the first days and bad performance later. Internet IPO Zvi Wiener BKM Ch 3 slide 6 Private Placements Private placement: sale to a limited number of sophisticated investors not requiring the protection of registration. Dominated by institutions. Very active market for debt securities. Not active for stock offerings. Zvi Wiener BKM Ch 3 slide 7 Secondary Market national (NYSE, AMEX) regional - firms located in its area exchanges for derivatives Trading conducted by members (seat owners) Commission brokers seats - full-service brokers Zvi Wiener BKM Ch 3 slide 8 Seat price on the NYSE in $K year 1875 1905 1935 1965 1975 1980 Zvi Wiener high 6.8 140 250 138 275 480 low 4.3 72 65 190 55 175 year high low 1985 600 310 1990 430 250 1995 1,050 785 1999 2,650 2,000 BKM Ch 3 slide 9 NYSE Listing Requirements Pretax Income last year $2,5M Average annual pretax in 2 years $2M Market value of publicly held stock $60M Shares publicly held 1.1M Holders of 100 shares or more 2,000 Zvi Wiener BKM Ch 3 slide 10 The Over-the-Counter Market More than 35,000 issues are traded Since 1972 the NASDAQ gives quotes (National Association of Security Dealers) network of dealers linked by a computer system. Zvi Wiener BKM Ch 3 slide 11 OTC levels Level 3: Market makers Maintain inventories of securities May enter bid-ask prices and update them Level 2: Receive all bid-ask quotes Can not enter quotes Are brokers who act for clients Do not actively deal on their own account Level 1: Receive median bid-ask quotes Investors looking for information. Zvi Wiener BKM Ch 3 slide 12 Third and Fourth Markets The third market - exchange-listed securities traded on the OTC Fourth marked - investors trading directly Zvi Wiener BKM Ch 3 slide 13 The National Market System Securities Act Amendments of 1975 directed SEC (Securities and Exchange Commission) to implement a national competitive system. Requirements to companies Insider trading is prohibited Public Information control Zvi Wiener BKM Ch 3 slide 14 Other Countries LSE - London Stock Exchange TSE - Tokyo Stock Exchange German Zurich Paris Toronto Israel Zvi Wiener BKM Ch 3 slide 15 Participants Commission Brokers - serve clients Floor Broker - independent broker Registered Traders - act on their own account Specialists Zvi Wiener BKM Ch 3 slide 16 Types of Orders Market Order Limit Order (price, time) Stop-Loss Order (sell if the price falls below some level) Stop-Buy Order (buy if the price rises above some level) Block sales (10,000 shares), block houses, standard price taking assumption isn’t valid. Zvi Wiener BKM Ch 3 slide 17 Limit Orders Condition Price below Action the limit Buy Limit buy order Sell Zvi Wiener Stop loss order BKM Ch 3 Price above the limit Stop buy order Limit sell order slide 18 Roles of a Specialist Specialist “makes a market” in a share. He can act either as a broker or as a dealer. Specialist maintains a “book”- list of outstanding orders. Provides liquidity. Is obligated to provide price continuity. Zvi Wiener BKM Ch 3 slide 19 Trading on the OTC Market Dealer Market Investor contacts broker The broker tries to find a dealer Computerized system Zvi Wiener BKM Ch 3 slide 20 Trading Costs Full-Service - advice, research, execution Discount Brokerage - only execute Brokerage fees + the bid-ask spread Paying for order flow Odd versus even quotes Internet innovation Zvi Wiener BKM Ch 3 slide 21 Buying on Margin Initial Margin is defined by the FRS (Federal Reserve System) about 50% by investor’s funds, the rest is borrowed from the broker. Margined stock is left with the broker. Maintenance Margin are set by the NYSE and the brokerage firm. If the balance falls below, the investor is subject to a margin call. Margin is equity in the account as a percent of the value of the account, a leveraged position. Zvi Wiener BKM Ch 3 slide 22 Below Maintenance Margin Value of securities no longer support loan Investor must do something! 