Chapter 4
Private and Public Market (The Stock Market)
1
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The Stock Market
“One of the funny things about the stock market is that
every time one man buys, another sells, and both think they
are astute.”
–William Feather
“If you don’t know who you are, the stock market is an
expensive place to find out.”
–Adam Smith (pseud. for George J. W. Goodman)
2
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Learning Objectives
Take stock in yourself. Make sure you
have a good understanding of:
3
1.
The difference between private and public equity and primary
and secondary stock markets.
2.
The workings of the New York Stock Exchange.
3.
How NASDAQ operates.
4.
How to calculate index returns.
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written consent of McGraw-Hill Education.
The Stock Market
Our goal in this chapter is to provide a
“big picture” overview of:
Who owns stocks,
How a stock exchange works, and
How to read and understand the stock market
information reported in the financial press.
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4
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Private Equity

Private Equity is used in the rapidly growing area of equity financing for
nonpublic companies.

Banks are generally not interested in making loans to start-up companies,
especially ones :


with no assets (other than an idea).
run by fledgling entrepreneurs with no track record.

Start-up companies search for venture capital (VC), an important part of the
private equity markets.

Firms other than start-ups might also need financing.

Private equity also includes:
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5
middle-market firms
large leveraged buyouts
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The Structure of Private Equity Funds
Two types of investment companies:

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Private equity funds
Hedge funds
Both types…
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are set up as limited partnerships.
pool money from investors.
invest this money on behalf of these investors.
use, typically, a 2/20 fee structure (i.e., a 2 percent annual management fee and 20
percent of profits).
have built-in constraints to prevent managers from taking excessive compensation.
Private equity funds generally have:
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a high-water-mark provision
a “clawback” provision
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Types of Private Equity Funds:
Venture Capital

Venture Capital refers to financing new, often high-risk, start-ups.

Individual venture capitalists invest their own money.

Venture capital firms pool funds from various sources, like

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Individuals
Pension funds
Insurance companies
Large corporations
University endowments

Venture capitalists know that many new companies will fail.

The companies that succeed can provide enormous profits.
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Venture Capital, II
To limit their risk:
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Venture capitalists generally provide financing in stages.
Venture capitalists actively help run the company.
At each stage, money is invested to reach the next stage.
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Ground-floor financing
Mezzanine Level financing

At each stage of financing, the value of the founder’s stake
grows, and the probability of success rises.

Venture capitalists withhold further financing if goals are not
met.

If a start-up succeeds:

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8
The big payoff frequently comes when the company is sold to another
company, or goes public.
Either way, investment bankers are often involved in the process.
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written consent of McGraw-Hill Education.
Types of Private Equity Funds:
Middle Market
Many small, regional private equity funds concentrate their
investments in “middle market” companies.
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ongoing concerns (i.e., not start-ups)
known performance history
typically, small and family owned and operated.
Reasons middle market companies seek more capital:
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Expansion beyond their existing region
Founder wants to “cash out”
A private equity fund might purchase a portion of the business
so that others can now manage the company.
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Types of Private Equity Funds:
Leveraged Buyouts

Suppose a company (or someone else) purchases all the
shares of the company held by the public at large?

This process is called “taking the company private.”

The cost of going private is often high.
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A manager or investor who wants to take a company private probably
needs to borrow a significant amount of money.
Taking a company private is called a leveraged buyout (LBO).
LBO market activity levels depend on credit markets.
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Around 2005, the LBO market was quite active.
Activity in the LBO market came to a standstill after the crash of 2008.
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Selling Securities to the Public

The primary market is the market where investors purchase
newly issued securities.
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Initial public offering (IPO): An IPO occurs when a company offers stock
for sale to the public for the first time.
Seasoned equity offering (SEO): If a company already has public shares,
an SEO occurs when a company raises more equity.
The secondary market is the market where investors trade
previously issued securities. An investor can trade:
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Directly with other investors.
Indirectly through a broker who arranges transactions for others.
Directly with a dealer who buys and sells securities from inventory.
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The Primary Market for Common Stock
IPO and SEO Details

The primary market for common stock: How new securities are sold.

