Tuesday, December 30, 2008
Growing Unrest In Russia Amidst Economic Crisis
Monday, December 8, 2008
Investment Banking - Financial Engineering
Companies are interested in innovative "first ever" products. These products are tailored to meet certain needs and are thus more attractive to both the clients concerned and the potential investors required.
Many investment banks, therefore, obtain a competitive edge through constant product innovations. In other words they attract business by developing new products that best match the needs of their clients and investors.
Many investment banks will thus commit additional resources to this activity.
They will have a "financial engineering" or "structured products" group that is dedicated to creating solutions for a number of different client needs.
As well as creating solutions to individual client needs, these teams will also look at developing new structures for executing a transaction / deal as well as how best to cross sell in-house products and expertise.
Investment Banking - New Issues (Debt And Equity)
New Issues of securities may be used by a business to raise funds. They typically fall into two main types, those being debt and equity.
Debt covers offerings of securities which must be repaid by the company.
A bond is, put simply, a lending agreement between the bond issuer (in this case the company) and the lender (i.e. the person who 'buys' the bond).
A bond is just like a loan in that the bond issuer will pay back the price of the bond (i.e. the amount of money borrowed) at the end of an agreed fixed period of time (say 10 years). Also, like a loan, the bond will yield an amount of interest over that period. The rate of interest and the way in which that interest will be paid is set when the bond is first issued. The rate of interest is used to attract investors and is usually set higher than other, more traditional saving rates – such as those that a bank would offer.
Bonds can also be exchanged amongst lenders and are traded on the financial markets. As you will appreciate, a bond that has a high rate of interest is more popular in an economy that has low interest rates and is less popular when that economy has interest rates that are high.
The other way in which a company can raise money is through the use of its equity. Unlike debt, this does not involve the borrowing of funds from lenders.
Equity is where a company raises funds by selling shares in itself. The shareholders exchange funds for a stake in the company and become part owners. They do not expect those funds to be repaid, as a loan would be, rather they are "banking" on the company being successful and that their investment (i.e. the shares) will provide a profit by growing in value.
However this success, and hence profit, is not guaranteed.
A shareholder is not a lender but rather an investor in a company. Unlike secured lending, (where the money lent is secured by assets of an equal value) holding shares in a company does not guarantee the holder anything. It can be a risky business because not all companies do well and so the value of shares can go down as well as up. In other words, as a shareholder, you could lose all or part of the money that you have invested in shares.
A company that is issuing shares becomes answerable to those shareholders. For example, if the company managers are not operating to the shareholders liking then they can sell those shares or, if they have a big enough stock of shares, they can get those managers replaced with people more to their own choosing.
The price of the shares is normally a good indicator of how a business is being managed. If the share price is going up the signs are good, however if the price is dropping it could mean that the company is in trouble. Along with the price many shares will also pay a dividend – this is in simplistic terms a share of the profit that the company has made. Many people hold shares for the income that the dividends yield. Again a high dividend is a good indicator that the company is doing well.
How the value of shares will change is really dependant on basic economics. There are only a finite number of shares (in other words the company, like a cake, can only be divided up so many times). If the shares are popular – i.e. that company is expected to, or is doing, well then a lot of investors will want to buy those shares.
However, the people who already own the shares will not be in a hurry to sell them because, just as the potential investors have noticed, all the indicators are indicating that their shares will increase in value.
Therefore, there would be a lot of demand and very little supply. This lack of supply will drive up the price of the shares. People will be willing to pay more for them because they believe they are worth it and if the price goes high enough, then some of those people holding the shares will be willing to sell.
Likewise the opposite can be true and if the indicators are not good for a company then there may be more sellers than there are buyers. This lack of demand will cause the price to fall, until the price is attractive enough to pull in more buyers.
Shares are usually sold via stock markets. A market in which the majority of share prices are rising is known as a bull market. When the opposite is true, and the majority of share prices are falling, it is called a bear market
Companies are most interested in the scope for new issues, be they debt or equity, when they have a requirement to raise funds for normal business activities, major new investments or M&A transactions.
However, they may also consider taking advantage of attractive conditions in the financial markets to make an issue at a time when they have not earmarked the funds for new investment.
This is particularly true of the debt markets (where a company is raising funds) when timing can be critical to obtaining attractive terms. For example, it may be a good time to issue bonds when the economy's interest rates are low because the cost of that debt over the long term will be less than if a company were to try and sell bonds in an economy that has high interest rates.
As we know, the new issue will either be equity or debt based and, thus, within investment banks, you normally have two areas of expertise. Namely, those that focus on the debt capital markets (DCM) and those that focus on the equity capital markets (ECM).
