Using Securities Markets for Financing

Chapter 19

Using

Securities

Markets for

Financing and Investing

Opportunities

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

Chapter

Nineteen

LEARNING GOALS

1. Describe the role of securities markets and of investment bankers.

2. Identify the stock exchanges where securities are traded.

3. Compare the advantages and disadvantages of equity financing by issuing stock, and detail the differences between common and preferred stock.

4. Compare the advantages and disadvantages of obtaining debt financing by issuing bonds, and identify the classes and features of bonds.

19-2

Chapter

Nineteen

LEARNING GOALS

5. Explain how to invest in securities markets and set investment objectives such as long-term growth, income, cash, and protection from inflation.

6. Analyze the opportunities stocks offer as investments.

7. Analyze the opportunities bonds offer as investments.

8. Explain the investment opportunities in mutual funds and exchange-traded funds (ETFs).

9. Describe how indicators like the Dow Jones Industrial

Average affect the market.

19-3

Profile

MARIA BARTIROMO

CNBC

• Emmy Award-winning journalist, Bartiromo’s analysis of day-to-day Wall Street has made her the face of investing.

• Started as an overnight producer for CNN before moving to CNBC .

• She ’ s lead anchor at two of

CNBC ’ s biggest shows, has written several books and numerous columns.

19-4

Chapter

Nineteen

NAME that COMPANY

When the price of their stock rises to a certain level, many companies will split the stock in order to make the stock appear more affordable. However, this company run by

America ’ s most successful investor has never split its stock even when the price of the company ’ s stock reached $150,000 a share

(that ’ s right $150,000 for one share.)

Name that company!

19-5

The Function of Securities

Markets

LG1

The BASICS of

SECURITIES MARKETS

• Securities markets are financial marketplaces for stocks and bonds and serve two primary functions:

1. Assist businesses in finding long-term funding to finance capital needs.

2. Provide private investors a place to buy and sell securities such as stocks and bonds.

19-6

The Function of Securities

Markets

LG1

TYPES of

SECURITIES MARKETS

• Securities markets are divided into primary and secondary markets:

Primary markets handle the sale of new securities.

Secondary markets handle the trading of securities between investors with the proceeds of the sale going to the seller.

• Initial Public Offering (IPO) -The first offering of a corporation’s stock.

19-7

The Role of

Investment

Bankers

LG1

INVESTMENT BANKERS and INSTITUTIONAL INVESTORS

• Investment Bankers -Specialists who assist in the issue and sale of new securities.

• Institutional Investors --

Large organizations such as pension funds or mutual funds that invest their own funds or the funds of others.

19-8

Stock

Exchanges

LG2

STOCK EXCHANGES

• Stock Exchange -An organization whose members can buy and sell (exchange) securities on behalf of companies and individual investors.

• Over-the-Counter (OTC) Market -Provides companies and investors with a means to trade stocks not listed on the national securities exchanges.

• NASDAQ -A telecommunications network that links dealers across the nation so they can exchange securities electronically.

19-9

Stock

Exchanges

LG2

TOP STOCK EXCHANGES

• NYSE Euronext

• NASDAQ

• London Stock

Exchange

• Tokyo Stock Exchange

• Deutsche Borse

19-10

A PLACE for

SMALL COMPANIES to CALL HOME

(Spotlight on Small Business)

• Since the recent financial crisis, small businesses have found it difficult to secure financing from banks.

• David Weild wants a new stock exchange where small companies can raise needed capital.

• Though this is a new idea in the U.S., China established ChiNext which is designed for startup companies.

19-11

Securities

Regulations and the SEC

LG2

The SECURITIES and

EXCHANGE COMMISSION

• Securities and Exchange Commission (SEC) -

The federal agency responsible for regulating the various stock exchanges; created in 1934 through the

Securities and Exchange Act.

• Prospectus -A condensed version of economic and financial information that a company must file with the SEC before issuing stock; the prospectus must be sent to prospective investors.

19-12

Progress

Assessment

PROGRESS ASSESSMENT

• What ’ s the primary purpose of a securities exchange?

• What does NASDAQ stand for? How does this exchange work?

19-13

How Businesses

Raise Capital by

Selling Stock

LG3

LEARNING the

LANGUAGE of STOCKS

• Stocks -Shares of ownership in a company.

• Stock Certificate --

Evidence of stock ownership.

• Dividends -Part of a firm ’ s profits that the firm may distribute to stockholders as either cash or additional shares.

19-14

Advantages &

Disadvantages of Issuing Stock

LG3

ADVANTAGES of

ISSUING STOCK

• Stockholders are owners of a firm and never have to be repaid their investment.

• There ’ s no legal obligation to pay dividends.

