Investment Banking
Investment banking, or I-banking, as it is often
called, is the term used to describe the business of raising capital for
companies and advising them on financing and merger alternatives. Capital
essentially means money. Companies need cash in order to grow and expand their
businesses;
investment banks sell securities to public
investors in order to raise this cash.
The biggest investment banks include Goldman
Sachs, Merrill Lynch, Morgan Stanley, Credit Suisse First Boston, Citigroup’s
Global Corporate Investment Bank, JPMorgan Chase and Lehman Brothers, among
others.
Generally, the breakdown of an investment bank
includes the following areas:
·
Corporate
Finance (equity)
·
Corporate
Finance (debt)
·
Mergers
& Acquisitions (M&A)
·
Equity
Sales
·
Fixed
Income Sales
·
Syndicate
(equity)
·
Syndicate
(debt)
·
Equity
Trading
·
Fixed
Income Trading
·
Equity
Research
·
Fixed
Income Research
Corporate finance
The bread and butter of a traditional investment
bank, corporate finance generally performs two different functions: 1) Mergers
and acquisitions advisory and 2) Underwriting. On the mergers and acquisitions
(M&A) advising side of corporate finance, bankers assist in negotiating and
structuring a merger between two companies. If, for example, a company wants to
buy another firm, then an investment bank will help finalize the purchase
price, structure the deal, and generally ensure a smooth transaction. The underwriting function within
corporate finance involves shepherding the process of raising capital for a
company. In the investment banking world, capital can be raised by selling
either stocks or bonds (as well as some more exotic securities) to investors.
Sales
Sales is another core component of any investment
bank. Salespeople take the form of: 1) the classic retail broker, 2) the
institutional salesperson, or 3) the private client service representative.
Retail brokers develop
relationships with individual investors and sell
stocks and stock advice to the average Joe. Institutional salespeople develop
business relationships with large institutional investors. Institutional
investors are those who
manage large groups of assets, for example pension
funds, mutual funds, or large corporations. Private Client Service (PCS)
representatives lie somewhere between retail brokers and institutional
salespeople, providing
brokerage and money management services for
extremely wealthy individuals. Salespeople make money through commissions on
trades made through their firms or, increasingly, as a percentage of their clients’
assets with the firm.
Trading
Traders also provide a vital role for the
investment bank. In general, traders facilitate the buying and selling of
stocks, bonds, and other securities such as currencies and futures, either by
carrying an inventory of securities for
sale or by executing a given trade for a client. A
trader plays two distinct roles for an investment bank:
(1) Providing liquidity: Traders provide liquidity to the firm’s clients
(that is, providing clients with the ability to buy or sell a security on
demand). Traders so this by standing ready to immediately buy the client’s
securities (for sell securities to the client) if
the client needs to place a trade quickly. This is also called making a market,
or acting as a market maker. Traders performing this function make money for
the firm by selling securities at a slightly higher price than they pay for
them. This price differential is known as the bid-ask spread. (The bid price at
any given time is the price at which customers can sell a security, which is usually
slightly lower than the ask price, which is the price at which customers can
buy the same security.)
(2) Proprietary trading: In addition to providing liquidity and executing
traders for the firm’s customers, traders also may take their own trading positions
on behalf of the firm, using the firm’s capital hoping to benefit
from the rise or fall in the price of securities.
This is called proprietary trading. Typically, the marketing-making function
and the proprietary trading function is performed by the same trader for any
given security. For example, Morgan Stanley’s Five Year Treasury Note trader
will typically both make a market in the 5-Year Note as well as take trading positions in the 5-Year Note for Morgan
Stanley’s own account.
Research
Research analysts follow stocks and bonds and make
recommendations on whether to buy, sell, or hold those securities. They also
forecast companies’ future earnings. Stock analysts (known as equity analysts)
typically focus on one industry and will cover up to 20 companies’ stocks at
any given time. Some research analysts work on the fixed income side and will
cover a particular segment, such as a particular industry’s high yield bonds.
Salespeople within the I-bank utilize research
published by analysts to convince their clients to buy or sell securities
through their firm. Corporate finance bankers rely on research analysts to be
experts in the industry in
which they are working. Reputable research
analysts can generate substantial corporate finance business for their firm as
well as substantial trading activity,
and thus are an integral part of any investment bank.
Syndicate
The hub of the investment banking wheel, the
syndicate group provides a vital link between salespeople and corporate finance.
Syndicate exists to facilitate the placing of securities in a public offering,
a knock-down dragout affair between and among buyers of offerings and the
investment banks managing the process. In a corporate or municipal debt deal,
syndicate also determines the allocation of bonds.