In both markets an investment bank and its expertise is critical.
Not only can an investment bank determine the best price for new issues, be they equity or debt, by valuing the company and examining the market, but they can also find buyers for those new issues.
Those buyers are found either in the public or private domain. Issues sold in the public domain (i.e. direct to anyone in the public via the markets) are known as public offerings or underwriting, while those sold to private investors are known as private placements.
Firms wishing to raise capital often discover that they are unable to go public for a number of reasons. The company may not be big enough; the markets may not have an appetite for their issues or the company may simply prefer not to have its stock be publicly traded.
Such firms with solidly growing businesses make excellent private placement candidates. Private placements, then, are usually the province of small companies aiming ultimately to go public. The process of raising private equity, or debt, changes only slightly from a public deal.
Often, one firm will be the sole investor in a private placement. In other words, if a company sells stock through a private placement, usually only one firm or a small number of firms will buy the stock offered.
Conversely, in a public offering, shares of stock fall into the hands of literally thousands of buyers immediately after the deal is completed.
From an M&A point of view, a private placement is thus similar to a merger because it usually involves an institution (rather than numerous public investors) acquiring a stake (assets) in a company.
Indeed the investment banker's work involved in a private placement is quite similar to sell-side M&A representation. The bankers attempt to find a buyer by writing the Private Placement Memorandum and then contacting potential strategic or financial buyers of the client.
Because private placements involve selling equity and debt to a single buyer or a small number of buyers, the investor(s) and the seller (the company) typically negotiate the terms of the deal. Investment bankers function as negotiators for the company, helping to convince the investor(s) of the value of the firm.
Fees involved in private placements, like those in public offerings, are usually a fixed percentage of the size of the transaction. (Of course, as with all sell-side transactions, the payment of the fees depends on whether the deal is completed or not.)
Investment Banking - Mergers and Acquisitions (M&A)
Merging with, or acquiring, a business is one way of increasing business value for a company.
It can include the following:
- Acquisitions - buying a company by acquiring some or all of its stock or assets
- Divestitures - splitting up and/or selling off existing parts of a business
- Mergers – buying a company through a legal arrangement whereby all shareholders of the acquired company receive stock or cash
- Strategic alliances - working closely with other companies to pursue a mutual advantage
- Joint ventures - forming a new company with other parties. However, unlike a merger, this new company is a separate entity, with the parent companies still retaining their original identities
Many companies looking to expand, or streamline, their business will use investment banks for advice on potential targets and/or buyers. This will normally include a full valuation and recommended tactics. Each party to a transaction will have their own M&A advisor.
Such advice is particularly necessary for M&A deals that involve uniting companies from different countries. These types of deals, that involve more than one country, are known as cross border deals. As you can imagine, cross border deals often involve working with different countries' accounting, tax and company laws. These types of deals can then become extremely complex.
Many large international companies have, therefore, set up internal M&A teams. These teams have developed substantial experience in planning and executing deals and tend to carry out the search for potential targets and threats themselves. However, these companies are still open to investment banks bringing forward potential deals and will still generally need an investment bank to advise on valuations and tactics / negotiations.
In an ideal world M&Atransactions would simply involve the matching of a seller and a buyer, or in the case of a merger, the bringing together of two interested parties. However, this is not always the case and sometimes one company will be threatened by another. In these types of deals one company will try and buy or merge with another without that company's consent. This is better known as a hostile takeover.
M&A transactions can occur through an acquisition of stock, an acquisition of assets or a merger. A merger is a legal arrangement whereby all shareholders of the acquired company automatically receive stock in the acquiring company as consideration in return for their stock in the acquired company. A merger often requires a shareholder vote and board approval.
The Investment bank's role, in both these types of deals, falls into one of either two buckets: seller representation or buyer representation (also called target representation and acquirer representation).
For an investment bank, M&Aadvising is highly profitable, and the possibilities of types of transactions are virtually unlimited. Perhaps a small private company's owner/manager wishes to sell out for cash and retire. Or perhaps a big public firm aims to buy a competitor through a stock swap.
Also, remember that investment banks do not just rely on buyers and sellers approaching them, they will also study the market themselves and have been known to approach companies with their own strategic ideas (i.e. they might suggest that two companies merge, or that one company acquires, or sells, to another).
Let us look in more detail at the role of the investment bank in representing either the seller or the buyer.
An investment bank that represents a potential seller has a much greater likelihood of completing a transaction (and therefore being paid) than an investment bank that represents a potential acquirer.