Part of this market is known as the initial public offerings (IPOs) market.
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An IPO occurs when a company sells stock to the public for the first time.
Typically, small and growing companies needed capital to expand operations.

An IPO is sometimes called an unseasoned equity offering because shares
are not available to the public before the IPO.

If a company already has shares owned by the public, it can raise equity
with a seasoned equity offering (SEO).

Seasoned equity offerings: general cash offer or a rights offer.
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General cash offer: securities sold on a “first-come, first served” basis.
With a rights offer, securities are initially offered only to existing owners.
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The Primary Market for Common Stock
IPO Example: All IPOs are Cash Offers

Your privately held corporation sold 100,000 shares of stock, all for $1 per share.
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You bought 50,000 shares and the remaining 50,000 shares were bought by friends and
relatives (who are your “venture capitalists”). These investors are NOT the general public.
Your company has prospered, but now needs capital to grow.
You hire an investment banker. After lengthy negotiations and analyses, your investment
banker suggests selling 4 million shares of common stock.
Two million shares given to the original investors in exchange for the old shares.
After much haggling, your investment banker agrees to underwrite the stock issue by
purchasing the other 2 million shares from your company for $10 per share.

The net effect: You have sold half the company to the underwriter for $20 million.

The investment banker, the underwriter, will resell shares in the primary market.
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The investment banker thinks the stock can sell for $11 per share in an IPO.
The difference between the $11 received by the underwriter and the $10 per share the
original investors received is called the underwriter spread, or discount.
The typical underwriter spread ranges from 7 to 10 percent.
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The Primary Market for Common Stock
The Rest of The Story

This IPO (and an SEO) involves several steps.

Company appoints an investment banking firm to arrange financing.
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Investment bankers design the stock issue and arranges for either
fixed commitment underwriting, best efforts underwriting, or
Dutch auction underwriting.

Company prepares a prospectus (usually with outside help) and submits
it to the Securities and Exchange Commission (SEC) for approval.
Investment banker circulates preliminary prospectus (red herring).
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Upon obtaining SEC approval, company finalizes prospectus.
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Underwriters place announcements (tombstones) in
newspapers and begin selling shares.
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IPO Tombstone
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The Secondary Market for Common Stock

Secondary stock markets match buyers with sellers.

Trading occurs on either an organized stock exchange or a trading network.

Important concepts:
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The bid price:
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The price dealers pay investors.
The price investors receive from dealers.
The ask price:
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The price dealers receive from investors.
The price investors pay dealers.

The difference between the bid and ask prices is called the bid-ask spread, or
simply the spread.

Dealers attempt to “buy low and sell high” when moving shares into and out of
their inventory.
16
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The New York Stock Exchange

The New York Stock Exchange (NYSE), popularly known as the Big Board,
celebrated its bicentennial in 1992.

The NYSE has occupied its current building on Wall Street since the early
1900’s.

For 200 years, the NYSE was a not-for-profit New York State corporation.

The NYSE went public in 2006.
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NYSE Group, Inc., ticker: NYX
Naturally, NYX stock is listed on the NYSE

In 2007, NYSE Group merged with Euronext to form NYSE Euronext, the
world’s largest exchange.

In 2013, the Intercontinental Exchange (ICE) acquired NYSE Euronext.
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NYSE Seats and Trading Licenses

Historically, the NYSE had 1,366 exchange members. These
members:
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Were said to own “seats” on the exchange.
Collectively owned the exchange, although professionals managed the exchange.
Regularly bought and sold seats (Record seat price: $4 million in December 2005)
Seat holders could buy and sell securities on the exchange floor without paying
commissions.
In 2006, all of this changed when the NYSE went public.
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Instead of purchasing seats, exchange members purchase trading licenses:

number limited to 1,366

In 2015, a license would set you back a cool $50,000—per year.
Having a license entitles the holder to buy and sell securities on the floor of the
exchange.
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NYSE VIDEO


https://www.youtube.com/watch?v=XRJBZIQrQAY
https://www.youtube.com/watch?v=THpXovjy7Bc
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Farewell, Specialists