Commercial Banking
vs. Investment Banking
While regulation has changed the businesses in
which commercial and investment banks may now participate, the core aspects of
these different businesses remain intact. In other words, the difference
between how a
typical investment bank and a typical commercial
operate bank can be simplified: A commercial bank takes deposits for checking
and savings accounts from consumers while an investment bank does not.
Commercial banks
A commercial bank may legally take deposits for checking and savings accounts from
consumers. The federal government provides insurance guarantees on these
deposits through the Federal Deposit Insurance Corporation (the FDIC), on
amounts up to $100,000. To get FDIC guarantees, commercial banks must follow a
myriad of regulations. The typical commercial banking process is fairly
straightforward. You deposit money into your bank, and the bank loans that
money to consumers and companies in need of capital (cash). You borrow to buy a
house, finance a car, or finance an addition to your home. Companies borrow to
finance the growth of their company or meet immediate cash needs. Companies
that borrow from commercial banks can range in size from the dry cleaner on the
corner to a multinational conglomerate. The commercial bank generates a profit
by paying depositors a lower interest rate than the bank charges on loans.
Investment banks
An investment bank operates differently. An investment bank does not have an inventory of cash deposits to
lend as a commercial bank does. In essence, an investment bank acts as an
intermediary, and matches sellers of
stocks and bonds with buyers of stocks and bonds.
Private Debt vs. Bonds
– An Example
Let’s look at an example to illustrate the
difference between private debt and bonds. Suppose Acme Cleaning
Company needs capital, and estimates its need to be $200 million. Acme could
obtain a commercial bank loan from Bank of New York for the entire $200
million, and pay interest on that loan just like you would pay on a $2,000
personal finance loan from Bank of New York. Alternately, it could sell bonds publicly
using an investment bank such as Merrill Lynch. The $200 million bond issue
raised by Merrill would be broken into many smaller bonds and then sold to the
public. (For example, the issue could be broken into 200,000 bonds, each worth
$1,000.) Once sold, the company receives its $200 million (less Merrill’s fees)
and investors receive bonds worth a total of the same amount.
Over time, the investors in the bond offering
receive coupon payments (the interest), and ultimately the principal (the
original $1,000) at the end of the life of the loan, when Acme Corp buys back
the bonds (retires the bonds). Thus, we see that in a bond offering, while the
money is still loaned to Acme, it is actually loaned by numerous investors,
rather than from a single bank.
Because the investment bank involved in the
offering does not own the bonds but merely placed them with investors at the
outset, it earns no interest – the bondholders earn this interest in the form
of regular coupon payments. The investment bank makes money by charging the
client (in this case, Acme) a small percentage of the transaction upon its
completion. Investment banks call this upfront fee the “underwriting discount.”
In contrast, a commercial bank making a loan actually receives the interest and
simultaneously owns the debt.
The Buy-Side vs. the
Sell-Side
The traditional investment banking world is
considered the “sell-side” of the securities industry. Why? Investment
banks create stocks and bonds, and sell these securities to investors. Sell is
the key word, as I-banks continually sell their firms’ capabilities to generate
corporate finance business, and salespeople sell securities to generate
commission revenue. Who are the buyers (“buy-side”) of
public stocks and bonds? They are individual investors (you and me) and
institutional investors, firms like Fidelity and Vanguard, and organizations
like Harvard University and state and coporate
pension funds. The universe of institutional investors is appropriately called
the buy-side of the securities industry.
Fidelity, T. Rowe Price, Janus and other mutual
fund companies now represent a large portion of the buy-side business. Insurance
companies like Prudential and Northwestern Mutual also manage large blocks of
assets
and are another segment of the buy-side. Yet
another class of buy-side firms manage pension fund assets – frequently, a
company’s pension assets will be given to a specialty buy-side firm that can
better manage the funds and hopefully generate higher returns than the company
itself could have. There is substantial overlap among these money managers –
some, such as Putnam and T. Rowe, manage both mutual funds for individuals as
well as pension fund assets of large corporations.
Big-cap and small-cap
At a basic level, market capitalization or market
cap represents the company’s value according to the market, and is calculated
by multiplying the total number of shares by share price. (This is the equity
value of the
company.) Companies and their stocks tend to be
categorized into three broad categories: big-cap, mid-cap and small-cap.
While there are no hard and fast rules, generally
speaking, a company with a market cap greater than $5 billion will be
classified as a big-cap stock. These companies tend to be established, mature
companies, although with
some IPOs rising rapidly, this is not necessarily
the case. Sometimes huge companies with $25 billion and greater market caps,
for example, GE and Microsoft, are called mega-cap stocks. Small-cap stocks
tend to be riskier, but are also often the faster growing companies. Roughly
speaking, a small-cap stock includes those companies with market caps less than
$1 billion. And as one might expect, the stocks in between $1 billion and $5
billion are referred to as mid-cap stocks.
