Giddy/ING Barings Equity Instruments /1 New York University/ING Barings Equity Instruments And Portfolio Construction Prof. Ian Giddy New York University Equity Instruments Equity in financing l Rights l Warrants l Convertibles l Copyright ©1998 Ian H. Giddy Equity instruments 2 Giddy/ING Barings Equity Instruments /2 Equity What it is l How it’s issued l Copyright ©1998 Ian H. Giddy Equity instruments 3 Debt vs. Equity Copyright ©1998 Ian H. Giddy Assets Liabilities Value Value of offuture future cash cashflows flows Claims Claimson on the cash flows the cash flows Equity instruments 4 Giddy/ING Barings Equity Instruments /3 Debt vs Equity Assets Liabilities Debt Value Value of offuture future cash cashflows flows Contractual Contractualint. int.&&principal principal No upside No upside Senior Seniorclaims claims Control Controlvia viarestrictions restrictions Equity Residual Residualpayments payments Upside Upsideand anddownside downside Residual claims Residual claims Voting Votingcontrol controlrights rights Copyright ©1998 Ian H. Giddy Equity instruments 5 Methods of Issuing New Securities Method Public Offerings Negotiated Cash Offer Type Definition Firm Commitment Cash Offer Company negotiates agreement with investment banker to underwrite and distribute the new stocks. Investment bankers sell as much as possible at the agreed-upon price. No guarantee as to how much cash will be raised. Company offers new stock directly to existing stockholders. Similar to direct rights offer, but net proceeds are guaranteed by the underwriters. Best Efforts Cash Offer Privileged Subscription Direct Rights Offer Standby Rights Offer Copyright ©1998 Ian H. Giddy Equity instruments 6 Giddy/ING Barings Equity Instruments /4 Methods of Issuing New Securities (concluded) Method Public Offerings Nontraditional Cash Offer Type Definition Shelf Cash Offer Qualifying companies can authorize all shares they expect to sell over a two year period and sell them when needed. Company can elect to award underwriting contract through a public auction instead of negotiation. Competitive Firm Cash offer Private Offerings Private Direct Placement Securities are sold directly to purchaser, who, at least until very recently, generally could not resell securities for at least two years. Copyright ©1998 Ian H. Giddy Equity instruments 7 Equity Issuance: A Red Herring Subject to Completion, Dated December 19, 1989 25,000,000 Shares The Reader’s Digest Association, Inc. Class A Nonvoting Common Stock (par value $0.01 per share) Of the 25,000,000 shares of Class A Nonvoting Common Stock offered, 21,000,000 are being offered hereby in the United Sates and 4,000,000 are being offered in a concurrent international offering outside the United States. The initial public offering price and the aggregate underwriting discount per share will be identical for both Offerings. The closing of the U.S. Offering is a condition to the closing of the International Offering, but the closing of the International Offering is not a condition to the closing of the U.S. Offering. See “Underwriting”. All of the shares of Class A Nonvoting Common Stock offered are being sold by the Selling Stockholders. See “Selling Stockholders”. The Company will not receive any of the proceeds from the sale of shares by the Selling Stockholders. (continued) Copyright ©1998 Ian H. Giddy Equity instruments 8 Giddy/ING Barings Equity Instruments /5 A Red Herring (continued) Prior to the Offerings, there has been no public market for shares of Class A Nonvoting Common Stock. It is currently anticipated that the initial public offering price will be in the range of $18 to $22 per share. For the factors to be considered in determining the public offering price, see “Underwriting”. Application will be made to list the shares of Class A Nonvoting Common Stock on the New York Stock Exchange. These securities have not been approved or disapproved by the securities and exchange commission nor has the commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. (continued) Copyright ©1998 Ian H. Giddy Equity instruments 9 A Red Herring (continued) Initial Public Underwriting Proceeds to Selling Discount (1) Stockholders (2) Offering Price Per Share............ $ $ $ Total (3)............... $ $ $ (1) The Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. (2) Before deducting expenses, estimated to be $ , of which $ will be payable by the Company and $ will be payable by the Selling Stockholders. (3) The Selling Stockholders have granted the U.S. Underwriters an option for 30 days to purchase up to an additional 3,150,000 shares at the initial public offering price per share, less the underwriting discount, solely to cover over-allotments. Additionally, the Selling Stockholders have granted an over-allotment option with respect to an additional 600,000 shares as part of the International Offering. If such options are exercised in full, the total initial public offering price, underwriting discount and proceeds to Selling Stockholders will be $ and $ , respectively. See “Underwriting”. (continued) Copyright ©1998 Ian H. Giddy Equity instruments 10 Giddy/ING Barings Equity Instruments /6 A Red Herring (concluded) The shares offered hereby are offered severally by the U.S. Underwriters, as specified herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. It is expected that the certificates for the Shares will be ready for delivery at the offices of Goldman, Sachs & Co., New York, New York on or about , 1990. ` Goldman, Sachs & Co. Lazard Freres & Co. The date of this Prospectus is ,1990. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Copyright ©1998 Ian H. Giddy Equity instruments 11 Tombstone Ad of an Equity Offering 58,750 Shares Consolidated Rail Corporation Common Stock (par value $1.00 per share) __________ Price $28 Per Share __________ The shares are being sold by the United States Government pursuant to the Conrail Privatization Act. The Company will not receive any proceeds from the sale of the shares. Upon request a copy of the Prospectus describing these securities and the business of the Company may be obtained within any State from any Underwriter who may legally distribute it within such State. The securities are offered only by means of the Prospectus, and this announcement is neither an offer to sell nor a solicitation of any offer to buy. 52,000,000 Shares The portion of the offering is being offered in the United States and Canada by the undersigned. (continued) Copyright ©1998 Ian H. Giddy Equity instruments 12 Giddy/ING Barings Equity Instruments /7 Tombstone Ad (continued) Goldman, Sachs & Co. The First Boston Corporation Merrill Lynch Capital Markets Morgan Stanley & Co. Salomon Brothers, Inc. Shearson Lehman Brothers, Inc. Alex Brown & Sons Dillon, Read &Co. Inc. Donaldson, Lufkin & Jenrette Drexel Burnham Lambert Hambrecht & Quist E.F. Hutton & Co. Inc. Incorporated Securities Corporation Kidder, Peabody & Co. Lazard Freres & Co. Incorporated Montgomery Securities Incorporated Prudential-Bache Capital Funding Rbertson, Colman & Stephens Incorporated L.F. Rothschild, Unterberg, Towbin, Inc. Smith Barney, Harris Upham & Co. Wertheim Schroeder & Co. Incorporated Dean Witter Reynolds Inc. Incorporated William Blair & Company J.C. Bradford & Co. Dain Bosworth A.G. Edwards & Sons, Inc. McDonald & Company Oppenheimer & Co., Inc. Incorporated Piper, Jaffray & Hopwood Incorporated Incorporated Prescott, Ball & Turben, Inc. Thomson McKinnon Securities Inc. Wheat, First Securities, Inc. Incorporated Advest, Inc. American Securities Corporation Arnhold and S.Bleichroeder, Inc. Robert W. Baird & Co. Bateman, Eichler, Hill Richard's Incorporated Incorporated Sangfroid C. Bernstein & Co Inc Blunt Ellis & Loewl Boettcher & Co Inc Burns Fry and Timmins Inc Butcher & Singer Inc Cowen & Company Incorporated Dominion Securities Corporation Eberstadt Fleming Inc Furman Selz Mager Dietz & Birney Gruntal & Co Inc Eppler, Guerin & Turner Inc First of Michigan Corp. Howard, Well, Laboulsse, Friedrichs Incorporated First Southwest Company Interstate Securities Corporation Incorporated Janney Montgomery Scott Inc Johnson, Lane Smith & Co