INTRODUCTION TO CAPITAL MARKETS AND INVESTMENT BANKING Giles began his career on the Stock Exchange floor at Big Bang in 1986 trading for NatWest markets Following this he joined Deutsche Bank and then Citigroup where he was Managing Director responsible for Energy trading ID: 628491
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Slide1
INSTRUCT
US MARKETS
n
avigating the financial world
INTRODUCTION
TO CAPITAL MARKETS AND INVESTMENT BANKINGSlide2
Giles began his career on the Stock Exchange floor at Big Bang in 1986, trading for Nat-West markets.
Following this he joined Deutsche Bank and then Citigroup where he was Managing Director responsible for Energy trading.
Alongside his main function as a senior equities trader, Giles has also had responsibility managing the relationship between markets and corporates.
Giles has been a regular speaker at the Citi
Investor Relations University and has delivered many successful corporate pitches.
Giles
johnstonSlide3
Graham began his career as a trader at Smith Barney
in 1996
before joining Citigroup as managing director
of European
Trading and subsequently Unicredit as Global Head
of Trading and Sales Trading.Graham was promoted to Managing Director at the age of 30, running a team of 50 and
a trading portfolio of $3bn.As well as delivering Instructus training courses in Capital Markets and Trading, Graham also runs a Pan-European fund for Trafalgar Capital, a global hedge fund.
Graham SmithSlide4
Terminology
Role and function of capital markets
Introduction to asset classes
Buy side and sell side activities
Investment Bank divisions
Roles within investment bank Operations Regulation and compliance
AgendaSlide5
Capital marketsSlide6
what are capital markets?Capital markets exist to allow companies to raise money by selling a part of their business to investors (equities) or to borrow money, through issuing debt (bonds)A market where a government can raise money (capital) to fund their operations.
The initial stage of raising this capital is called the primary market, prior to listing on an exchange The subsequent trading of these bonds or equities is known as the secondary marketModern day integrated investment banks are involved in both the primary and secondary marketsSlide7
The importance of capital marketsProvide an exit strategy for privately owned companies to realise their value
Provide an entry strategy for investors looking to benefit from a company’s growth and distribution of earnings Pension and investment funds receive an income through dividends, bond yields and capital appreciation, allowing them to pay pension holdersSlide8
Terminology Basis points:
1% is 100 basis points OTC: Over the counter: display prices but no firm commitment. Most bond markets Order driven market: where buyers and sellers display prices at which they would buy and sell assets Short position: Selling an asset that you don’t already own.
Primary: Capital raising Secondary:
Trading of listed assets IPO: Initial Public Offering, the listing of securities, selling to institutions and the public
ECM: Equity Capital Markets
DCM: Debt Capital MarketsSlide9
Order driven market
Source BloombergSlide10
Recent stock market history:
Traditionally, jobbers and market makers were the point of execution
Clients were obligated to place orders through brokers
Clients were predominantly pension funds, insurance companies and professional institutional investors
“Big Bang” in 1986 gave birth to the modern market: market makers, brokers and merchant banks merged into integrated investment banks
INTRODUCTION TO FINANCIAL MARKETSSlide11
Recent stock market history:
Significant capital injections
catalysed
explosive growth in trading volumes
Total levels of market risk rose exponentially
First stage of electronic trading allowed prices to be advertised on screens across banks
Early 1990’s market became order driven (spreads narrowed sharply) Investment banking margins therefore declined (volumes increased dramatically) Late 2000’s, direct market access offered to buy side clients
INTRODUCTION TO FINANCIAL MARKETSSlide12
The old stock exchange floorSlide13
Overview of the financial services industryKey participants of the primary market
Corporations: large and small, listed and unlisted companies Governments Asset managers/Private equity Advisory services of the investment banksSlide14
Overview of the financial services industryKey participants of the secondary markets
Asset managers (buy side) Pension funds Insurance firms Hedge funds Retail funds Investment funds
Private wealth management Private Equity Firms
Advisory and execution services (sell side) Investment banks
Brokers Slide15
Asset
classesSlide16
asset classes
Shares (Equities)
What are they?
