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Assignment
Date: 10-Oct-2010
Batch: 15th Finance
Investment Banking
Q.1. Why Investment Banker are needed? What are their roles in the
Financial Market? Are they different from Commercial Bank?
Answer:
Investment Banker
An Investment Banker is total solutions provider as far as any corporate, desirous of
mobilizing capital, is concerned. The services range from investment research to investor
service on the one side and from preparation of offer documents to legal compliances and post
issue monitoring on the other. There exists a long lasting relationship between the Issuer
Company and the Investment Banker. A "Merchant Banker" could be defined as "An
organization that acts as an intermediary between the issuers and the ultimate purchasers of
securities in the primary security market"
Merchant Banker has been defined under the Securities & Exchange Board of India (Merchant
Bankers) Rules, 1992 as "any person who is engaged in the business of issue management
either by making arrangements regarding selling, buying or subscribing to securities as man-
ager, consultant, advisor or rendering corporate advisory service in relation to such issue
management".
Loan Syndication
Other services include acting as intermediaries in trading for clients. Investment banking
provides financial advice to investors and serves them by assisting in purchasing securities,
managing financial assets and trading securities.
Shares are bought and sold on the Share Market. The Share Market is like any other mar-
ket where buyers and sellers come together for the purposes of exchange. Fruit is bought and
sold in a fruit market and shares are bought and sold in the Share Market.
But shares need to be created before they can be bought or sold – so where do they come
from?
Registrars:
The Registrar finalizes the total list of all applicants and comes up with the list of eligible
applicants after deleting all invalid applications. Then he ensures that shares are credited to
the allotters accounts and refunds are sent to unsuccessful applicants.
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Investment Banking
Answer:
1. QIB
Qualified Institutional Buyers are those institutional investors who are generally perceived to
possess expertise and the financial muscle to evaluate and invest in the capital markets. In
terms of clause 2.1.zd of ICDR Guidelines, a ‘Qualified Institutional Buyer’ shall mean:
A mutual fund, venture capital fund and foreign venture capital investor registered
with the Board;
A foreign institutional investor and sub-account (other than a sub-account which is a
foreign corporate or foreign individual), registered with the Board;
A public financial institution as defined in section 4A of the Companies Act, 1956;
A scheduled commercial bank;
A multilateral and bilateral development financial institution;
A state industrial development corporation;
An insurance company registered with the Insurance Regulatory and Development
Authority;
A provident fund with minimum corpus of twenty five crore rupees;
A pension fund with minimum corpus of twenty five crore rupees;
National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated
November 23, 2005 of the Government of India published in the Gazette of India;
2. Price Band
The prospectus of the issuer company may contain either the floor price for the securities or a
price band within which the investors can bid for the shares. The spread between the floor
(minimum) and the cap (maximum) of the price band shall not be more than 20 per cent. The
price band can be revised and such a revision shall be informed to the investors by informing
the stock exchanges, by issuing press etc. In case the price band is revised, the bidding period
need to be extended for a further period of three days, subject to the total bidding period not
exceeding thirteen days.
3. Venture Capital
The object of the venture capital financing is to invest in high-risk projects with the
anticipation of high returns. The funds are invested in such growing enterprises, where the
ideas are there but the conventional funding from banks, financial institutions are not
available. This is because that these enterprises do not have collateral to offer. These types of
enterprises are usually first generation enterprises.
Venture capital fund is a fund formed as a trust or a company under the regulations which
3. Wireless/Telecommunication/Semiconductor
4. Banking
5. PSU Disinvestments
6. Media/Entertainment
8. Pharmaceuticals
9. Electronic Manufacturing
10. Retail
4. Private Equity
There is no universally agreed definition of private equity. Different academic studies and
private equity associations in various economies have defined private equity differently
depending on the activities they engage in those economies.
Lerner (1999) broadly defines private equity organization as partnerships specializing in
venture capital, leveraged buyouts (LBOs), mezzanine investments, build-ups, distressed debt
and other related investments.
Fenn, Liang and Prowse (1995) have described them as ‘financial sponsors’ acquiring
large ownership stakes and taking an active role in monitoring and advising portfolio
companies.
Ljungqvist and Richardson (2003) describes private equity as an illiquid investment since
there is no active secondary market for such investments, investors have little control over
how capital is invested and the investment profile covers a long horizon.
The European Venture Capital Association defines private equity as the provision of equity
capital by financial investors – over the medium or long-term – to non-quoted companies with
high growth potential. It is also called ‘patient capital’ as it seeks to profit from long term
capital gains rather than short term regular reimbursements.
Similarly, the International Financial Services, London calls any type of equity investment in
an asset in which the equity is not freely tradable on a public stock market as private equity.
Private equities are generally less liquid than publicly traded stocks and are thought of as a
long term investment.
Activities of PE
Seed Financing: Providing small sums of capital necessary to develop a business idea.
Start-up financing: Providing capital required for product development and initial
marketing activities.
First-stage: Financing the commercialization and production of products.
Second-stage: Providing working capital funding and required financing for young firms
during growth period.
Third-stage: Financing the expansion of growth companies.
Bridge financing: Last financing round prior to an initial public offering of a company.
PIPE deals: A private investment in public equity, often called a PIPE deal, involves the
selling of publicly traded common shares or some form of preferred stock or convertible
security to private investors.
Leveraged Buyout (LBO): It entails the purchase of a company by a small group of
investors, especially buyout specialists, largely financed by debt.
Management Buyout (MBO): It is a subset of LBO whereby incumbent management is
included in the buying group and key executives perform an important role in the LBO
transactions.