Inc. Johnston, Lemon & Co. Josephthal & Co. Ladenburg, Thalmann & Co Inc. Incorporated Incorporated Cyrus J. Lawrence Legg Mason Wood Walker Morgan Keegan & company Inc Moseley Securities Corporation Needham & Company Inc. Incorporated Neuberger & Berman Incorporated The Ohio Company Rauscher Pierce Refanes Inc Stifel, Nicolaus & Company Sutro & Co. Incorporated The Robinson-Humphrey Co Inc Tucker, Anthony & R. L. Day, Inc. Rothschild Inc Underwood, Neuhaus & Co. Incorporated Stephens Inc Wood Grudy Corp. Incorporated (continued) Copyright ©1998 Ian H. Giddy Equity instruments 13 A Tombstone Ad (concluded) This special bracket of minority-owned and controlled firms assisted the Co-Lead Managers in the United States Offering pursuant to the Conrail Privatization Act: AIBC Investment Services Corporation WR Lazard Securities Daniels & Bell, Inc. Pryor, Govan Counts & Co. Inc. Dolsey Securities, Inc. Muriel Siebbert & Co., Inc. 6,750,000 Shares This portion of the offering is being offered outside the United States and Canada by the undersigned Goldman Sachs International Corp. First Boston International Limited Merrill Lynch Capital Markets Morgan Stanley International Salomon Brothers International Limited Shearson Lehman Brothers International Algemene Bank Nederland N.V. Banque Bruxelles Lambert S.A. Banque Nationale de Paris Cazenove & Co. The Nikko Securities Co. (Europe) Ltd. Nomura International N.M.. Rothschild & Sons J. Henry Schroder Wagg & Co. Societe Generale S. G. Warburg Securities Limited Limited Limited ABC International Ltd. Banque Paribas Capital Markets Limited Calsse Nationale de Credit Agricole Compagnie de Banque et d’investissements, CBI Credit Lyonnais Daiwa Europe IMI Capital Markets (UK) Ltd. Joh. Berenberg, Gossier & Co. Leu Securities Limited Limited Morgan Greenfell & Co. Peterbroeck, van Campenhout & Cie SCS Swiss Volksbank Vereins-und Westbank Aldengrundschaft J. Vontobel & Co. Ltd. M. M. Warburg-Brinckmann, Wirtz & Co. Westdeutsche Landesbank Yamaichi International (Europe) Limited March 27, 1967 Copyright ©1998 Ian H. Giddy Equity instruments 14 Giddy/ING Barings Equity Instruments /8 Rights Offerings l Rights offering l Share rights l Offering terms l Subscription price l Number of rights to purchase a share l Value of a right Copyright ©1998 Ian H. Giddy Equity instruments 15 Ex Rights Stock Prices Rights On Announcement date September 30 Rights-on price $20.00 Ex Rights Ex-rights date October 13 Record date October 15 $3.33 =Value of a right Ex-rights price $16.67 Copyright ©1998 Ian H. Giddy Equity instruments 16 Giddy/ING Barings Equity Instruments /9 The Value of a Right The value of a right equals the difference in the price of the issuer’s outstanding shares before and after the rights offering, and is determined by three factors: - the total amount of money to be raised, - the subscription price of the new shares, and - the number of existing shares. The number of new shares to be issued equals (Funds to be raised)/Subscription price Copyright ©1998 Ian H. Giddy Equity instruments 17 The Value of a Right (concluded) The number of rights needed to buy one share equals (Number of old shares)/(Number of new shares) After the offering, the new value of the firm is Pre-offering firm value + funds raised, and the new share price must be (New firm value)/(Total number of shares outstanding). The value of the right must equal Old share price - new share price. Copyright ©1998 Ian H. Giddy Equity instruments 18 Giddy/ING Barings Equity Instruments /10 Rights Offering: Example Rio Algom Mining Co. is proposing a rights offering. Presently there are 250,000 shares outstanding at $50 each. There will be 50,000 new shares offered at $40 each. a. What is the new market value of the company? b. How many rights are associated with one new share? c. What is the ex-rights price? d. What is the value of a right? e. Why might a company have a rights offering rather than a general cash offer? Copyright ©1998 Ian H. Giddy Equity instruments 19 Rights Offering: Example (cont.) a. New value = (250,000 × $50) + (50,000 × $40) = $14.5 million b. There will be (250,000/ _______ ) = ____ rights associated with each new share. c. The ex-rights price is $14.5 million/300,000 = $48.33. d. The value of one right equals $____ − 48.33 = $1.67. Copyright ©1998 Ian H. Giddy Equity instruments 20 Giddy/ING Barings Equity Instruments /11 What is the Effect of an Equity Offering on Shareholder Value? l Dilution - loss in existing shareholders’ value l Dilution of proportionate ownership l Dilution of market value l Dilution of book value and earnings per share (EPS) l Under what circumstances does market value dilution occur? Copyright ©1998 Ian H. Giddy Equity instruments 21 Debt vs Equity Assets Liabilities Debt Value Value of offuture future cash cashflows flows Contractual Contractualint. int.&&principal principal No upside No upside Senior Seniorclaims claims Control Controlvia viarestrictions restrictions Equity What if... Claims are inadequate? Returns are inadequate? Residual Residualpayments payments Upside and Upside anddownside downside Residual Residualclaims claims Voting Votingcontrol controlrights rights Copyright ©1998 Ian H. Giddy Equity instruments 22 Giddy/ING Barings Equity Instruments /12 When Debt and Equity are Not Enough Assets Liabilities Alternatives n Debt Value Value of offuture future cash cashflows flows Contractual Contractualint. int.&&principal principal No upside No upside Senior Seniorclaims claims Control Controlvia viarestrictions restrictions Equity Residual Residualpayments payments Upside Upsideand anddownside downside Residual claims Residual claims Voting Votingcontrol controlrights rights Copyright ©1998 Ian H. Giddy n n n n n Collateralized Asset-securitized Project financing Preferred Warrants Convertible Equity instruments 23 Equity-Linked Bonds Bonds with warrants l Convertible Bonds l Index-linked Bonds l These are all example of hybrid bonds and should be priced by decomposition Copyright ©1998 Ian H. Giddy Equity instruments 24 Giddy/ING Barings Equity Instruments /13 Stock-Purchase Warrants l l l l l Warrants are usually detachable and trade on the securities exchanges Warrants are often added to a large debt issue as “sweeteners” to enhance the marketability of the issue Exercise price Warrants usually have a limited life of about 10 years or less Warrants differ from rights and convertibles Copyright ©1998 Ian H. Giddy Equity instruments 25 The Implied Price of an Attached Warrant l l l To determine the implied price of an attached warrant, the implied price of all warrants attached to a bond must be determined Implied price of all warrants = price of bond with warrants attached - the straight bond value (of similar-risk bonds) The implied price of a single warrant is the implied price of all warrants divided by the number of warrants attached to each bond Copyright ©1998 Ian H. Giddy Equity instruments 26 Giddy/ING Barings Equity Instruments /14 The Value of Warrants l l A warrant has a “theoretical value” at any point in time prior to its expiration date The theoretical value can be calculated as: TVW = (Po - E) x N WHERE: TVW = Po = E N = = Theoretical value of a warrant Current market price of one share of common stock Exercise price of the warrant Number of shares of common stock obtainable with one warrant Copyright ©1998 Ian H. Giddy Equity instruments 27 Sony Warrants l l Sony Electronics has outstanding warrants exercisable at Yen400/share that entitle holders to purchase three shares of common stock per warrant. If Sony’s common stock is currently selling for Y45/share, the TVW = TVW = (Y45 - Y40) x 3 = Y15 The market value of a warrant is generally greater than its theoretical value; the difference, known as the warrant premium is due to investor expectations and opportunities for further gain before expiration. Copyright ©1998 Ian H. Giddy Equity instruments 28 Giddy/ING Barings Equity Instruments /15 Copyright 1994, HarperCollins Publishers Values and Warrant Premium V a l u e o f W a r r a n t Market Value Market Premium “Theoretical Value” ($) 0 Price Per Share of Common Stock ($) Copyright ©1998 Ian H. Giddy Equity instruments 29 Convertible Bonds Bond may be converted into stock l The Conversion Ratio is the number of shares of common stock that can be received in exchange for each convertible security l The Conversion Price is the per share common stock price at which the exchange effectively takes place l Copyright ©1998 Ian H. Giddy Equity instruments 30 Giddy/ING Barings Equity Instruments /16 Convertibles u u u The Conversion Period is a limited time within which a security may be exchanged for common stock The Conversion Value is the market value of the security based upon the conversion ratio times the current market price of the firm's common stock Earnings effects: w Firms must report Primary EPS, treating all contingent securities that derive their value from their conversion privileges or common stock characteristics as common stock w Firms must report Fully Diluted EPS treating all contingent securities as common stock Copyright ©1998 Ian H. Giddy Equity instruments 31 Example: Hyundai Euroconvertible l If Hyundai issues a Eurobond with a $1,000 par value that is convertible at $40 per share of common stock, the conversion ratio = $1,000 = 25 $40 l If Hyundai had stated the conversion ratio at 20, the conversion price = $1,000 = $50 20 Copyright ©1998 Ian H. Giddy Equity instruments 32 Giddy/ING Barings Equity Instruments /17 Financing With Convertibles l l Motives for using convertibles include: u It is a deferred sale of common stock that decreases the dilution of both ownership and earnings u They can be used as a “sweetener” for financing u They can be sold at a lower interest rate than nonconvertibles u They have far fewer restrictive covenants than nonconvertibles u It provides a temporarily cheap source of funds (assuming bonds) for financing projects Most convertibles have a call feature that enables the issuer to force conversion when the price of the common stock rises above the conversion price Copyright ©1998 Ian H. Giddy Equity instruments 33 Determining the Value of a Convertible Bond There are three values associated with a convertible bond: u Straight Bond Value is the price at which the bond would sell in the market without the conversion feature u The Conversion Value is the product of the current market price of stock times the conversion ratio of the bond u The Market Value is the straight or conversion value plus a market premium based upon future (expected) stock price movements that will enhance the value of the conversion feature Copyright ©1998 Ian H. Giddy Equity instruments 34 Giddy/ING Barings Equity Instruments /18 Siam Cement l Siam Cement sold a $1,000 par value, 20-year convertible bond with a 12% coupon. A straight bond would have been sold with a 14% coupon. The conversion ratio is 20 l Straight Bond Value $120 x (PVIFA14%,20) + $1,000 x (PVIF14%,20) = $120 x (6.623) + $1,000 x (.073) = $867.76 u Conversion Value at various market prices of stock Stock Price Conversion Value $30 40 50 (Conversion Price) 60 70 80 $ 600 800 1,000 (Par Value) 1,200 1,400 1,600 The straight bond value is the minimum price at which the convertible bond would be traded l Copyright ©1998 Ian H. Giddy Equity instruments 35 Values and Market Premium V a l u e Conversion Value Market Premium o f C o n v e r t i b l e Straight Bond Value B o n d ($) 0 Price Per Share of Common Stock Copyright ©1998 Ian H. Giddy Equity instruments 36 Giddy/ING Barings Equity Instruments /19 Equity Markets and Instruments l What is Equity? u Common u Rights offerings u Hybrids: warrants & convertibles l What Influences Equity Values? u Macroeconomic factors u Industry factors u Firm factors Copyright ©1998 Ian H. Giddy Equity instruments 37 Framework of Analysis l l l Fundamental Analysis Approach to Fundamental Analysis u Domestic and global economic analysis u Industry analysis u Company analysis Why use the top-down approach? Copyright ©1998 Ian H. Giddy Equity instruments 38 Giddy/ING Barings Equity Instruments /20 New York University/ING Barings Portfolio Diversification and the Capital Asset Pricing