Publicly listed companies traded on an exchange
Most listed shares traded via order driven market
Many pay dividends, FTSE 100 yields about 3.5%
Investment banks subdivide the market by market
capitalisation
Specific funds for smaller companies
Companies become public via an IPO (Facebook, Twitter and Royal Mail)
Twitter shares issued at $26, trade at $45 on first day of trading
This year has seen the largest number of IPO’s in the US since 2007
Free float is the percentage of shares floated at an IPO
Not necessarily listed in home market (Prada and
Alibaba
)
ADR’s (American Depositary Receipts)
LiquiditySlide17
Traded volume in a liquid stock
Source BloombergSlide18
Traded volume in an illiquid stock
Source BloombergSlide19
Volatility of a liquid stock
Source BloombergSlide20
Volatility of an illiquid stock
Source BloombergSlide21
Index weighting
Primary weightingsFTSE= miners, oil and gas, financialsDAX
= Industrials, consumers, financialsS&P= Tech but broad basedSlide22
asset
classes
Foreign Exchange
Currencies of countries
Traded in pairs, one against another
No income
Multinational companies hedge their currency exposure
Represents prospects of one country’s economy compared with another
Central bank intervention in FX markets (most recently Japan)
Currencies often affect the price of commodities
Each currency has its own risk profile
Highly liquid market, open 24hrs a day (apart from weekends)
Average daily volume is $5 trillionSlide23
GBP/USD
Source BloombergSlide24
asset
classes
Commodities
Either Hard (gold, silver, copper, oil)
Or
Soft
(tea, coffee, cocoa, sugar
)
Prices driven by supply and demand, and speculation
Trade in contracts, usually one month and lot size, e.g. 1 lot
=
1000 barrels
Gold is seen a hedge against inflation and a safe haven
Iron ore and copper: Industrial metals, affected by global growth
Oil can move on geopolitical factors and economic outlook as well as supply and demand, however US shale gas boom has had a significant impact on volatility
Armajaro
, recently sold to
Ecom
(soft) and
Glencore
Xstrata are two of the biggest participants. Slide25
asset classes: Gold
Commodities
Either Hard (gold, silver, copper, oil)
Or
Soft
(tea, coffee, cocoa, sugar
)
Tea prices have fallen 35% this year on bumper crop and Egyptian crisis
Prices driven by supply and demand, speculation and weather
Trade in contracts, usually one month and lot size, e.g. 1 lot
=
1000 barrels
Gold is seen a hedge against inflation and a safe haven
The cost of producing a troy ounce is $1200 for some miners
Iron ore and copper: Industrial metals, affected by global growth
Oil moves on political tension in Middle East as well as speculation and demand
Along with the major investment banks,
Armajaro
(soft) and
Glencore
Xstrata are two of the biggest participants. Slide26
Brent crude oil 1 year graph Source BloombergSlide27
asset
classes
Commodities
Physical operators, such as airlines, use commodity derivatives to hedge their exposure
Traditionally these derivatives were sold by investment banks
Post the financial crisis and the capital constraints some banks have pulled away from offering derivative hedges
Oil groups and utility companies have filled the gap. In 2008 oil and utility companies had approximately 5% market share, that has now grown to between 25% and 33%Slide28
asset
classes
Bonds (also known as Credit, Debt or Fixed income)
A debt issued with a fixed return (coupon) to the lender
Corporate or Sovereign (50-50 by value)
Predominantly traded OTC (US accounting for about 50%)
Goldman Sachs developing electronic trading platform
Yield of a bond represents the cost of borrowing (terms 1, 3, 5 and 10 years)
Higher the yield, the more expensive it is to borrow
Yield indicates the risk associated with that bond (higher yield, higher risk)
Yield moves inversely to the price of a bondSlide29
asset
classes
Bonds (also known as Credit, Debt or Fixed income)
Inverse
relationship between bond valuations and interest
rates
Allows corporates and sovereigns to ‘lock in’ interest rates for a defined period
We have seen a rush by US corporations to issue bonds ahead of possible Fed tapering
Verizon raises $50bn in bond market
Some countries have very high yields (Spain 10yr was at over 7% now 2.5%)
Safe haven countries are at record lows (German 10yr bund 0.9%)
Pimco
and Vanguard are two of the largest investors in bonds
