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SECURITIES
Luong Thi Thu Thuy, MB
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Chapter objectives
Identify the various forms of securities that available to companies;

Explain the main features and identify the role and regulation of parties involved.
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Securities
Stocks
Bonds
Derivatives
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Types of Stock
Common Stocks
Preferred Stocks
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How a stock is born?
Sole proprietorships
Owned by a single.
The owner Keeps all the profits, responsible for all the losses.
Minimum of paperwork, difficult to raise capital for expansion.
Partnerships
The single owner joins with other people (partners) to help run the company. These people work together as a partnership.
Both sole proprietorships and partnerships use part of their profits for expansion, sometimes adding their own savings or borrowing money from banks.
Banks are usually unwilling to lend such businesses money for long periods of time
Both sole proprietorships and partnerships have other weaknesses as well. They cease to exist when the sole proprietor or a partner dies. Another risk is that sole proprietors and partners can be sued for their private assets as well as for their interests in the business.
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How a stock is born?
Corporations
can own property; have continuity of existence ;can sue or be sued; are legal entities considered to be “artificial persons”; can incur debts; and can raise capital easily.
Run by a group of people known as a board of directors. Directors are elected by the common shareholders, usually for a term of one year. The directors choose the company’s officers.



Corporation must issue certificates known as “shares of common stock” (ordinary shares), represent the ownership in the corporation. Those who own this stock are part-owners of the corporation
Shareholders
Directors
Officers
Vote
Choose
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Corporate stock
Authorized and Outstanding shares of common stock
The corporation will be given permission by the authorized organization (SSC). The shares the company is given permission to sell are the authorized shares.
Any authorized shares that are sold or otherwise distributed (issued) are then known as outstanding shares.
Authorized shares that are not sold initially are called “authorized but unissued” shares and may be issued by the corporation at a later time.
Treasury stock
Sometimes a company may repurchase some of its outstanding stock from shareholders. Such stock is known as treasury stock.
A company therefore has two sources of stock to sell: authorized but unissued stock (stock that has never been issued) and treasury stock (issued but repurchased stock). Once it has exhausted these two sources, it cannot issue any more stock unless the common stockholders specifically approve such action.
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Preferred stock
A preference or preferred stock entitles the holder to a prior claim on any dividend paid by the organization over ordinary stocks, or to the organization’s assets in the event of liquidation.
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Preferred stock-Characteristics
Fixed dividend: have a fixed dividend rate, is announced at the time the stock is first offered and does not change over time.
Multiple classes of stock:
1. XYZ $4.00 preferred, XYZ $6.00 preferred
2. XYZ 7% preferred, XYZ 9% preferred
3. XYZ A preferred, XYZ B preferred
Par value
Voting: no right
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Preferred stock-Characteristics
Senior to common stock:
Seniority of preferred dividends: Dividends are paid before common stocks` dividends.
Cumulative Preferred
Preferred stockholders’ rights when a company is dissolved: the first stockholders to be repaid
Interest rate sensitive
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Preferred stock-Category
Cumulative preferred stock: carries a provision that stipulates that if any dividends have been omitted in the past, they must be paid out to preferred shareholders first, before common shareholders can receive dividends. 
Participating preferred stock: gives the holder the right to receive dividends equal to the normally specified rate that preferred dividends receive as well as an additional dividend based on some predetermined condition
Convertible preferred stock: includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date.
Callable preferred stock: carries the provision that the issuer has the right to call in the stock at a certain price and retire it. Also known as "redeemable preferred stock".
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New Securities Issued ($Bn)
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Preferred stock
An investor is considering the purchase of 100 shares of Cartlidge Company 9% convertible preferred stock, $100 par. The conversion price is 25.00
1. What is the dollar amount of the quarterly dividend the customer might expect?
2. If the client purchases the preferred stock and converts at a later date, what will he receive in exchange?
3. How might the yield on this preferred stock compare with the yield on another company’s straight (nonconvertible) preferred of the same quality?
4. What is the preferred issue’s relative safety compared with the same company’s bonds and common stock?
Common Stock
Equity securities represent an ownership interest in a corporation.
Common stockholders are the residual owners.
Right to income
Right to assets
Preferred Stockholders have preference over common stockholders.
