Learning Objectives

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2. Learning Objectives Take stock in yourself. Make sure you have a good understanding of: The difference between private and public equity and primary and secondary stock markets. The workings of the New York Stock Exchange. How NASDAQ operates. How to calculate index returns.

3. 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.

4. Private Equity Private Equityis 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. Firms with this profile 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: middle-market firms large leveraged buyouts

5. The Structure of Private Equity Funds Private equity funds and hedge funds are two types of investment companies. Both 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: a high-water-mark provision a “clawback” provision

6. Types of Private Equity Funds: Venture Capital Venture Capitalrefers to financing new, often high-risk, start-ups. Individual venture capitalists invest their own money. Venture capital firms pool funds from various sources, like 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.

7. Venture Capital, II To limit their risk: Venture capitalists generally provide financing in stages. Venture capitalists actively help run the company. At each stage, enough money is invested to reach the next stage. Ground-floorfinancing Mezzanine Level financing At each stage of financing, the value of the founder’s stake grows and the probability of success rises. If goals are not met, the venture capitalists withhold further financing. If a start-up succeeds: 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.

8. Types of Private Equity Funds:Middle Market Many small, regional private equity funds concentrate their investments in “middle market” companies. ongoing concerns (i.e., not start-ups) known performance history typically, small and family owned and operated. Reasons middle market companies seek more capital 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.

9. 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. 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. Around 2005, the LBO market was quite active. Activity in the LBO market came to a standstill after the crash of 2008.

10. Selling Securities to the Public Theprimary market is the market where investors purchase newly issued securities. 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: Directly with other investors. Indirectly through a broker who arranges transactions for others. Directly with a dealer who buys and sells securities from inventory.

11. The Primary Market for Common Stock An IPO (and an SEO) involves several steps. Company appoints an investment banking firm to arrange financing. Investment banker designs the stock issue and arranges for fixed commitment or best effort 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). Upon obtaining SEC approval, company finalizes prospectus. Underwriters place announcements (tombstones) in newspapers and begin selling shares.

12. IPO Tombstone

13. The Secondary Market for Common Stock The goal of a secondary market is to match investors wishing to buy stocks with investors wishing to sell stocks. Common stock trading typically occurs on either an organized stock exchange or a trading network. Important concepts: The bid price: The price dealers pay investors. The price investors receive from dealers. The ask price: 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.

14. 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 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.

15. NYSE Seats and Trading Licenses Historically, the NYSE had 1,366 exchange members. These members: 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: $3 million in 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. Instead of purchasing seats, exchange members purchase trading licenses: number limited to 1,500 In 2010, a license would set you back a cool $40,000—per year. Having a license entitles the holder to buy and sell securities on the floor of the exchange.

16. 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. Specialists: 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. 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.

17. Designated Market Makers In 2009, aiming to stay competitive, the NYSE replaced the role of specialists with two classes of market makers: designated market makers (DMMs) and supplemental liquidity providers (SLPs). What were specialists are now the DMMs. 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 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.

18. DMMs and Supplemental Liquidity Providers (SLP) A newly created class of market maker is called the supplemental liquidity provider (SLP). SLPs can trade the same stocks as the DMMs. SLPs can trade only from offices outside the exchange. DMMs are located on the floor of the exchange. Quoting Requirements: 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: DMMs 30 cents. SLPs 15 cents (lower quoting requirements). Floor brokers 4 cents (no quoting requirements).

19. Other NYSE Participants The largest number of NYSE members are registered as commission brokers. Commission brokers execute customer orders to buy and sell stocks. 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.

20. 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 designatedorder 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). How fast is this trading? For comparison, when Danica Patrick is running her Number 7 JR Motorsports Go Daddy Chevrolet at 200 miles per hour, she races only about 1.5 feet in 5 milliseconds.

21. 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. 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: 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.

22. NYSE-Listed Stocks In 2008, the total number of companies listed on the NYSE represented a total global market value of about $16.7 trillion. Initial and annual listing fees are charged based on the number of shares. To apply for listing, companies have to meet certain minimum requirements with respect to: The number of shareholders Trading activity The number and value of shares held in public hands Annual earnings

23. Operation of the New York Stock Exchange The fundamental business of the NYSE is to attract and process order flow. In 2010, the average trading volume on the NYSE was over 2 billion shares a day. Volume breakdown: About one-third from individual investors. Almost half from institutional investors. The remainder represents NYSE-member trading, mostly from specialists acting as market makers.

24. NYSE Floor Activity There are a number of DDM posts, each with a roughly figure-eight shape, on the floor of the exchange. At the telephone booths, commission brokers: 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.

25. Stock Market Order Types

26. Trading on the Web

27. 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. The NASDAQ has more companies listed than the NYSE. On most days, volume on the NASDAQ exceeds the NYSE volume.

28. NASDAQ, II. NASDAQ trading is almost exclusively done through dealers who buy and sell securities for their own inventories. Like NYSE specialists, 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.

29. 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. Displays all bids and asks Frequently displays the market maker identity

30. 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 listedstocks, regional exchanges also attract substantial trading volume.

31. 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.

32. The Dow Jones Industrial Average

33. Yields on DJIA Component Stocks

34. 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 value-weighted, 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.

35. 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. This means stock splits cause issues. But, stock splits can be addressed by adjusting the index divisor. Note: As of April 12, 2010, the DJIA divisor was a nice “round” 0.132319125!

36. Stock Market Indexes, III.

37. Example I: $1,000,000 to Invest, Price-Weighted Portfolio Note: Shares = $1,000,000 / 131.130 = 7,626

38. Example II: Changing the Divisor What would have happened to the divisor if Home Depot shares were selling at $65.72 per share instead of $32.90?

39. Example III: $1,000,000 to Invest, Value-Weighted Portfolio Note: Shares to Buy = $1,000,000*Weight / Price

40. Example IV: How Does the Value-Weighted Index Change? Using the Portfolio from Example III:

41. The Day 3 Index Can be Calculated in Two Ways:

42. Useful Internet Sites www.hoovers.com (information on Initial Public Offerings, or IPOs) www.nyse.com (website for the New York Stock Exchange) www.nasdaq.com (website for the NASDAQ) averages.dowjones.com (The Dow Jones Industrial Average) www.russell.com (the Russell Indexes) www.barra.com (reference for “value” and “growth” indexes) www.djindexes.com (reference for current divisor for the DIJA) www.standardandpoors.com (website for S&P 500) www.nni.nikkei.co.jp (website for Japan’s Nikkei 225 index)

43. Chapter Review, I. Private and Public Equity Private Equity Funds The Primary and Secondary Stock Markets The Primary Market for Common Stock The Secondary Market for Common Stock Dealers and Brokers The New York Stock Exchange Designated Market Makers, DDMs Types of Members NYSE-Listed Stocks

44. Chapter Review, II. Operation of the New York Stock Exchange NYSE Floor Activity Special Order Types NASDAQ NASDAQ Operations NASDAQ Participants The NASDAQ System NYSE and NASDAQ Competitors

45. Chapter Review, III. Stock Market Information The Dow Jones Industrial Average Stock Market Indexes More on Price-Weighted Indexes Value-Weighted Indexes