For a long time, most securities listed at the NYSE were divided
among specialists—an exclusive dealer, or intermediary, for a
set of securities.
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Specialists:
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posted bid prices and ask prices for each security assigned to them.
were obligated to make and maintain a fair, orderly market
Specialists stood ready to buy at bid prices and sell at ask prices when outside sell
and buy order flows were unequal
Specialists had an exclusive, advance look at incoming orders
flowing to the display book.
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Because of this advance look, specialists had an information advantage when they
were making quotes and matching orders.
Under this system, specialists, however, could “work” orders, that is, try to improve
trading prices for customers.
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Hello, Designated Market Makers

In 2009, aiming to stay competitive, the NYSE replaced the role of
specialists with two classes of market makers:
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What were specialists are now the DMMs.
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The DMMs are assigned a set of securities and are
obligated to maintain a fair and orderly market in these stocks
Differences between the Specialist Role and the DMM Role
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designated market makers (DMMs)
and supplemental liquidity providers (SLPs).
DDMs can compete against other exchange members for trades.
Specialists had to step back from a trade if a floor broker order had the same price.
Unlike the former specialist system, however, DMMs do not receive an advance look at incoming
orders.
DMMs do not have an exclusive right to make markets in their
assigned securities.
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DMMs and Supplemental
Liquidity Providers (SLP)
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A newly created class of market maker is called the supplemental
liquidity provider (SLP).

SLPs can trade the same stocks as the DMMs.
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Quoting Requirements:
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SLPs can trade only from offices outside the exchange.
DMMs are located on the floor of the exchange.
DMMs must quote bid and ask prices for at least 5% of the trading day.
SLPs are required to quote bid or ask prices for at least 5% of the trading day.
Incentives. For 100 shares traded, the NYSE pays:
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DMMs by the type of transaction.
SLPs receive less (lower quoting requirements).
Floor brokers receive even less (no quoting requirements).
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Other NYSE Participants

The largest number of NYSE members are registered as
commission brokers.

Commission brokers execute customer orders to buy and sell
stocks.
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When commission brokers are too busy, they may delegate
some orders to floor brokers, or “two-dollar brokers”, for
execution.

A small number of NYSE members are floor traders, who
independently trade for their own accounts.
23
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Super Display Book System (SDBK)

A substitute for floor brokers: the efficient Super Display Book system
(SDBK)

The SDBK has recently replaced the well-known SuperDOT system (the
DOT stands for designated order turnaround).

Based on the NYSE’s electronic trading engine, Arca, the NYSE SDBK is a
server-based system.

Trading via the SDBK is remarkably fast. NYSE customers can have their
trades executed within 5 milliseconds (down from a relatively sluggish 350
milliseconds in 2007).
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How fast is this trading?
For comparison, when Danica Patrick is running her Number 10 Nature’s Bakery
Chevrolet at 200 miles per hour, she races only about 1.5 feet in 5 milliseconds.
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The NYSE Hybrid Market

The NYSE rolled out a faster automated execution system called the Hybrid
platform beginning in late 2006 and continues to refine the system.

Hybrid trading combines the exchange’s automated technology with the
advantages of an auction market.
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In the Hybrid market, DMMs, SLPs, and floor brokers have the choice to
interact with the market electronically as well as in person.

Hybrid trading has evolved because human judgment is valuable:
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in less liquid stocks.
during the opening and closing of trading sessions.
during times of market duress.
In normal times, for the average stock, the automated platform is an efficient
trading option.
25
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NYSE-Listed Stocks

In 2015, the 2,800 or so companies listed on the NYSE
represented nearly 30 percent of the world’s equity trading.

Initial and annual listing fees are charged based on the
number of shares.
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To apply for listing, companies have to meet certain minimum
requirements with respect to:
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26
The number of shareholders
Trading activity
The number and value of shares held in public hands
Annual earnings
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Operation of the New York Stock Exchange

The fundamental business of the NYSE is to attract and process
order flow.

