Raising Capital in Global Financial Markets

Transcription

1 Raising Capital in Global Financial Markets Fall 2011

2 Introduction Capital markets facilitate te issuance and subsequent trade of financial securities. Te financial securities are generally stock and bonds used by companies and te government to raise funds and pension funds, edge funds etc. to invest funds. Financial regulators (e.g., te SEC in te U.S., CSA or OSC in Canada, SFC in Hong Kong etc.) oversee capital markets to ensure investors are protected wen buying/selling financial securities. Most regulations require disclosure to ensure investors ave te information tey require wen making decisions about te security.

3 Current Events Recent eadlines: Investors Scrutinize German Lenders Holdings for Exposure to Greek Debt Sares Buoyed by US Data and Eurozone Hopes Decoupling Decoupled Banks Face New European Stress Tests Firms need money to expand and implement teir business strategies. Wat appens wen counterparties lose confidence in eac oter? Wat are te rigts and responsibilities of regulators? Governments? Executives?

4 History: Development of a Stock Excange Until te mid-1800s, businesses and governments in Canada primarily accessed capital from European capital markets. In 1852, several Toronto businessmen periodically met to excange sares, bonds, mortgages and oter loans. In 1861, twenty-four businessmen met at te Masonic Hall to create te Toronto Stock Excange. To trade individuals ad to be members. Fewer tan two dozen companies were listed. Trading was limited to alf-our sessions and only two or tree transactions occurred per day. In 1878 it moved to its first permanent location and started to expand its membersip.

5 More Recent Market Developments Altoug firms ave raised capital globally for centuries, until te 1980 s te majority was debt. During Roman times, te empire contracted out many of its services to private groups wo ad sares tat were traded trougout te empire. Since mid-evil times, te Dutc East India Company was te first multinational in te world and te first company to issue stock as we know it in Te degree of international capital raising canged wen Britis institutional investors were allowed to ave more foreign content in teir portfolios in te early 1980 s. US and Japanese investors followed sortly tereafter.

6 Wy Go Global? Te value of diversification Smoot out unsystematic risk events (coming from a wide variety of sources). Overcome differences in valuation (i.e., market saturation). Types of diversification Asset classes: Bonds, Commodities, Equities, Real Estate Location: Domestic, International (bot developed and emerging markets) Financial innovation. Risks / Returns Volatility. Information availability and reliability. Liquidity.

7 Wy Go Global? Raising Capital Example Bell Canada Enterprises Since 1975 its sares traded on bot Canadian and non- Canadian excanges. It establised an international reputation by listing on te NYSE and six European stock excanges. In 1983 it issued new sares on te TSE, NYSE and European excanges: a "trailblazing new concept. It used tree underwriting syndicates (Canada, US and Europe) Wy do tis, it ad access to sufficient capital in Canada? It eigtened Bell Canada's visibility in Europe as te firm's largest subsidiary, Nortern Telecom, was pusing into te Britis telepone switcing market.

8 Summary: Wy Go Global? Increased size of potential capital. Lower costs due to te potential segmentation across markets and saturation of domestic markets. Diversification and management of country risk (and associated economic risks). Modify foreign excange risk. Increased global recognition. Tax reduction/avoidance.

9 Financing Strategies: General Rules Coose te corporate financing strategy tat: 1. Minimizes te expected after-tax cost of financing te project, and 2. Maintains te level of different types of risk witin acceptable levels. Tese effects may be more difficult to assess in an international setting, but also more opportunities: Institutional and regulatory differences Tax laws differ across countries Political risks, cultural risks, etc.

10 Global Financing Options Equity Financing: Cross-listing e.g. a Israeli firm on te NYSE Global Depositary Receipts e.g. ADR s Euro-equity market Debt Financing: Foreign bank loans Foreign bonds e.g. Yankee Bonds Euromarket bonds e.g. EuroYen bonds Derivatives: Using futures, options or swaps to cange casflows and tus economic exposure.