Model Prof. Ian Giddy New York University Equity Risk and Return: Summary Investors diversify, because you get a better return for a given risk. l There is a fully-diversified “market portfolio” that we should all choose l The risk of an individual asset can be measured by how much risk it adds to the “market portfolio.” l Copyright ©1998 Ian H. Giddy Equity instruments 40 Giddy/ING Barings Equity Instruments /21 Capital Allocation Possibilities: Treasuries or an Equity Fund? Expected Return THE EQUITY FUND E(rP) =17% P 10% rf=7% 7% σ P=27% Risk Copyright ©1998 Ian H. Giddy Equity instruments 41 We Can Buy Some T-bills and Some of the Risky Fund... E(R) 17% ONE PORTFOLIO: 30% Bills, 70% Fund E(R)=.3X7+.7X17=14% SD=.7X27=18.9% C.A.L. SLOPE=0.37 14% rf=7% 18.9% Copyright ©1998 Ian H. Giddy 27% SD Equity instruments 42 Giddy/ING Barings Equity Instruments /22 ...Or Buy Two Risky Assets E(r) A B σ Copyright ©1998 Ian H. Giddy Equity instruments 43 Diversification Asset F R e t u r n R e t u r n k Time Copyright ©1998 Ian H. Giddy Portfolio of Assets F and G Asset G R e t u r n k Time k Time Equity instruments 44 Giddy/ING Barings Equity Instruments /23 Portfolio Return... To compute the return of a portfolio: use the weighted average of the returns of all assets in the portfolio, with the weight given each asset calculated as (value of asset)/(value of portfolio). The portfolio return E(Rp) is: E(Rp) = (w1k1)+(w2k2)+ ... (wnkn) = Σ wj kj where wj = weight of asset j, kj = return on asset j Copyright ©1998 Ian H. Giddy Equity instruments 45 ...and Risk (Standard Deviation) Portfolio return is the weighted average of all assets’ returns, l But portfolio standard deviation is normally less than the weighted average of all assets’ standard deviations! l The reason: asset returns are imperfectly correlated. l Copyright ©1998 Ian H. Giddy Equity instruments 46 Giddy/ING Barings Equity Instruments /24 Risk and Return of Stocks, Bonds and a Diversified Portfolio Rate of Return State Prob. Equity Bond Portfolio Recession 1/3 -7% +17% +5% Normal 1/3 +12% +7% +9.5% Boom 1/3 +28% -3% +12.5% Expected Return 11% 7.0% Variance 204.7% 66.7% Standard Deviation 14.3% 8.2% 9.0% 9.5% 3.1% Copyright ©1998 Ian H. Giddy Equity instruments 48 The Correlation Between Stock and Bond Returns l Covariance = ∑ ps [Rs,e − E(Re )] × [Rs ,b − E(Rb )] n s=1 = 0.3333(-7-11)(17-7) + 0.3333(12-11)(7-7) +0.3333(28-11)(-3-7) = -116.67 l Correlation cove,b σeσ b / 14.3(8.2) = -116.66 = = -0.99 Copyright ©1998 Ian H. Giddy Equity instruments 49 Giddy/ING Barings Equity Instruments /25 Portfolio Return and Standard Deviation Given: W S = 0.5 W B = 0.5 RS = 12% RB = 9% σS = 25% σB = 12% and ρS,B = 0.2 Rp = 0.5(12)+0.5(9) = 10.5% σP = [(0.5)2(25) 2+(0.5) 2(12) 2+2(0.5)(0.5)(25)(12)(0.2)]1/2 = (156.25+36+30)1/2 = (222.25) 1/2 = 14.91% Copyright ©1998 Ian H. Giddy Equity instruments 50 The Minimum-Variance Frontier of Risky Assets E(r) Efficient frontier Individual assets Global minimumvariance portfolio Copyright ©1998 Ian H. Giddy σ Equity instruments 51 Giddy/ING Barings Equity Instruments /26 The Efficient Frontier of Risky Assets with the Optimal CAL E(r) CAL(P) Efficient frontier rf σ Copyright ©1998 Ian H. Giddy Equity instruments 52 The Capital Asset Pricing Model (CAPM) CAPM Says: u The total risk of a financial asset is made up of two components. A. Diversifiable (unsystematic) risk B. Nondiversifiable (systematic) risk rf u The only relevant risk is nondiversifiable risk. E(r) CAL(P) σ Copyright ©1998 Ian H. Giddy Equity instruments 53 Giddy/ING Barings Equity Instruments /27 The Equation for the CAPM Rj = RF + βj (Rm - RF) where: Rj = RF = βj Rm = = Required return on asset j; Risk-free rate of return Beta Coefficient for asset j; Market return The term [β j(Rm - RF)] is called the risk premium and (Rm-RF) is called the market risk premium Copyright ©1998 Ian H. Giddy Equity instruments 54 www.giddy.org Ian Giddy NYU Stern School of Business Tel 212-998-0332; Fax 212-995-4233 ian.giddy@nyu.edu http://www.giddy.org Copyright ©1998 Ian H. Giddy Equity instruments 58