In 2007, the average trading volume on the NYSE was over
2 billion shares a day. Lower today: NASDAQ and ECNs have
increased their trading volume.

Volume breakdown:
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27
About one-third from individual investors.
Almost half from institutional investors.
The remainder represents NYSE-member trading, mostly from specialists
acting as market makers.
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NYSE Floor Activity

There are a number of DDM posts, each with a roughly figureeight shape, on the floor of the exchange.

At the telephone booths, commission brokers:
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Receive customer orders.
Walk out to DMM posts where the orders can be executed,
Return to confirm order executions and receive new customer orders.
Coat colors indicate the person’s job or position.
28
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Stock Market Order Types
29
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written consent of McGraw-Hill Education.
Circuit Breakers

Sometimes the market wide order flow is such that regulators have
deemed that a trading cease for a short time to “calm the market.”

These trading halts are call Circuit Breakers.

In response to the Flash Crash, regulators updated circuit
breakers.

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Lowered the market-wide circuit breaker level to 7 percent
Implemented individual stock circuit breakers.
Be informed: The SEC is constantly tinkering with circuit breakers
and studying what triggers them.
30
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Trading on the Web
31
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Types of Orders: Market and Limit Orders

Market orders:


You specify ticker and quantity
Immediate execution at best available price

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Market buy will be executed at lowest ask
Market sell will be executed at highest bid
Limit orders:
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You specify ticker, quantity, and price
The order will be executed only if trade can be made at the limit price or better
 Limit Buy can only be executed at limit price or lower
 Limit Sell can only be executed at limit price or higher
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Types of Orders: Stop Orders
Stop Orders are Intended to prevent something bad from happening
(like losing a lot of money).

Sell Stop (or stop loss)
 Use this order when you have a long position and want to protect yourself from a price
decline.
 The Stop price will be below the current price of the stock.
 The Stop price is the trigger or activation point.



If the stop price is reached or passed (the price goes lower), the order becomes a market order to
be executed at the best available price (which may be higher or lower than stop price).
Risk: price suddenly plummets and your position is liquidated at a large loss.
Buy Stop
 Use this order when you have a short position and want to protect yourself if the stock
price rises.
 The Stop price will be above the current price of the stock.
 The Stop is the trigger or activation point.

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If the stop price is reached or passed (goes higher), the order becomes a market order to be
executed at the best available price (which may be higher or lower than stop price).
Risk: price suddenly rockets and you buy at a higher price than your buy stop.
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Types of Orders: Stop Limit Orders
Intended to prevent something bad from happening
(But, in an active market, the Limit can hurt you)

Sell Stop Limit

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
Use when you have a long position and want to protect yourself from a price decline.
The Stop price will be below the current price of the stock.
 The Stop price is the trigger or activation point.
 The limit says you will not accept a selling price below the limit.
 Risk: The price plummets and you might not get out.
Buy Stop Limit

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Use when you have a short position and want to protect yourself if the stock price rises.
The Stop price will be above the current price of the stock.
 The Stop price is the trigger or activation point.
 The Limit says you will not accept a purchase price above the limit.
 Risk: The price rockets and you might not get out.
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Stop Orders versus Stop Limit Orders

Stop orders guarantee execution (if the stock reaches or
moves past your stop price), but not the price.

Stop limit orders guarantee price, but not execution.

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35
Stop and Limit prices do not have to be the same.
You could use a stop of $45 with a limit of $44.
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Comparing Stop and
Stop Limit Orders, I.
36
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written consent of McGraw-Hill Education.
Comparing Stop and Stop Limit Orders, II.
37
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written consent of McGraw-Hill Education.
Comparing Stop and Stop Limit Orders, III.
38
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NASDAQ, I.

The name “NASDAQ” is derived from the acronym NASDAQ, which
stands for National Association of Securities Dealers Automated
Quotations system.

NASDAQ is now a proper name in its own right.

Introduced in 1971, the NASDAQ market is a computer network of
securities dealers who disseminate timely security price quotes to
NASDAQ subscribers.

