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Kirkland & Ellis LLP U.S. Capital Markets Comparison. Christian O. Nagler July 26, 2011. 19419453 v1. History of U.S. Markets. Bonds States used bonds to finance the Revolutionary War First U.S. government issuance was to refund state debts (1790)
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Kirkland & Ellis LLPU.S. Capital Markets Comparison Christian O. Nagler July 26, 2011 19419453 v1
History of U.S. Markets Bonds • States used bonds to finance the Revolutionary War • First U.S. government issuance was to refund state debts (1790) • Corporate bonds financed much of the industrial boom • WWI Liberty Bonds marketed to individuals Equities • NYSE / 1792 • Continent wide economy with low internal trade barriers
Regulation of Securities • Generally, a disclosure regulated regime • Offering document quite well-established • Registered/unregistered securities (equities typically registered) • State regulation dates back to 1911 – “blue sky laws” • Federal regulation dates back to 1933 (Securities Act); 1934 (Exchange Act); 1940 (Trust Indenture Act)
Current Market • 154 U.S. IPOs completed in 2010/69 U.S. IPOs completed in 2009* • About $822 billion average daily bond trading volume** • Low interest rates for new issuances (IBM – 5 yr bond – 2.07% YTM) • Almost all bond trading is between broker-dealers on the over-the-counter market • Today’s buyers include: mutual funds; institutional funds; hedge funds; insurance companies; and structured funds * PwC US IPO Watch ** Source: SIFMA
Contributors to Active Capital Markets • Established history/case law • Strong secondary markets – there’s almost always a buyer • Bankruptcy Reorganization Laws • Established Disclosure Regime