Right to fixed dividend
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Characteristics of a common stock
Voting rights
Limited liability
Residual claim status
Dividend payments
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Common stock-Voting right
Cumulative and statutory voting
Statutory voting : permits stockholders to cast one vote for every share that they own. If there are 5 different seats to be filled, the owner of 100 shares of stock could cast a maximum of 100 votes for each of the 5 different directors, for a total of 500 votes, but no more than 100 votes for any single director.
Cumulative voting : the shareholder can save some or all of the votes and cast them for just a few directors, or for only one director.
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Statutory voting
Cumulative voting
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The ABC Corporation uses cumulative voting, while the DEF Corporation uses statutory voting.
1. With five directors to be elected, what is the maximum number of votes that a holder of 250 shares of ABC common stock may cast for a single director?
2. With six directors to be elected, what is the maximum number of votes that a holder of 500 shares of DEF common stock may cast for a single director?
3. Thomas Gomez purchases 250 shares of Zenobia Corporation and instructs his broker to hold the shares. The following month Mr. Gomez purchases an additional 400 shares, and the month after that he sells 300 shares. What is his position with respect to shares of Zenobia Corporation after the sale?
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Common stock-Residual claim
In the event of liquidation, common stockholders have the lowest priority in terms of any cash distribution.
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Dividend and Capital gain
Dividend:
Common stockholders have the right to receive dividends if the board of directors declares them.
Dividends are usually paid in cash (cash dividends), but sometimes may be paid in additional shares (stock dividends).
Capital gains:
Investors buy stock is to receive dividends; they may sell their stock for more than they paid capital gain.
When a stock is sold after having been held for 12 months or less, the profit or loss is known as a short-term gain or loss. For stocks held longer than 12 months, any gain or loss is long-term. Long-term gains provide the greatest tax advantage
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Common stock-Value
Face value (par value)
Book value: The net asset value of a company, calculated by total assets minus intangible assets (patents, goodwill) and liabilities. It is the total value of the company`s assets that shareholders would theoretically receive if a company were liquidated
Market value: The current quoted price at which investors buy or sell a share of common stock at a given time
Intrinsic value: The actual value of a company or an asset based on an underlying perception of its true value including all aspects of the business, in terms of both tangible and intangible factors. This value may or may not be the same as the current market value
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Bonds
The basic structure of bonds
Cash flow pattern of bonds
Bonds category
Corporate bonds
Government bonds
Eurobonds, foreign bonds
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The Basic Structure of Bonds
A bond is a promise to make periodic coupon payments and to repay principal at maturity; breech of this promise is an event of default
Bonds carry original maturities greater than one year so bonds are instruments of the capital markets
Face value
Maturity date
Interest rate
Prior claim over stock
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The Basic Structure of Bonds
Cash Flow Pattern for a Traditional Coupon-Paying Bond
FIGURE 6-1
I = interest payments, and F = principal repayment
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Cash Flow Pattern of a Bond
The Purchase Price or Market Price of a bond is simply the present value of the cash inflows, discounted at the bond’s yield-to-maturity
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Bonds category
Issuer
Corporate
Government
Maturity
<1 year: bills or “paper”
1- 7 years: Notes
>7 years: Bonds
Interest payment
Coupon bonds
Zero-coupon bonds
Negotiable ability
Registered bond
Bearer bond
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Advantages and Disadvantages for issuing debt or equity
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Corporate bonds
Corporate bonds are long term bonds issued by corporations.
Semiannual interest.
Bond indenture: the legal contract that specifies the rights and obligations of the bond issuer and the bond holders.
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Types of Corporate Bonds
Bearer bonds versus Registered bonds:
Bearer bonds: not registered in buyer’s name, attached coupon, the holder presents the coupons to get interest payment.
Registered bonds : owner’s identification information is recorded, coupon payments are mail to the registered owner
Term versus Serial bonds
Term bonds: bonds in which the entire issue matures on a single date
Serial bonds: bonds that mature on a series of dates, with a portion of the issue paid off on each.