What moves the stock
market?
Not surprisingly, the factors that most influence
the broader stock market are economic in nature. Among equities, corporate
profits and the interest rates are king.
Corporate profits: When Gross Domestic Product slows substantially,
market investors fear a recession and a drop in corporate profits. And if
economic conditions worsen and the market enters a recession, many
companies will face reduced demand for their
products, company earnings will be hurt, and hence equity (stock) prices will
decline. Thus, when the GDP suffers, so does the stock market.
Interest rates: When the Consumer Price Index heats up, investors
fear inflation. Inflation fears trigger a different chain of events than
fears of recession. Most importantly, inflation will cause interest rates to
rise.
Companies with debt will be forced to pay higher
interest rates on existing debt, thereby reducing earnings (and earnings per
share). And compounding the problem, because inflation fears cause interest
rates to rise, higher rates will make investments other than stocks more
attractive from the investor’s perspective. Why would an investor purchase a
stock that may only earn 8 percent (and carries substantial risk), when lower
risk CD’s and government bonds offer similar yields with less risk? These
inflation fears are known as capital allocations in the market (whether
investors are putting money into stocks vs. bonds), which can substantially
impact stock and bond prices. Investors typically re-allocate funds from stocks
to low-risk bonds when the economy experiences a slowdown and vice versa when
the opposite occurs.
What moves individual stocks?
When it comes to individual stocks, it’s all about
earnings, earnings, earnings. No other measure even compares to earnings per share (EPS) when it comes to an individual stock’s
price. Every quarter, public companies must report EPS figures, and
stockholders wait with bated breath, ready to compare the actual EPS figure
with the EPS estimates set by Wall Street research analysts. For instance, if a
company reports $1.00 EPS for a quarter, but the market had anticipated EPS of
$1.20, then the stock will almost certainly be dramatically hit in the market
the next trading day. Conversely, a company that beats its estimates will
typically rally in the markets.
It is important to note at this point, that in the
frenzied Internet stock market of 1999 and early 2000, investors did not show
the traditional focus on nearterm earnings. It was acceptable for these
companies to operate at a loss for a year or more, because these companies,
investors hoped, would achieve long term future earnings. However, when the
markets turned in the spring of 2000 investors began to expect even “new
economy” companies to demonstrate more
substantial near-term earnings capacity. The market does not care about last
year’s earnings or even last quarter’s earnings. What matters most is what will
happen in the near future. Investors maintain a tough, “what have you done for
me lately” attitude, and forgive slowly a company that consistently fails to
meet analysts’ estimates (“misses its numbers”).
Stock Valuation
Measures and Ratios:
P/E ratio
You can’t go far into a discussion about the stock
market without hearing about the all-important price to earnings ratio, or P/E ratio. By definition, a P/E ratio equals
the stock price divided by the earnings per share. In
usage, investors use the P/E ratio to indicate how
cheap or expensive a stock is.
Consider the following example. Two similar firms
each have $1.50 in EPS. Company A’s stock price is $15.00 per share, and
Company B’s stock price is $30.00 per share.
Company
|
Stock Price
|
Earnings Per share
|
P/E RATIO
|
A
|
15
|
1.5
|
10
|
B
|
30
|
1.5
|
20
|
Clearly, Company Ais cheaper than Company B with
regard to the P/E ratio because both firms exhibit the same level of earnings,
but A’s stock trades at a higher price. That is, Company A’s P/E ratio of 10
(15/1.5) is lower than Company B’s P/E ratio of 20 (30/1.5). Hence, Company A’s
stock trades at a lower price. The terminology one hears in the market is, “Company
A is trading at 10 times earnings, while Company B is trading at 20 times
earnings.” Twenty times is a higher multiple.
PEG ratio:
Because companies grow at different rates, another
comparison investors often make is between the P/E ratio and the stock’s
expected growth rate in EPS. Returning to our previous example, let’s say
Company A has an expected EPS growth rate of 10 percent, while Company B’s
expected growth rate is 20 percent.
Company
|
Stock Price
|
Earnings Per share
|
P/E RATIO
|
A
|
15
|
1.5
|
10
|
B
|
30
|
1.5
|
20
|
We might propose that the market values Company A
at 10 times earnings because it anticipates 10 percent annual growth in EPS
over the next five years. Company B is growing faster – at a 20 percent rate –
and therefore justifies the 20 times earnings stock price. To determine true
cheapness, market analysts have developed a ratio that compares the P/E to the
growth rate – the PEG ratio. In this example, one could argue that both
companies are priced similarly (both have PEG ratios of 1).