Deutsche Bank is ranked Number 1 in fixed incomeSlide30
Spanish 10yr bond yield vs eurostoxx
50Source BloombergSlide31
asset
classes
Bond ratings
Three main companies rate sovereign and corporate bonds:
Moody’s
S&P (Standard and Poor’s)
Fitch
Rated from AAA (highest) to junk status (BBB-)
Each rating helps determine the level of risk associated with a bond
Highly rated bonds (AAA) will have the lowest yield and vice versa
Only four US companies have AAA, Microsoft, J&J, Exxon and ADP
Rating firms can also give an outlook that suggests which way the rating may move:
Positive, stable, negativeSlide32
asset
classes
ETF’s, CDO’s, and CDS’s
Exchange Traded Funds
: A security that tracks an index, a commodity or a basket of assets
Collateralised
Debt Obligation
: An asset backed security, usually backed by a collection of bonds, loans and other assets. Trades in tranches which will have different risk profiles and have coupons that represent that risk profile.
Credit Default Swaps
: Insurance against non-payment on a fixed income product. The buyer of the swap pays to protect against default, the seller of the swap pays out in the event of defaultSlide33
Buy side and sell side functionsSlide34
Buy Side
Investment Funds (focused on specific regions, sectors, designated risk profile: Fidelity)
Pension Funds (long term, low risk, income generating: British Airways Pension Fund)
Quantitative funds: investment decision based on computer modeling
Hedge Funds (shorter term, higher risk, highly leveraged portfolio trading: Moore Capital)
Private wealth management (broad based investment of private clients money) Most of the above have their own dealers Historically longer term and long only investors Receive fees according to AUM (1-2% management fee) Clients have a mandate (suggests risk profile of the client’s investments)
Buy side pays for services of the sell side, on an unbundled basis
Buy side
&
sell sideSlide35
Sell Side
Investment Banks and brokers (Goldman, JP Morgan,
Numis
)
Gateways to the market (execute orders on behalf of the buy side)
Commissions paid for research advice, distribution and execution services Traders execute orders from buy side institutions (agency or risk)
Capital Markets (IPO’s, Rights Issues, Placings) Trading/research/sales (in bonds, equities, commodities or FX) Deal with institutional clients (Fidelity, Legal & General, Moore Capital)
Buy side
&
sell sideSlide36
Technology
And InvestingSlide37
asset
classes
High Frequency Trading
Sophisticated computer technology using algorithms to trade securities at very high speed and volume
Proprietary trading strategies
US is the biggest market for HFT with Asian markets the smallest.
Very rapid turnover with positions often held for seconds
Highly active at times of rebalancing
No open positions at the end of the trading session
Arms race for fastest and closest computer (to exchange)
Debate as to the merits of HFT, distortion of volume
or improved liquidity
France is moving to ban HFT post ‘flash crash’ in the US
Italy introduces tax on HFT (2
nd
September)
Talk of ‘speed limits’ to make a more level playing fieldSlide38
Algorithmic Trading
Advanced computer programs that execute orders automatically, following predetermined instructions
Over 90% of all trading is transacted through a computer algorithm
Smart order routers designed to have market beating performance
Still requires human input and monitoring
Program trading makes up about 30% of the NYSE daily volume
Many strategies including Volume Weighted Average Price (VWAP), Time Weighted Average Price (TWAP) and percentage of volume (POV)Constantly updating and improving to try and prevent ‘gaming’
technologySlide39
technology
Dark Pools
Dark pools: Hidden liquidity usually traded off exchange through crossing networks
Originally designed for the anonymous trading of large blocks of stock between institutions
Dark liquidity now makes up approximately 7% of total volume
Average trade size now only 200 shares
Several exchanges are trying to limit the amount of business transacted in dark pools
Hidden liquidity on exchange: Iceberg orders that show only a small percentage of the total order and hidden ordersSlide40
Direct Market Access: DMA
The ability of buy side dealers to access the market through a sell side firm’s trading platform without any direct contact,
eg
. Blackrock using Citi’s systems.