The development of securitization was thus premised on credit being converted into a
commodity. In the process, the risk inherent in credits was being professionally measured and
rated. As a logical follow-up, if the risk could be measured and traded as a commodity with
the underlying financing involved, the financing and the credit could be stripped as two dif-
ferent products and the risk could be undertaken by guaranteeing the total expected return
from the credit transaction. This led to the development of credit derivatives.
Further, as more cash flows loans were being securitized, often gaps got created between
the new asset-based deal and the amount financed previously for two primary reasons:
1. Receivables and assets being discounted at rates greater than in the past for fear
that their values will not be realized in the future, and
2. Banks placing ceilings on the amount of total debt a company can obtain as a res-
ult of defaults and regulatory pressure.
Key Concept
Securitization is a process through which homogenous illiquid financial assets are pooled
and repackaged into marketable securities. Generally, the assets are held in a bankruptcy re-
mote vehicle termed as a Special Purpose Vehicle (SPV) or are otherwise secured in a manner
that gives the investors a first ranking right to those assets.
The intent of securitization typically is to ensure that repayment of the securities issued
to investors is dependent upon the securitized assets and therefore will not be affected by the
insolvency of any other party including the entity securitizing the assets. Most securitization
issues are rated by an accredited credit rating agency. The rating applies to the securities that
are issued to investors and indicates the likelihood of payment of interest and payment of
principal in full and on time.
Securitization involves isolation of specific risks, evaluation of the same, allocating the
risks to various participants in the transaction (based on who is best equipped to mitigate the
respective risks), mitigating the risks through appropriate credit enhancement structures and
pricing the residual risk borne by the originator. It entails evaluating the transaction from the
legal, regulatory, taxation and accounting implications from the perspective of various parti-
cipants.
Securitization transactions deal with various asset classes that include, among others,
mortgages, automobile loans, aircraft, equipment and municipal leases, credit card receiv-
ables, hospital, retail, royalty and trade receivables, real estate, purchase contracts for natural
resource assets such as oil, gas and timber, student and home equity loans, etc., and has
From an originator’s perspective, the main advantages of securitization include the abil-
ity to raise finance at a relatively low cost, partial or total removal of assets from its balance
sheet, diversification of funding sources, access to the capital markets for unrated entities and
access to liquidity. Thus it serves as an effective balance sheet management tool for originat-
ors, through which hidden values could be identified and unlocked, asset-liability mismatch,
currency, commodity and interest rate risks could be hedged and an enhanced return on capit-
al and equity could be managed through the continuous churning of portfolio. Additionally,
banks that raise funds through securitization are able to reduce their regulatory, and some-
times economic, capital requirements.
Depending on the originator’s financing requirements, and the characteristics of the un-
derlying assets, funding can be arranged through term securities, balance sheet warehouse fa-
cilities or asset backed commercial paper.
Participants:
The following parties are involved in a typical securitization transaction:
Originator: This is the entity which requires the financing and hence drives the
deal. Typically the Originator owns the assets or cash flows around which the transaction
is structured.
SPV (Special Purpose Vehicle): An SPV is typically used in a structured transaction
for ensuring bankruptcy remoteness from the Originator. The SPV is the issuer of securit-
ies. Typically the ownership of the cash flows or assets around which the transaction is
structured is transferred from the Originator to the SPV at the time of execution of the
transaction. The SPV is typically an entity with narrowly defined purposes and activities
and usually has independent trustees/directors. The SPV needs to be capital efficient (i.e.
nominally capitalized) and tax efficient (i.e. multiple taxation should be avoided).
Besides these primary parties, the other parties involved in a typical securitization deal are:
Rating Agency: Since structured finance deals are generally complex with intricate
payment structures and legal mechanisms, rating of the transaction by an independent
qualified rating agency plays an important role in attracting Investors.
Administrator or Servicer: The Servicer performs the functions of collecting the
cash flows, maintaining the assets, keeping records and general monitoring of the Oblig-
ors. In many cases, especially in the Indian context, the Originator also performs the role
of the Servicer.
Agent and Trustee: The Trustee is the manager of the SPV and plays a key role in
the transaction. The trustee generally administers the transaction, manages the inflow
and outflow of moneys, and does all acts and deeds for protecting the rights of the In-
vestors, including initiating legal action against various participants in case of any breach
of terms and triggering payment from various credit enhancement structures etc.
Structurer: Normally, an investment banker acts as the Structurer and designs and
executes the transaction. The Structurer also brings together the originator, credit protec-
tion provider, the investors and other parties to a deal. In some cases the Investor also
acts as the Structurer.
Classification:
Securitization can be classified into two categories:
1. Asset backed securitization, and
2. Future flow securitization
In both ABS and FFS transactions, the other principal characteristics that need to be eval-
uated are as follows:
Type of underlying security attached - movable or immovable in nature
Ability to estimate the cash flows from the asset
Payment frequency and the propensity to prepay or make delayed payments
Nature of the obligor(s) on whom cash flows are dependent
Many lenders were more liberal in granting these loans from 2004 to 2006 as a result of
lower interest rates and high capital liquidity. Lenders sought additional profits through these
higher risk loans, and they charged interest rates above prime in order to compensate for the
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Investment Banking
additional risk they assumed. Consequently, once the rate of subprime mortgage foreclosures
skyrocketed, many lenders experienced extreme financial difficulties, and even bankruptcy.
Q.5. Who can issue “Bonds”? Why bonds differ from Shares? Why
bond price fluctuate?
Answer:
Definition:
Bond is a debt instrument issued for a period of more than one year with the purpose of
raising capital by borrowing. Generally, a bond is a promise to repay the principal along with
interest (coupons) on a specified date (maturity). Some bonds do not pay interest, but all
bonds require a repayment of principal.