This seller representation, also known as sell-side work, is the type of advisory assignment that is generated by a company when it approaches an investment bank and asks it to find a buyer of either the entire company or part of its assets.
Generally speaking, the work involved in finding a buyer includes writing a "Selling Memorandum" (a detailed sales document) and then contacting potential strategic or financial buyers.
If the client hopes to sell a high tech factory, for instance, then the investment bank will contact firms in the same industry, as well as "buyout" firms that focus on purchasing technology or high-tech manufacturing operations.
In advising sellers, the investment bank's work is complete once another party purchases the business up for sale (i.e. once another party buys the client's company or assets).
However, representing a buyer is not always as straight forward.
The advisory work itself is simple enough: the investment bank contacts the firm their client wishes to purchase, attempts to structure an acceptable offer for all parties, and make the deal a reality.
However, many of these proposals do not work out; few firms or owners are willing to readily sell their business. Because the investment banks primarily collect fees based on completed transactions, their work often goes unpaid.
Consequently, when advising clients looking to buy a business, an investment bank's work often drags on for months.
In many cases a firm will, therefore, pay a non-refundable retainer fee to hire an investment bank and say, "find us a target company to buy." These acquisition searches can also last for months and produce nothing except associate and analyst fatigue as they repeatedly build merger models and work through the night.
However, these types of deals are still very attractive to investment banks because when the deals do "get done" the fees that are generated can be enormous.
Investment Banking - Capital Structuring
How a company chooses to structure its capital is not dissimilar to how someone structures their personal finances.
On a daily basis people have to make decisions with regard to how they choose to spend their money and a company’s management is no different.
Some people may take a long-term view with their finances and save for a point in the future while others may decide to take the short-term view and enjoy themselves in the present. Of course both views have their own rewards and consequences.
Likewise, a company may choose to make maximum short-term profits (a fast buck) or invest for middle and long-term gain.
Of course on both a personal and business level, spending money in itself is not necessarily bad, rather it is what you spend your money on that counts.
Let’s take some personal examples.
There is a big difference, in terms of capital structuring, between spending money on a holiday and a car (besides the obvious material ones).
The holiday has a very limited value in that when the holiday is over you cannot get back any of the money that you spent on it.
A car, on the other hand, is an asset because, depending on general wear and tear, it has some re-sale value. A re-sale value that could at some point in the future be utilized.
Another good example would be the use of a mortgage to help purchase a home.
As the years go by the actual outstanding debt decreases, the owner holds more equity value in the house and eventually the owner will own the property outright.
Because both the car and the property purchases have an asset-based component to them, the type of borrowing offered is normally cheaper than non-asset based lending.
A mortgage-lending rate, for instance, may be a quarter of that charged by a credit card company.
The reason for this difference is simple – with asset based lending the risk to the lender is reduced because if the person owing the debt cannot meet the repayments then the assets that the loan was used to purchase can simply be resold and all or part of the debt repaid.
For the managers of a business the same choices apply when deciding how to spend the company’s money and how to finance those purchases.
The role of Capital Structuring is simply to get the right balance between equity (its own money) and debt (borrowed money).
Getting the right balance between what a company owns and how it uses those assets to fund itself is a complex task.
An investment bank can constantly review a company’s capital structure, assessing the requirements for change based on the company’s latest business outlook, investment requirements and financial market conditions.
This review is not just limited to raising funds for investment and expansion. It can also be done to ensure that a company is being as efficient as possible in managing its debt.
Let us use another personal example. If a person who has many debts (i.e. credit cards, store cards and personal loans) each with its own repayment amount then it can be cheaper to take out one new loan, with an asset or assets as security (i.e. property).
This new loan can then pay off all the other debts. Its repayment amount will be substantially less because unlike the other loans this new one is secured. The money saved, by having this lower repayment, can then be used to purchase something else or save.
An investment bank can offer similar advice to a company and thus can change the existing balance between equity and debt. This process is known as restructuring.
When it comes to funding an investment or expansion as a company then there will always be a choice between risk and expected return.
The modeling work done by an investment bank during valuation can help to map out what the risks and the expected returns might be and hence allow a company’s management to make fully informed decisions.
This work may also help convince potential lenders that this is a low risk venture (i.e. investors are likely to get their original money back with profits).
Just as with personal lending, the amount of risk attached to the lender will determine to a large extent the amount charged for the raising of funds.
As you can imagine, there is a vast amount of ways in which a company can raise funds, or restructure its debt, and the investment bank can use its expertise here to help the firm choose a path that maximizes its shareholder value.