• Issuing stock can improve a firm ’ s balance sheet since stock creates no debt.

19-15

Advantages &

Disadvantages of Issuing Stock

LG3

DISADVANTAGES of

ISSUING STOCK

• Stockholders have the right to vote for a company ’ s board of directors.

• Issuing new shares of stock can alter the control of the firm.

• Dividends are paid from after-tax profits and are not tax deductible.

• The need to keep stockholders happy can affect management ’ s decisions.

19-16

Issuing Shares of Common and

Preferred Stock

LG3

TWO CLASSES of STOCK

• Common Stock -The most basic form; holders have the right to vote for the board of directors and share in the profits if dividends are approved.

• Preferred Stock -Owners are given preference in the payment of company dividends before common stock dividends are distributed. Preferred stock can also be:

Callable

Convertible

Cumulative

19-17

Progress

Assessment

PROGRESS ASSESSMENT

• Name at least two advantages and disadvantages of a company’s issuing stock as a form of equity financing.

• What are the major differences between common stock and preferred stock?

19-18

Learning the

Language of

Bonds

LG4

LEARNING the

LANGUAGE of BONDS

• Bond -A corporate certificate indicating that an investor has lent money to a firm (or a government).

• The principal is the face value of the bond.

• Interest -The payment the bond issuer makes to the bondholders to compensate them for the use of their money.

19-19

Advantages &

Disadvantages of Issuing Bonds

LG4

ADVANTAGES of

ISSUING BONDS

• Bondholders are creditors, not owners of the firm and can ’ t vote on corporate matters.

• Bond interest is tax deductible.

• Bonds are a temporary source of funding and are eventually repaid.

• Bonds can be repaid before the maturity date if they contain a call provision.

19-20

Advantages &

Disadvantages of Issuing Bonds

LG4

DISADVANTAGES of

ISSUING BONDS

• Bonds increase debt and can affect the market ’ s perception of the firm.

• Paying interest on bonds is a legal obligation.

• If interest isn ’ t paid, bondholders can take legal action.

• The face value of the bond must be repaid on the maturity date.

19-21

Advantages &

Disadvantages of Issuing Bonds

LG4

BOND RATINGS

Moody ’ s

Aaa

Aa

A

Baa

Ba

B

Caa

Ca

C

Rating

S & P

AAA

AA

A

BBB

BB

B

CCC, CC

C

D

Fitch

AAA

AA

A

BBB

BB

B

CCC

DDD

D

Description

Highest Quality

High Quality

Upper-Medium Grade

Medium Grade

Lower-Medium Grade

Speculative

Poor

Highly Speculative

Lowest Grade

19-22

Different

Classes of

Bonds

LG4

DIFFERENT CLASSES of

CORPORATE BONDS

• Corporations can issue two classes of bonds:

1. Unsecured bonds

(debenture bonds): not backed by specific collateral.

2. Secured bonds : backed by collateral (land or equipment).

19-23

Special Bond

Features

LG4

SPECIAL FEATURES in

BOND ISSUES

• Sinking Fund -Reserve account set up to ensure that enough money will be available to repay bondholders on the maturity date.

• Callable bonds permit bond issuers to pay off the principal before the maturity date.

• Convertible bonds allow bondholders to convert their bonds into shares of common stock.

19-24

Progress

Assessment

PROGRESS ASSESSMENT

• Why are bonds considered a form of debt financing?

• What does it mean if a firm issues a 9% debenture bond due in 2025?

• Explain the difference between an unsecured and secured bond.

• Why are convertible bonds attractive to investors?

19-25

How

Investors

Buy

BUYING SECURITIES

• Stockbroker -A registered representative who works as a market intermediary to buy and sell securities for clients.

• Online trading services, such as TD Ameritrade ,

E*Trade , and Scottrade , offer securities trading services online to buy and sell stocks and bonds.

19-26

MONEY GOING UP in SMOKE

(Making Ethical Decisions)

• You recently received news that your Uncle Alex passed away after a long battle with lung cancer caused by smoking. He left you $25,000 in his will, saying you were his favorite nephew.

• Your friend Jack recommends that you buy stock in a well-known multinational firm that ’ s primary product is tobacco.

• Will you invest your inheritance in a company that markets tobacco?

19-27

Choosing the

Right

Investment

Strategy

LG5

FIVE INVESTMENT CRITERIA

1. Investment risk

2. Yield

3. Duration

4. Liquidity

5. Tax consequences

19-28

Choosing the

Right

Investment

Strategy

LG5

INVESTING 101

Things to Do Before Making Your First Investment

• Take an investing class.

• Attend a conference.

