Two general functions
1. Assisting in obtaining funds for corporation, US government agencies,
state and local government and foreign entities
Government don’t
need help because they issue treasury through auction
Primary market (underwriting)
2. Act as brokers (trade securities for customers) and dealers (trade
securities in their own account) is buying and selling
securities.
Secondary market
(brokerage/dealing)
II
Nature of Business (Revenue Generating Activities)
1. Public offering (underwriting of securities)
(a) advising the issuer on the terms and the timing of the offering
(design of securities)
(b) Buying the securities from the issuer (Underwriting)
(c) Distributing the issue to the public
*** underwriter accepts the risk of
selling the securities to investors at a lower cost
Methods
1. Firm commitment
When the investment
bank agrees to buy the securities from the issue at a set price
2. Best efforts
Agrees to use its
expertise to sell securities
Does not guarantee
a price to the issuer
Does not buy the
entire issue from the issuer
3. Illustration of underwriting
(a) Appointment of a lead manager by the borrower
(b) Lead manager invites group of banks and securities houses to form
a managing group ? co-lead and co-managers of the
syndicate (selected on their reputation,
distributor capabilities, and relationship with borrower)
Managing group has
the primary responsibility of underwriting the issue
Why ? Share the risk
(only reason)
(c) underwriter guarantee the sale of the issue taking securities for
their own account if unable to sell them to investors
(syndicate shares the risk of capital loss)
Underwriting syndicate
$100 Million issue | underwriting | fee |
Lead Manager | 20 Million | Management fee
Underwriting fee |
5 co-managers | 30 Million (6 Million each) | Underwriting fee |
5 underwriters | 50 Million (1 Million each) | Underwriting fee |
Selling group | Selling commission |
2. Trading Securities
Take a principal
portion in secondary market transactions
Market maker
Revenue
(a) bid (buying price)/ask
(selling price) spread --- dealers buy low sell high
(b) capital gain (appreciation
of price of securities held in inventory)
(c) Execution of trades
for clients --- brokerage commission
3. Private placement vs. Public offering
place securities
with a limited number of institutional investors
work with the issuer
and potential investors on the design and pricing of the securities
4. Securitization of assets
issuance of securities
that have a pool of assets as collateral
pooling loans onto
standardized securities backed by those laws
example : securitization
of home mortgage loan
(a) mortgage backed securities
(MBS)
(b) asset backed securities
(i) collateral by automobile loans
(ii) collateral by credit card receivables
5. Mergers and Acquisitions (M & A)
Restoring and recapitalization of companies
Reorganization if bankrupt and troubled companies
LBO (leverage buyout)
Takes over a firm using borrowed funds and private
6. Merchant Banking (United Kingdom)
When an investor banking firm commits its own funds by either taking an
equity interest or creditor position in companies
7. Trading and creation of derivative instrument
Financial engineering
Example : options, futures
8. Many management (mutual fund)
subsidiaries that manage funds for investors