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This chapter provides a comprehensive overview of the mechanics of investing in securities, detailing how firms issue securities and the structure of secondary markets. It distinguishes between primary and secondary security sales, explaining underwritten versus best efforts arrangements. The chapter covers public offerings, private placements, and types of markets such as organized exchanges and OTC markets. Additionally, it delves into margin trading, the execution of trades, and various types of orders. Gain insights into the institutional details essential for successful investing.
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Chapter 3 How Securities are Traded
Chapter Summary • Objective: To explain the institutional details and mechanics of investing in securities. • How firms issue securities • Organization of secondary markets • Trading and execution • Margin trading • Costs and regulation
Primary vs. Secondary Security Sales • Primary • New issue • Key factor: issuer receives the proceeds from the sale • Secondary • Existing owner sells to another party • Issuing firm doesn’t receive proceeds and is not directly involved
Investment Banking Arrangements • Underwritten vs. “Best Efforts” • Underwritten: firm commitment on proceeds to the issuing firm • Best Efforts: no firm commitment • Negotiated vs. Competitive Bid • Negotiated: issuing firm negotiates terms with investment banker • Competitive bid: issuer structures the offering and secures bids
Public Offerings • Public offerings: registered with the OSC (Ontario - SEC in USA) and sale is made to the investing public • Red herring • Prompt offering prospectus • Initial Public Offerings (IPOs) • Evidence of underpricing • Performance
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
Summary Reminder • Objective: To explain the institutional details and mechanics of investing in securities. • How firms issue securities • Organization of secondary markets • Trading and execution • Margin trading • Costs and regulation
Types of Markets • Direct search markets • Brokered markets Block transactions • Dealer markets OTC market • Auction markets Major exchanges
Organization of Secondary Markets • Organized exchanges • OTC market • Third market • Fourth market
Organized Exchanges • Auction markets with centralized order flow • Dealership function: can be competitive or assigned by the exchange (specialists or registered traders) • Securities: stock, futures contracts, options, and to a lesser extent, bonds • Examples: TSE, ME, VSE, NYSE, AMEX, Regionals, CBOE
OTC Market • Dealer market without centralized order flow • NASDAQ: largest organized stock market for OTC trading; information system for individuals, brokers and dealers • Levels of interaction: users, market-makers • Securities: stocks, bonds and derivatives • Most secondary bonds transactions
Third Market • Trading of listed securities away from the exchange • Institutional market: to facilitate trades of larger blocks of securities • Involves services of dealers and brokers
Fourth Market • Institutions trading directly with institutions • No middleman involved in the transaction • Organized information and trading systems • INSTINET • POSIT • ECN development
International Market Structures • London Stock Exchange • Dealer market similar to NASDAQ • Stock Exchange Automated Quotation • Greater Anonymity • Tokyo Stock Exchange • No market making service • Sartori provides bookkeeping service • Feature a floor and electronic trading • Global market alliances
Summary Reminder • Objective: To explain the institutional details and mechanics of investing in securities. • How firms issue securities • Organization of secondary markets • Trading and execution • Margin trading • Costs and regulation
The execution of trades • Registered trader (market-maker) functions • Maintaining a “book” • Maintain a “fair and orderly market” • Execute “stabilizing” trades • Registered traders possess valuable inside information about the future direction of the market
Types of Orders • Instructions to the brokers on how to complete the order • Market • Limit • Stop loss
Summary Reminder • Objective: To explain the institutional details and mechanics of investing in securities. • How firms issue securities • Organization of secondary markets • Trading and execution • Margin trading • Costs and regulation
Margin Trading • Using only a portion of the proceeds for an investment • Borrow remaining component • Margin arrangements differ for stocks and futures
Stock Margin Trading • Greatest margin • Currently 30% • Set by the securities commissions • Minimum margin • Minimum level the equity margin can be (called “maintenance” in USA) • Margin call • Call for more equity funds
Margin Trading - Initial Conditions X Corp $70 50% Initial Margin 30% Minimum Margin 1000 Shares Purchased Initial Position Stock $70,000 Borrowed $35,000 Equity $35,000
Margin Trading - Minimum 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%
Margin Trading - Margin Call • How far can the stock price fall before a margin call? Therefore, P = $50 Note: 1,000xP – Amount Borrowed = Equity
Leveraging effect of margin purchases • You buy 200 shares of XYZ at $100, expecting a 30% appreciation of the stock in one year: • Initial margin: 50% • Financed by a 9% loan for one year • Expected net return: 51% • A 30% drop in the price, though, brings a negative rate of return of -69%.
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 • Close out the position: buy the stock and return it to the owner
Short Sale - Initial Conditions Z Corp 100 Shares 50% Initial Margin 30% Minimum Margin $100 Initial Price Sale Proceeds $10,000 Margin & Equity $ 5,000 Stock Owed $10,000
Short Sale - Minimum Margin Stock Price Rises to $110 Sale Proceeds $10,000 Initial Margin $ 5,000 Stock Owed $11,000 Net Equity $ 4,000 Margin % (4,000/11,000) = 36%
Short Sale - Margin Call • How much can the stock price rise before a margin call? So, P = $115.38 Note: $15,000 = Initial margin + sale proceeds
Summary Reminder • Objective: To explain the institutional details and mechanics of investing in securities. • How firms issue securities • Organization of secondary markets • Trading and execution • Margin trading • Costs and regulation
Costs of Trading • Commission: fee paid to broker for making the transaction • Full service broker • Discount broker • Spread: cost of trading with dealer • Bid: price dealer will buy from you • Ask: price dealer will sell to you • Spread: ask - bid • Execution: better price obtained
Internet Trading • On-line brokers (discount or full-service) • ECNs – electronic communication networks • Pre- and post-market trading (lack of integration, thin trading)
Regulation of Securities Markets • Government Regulation • Self-Regulation in the Industry • Circuit Breakers • Insider Trading