11 Major Global Financial Centres PRIMARY: NEW YORK LONDON TOKYO SECONDARY: FRANKFURT ZURICH LUXEMBURG HONG KONG PARIS SINGAPORE TORONTO

12 World Stock Market Capitalization Asia 5% Oter 7% 1970 Europe 22% USA 66% Asia 20% Oter 7% 2000 USA 43% Europe 30%

13 Stock Market Capitalizations ,000,000 New York 20,000,000 London Toronto 15,000,000 Frankfurt Zuric 10,000,000 Hong Kong 5,000, Source: World Federation of Excanges

14 Non-Domestic Equity 30% 25% 20% Percentage of Foreign Sares on Different International Excanges New York London Tokyo Toronto 15% 10% % 0%

15 International Equity Issues (billions USD) All countries Developed countries Developing countries Source: Bank for International Settlements

16 International Debt Issues (billions USD) 35,000 30,000 All countries Developed countries 25,000 Developing countries 20,000 15,000 10,000 5, Source: Bank for International Settlements

17 International Equity: Cross-listing To list sares on a foreign excange companies must: 1. Qualify for listing according to te standards set for overseas companies by te excanges. For te NYSE foreign firms must ave a pre-tax income of over $25M (for domestic firms it is only $2.5M), and a market value of publicly eld sares of over $100M ($40M for US) Arrange same settlement facilities as domestic issuers. 2. Register wit te local securities commission terefore tey must conform to local GAAP etc. and pay te necessary fees. Note: Canadian and Israeli companies can list teir sares on te US excanges like US companies.

18 Wy Crosslist? 1. Improves te liquidity of your sares. 2. Helps overcome mispricings due to illiquid capital markets, governance concerns or market segmentation. 3. Increases visibility in foreign markets. 4. Establises a market for sares to perform transactions suc as acquisitions in te ost market. 5. Establises a secondary market to compensate management and employees of subsidiaries in te foreign country.

19 International Equity: Depositary Receipts An alternative to overseas listings are Depositary Receipts (DR). DR s are negotiable certificates representing ownersip of sares Tey represent ownersip of a specific number of underlying sares eld in trust at a custodian bank. American Depositary Receipts (ADR s) were first developed by JP Morgan in 1927 to allow Americans to invest in te Britis retailer Selfridge & Co. Since it was conceived and primarily used in te US, ADRs are te best known. Tey allow non-u.s. companies to offer and trade teir sares in te U.S. Increasing use of Global Depositary Receipts (GDR s). Indian firms represent te largest number of DRs. Tere are now also Hong Kong Depositary Receipts, Indian Depositary Receipts,

20 Trading of (American) Depositary Receipts Sares Sares eld on deposit at custodial bank Receipts Publicly traded firm outside of US Receipts traded by US investors Sares Sares traded on local stock excange Sares or receipts traded by US investors (arbitragers)

21 International Equity: ADR (cont d) Depositary banks old te securities in te country of origin and convert all dividends and oter payments into US dollars. US investors bear all of te currency risk and pay fees to te depositary bank for teir services. Usually pre-existing sares tat are just eld at te depositary bank and te ADR trades as its proxy on te US excange. Advantages: Cost efficiency, trade execution in US, avoids foreign investor exclusion laws, avoids unusual foreign market practices, visibility in te US Disadvantages: information risk foreign firms may be less transparent and may ave less or no US analyst coverage. currency risk, political risk.

22 International Equity: ADR (cont d) Unsponsored ADR s te non-us sares are offered to US investors witout te firm s active participation (e.g., Selfridge). Rule amendments in October 2008 renewed interest in setting tese up. Sponsored ADR s te firm approaces a depositary bank to manage teir sares in te U.S. Tey ave to, at least partially, reconcile to US GAAP. Sponsored ADR s can range from: Level 1: trade OTC wit limited disclosure (over 75% in quantity) Level 2 & 3: trade on excanges. More disclosure required. Rule 144A

23 Number of DR programs ADR - Sponsored 3,000 ADR - Unsponsored GDR 2,500 2,000 1,500 1,

24 New Capital Raised by DR s (in billions of USD) 60 ADR 50 GDR

25 Indian Depositary Receipt: An Example Standard Cartered plc was te first foreign company to ave publicly elicited interest in making an IDR issue in India. Te company is already listed on te London and Hong Kong stock Excanges. Neeraj Swaroop, CEO - Sout Asia at Standard Cartered Bank, said tat te decision to list in India troug an Indian depository receipts (IDR) issue, was not about raising capital but rater about sending a message of commitment to India. Te IDRs opened at te Bombay Stock Excange and National Stock Excange on June 11, 2010.