• Head to the library and pick up these books:

The Big Short

The Intelligent Investor

The Myth of the Rational Market

Source: Money, November 2010.

19-29

Choosing the

Right

Investment

Strategy

LG5

AVERAGE ANNUAL RETURN of

ASSET CLASSES (Since 1926)

Investment

Small company stocks

Large company stocks

Corporate bonds

Long-term government bonds

Treasury bills

Return

12.2%

9.5%

6.0%

5.8%

4.1%

Source: Ibbotson Associates and Morningstar.

19-30

Reducing Risk by Diversifying

Investments

LG5

DIVERSIFICATION

• Diversification -Buying several different types of investments to spread the risk of investing.

• If diversifying, an investor may put:

25% of his/her money into U.S. growth stocks

25% in government bonds

25% in dividend-paying stocks

10% in an international mutual fund

The rest in a savings account

19-31

The SUN NEVER SETS on

STOCK OPPORTUNITIES

(Reaching Beyond Our Borders)

• Suggestions for building your financial future:

Invest in global companies you know and that have solid performance records.

Invest in global stocks listed on U.S. exchanges.

Contact U.S. brokers about American Depository

Receipts (ADRs).

Invest in global mutual funds that focus on specific countries or regions.

Use extreme caution if investing in unstable countries!

19-32

Reducing Risk by Diversifying

Investments

LG5

PRIMARY INVESTMENT SERVICES

CONSUMERS NEED

• Savings and investing advice

• Help with 401k plans

• Retirement planning

• Tax planning

• Estate planning

• Education expense planning

Source: Investment Company Institute.

19-33

Progress

Assessment

PROGRESS ASSESSMENT

• What is the key advantage of investing through online brokers? What is the key disadvantage?

• What is the primary purpose of diversifying investments?

19-34

Investing in

Stocks

LG6

PERCEPTIONS of the MARKET

• Bulls : Investors who believe stock prices are going to rise.

• Bears : Investors who expect stock prices to decline.

19-35

Investing in

Stocks

LG6

BEAR MARKET DECLINES in the S&P 500

Time Period

2007-2009

2000-2002

1973-1974

1968-1970

1987-1988

% Drop in Prices

52.5%

51%

48.2%

36.1%

33.5%

Source: Stock Traders Almanac 2011.

19-36

Investing in

Stocks

LG6

SELECTING STOCKS

• Capital Gains -The positive difference between the price at which you bought a stock and what you sell it for.

• Investors can also choose stocks according to their strategy:

Blue-chip stocks

Growth stocks

Income stocks

Penny stocks

19-37

Stock Splits

LG6

STOCK SPLITS

• Stock Splits -An action by a company that gives stockholders two or more shares of additional stock for every share that they own.

• Splits cause no change in the firm ’ s ownership structure and no change in the investment ’ s value.

• Firms can never be forced to spilt their stocks.

19-38

Buying Stock on Margin

BUYING STOCK on MARGIN

LG6

• Buying Stock on Margin -Borrowing some of the stock ’ s purchase cost from the brokerage firm.

• Margin is the portion of the stock ’ s purchase price that the investor must pay with their own money.

• If a broker issues a margin call, the investor has to come up with money to cover losses.

19-39

Understanding

Stock

Quotations

LG6

UNDERSTANDING STOCK

QUOTATIONS

19-40

Understanding

Stock

Quotations

LG6

TOP FINANICIAL NEWS and

RESEARCH SITES

• Yahoo Finance

• DailyFinance

• MSN Money

• Forbes

• Dow Jones & Co.

19-41

Investing in

Bonds

LG7

IMPORTANT BOND QUESTIONS

• First-time bond investors generally ask two questions:

Do you have to hold a bond until the maturity date?

How can I assess the investment risk of a particular bond issue?

• Junk Bonds -Bonds that are high-risk and have high default rates.

19-42

Understanding

Bond

Quotations

LG7

UNDERSTANDING BOND

QUOTATIONS

19-43

Investing in

Mutual Funds &

Exchange-

Traded Funds

LG8

INVESTING in MUTUAL FUNDS and EXCHANGE-TRADED FUNDS

• Mutual Fund -An organization the buys stocks and bonds and then sells shares in those securities to the public. The fund pools investors ’ money and buys stocks according to the fund ’ s purpose.

• Exchange-Traded Fund (ETF) -Collections of stocks and bonds that are traded on securities exchanges, but are traded more like individual stocks than mutual funds.

19-44

Investing in

Mutual Funds &

Exchange-

Traded Funds

LG8

WHAT MUTUAL FUNDS CAN

LEARN FROM KaChing

1. Reform the ratings system

2. Give information for free

3. Cut out useless fees

4. Be transparent

5. Share insights

Source: Fast Company, March 2010.