The level of risk attached to lending money to a business in order for that business to expand or grow can be placed on the following spectrum:
► At one end of the spectrum are the expansion plans in which all the money lent will be used to purchase assets. A good example is the purchase of a new vehicle that will be used in the core business of the company. These types of projects are good candidates for low-cost financing
► Asset-backed loans, usually from one lender, are the most common type of lending for this type of expansion
► At the other end of this spectrum are projects in which a substantial portion of the money
lent is to be used to fund soft costs (i.e. they do not involve the purchase of assets – research and development being a common example). Because this type of expansion generates little in the way of assets, in the short term, it is more difficult to secure a traditional (secured) loan
The company may, therefore, issue securities (stocks and bonds) to fund this action.
Somewhere in the middle of this spectrum lie those situations in which the asset values are too low to secure asset-backed financing for the entire transaction, but in which the historic performance of the business is such, or the likelihood that the expansion effort will succeed are so great, that a senior lender will make what is termed a cash flow loan.
With a cash flow loan the lender holds his or her, metaphorical, breath for the period of the time that the loan is outstanding, hoping that the loan repayments hold up and the loan itself is repaid.
As you can imagine, cash flow loans are always more expensive than asset-backed, or secured, loans and are generally only available from larger, more sophisticated banks and financial institutions.
Investment Banking - Valuation
Even the most successful management teams cannot afford to be complacent. In today’s ever-changing world, nothing remains the same for long, especially a business advantage.
The old saying “if its not broken then don’t fix it” has been replaced with “if you are standing still, then you are already behind the competition”.
The challenge then for a company’s management is to both constantly review where they have been (i.e., what has been successful and what needs to change) and where they are going (i.e. what will the marketplace, the competition, the technology and a host of other variables be like in the short and long term future).
Maximum shareholder value is thus achieved through strategic and sound financial management decisions. These decisions are most successful when based upon past performance and future plans.
This process can be enhanced by following the advice of an investment bank which will assess the value of the company (the past) and proposed projects (the future).
Investment banks are experts at calculating what a business is worth.
They are also able to predict how that worth could be altered (i.e. what happens to the value of a company in a number of different scenarios and what those potential futures would mean financially).
This is invaluable to a management team that is considering one of several future plans.
It is much easier to make the right decision (to maximize shareholder value) once it is known what the likely outcomes will be (i.e. what that transaction will add to future shareholder value).
This valuation ability is generally used for the following purposes:
► To price a securities offering (i.e. what is the likely price and best time to sell company stocks and bonds)
► To measure the impact of any restructuring (i.e. selling off or down sizing existing business areas) or investment plans
► To set the value of a merger or acquisition (i.e. how much it would cost to “buy” a company)
Financial models* are constructed by investment banks to capture the most important fixed and variable financial components that could influence the overall value of a company.
These models, depending upon the proposed transaction, can be extremely complex with special variables being added for special areas (i.e. there are different financial factors to consider in different sectors, countries and markets when predicting or measuring a company’s value).
Investment Banking - Introduction
Investment Banking is all about adding value to existing businesses. It aims to achieve this goal in a number of different ways, but Investment Banking is perhaps best described as the discipline that helps businesses make the right financial and investment choices.
Companies are usually managed to maximize the shareholder value of the company. Of course, each business may have different short, medium or long-term views on how to maximize shareholder value. For example, one company may wish to increase its market share of a sector, even at the expense of short-term profits, while another company may wish to streamline its operations or concentrate on increasing its profit margins.
If the company’s management are not achieving this then somebody else will – be it the competition (and the business goes under) or some other party in the form of a takeover or a merger.
Thus the role of the investment bank is clear – its role is to aid the management of a company to maximize the company’s shareholder value.
Therefore today’s investment bank has to be a client driven organization, tailoring its expertise and product offerings to best meet and accomplish whatever financial and investment needs clients may have.
For this reason investment banking is constantly evolving and creating a range of (and in today’s diverse and competitive market – increasingly complex) solutions. These solutions are more commonly known as transactions or deals.
Investment banks will thus operate in a number of different areas and sectors, offering an equally diverse range of expertise and products.
Although by no means totally inclusive, investment banking is generally considered to relate to one of the following activities. It is important to note that several of these activities could be part of any one transaction or deal.
o Valuation
o Capital Structuring
o Mergers and Acquisitions
o New Issues (Equities and Debt)
o Financial Engineering
We will now take a closer look at these activities and outline the role that investment banking plays in each.