1. Sell some shares 2. Send cash Above Initial Margin Investor may 1. Do nothing 2. Buy more shares with no additional cash 3. Increase loan amount Zvi Wiener BKM Ch 3 slide 23 Short Sales An investor borrows a stock from the broker The short seller expect the price to decline Covering the position - purchasing the stock One can short a stock only after an uptick Required deposit (50%) All dividends must be paid Margin call possible What is the difference between buying on margin and selling short? Zvi Wiener BKM Ch 3 slide 24 Short position - pessimist Long position - optimist Zvi Wiener BKM Ch 3 slide 25 Short Sale You short 100 shares at $50 Dividends of $1/share are paid You cover position at $40 Profit = $900 You short 100 shares at $50 Dividends of $1/share are paid You cover position at $60 Loss = ($1,100) Zvi Wiener BKM Ch 3 slide 26 Margin Calls on Short Transactions you go short 100 shares at $50; MM 30% Assets Liability & Equity $5,000 Proceeds $5,000 C.S. $2,500 Cash $2,500 Equity $7,500 $7,500 Margin = (Assets-Liabilities)/Liabilities 0.3 = ($7,500-100 P)/(100 P) P = $57.69 Zvi Wiener BKM Ch 3 slide 27 Regulation on Securities Markets Securities Act of 1933 - disclosure of new issues Securities Act of 1934 - established SEC The Commodities Futures Trading Commission The Securities Investor Protection Corporation protects investors from losses against brokerage firm bankruptcy Zvi Wiener BKM Ch 3 slide 28 Other Restrictions Circuit Breakers. Trading is stopped for 1 hour when DJIA falls 250 points from the previous day’s close and stops trading for 2 hours if the drop is 400 points. Insider Trading. Insiders are: major shareholders, officers and directors. They must disclose their trades to SEC (and SEC discloses it to public). Zvi Wiener BKM Ch 3 slide 29 Home Assignment Required: • read chapter 3 in BKM. • read very carefully summary at the end. • problems 2, 7, 12, 14, 16, 17 (3rd ed). • problems 2, 9, 18, 20, 22, 23 (5th ed). • find names of all 30 companies in DJIA • find names of all 25 companies in TA-25 • closely follow financial news! Zvi Wiener BKM Ch 3 slide 30 Mutual Funds BKM Ch 4 Zvi Wiener tel: 02-588-3049 Spring-03 mswiener@mscc.huji.ac.il http://pluto.mscc.huji.ac.il/~mswiener/zvi.html Investments Mutual Funds Open-End Funds, sell at net asset value + load. NAV = (Assets - Liabilities)/Shares Closed-End Funds. No new shares issued. Front-end load Back-end load Operating expenses 12B-1 Charges - annual fees Zvi Wiener BKM Ch 3 slide 32 Advantages: Diversification and divisibility Professional management Small investment Reinvestment of dividends, capital gains Disadvantages: Commissions (loads) Time delay or illiquidity Zvi Wiener BKM Ch 3 slide 33 Home Assignment • read chapter 4 in BKM (5th ed). • find major types of mutual funds in Israel • find 5 largest mutual funds in Israel • what was their performance and fees last year? Zvi Wiener BKM Ch 3 slide 34 Additional Slides Zvi Wiener BKM Ch 3 slide 35 Costs of Trading Commission: fee paid to broker for making the transaction Spread: cost of trading with dealer Bid: price dealer will buy from you Ask: price dealer will sell to you Spread: ask - bid Combination: on some trades both are paid Zvi Wiener BKM Ch 3 slide 36 Margin Trading Using only a portion of the proceeds for an investment. Borrow remaining component. Margin arrangements differ for stocks and futures. Zvi Wiener BKM Ch 3 slide 37 Stock Margin Trading Maximum margin Currently 50% Set by the Fed Maintenance margin Minimum level the equity margin can be Margin call Call for more equity funds Zvi Wiener BKM Ch 3 slide 38 Margin Trading - Initial Conditions X Corp 50% 40% 1000 Initial Position Stock $70,000 Zvi Wiener $70 Initial Margin Maintenance Margin Shares Purchased Borrowed Equity BKM Ch 3 $35,000 $35,000 slide 39 Margin Trading - Maintenance Margin Stock price falls to $60 per share New Position Stock $60,000 Borrowed $35,000 Equity 25,000 Margin% = $25,000/$60,000 = 41.67% Zvi Wiener BKM Ch 3 slide 40 Margin Trading - Margin Call How far can the stock price fall before a margin call? (1000P - $35,000)* / 1000P = 40% P = $58.33 * 1000P - Amount Borrowed = Equity Zvi Wiener BKM Ch 3 slide 41 Short Sales Purpose: to profit from a decline in the price of a stock or security. Mechanics Borrow stock through a dealer. Sell it and deposit proceeds and margin in an account. Closing out the position: buy the stock and return to the party from which it was borrowed. Zvi Wiener BKM Ch 3 slide 42 Short Sale - Initial Conditions Z Corp 50% 30% $100 100 Shares Initial Margin Maintenance Margin Initial Price Sale Proceeds $10,000 Margin & Equity 5,000 Stock Owed 10,000 Zvi Wiener BKM Ch 3 slide 43 Short Sale - Maintenance Margin Stock Price Rises to $110 Sale Proceeds Initial Margin Stock Owed Net Equity Margin % (4000/11000) Zvi Wiener BKM Ch 3 $10,000 5,000 11,000 4,000 36% slide 44 Short Sale - Margin Call How much can the stock price rise before a margin call? ($15,000* - 100P) / (100P) = 30% P = $115.38 * Initial margin plus sale proceeds Zvi Wiener BKM Ch 3 slide 45