Nomura bought Instinet in 2006 opening the way for buy side firms to be able to work their own orders rather than relying on the investment banks to trade for them
The client still pays the sell side a commission for using their technology, but at a vastly reduced rate
There are numerous advantages for the buy side institutions:Cost of executionSpeed of executionAnonymity
Buy side technologySlide41
Investment bank
Divisions Slide42
Investment Bank Divisions
Two Principal Activities: Primary and Secondary
Capital markets, corporate advisory and mergers and acquisitions
Fees are usually paid on a deal basis as a percentage of value (some clients pay a retainer)
Markets division, research, sales and trading
Revenue generated through commission and trading (some clients will pay for research by
cheque
)Slide43
Investment Bank Divisions
Capital Markets: Primary
Capital markets split into both equity and debt (ECM & DCM)
Provide advice and product solutions for equity and debt capital raising;
IPO’s
Bond issues
Capital Increases (Rights issues)
Convertible bonds
Private placements (Barclays)Slide44
Investment Bank Divisions
Capital Markets: Primary
Initial Public Offering (IPO)
Senior management of the corporate (for example
Moncler
and their private equity partners) meet with Capital Markets teams
Ensure
underwriting firms are in place (syndicate of banks
)
Liaise with bank’s sales team and buy side community to determine demand (roadshows) Allocate those shares to clients at the issue price Speak with traders responsible for the Green ShoeSlide45
Investment Bank DivisionsSlide46
Investment Bank Divisions
Capital Markets: Primary
S
econdary
listings (Rights Issues
)
Issuance of new shares to existing shareholders
Shareholders have the right but not the obligation to take up the rights Rights are offered to existing shareholders on a pro rata basis (i.e. 2:1) Underwriters in place Convertible Bonds Issuing debt in the form of a bond (raise capital) Bonds are convertible to stock (equity) at a predetermined price Offers a coupon of lower yield as risk is lessened by its convertible nature
Cheap way of raising finance for the issuerSlide47
Investment Bank Divisions
Capital raising by Barclays
£5.8 billion rights issue
£2 billion convertible bond
Fourth largest rights issue by a UK bank
Terms of issue: 1 for 4 at £1.85 (40% discount to closing price)
To strengthen their balance sheet in line with Prudential Regulation Authority stipulations
£12.8 billion shortfall
Cutting assets by £60-80 billion
Four investment banks handling the issue: Citi, Deutsche Bank, Credit Suisse and Bank of America Merrill Lynch Slide48
Investment Bank Divisions
Advisory Departments:
Corporate finance
:
Raising and managing financing for bank’s corporate clients
Budgeting and financing new projects and developments (large capital intensive projects)
Funded either through debt or equity (ECM or DCM involved)
Both long and short term focused (cash, projects, dividends, debt refinancing
etc
) Helps maintain a relationship between the bank and its corporate clientsSlide49
Investment Bank Divisions
Advisory Departments:
M&A
:
Responsible for the merger or takeover process between two corporate parties: for example Pfizer’s approach to AstraZeneca (tax inversion deal)
Most recent UK approach is Microchip (US) for CSR (UK)
Work with corporate finance to manage the funding of this process
Funding either through cash, equity or debt