Market Analyst / Equity Research
A quick overview of the roots
If you have chosen the exciting world of stock markets among the career options you have, you'll never regret it. It is your door to fame, fortune and, above all, professional challenge. In a world that is shrinking in size due to information technology and blurring boundaries between nations, the stock market (or the equities market) is all set to grow in size.
A quick overview of the roots
The "company" form of organization changed the way the world did business. The company raised the capital required to do business by issuing financial instruments (or assets) called "equity shares" to the general public. Such a purchase of shares from the company itself is a "primary market" activity. Such a purchase did not tie the investor to the company forever because they could sell these shares in the "secondary market" (or in other words, the stock exchange) unlock their investments.
Purchase of equity shares in the market offered high returns to the investors. Apart from the dividend income that they received, the investors also made capital gains when the share prices shot up due to various reasons. Over and above these financial benefits, equity shares
also gave ownership and control of the company in the same proportion as the number of shares held.
These heavy returns do not come without associated risks. Good amount of subjectivity and ambiguity is involved in finding the true value of an equity share. This renders difficult, the decision regarding proper investment.
The emergence of professional research
Common man could not understand the nuances of stock market and equity valuation. Also, the concept of pooled funds like insurance funds, retirement funds and mutual funds required professional investment management. Consequently, the field of market analysis emerged and gave rise to finance professionals who excelled at valuation of such financial assets. Market analysts (a.k.a research analysts or equity researchers) work for various organizations like:
Investment Banks
Mutual funds
Financial Institutions
Stock Brokers
Financial newspapers
Financial websites
They can also work as Independent Financial Advisors to the affluent people who need professional expertise for managing their wealth.
As a market analyst one has to use various financial models, tools and techniques to arrive at simple decisions like buying or selling or standing still regarding the particular stock. If the research and analysis show that the stock price of a particular company may rise, you "go long" (buy it). If you have already bought it, you "hold" it. Alternatively, if the research indicates a possible downtrend in the stock price, you would immediately "go short" (sell it) so that you don't incur a loss (or reduced profit) at a later date. When once the decision is taken, there is absolutely no time to spare in implementing it.
The nature of work
Two basic approaches to equity research are the "fundamental analysis" and the "technical analysis." As a Fundamental analyst you would study the various factors that affect the stock prices. The analysis is done in the EIC (Economy-Industry-Company) format. First you study the economic factors like interest rates, inflation, national income, political factors etc. Then you study the particular industry to which the company belongs. It could be steel, cement, information technology, pharmaceuticals etc. Ultimately, the financial and other aspects of the particular company are studied.
As a technical analyst, you will study the price movements of the particular company's stock in the market. Technical analysts strongly believe that the price movements follow a trend and by identifying the trend, one can accurately predict the price that might occur in future. Technical analysts use financial tools with software support. One can be overawed by the terms and studies of a technical analyst when he/she explains the rationale behind the prediction.
General abilities
To become a successful analyst, one has to possess remarkable analytical, logical and interpretative skills; number crunching abilities; creativity in identifying the appropriate factors of study and high presence of mind. One should also be meticulous and hard working with high concentration powers. The work also involves hours of gazing at numbers, graphs and other figures, apart from the narrative information like corporate releases, CEO's talks and other sources of market data.
One should also possess skills to discriminate relevant information from the irrelevant and apply the relevant ones accordingly. Working long hours and an attitude for relentless search is essential. This also calls for high determination and perseverance.
Educational qualifications
To work as a market analyst, you would be required to do an MBA in Finance. Other qualifications include MA in Economics (Ivy League preferred). An ideal option would be to do the CFA (Chartered Financial Analyst) done from the ICFAI (Institute of Chartered Financial Analysts of India). Mathematical abilities and a background in accountancy are significant requirements. All these would come as effective complementary skills to a strong foundation in financial concepts.
As you can expect, the MBAs from the premier league enjoy high demand from the industry. They include the various branches of IIM; XLRI; XIM; Jamnalal Bajaj Institute of Management; NMIMS; FMS; BIM and Symbiosis Institute of Management.
Remuneration and Career Prospects
At the entry level the salary can range from Rs.1 lakah to Rs.5 lakhs per annum, depending upon the organization you are going to work for. It is quite common for the research analysts to get a huge performance linked bonus upon good analysis and research results. In due course, you might be handling funds worth several hundreds of crores of rupees and nominated as an asset manager, fund manager, portfolio manager or simply money manager.
For the more entrepreneurial among you, there is also a scope for starting your own investment advisory services firm or wealth management consultancy for High Networth Individuals. It is not uncommon for senior professionals of this field to earn anywhere between Rs.60 lakhs to Rs.5 crores per annum.