Sophisticated market investors therefore utilize
this PEG ratio rather than just the P/E ratio. Roughly speaking, the average
company has a PEG ratio of 1:1 or 1 (i.e., the P/E ratio matches the
anticipated growth rate). By
convention, “expensive” firms have a PEG ratio
greater than one, and “cheap” stocks have a PEG ratio less than one.
Cash flow multiples:
For companies with no earnings (or losses) and
therefore no EPS (or negative EPS), one cannot calculate the P/E ratio – it is
a meaningless number. An alternative is to compute the firm’s cash flow and
compare that
to the market value of the firm. The following
example illustrates how a typical cash flow multiple like Enterprise
Value/EBITDA ratio is calculated.
EBITDA:
A proxy for
cash flow, EBITDA stands for Earnings Before Interest, Taxes, Depreciation and
Amortization. To calculate EBITDA, work your way up the Income Statement,
adding back the appropriate items to net income. (Note: For a more detailed
explanation of this and other financial caculations, see the Vault Guide to Finance Interviews.) Adding together depreciation and amortization
to operating earnings, a common subtotal on the income statement, can serve as
a shortcut to calculating EBITDA.
Enterprise value (EV) = market value of equity + net debt. To
compute market value of equity, simply multiply
the current stock price
times the number of shares outstanding. Net debt
is simply the firm’s
total debt (as found on the balance sheet) minus
cash.
Enterprise value to revenue
multiple (EV/revenue):
If you follow startup companies or young
technology or healthcare related
companies, you have probably heard the multiple of
revenue lingo.
Sometimes it is called the price-sales ratio
(though this technically is not
correct). Why use this ratio? For one, many firms
not only have negative
earnings, but also negative cash flow. That means
any cash flow or P/E
multiple must be thrown out the window, leaving
revenue as the last
positive income statement number left to compare
to the firm’s enterprise
value. Specifically one calculates this ratio by
dividing EV by the last 12
months revenue figure.
Return on equity
(ROE):
ROE = Net income divided by total shareholders
equity. An important
measure, especially for financial services
companies, that evaluates the
income return that a firm earned in any given
year. Return on equity is
expressed as a percentage. Many firms’ financial
goal is to achieve a
certain level of ROE per year, say 20 percent or
more.
Value Stocks, Growth Stocks and Momentum Investors
It is important to know that investors typically
classify stocks into one of two categories – growth and value stocks. Momentum
investors buy a subset of the stocks in the growth category.
Value stocks are those that often have been battered by
investors. Typically, a stock that trades at low P/E ratios after having once
traded at high P/E’s, or a stock with declining sales or earnings fits into the
value category. Investors choose value stocks with the hope that their
businesses will turn around and profits will return. Or, investors perhaps
realize that a stock is trading close to or even below its “break-up value”
(net proceeds upon liquidation of the company), and hence have little downside.
.
Growth stocks are just the opposite. High P/E’s, high growth
rates, and
often hot stocks fit the growth category.
Technology stocks, with
sometimes astoundingly high P/E’s, may be
classified as growth stocks,
based on their high growth potential. Keep in mind
that a P/E ratio often
serves as a proxy for a firm’s average expected
growth rate, because as
discussed, investors will generally pay a high P/E
for a faster growing
company.
Momentum investors buy growth stocks that have
exhibited strong upward
price appreciation. Usually trading at or near
their “52-week highs” (the
highest trading price during the previous two
weeks), momentum investors
cause these stocks to trade up and down with
extreme volatility.
Momentum investors, who typically don’t care much
about the firm’s
business or valuation ratios, will dump their
stocks the moment they show
price weakness. Thus, a stock run-up by momentum
investors can
potentially crash dramatically as they bail out at
the first sign of trouble.
Basic Equity Definitions
Common stock: Also called common equity, common stock represents an ownership
interest in a company. The vast majority of stock traded in the markets today
is common. Common stock enables investors to vote on company matters.
Convertible preferred stock: This is a relatively uncommon type of
equity issued by a company, often when it cannot
successfully sell
either straight common stock or straight debt. in
a manner similar to the way a bond pays coupon payments. However, preferred
stock
ultimately converts to common stock after a
period of time. Preferred
stock can be viewed as a mix of debt and equity,
and is most often used as a way for a risky company to obtain capital when
neither debt nor equity works.
Non-convertible preferred stock: Sometimes companies
(usually those with steady and predictable earnings) issue non-convertible
preferred stock that pays steady dividends. This stock remains outstanding in perpetuity
and trades similar to bonds. Utilities represent the best example of
non-convertible preferred stock issuers. Preferred stock pays a dividend,