19-45

Investing in

Mutual Funds &

Exchange-

Traded Funds

LG8

PERCENTAGE of HOUSEHOLDS

OWNING MUTUAL FUNDS

Year

1980

1990

2000

2005

2010

% of Households

5%

24%

43%

42%

48%

Source: Investment Company Institute Factbook.

19-46

Investing in

Mutual Funds &

Exchange-

Traded Funds

LG8

VARIETIES of ETFs

ETF

Traditional

Niche

Exotic

Description

Most common; include large U.S. stocks, small U.S. stocks, international stocks, or investmentgrade bonds.

Focus on an individual sector like healthcare, high-yield bonds, or a single country.

Invest in unusual, more volatile sectors such as commodities like gold and concepts like clean technology.

Source: Schwab and E*Trade.

19-47

Understanding

Mutual Fund

Quotations

LG8

UNDERSTANDING

MUTUAL FUND QUOTATIONS

19-48

Understanding

Mutual Fund

Quotations

LG8

COMPARING INVESTMENTS

19-49

Progress

Assessment

PROGRESS ASSESSMENT

• What is a stock split? Why do companies sometimes split their stock?

• What does buying stock on margin mean?

• What are mutual funds and ETFs?

• What is the key benefit to investors in investing in a mutual fund or ETF?

19-50

Understanding

Stock Market

Indicators

LG9

KEY STOCK MARKET

INDICATORS

• Dow Jones Industrial Average -The average cost of 30 selected industrial stocks.

• Critics say the 30-company Dow is too small a sample and suggest following the S&P 500.

• S&P 500 tracks the performance of 400 industrial, 40 financial, 40 public utility, and 20 transportation stocks.

19-51

Riding the

Market ’ s Roller

Coaster

LG9

MARKET TURMOIL

• The stock market has its shares of ups and downs:

October 29, 1929 - Black

Tuesday; the market lost 13% of its value.

October 19, 1987 - The market suffered its worst one-day drop when it lost 22% of its value.

October 27, 1997 - Fears of an economic crisis in Asia cause widespread panic and losses.

19-52

Riding the

Market ’ s Roller

Coaster

LG9

TURMOIL in the 2000s

• The market collapsed into a deep decline in

2000-2002 when the dot-com bubble burst.

Investors lost $7 trillion in market value.

• Starting in 2008 , the collapse of the real estate market sent financial markets into panic.

The U.S. government made significant investments in private banks and offered a large stimulus package to reenergize the economy.

19-53

Riding the

Market ’ s Roller

Coaster

LG9

The WALL STREET of NOW

Then

Town Car

21 Club

Transportation

Restaurant

The Penthouse Club After Hours

Johnny Walker Blue

($200)

Drink

American Express

Black

Bottle Service

Card

Pastime

Now

Zipcar

Subway

Dave & Buster’s

Bud Light

($5)

Metrocard

Trivia Night

Source: Bloomberg Businessweek, September 6, 2010.

19-54

Riding the

Market ’ s Roller

Coaster

LG9

The UPS and DOWNS of the MARKET

• Program Trading -Giving instructions to computers to automatically sell if the price of a stock dips to a certain point to avoid potential losses.

• Analysts believe program trading caused the turmoil in 1987.

• The exchanges created mechanisms to restrict program trading.

19-55

Riding the

Market ’ s Roller

Coaster

LG9

WHO ’ S at FAULT for the

ECONOMIC CRISIS?

• Wall Street Issued exotic securities; paid excessive compensation based on bonuses; and investment banks got the SEC to relax capital requirements.

• Main Street Americans lived beyond their means; lenders gave favorable loans to homebuilders; greedy homeowners took out equity loans; and teaser mortgage rates let people live large.

• Washington Gramm-Leach-Billey Act allowed commercial and investment banks to partner; housing interest rates were kept low; and Community Reinvestment

Act forced lending to people with bad credit.

Source: Fortune Magazine, www.fortune.com

, accessed July 2011.

19-56

CLEANING UP the STREET

(Legal Briefcase)

• Congress passed the Dodd-Frank Financial Reform and Consumer Protection Act into law on July 21,

2010.

• Gives the government power to seize and shutter large financial institutions on the verge of collapse in an effort to prevent further bailouts.

• Formed an independent consumer protection agency housed within the Federal Reserve, protecting borrowers against a host of financial abuses ranging from payday loans to mortgages and credit cards.

19-57

Progress

Assessment

PROGRESS ASSESSMENT

• What does the Dow Jones Industrial Average measure? Why is it important?

• Why do the 30 companies comprising the Dow change periodically?

• Explain program trading and the problems it can create.

19-58