In early 2016, the NASDAQ listed just over 3,000 companies.

On most days, volume on the NASDAQ exceeds the NYSE volume.
39
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NASDAQ, II.



NASDAQ trading is almost exclusively done through dealers
who buy and sell securities for their own inventories.
NASDAQ dealers use their inventory as a buffer to absorb
buy and sell order imbalances.
NASDAQ is actually made up of three separate markets:





The Global Select Market
The Global Market
The Capital Market
In the late 1990s, the NASDAQ system opened to electronic
communications networks (ECNs)
ECNs are basically websites that allow investors to trade
directly with one another.
40
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NASDAQ Quotes

The NASDAQ network provides bid and ask prices as well as
recent transaction information.

The bid and ask prices for the NASDAQ represent inside
quotes.



The highest bid
The lowest ask
For a small fee, you can have access to “Level II” quotes.


41
Displays all bids and asks
Frequently displays the market maker identity
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NYSE and NASDAQ Competitors

The third market is an off-exchange market for securities listed
on an organized exchange.

The fourth market is for exchange-listed securities in which
investors trade directly with one another, usually through a
computer network.

For dually listed stocks, regional exchanges also attract
substantial trading volume.
42
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Stock Market Information

The most widely followed barometer of day-to-day stock
market activity is the Dow Jones Industrial Average (DJIA), or
“Dow” for short.

The DJIA is an index of the stock prices of 30 large companies
representative of American industry.
43
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The Dow Jones Industrial Average
44
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written consent of McGraw-Hill Education.
The DJIA Component Stocks
45
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Stock Market Indexes, I.

Indexes can be distinguished in four ways:





The market covered,
The types of stocks included,
How many stocks are included, and
How the index is calculated (price-weighted, e.g. DJIA, versus valueweighted, e.g. S&P 500).
Stocks that do not trade during a time period cause index
staleness over that time period.

That is, we do not know the "true" index level if all the stock prices are
not updated, i.e., fresh.

The level of index staleness changes during the trading day.
46
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Stock Market Indexes, II.

For a value-weighted index (i.e., the S&P 500), companies with
larger market values have higher weights.

For a price-weighted index (i.e., the DJIA), higher priced stocks
receive higher weights.
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This means stock splits cause issues.
But, stock splits can be addressed by adjusting the index divisor.
Note: As of October 27, 2015, the DJIA divisor was a nice “round”
0.14967727343!
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written consent of McGraw-Hill Education.
Stock Market Indexes, III.
48
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written consent of McGraw-Hill Education.
Example II: Changing the Divisor when a
New Stock is Added to the Index
Day 1 of Index:
Company
Boeing
Nordstrom
Lowe's
Sum:
Index:
Price
67.50
41.93
21.70
131.13
43.71 (Divisor = 3)
Before Day 2 starts, you want to replace Lowe's with Home Depot, selling at $32.90.
To keep the value of the Index the same, i.e., 43.71:
Boeing
Nordstrom
Home Depot
Sum:
67.50
41.93
32.90
142.33
142.33 / Divisor = 43.71, if Divisor is: 3.256234271
What would have happened to the divisor if Home Depot shares
were selling at $65.72 per share instead of $32.90?
49
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written consent of McGraw-Hill Education.
Useful Internet Sites
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

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
www.vfinance.com (for a list of well-known VC Firms)
www.nvca.org (source of venture capital information)
www.secondmarket.com (Want to buy shares in companies yet to go
public?)
www.hoovers.com (information on Initial Public Offerings, or IPOs)
www.hsx.com (reference for an interesting stock exchange)
www.nyse.com (website for the New York Stock Exchange)
www.nasdaq.com (website for the NASDAQ)
www.djindexes.com (reference for current divisor for the DIJA)
www.russell.com (the Russell Indexes)
www.msci.com (reference for value and growth indexes)
jmdinvestments.blogspot.com (reference for recent financial information)
50
Copyright © 2018 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior
written consent of McGraw-Hill Education.