Undertake high level of due diligence (nb:Autonomy and Hewlett Packard) Last week $100bn of deals fell through (huge loss of fees) Work behind Chinese Wall from other departments Party to price sensitive informationSlide50
Chinese wallsSlide51
Importance of Chinese walls A virtual and sometimes physical barrier between departments Used to prevent the dissemination of price sensitive information within a firm
Is a criminal act to pass on or knowingly act on price sensitive information How do you determine what is and isn’t price sensitive information? To which departments is this most relevant?Steve Cohen of SAC partners fined $1.8bn and banned from managing external investments after pleading guilty to insider trading, possible criminal case to follow.Slide52
Investment Bank Divisions
Advisory Departments:
Corporate finance
:
Vodafone to sell it’s Verizon stake for $130bn
The transaction will be the 3
rd
largest M&A deal ever
Most of the proceeds to be returned to shareholders Verizon’s bankers, including JP Morgan, Morgan Stanley and BoA Merrill Lynch are set to underwrite over $60bn in debt to finance the deal The disposal will be largely tax free as it involves selling a stake in a US domestic to a domestic buyerSlide53
Prime brokerage
Investment bank (sell side) service to Hedge Funds (buy side)
Prime
Broker holds
positions (shares)
on behalf of the
client
Usually trades
via CFD (Contract for Difference
) Tax efficient means of operating Provide centralised clearing facility Provide the opportunity to borrow stock (to fulfill obligations on short positions) Offer access to leverage Can offer a sales trading service to their clients (market advice and insight)Slide54
Research
Analysing
companies within sectors and regions
Large reliance on models within research coverage
Provide a recommendation on assets covered (buy, hold, sell)
All published material is vetted by compliance Research analysts ranked by external surveys of clients (Extel
)
CFA exam a likely requisite for an analyst role
Sales & Specialist Research Sales Generalist sales people will market all ideas to clients Specialist sales promote specific sectors All sales executives tailor research advice to meet client needs
Roles within capital marketsSlide55
Rio analyst recommendations
Source BloombergSlide56
Sales Trading
Provide
timely and pertinent information, ideas, advice and support to
clients
Speak to the dealing desk of the client
Backing
of the banks capital base
Close working relationship with sales and trading
Source liquidityTrading Agency and Market Making Proprietary and Special Situation Trading AE, Algorithm, Program Trading Liquidity, risk management and commission retention
Roles within capital markets Slide57
Delta 1
Delta 1 products are a type of derivative
These products move in a very similar way to the underlying asset (almost exactly)
The SPDR (know as spider) is an EFT of the S&P index
Structured products that can be
customised
to suit client needs
Use fairly large amounts of capital but generally profitable
HFT active in this area Enable banks to take risk (not bound by the same regulation as the rest of trading) High prolife losses such as at UBS and Soc Gen
Roles within capital markets Slide58
Private equity
& venture capitalSlide59
roles within Finance: Private equityPrivate equity firms raise funds to acquire a controlling or substantial stake in a company, then look to maximize the value of that investment.