26 International Equity: Euroequity Euro-equity are sares issued outside te firm s ome country and distributed to investors by a syndicate of international banks (i.e., not traded on an excange). Usually tere is a portion issued in te ome country simultaneously. Te Euro portion is not subject to regulatory approval. Because of te domestic component, te issue is still regulated (ome market rules). Most sares are eventually sold back in te ome market after te mandatory olding period ( flowback )

27 Global Equity Offering ADR Ordinary Sares Euro-equity

28 Foreign Bonds International or foreign bonds are: 1. Issued under te regulations of a specific country, 2. Denominated in te currency of tat country, but 3. Te issuer is a non-resident. Examples: USD obligations of non-us firms tat are underwritten and issued in te US are called Yankee bonds. Yen obligations of non-japanese firms underwritten and issued in Japan are called Samurai bonds. Britis Pound Sterling obligations of non-uk firms tat are underwritten and issued in te UK are called Bulldog bonds.

29 International Bond Markets Japan Oter markets Total Bonds Outstanding Euro Area United States International Issuers of Outstanding Bonds Corporate Government Source: IMF Financial Institutions

30 Eurobonds History of te Euromarket Developed after World War II based on te need to old deposits in foreign currencies, especially U.S. dollars, in different locations (e.g. outside te US). Tese deposits are free from regulations suc as interest rate ceilings, reserve requirements and deposit-insurance requirements since te currency is eld outside its ome country Tis market really took off wit te floating of excange rates in te early 1970 s. Investors can coose from overnigt Eurocurrency deposits to 50 year Eurobonds.

31 Euromarket Tools Eurobonds and Euronotes Bonds tat are similar to a domestic-bond issue except tat tey are issued outside te jurisdiction of te country of te currency of te bond. Eurocommercial paper Similar to domestic commercial paper (sort-term unsecured notes issued by corporations), except tat it is only sold outside te jurisdiction of te country of te currency of issue. Issuers are generally large American or European organizations.

32 Euromarket: Example US$ Yen Domestic US Bank Deposit Japanese Bank Deposit US T-Bills and T-Bonds Japanese Government Bonds US Corporate Bonds Japanese Corporate Bonds US Regulation Japanese Regulation Offsore Euro-$ Deposit Euro-Yen Deposit Euro-$ Bond Euro-Yen Bond (corporate and sovereign) (corporate and sovereign) BIS General Guidelines BIS General Guidelines

33 Euromarket Attractions Large capital base (arguably te largest in te world). May be lower cost for some firms - fewer registration and disclosure requirements, fewer fees. Can issue in different currencies to edge foreign excange exposure. Fewer restrictions because not issued in a specific market: Foreign bonds listed on a specific market must meet tat market s restrictions. Bonds in US need to be rated, not always te case in te Euromarkets. However, tis imposes oter restrictions.

34 Euronote Spreads vs Domestic Spreads

35 Derivatives As global investment as increased, te market as developed tools to increase access to capital and mitigate te associated risks tat not all investors and firms want to be exposed to: Interest rate risk Currency and interest rate swaps (credit default swaps?) Foreign Excange Risk Currency forwards, options and swaps Political risk Political risk insurance

36 Occasions Requiring Foreign Capital Cross-border ventures International joint ventures International mergers or acquisitions Foreign spin-offs or divestitures As an aside: Wy did McDonalds issue an RMB bond in Hong Kong in August 2010?

37 Determining Were to Raise Capital

38 Oter Factors: Country Risk Ratings

39 Summary Global markets offer CFO a wide range of funding opportunities: Usual funding issues: Availability Cost Degree of leverage Interest coverage Control considerations Added considerations: Political risk Coice of currency Hedging requirements Institutional differences