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Types of Corporate Bonds
Mortgage bonds versus Debentures
Mortgage bonds: are backed by some type of real property
Collateral trust bonds: are backed by other securities owned by the corporation;
Equipment Trust Certificates: are backed by rolling stock or equipment such as trucks, airplanes, railroad cars, or oil drilling rigs;
Debentures: are similar to signature loans in that no property is specifically pledged to back the loan.
Subordinated debentures: bonds that are unsecured and are junior in their rights to mortgage bonds and regular debentures.
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More Bond Features
Call feature – allows the issuer to redeem or pay off the bond prior to maturity, usually at a premium
Retractable bonds – allows the holder to sell the bonds back to the issuer before maturity
Extendible bonds – allows the holder to extend the maturity of the bond
Sinking funds – funds set aside by the issuer to ensure the firm is able to redeem the bond at maturity
Convertible bonds – can be converted into common stock at a pre-determined conversion price
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Convertible bonds
Conversion value = Current market price of common stock received on conversion
* Conversion rate
Ex: In 2007, Titan corporation had a convertible bond issue outstanding. Each bond, with a face value of $1,000, could be converted into common stocks at a rate of 285.71 shares of stock per $1,000 face value bond (the conversion rate). In June 2007, Titan’s common stock was trading at $9.375 per share. While this might look like conversion would be very profitable, Titan’s convertible bonds were trading at 267.875 percent of the face value of the bond. Determine whether or not it is profitable to convert the bonds into common stock in Titan Corp.?
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Callable bonds
Call schedule for DuPont Debenture due 2023
In 2004, DuPont had a $300 million callable debenture issue outstanding.
The face value of each bond was $1.000.
Maturity date of 15/01/2023, was callable as a whole or in part not less than 30 days nor more than 60 days following January 15 of each year from 2005 to 2013.
If the bonds are called in 2008, how much per bond will the bond holder receive?
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Why Corporations Sell Bonds
To get funds for major purchases.
To fund ongoing business activities.
When it is difficult or impossible to sell stock.
To improve financial leverage.
Interest paid to bondholders is a tax deductible business expense that can be used to reduce the federal and state taxes corporations must pay.
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Why Investors Buy Corporate Bonds
For interest income.
Investors know the interest rate.
Interest will be paid to investors twice a year, with the payment based on the interest rate and the face value of the bond.
Appreciation of bond value.
May be able to sell a bond with a fixed interest rate to someone else at a higher price if overall interest rates fall.
Bond face amount will be repaid at maturity.
15-8
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Use the following information to answer all five questions:
XYZ 8% debentures mature in 2020. They pay interest F&A15. They are trading at 1071/2.
1. What is the nominal yield of the bonds?
a. 8%
b. more than 8%
c. less than 8%
d. cannot be determined
2. Interest payments will be made on:
a. February 1 and April 15
b. February 15 and April 15
c. February 1 and August 15
d. February 15 and August 15
3. An owner of 10 bonds (10M) would receive annual interest of:
a. $8
b. $80
c. $800
d. $8,000
4. How much would 100 bonds (100M) cost at the price indicated?
a. $1,075
b. $10,750
c. $107,500
d. $1,075,000
5. The collateral for these bonds is:
a. rolling stock
b. other stocks and bonds
c. a mortgage on real property
d. unspecified
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Government bonds
Municipal bonds
Government bonds
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Municipal bonds
Issued by state and local governments
Purpose: fund temporary imbalances between operating expenditures and receipts or to finance long term capital outlays.
Sources of repayment: tax or revenue
Tax exempt for interest income.
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HOSE announces the details of delisting the following municipal bond
- Issuer: The Ho Chi Minh City Investment Fund for Urban Development (HIFU)
 - Address: 33-39 Pasteur, Dist. 1, HCM City
 - Tel: (84-8) 8214244                                Fax: (84-8) 214243
 - Bond type: municipal bond
 - Bond name: HIFU Bond Issue No.07/2006 - issued through underwriting
 - Bond symbol: HCMA0706 
 - Face value:  VND100,000
 - Term to maturity (years): 05
 - Issuing date: September 1st, 2003
 - Interest rate: 4.50%/6 months
 - Interest payment method: made annually and at the fixed interest rate (coupon bond)
 - Ex-right date: August 1st, 2008
 - Record date: August 1st, 2008
 - Delisting date: August 4th, 2008
 - Trading will be stopped on the same day of delisting
 - Principal and interest will be paid on September 1st, 2008.