Will usually have a spread of investments to mitigate risk.They will receive a management fee and also a percentage of any profitsValue can be created in various ways;Change the strategy: strengthen the management team
Capital expenditure/investmentLowering the cost of capital
Growth through mergers and acquisitionsSlide60
roles within Finance: Private equityPrivate equity investments are long term (usually at least 5 years)
Exit strategiesInitial Public Offering (Eurozeo sells half its stake in Moncler at float)Trade sale (M&A) either for cash or equity in acquirer ( 65% of deals in 2012)Recapitalisation
: Pay cash distribution from cash flow or raise debt to finance distribution
The largest private equity firms include:
TPG The Carlyle Group Blackstone
Silver Lake (recently part of the Dell deal) KKR
Terra Firma (European)Slide61
roles within Finance: venture capitalVenture capital firms are similar to private equity but usually invest at an earlier stage of a company’s development and don’
t necessarily have a controlling stake or board representation.A broad spread of investments as early stage investment does have a high failure rate.VC’s are frequently providers of seed funding to early-stage firms (which might struggle to raise capital elsewhere)Invest cash in exchange for an equity stake
Exit strategy is usually through trade sale or IPOSummly bought by Yahoo for $30mnSlide62
operationsSlide63
Roles WITHIN OPERATIONS
Operations: middle office (usually based on the trading floor)
Confirmation of order execution
Allocation of assets to client funds
Price and quantity reconciliation
Confirmation with client T+1 (1 day)
Maintaining detailed records of transactions
Corporate
action: dividends, rights issues, share consolidation, buy-
ins
Relationship management with trading counterparts
Ensuring the integrity of the bank’s trading positions and P&LSlide64
Roles WITHIN OPERATIONS
Operations: middle office
Liaise with the banks treasury department to ensure sufficient funding is available for warehoused positions and trading inventory
In an era of contraction of commission revenue it is vital that middle office operations are as efficient as possible
Recently we have seen many buy side institutions merge their fixed income and equities middle office operations Slide65
Life cycle of a tradeSlide66
Roles within OPERATIONS
Compliance
The role of the compliance department is protect the firm and employees against breaches of codes and ethics, covering topics such as:
KYC: ‘Know Your Customer’
Bribery Act
Anti-money laundering legislation
Market abuse
Conflict of interest
Insider trading
With increased levels of regulation compliance is one of the fastest growing divisions within the financial services sector.Slide67
Think smart : Outside the box
Consider smaller investment banks and brokers
Macquarie: Provides advice, capital raising, fund management, research, sales and trading (Australian)
Mirabaud
: Similar services to the above. Based in London, with Swiss parent.
Brewin
Dolphin: One of the UK’s largest independent private client stockbrokers with £26bn under management and 40 UK offices.
Numis
: A leading small and mid cap institutional stockbroker based in London and New York.
Redburn
: Europe’s largest independent equities broker, producing conflict-free institutional research.Slide68
Think smart : Outside the box
Global Transaction Services (within investment banks)
Strategic advice on custody, settlement, securities infrastructure and emerging markets
White label products used by other financial institutions
Fast growing business (Citi has 22,000 employees in 100 countries)
Very profitable
Can be used as stepping stone (Tom)Slide69
RegulationHighly regulated environment Basel III (capital requirements)
Dodd Frank Volcker Rule (Proprietary trading) Financial Transaction Tax (since its introduction in March Italy has seen a significant reduction in trading volume on its exchange)Increasing political and regulatory intervention within the industry to mitigate risk of bank failureSlide70
Think smart : Outside the box
Technology
Technology plays such a vital role with financial services
Constantly evolving and improving
Part of the front office infrastructure
Many senior executives have progressed from IT rolesSlide71
Think smart : Outside the box
Maximise
your chances by considering large companies outside finance
Big corporations with foreign exchange flows and borrowing requirements
Big enough to have a treasury department. This department will be responsible for lines of credit, bond issuance and foreign exchange trading
For example truly international companies: BP, Royal Dutch Shell,
Inditex
, Vodafone, BASF, BMW
Most large European listed companies. Slide72
Think smart : Outside the box
European Merger and Acquisitions
US Investment banks dominate the largest transactions, leading firms include JP Morgan, Morgan Stanley and Goldman Sachs
Smaller deals of $500m and under are less dominated by the investment banks. Consultants firms PwC and KPMG and merchant banks such as Rothschild are very active in this area
Slide73
The
Future of the industrySlide74
the future With new technology and the failures of risk management being the biggest themes of the past decade, what will be the next chapter in the permanent revolution? Corporate activity and M&A
IPO market Return of leveraged buyouts and private equity deals Asset managers fees Banks risk profile/liquidity
Bond markets becoming order driven Regulation
Expansion of graduate programs back to pre crisis levelsSlide75
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