 Vietnam Securities Depository – HCMC Branch will suspend depository activities for HCMA0706 on 31stJuly, 1st & 4thAugust 2008.
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Tax Exemption and Muni Yields
ia = ib(1 - t)
Where:
ia = After-tax (equivalent tax exempt) rate of return on a taxable
bond
ib = Before-tax rate of return on a taxable bond
t = Income tax rate of the marginal bond holder

Example: You can invest in taxable corporate bonds that are paying
10% annually on municipal bond. Your marginal tax rate is 28%. The after-tax rate of return on the taxable bond is:
10%(1-.28) = 7.2%
Tax equivalent yield: ib =ia /(1 – t)
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Types of Municipal Bonds
General Obligation Bonds
bonds backed by the full faith and credit of the issuer
Revenue Bonds
bonds sold to finance a specific revenue generating project and are backed by cash flows from that project
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Bonds are rated by the issuer’s default risk
Large bond investors, traders and managers evaluate default risk by analyzing the issuer’s financial ratios and security prices
Two major bond rating agencies are Moody’s and Standard & Poor’s (S&P)
Bonds assigned a letter grade based on perceived probability of issuer default
Bond ratings
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Explanation Moody’s S&P
Investment grade categories:
Best quality; smallest degree of risk Aaa AAA
High quality; slightly more long-term Aa1 AA+
risk than top rating Aa2 AA
Aa3 AA
Upper medium grade; possible A1 AA-
impairment in the future A2 A+
A3 A-
Medium grade; lack outstanding Baa1 BBB+
investment characteristics Baa2 BBB
Baa3 BBB-
(continued)
Bond credit ratings
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Explanation Moody’s S&P

Speculative investment grades:
Speculative issues; protection may Ba1 BB+
be very moderate Ba2 BB
Ba3 BB-
Very speculative; may have small B1 B+
assurance of interest and principle B2 B
payment B3 B-
Issues in poor standing; may be in default Caa CCC
Speculative in a high degree Ca CC
Lowest quality; poor prospects of attaining C C
real investment standing D
Bonds credit ratings
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Government bonds
<1 year: bills or “paper”
1- 7 years: Notes
>7 years: Bonds
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Eurobonds, Foreign bonds, Brady and Sovereign bonds
Eurobonds: long term, issued and sold outside the country of which they are denominated, bearer, traded mainly in London and Luxembourg.
Foreign bonds: long term, issued by firms and governments outside of the issuer’s home country, usually denominated in the currency of the country in which they are issued
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Rights (Preemptive rights)
Right to purchase shares means securities issued by the joint stock companies together with an additional share issuance in order to secure that the existing shareholders will have the right to buy new shares according to the determined conditions.
Characteristics:
Only for common shareholder
Not raising capital
Subscription price is lower than market price of common stock
Short term: within 20 or 30 days
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Example
ABC company:
30.000 outstanding stocks, market price: $20
New issue: 10.000 stocks, subscription price: $17
Right’s value?
If the market price after the new issue is $23, find right’s value
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Warrants
Warrants means securities issued together with the issuance of preference shares or bonds, permitting the securities holder to buy a certain amount of common shares at the pre-determined price during a certain period of time.
Warrants are employed as “sweeteners”
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Warrant-Characteristics
Strike price > market price
Long-term
Time-varying strike price
Issued by firm. When a warrant is exercised, firm gives share to warrant’s holder  result an increase in number of shares
If strike is below market value, this dilutes value of existing shares
Issued as part of a package of new securities
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Warrant
The warrant contains provisions for:
the number of shares that can be purchased per warrant.
the price at which the warrant can be exercised.
the warrant expiration date.
Warrant holders are not entitled to any dividends nor do they have any voting power.
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Example
FunFinMan, Inc., is currently financed entirely with common stock. The firm is composed of $10 million in common stock ($5 par value) and $20 million in retained earnings. The company is considering issuing $10 million of 8%, (Face value=$500), 20-year debentures including 1 warrant per bond that can be converted into 5 shares of common stock at an exercise price of $40 per share. How will this impact the capitalization of the firm?