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International Equity Markets Prof. Ian GIDDY Stern School of Business New York University International Equity Markets Prof. Ian GIDDY Stern School of Business New York University

Emerging Market Financing Equity Emerging markets Debt Copyright © 2003 Ian H. Giddy Equity Emerging Market Financing Equity Emerging markets Debt Copyright © 2003 Ian H. Giddy Equity markets 2

Primary Market for Equities Private Equity Placement Initial Public Offering (IPO) Subsequent Offering Stock Primary Market for Equities Private Equity Placement Initial Public Offering (IPO) Subsequent Offering Stock Buyback? Management Buyout? Copyright © 2003 Ian H. Giddy Equity markets 3

Investment Banking Arrangements l l Underwritten vs. “Best Efforts” u. Underwritten: firm commitment on Investment Banking Arrangements l l Underwritten vs. “Best Efforts” u. Underwritten: firm commitment on proceeds to the issuing firm u. Best Efforts: no firm commitment Negotiated vs. Competitive Bid u. Negotiated: issuing firm negotiates terms with investment banker u. Competitive bid: issuer structures the offering and secures bids Copyright © 2003 Ian H. Giddy Equity markets 4

Secondary Market for Equities Private Equity Placement Initial Public Offering (IPO) Subsequent Offering Secondary Secondary Market for Equities Private Equity Placement Initial Public Offering (IPO) Subsequent Offering Secondary Market Trading Copyright © 2003 Ian H. Giddy Equity markets 5

Institutional Investors and Money Managers Institutional Investors Money Managers Mutual Funds Insurance Companies Money Institutional Investors and Money Managers Institutional Investors Money Managers Mutual Funds Insurance Companies Money managers Pension Funds Hedge funds, Central banks, etc. Copyright © 2003 Ian H. Giddy Stocks and bonds Equity markets 6

Mutual Funds Open-End Stocks and bonds n n Variable number of shares Not traded Mutual Funds Open-End Stocks and bonds n n Variable number of shares Not traded on an exchange Price = NAV (less fees) Copyright © 2003 Ian H. Giddy Closed-End Stocks and bonds n n Fixed number of shares Traded on a stock exchange Price may not = NAV Equity markets 7

Raising Capital for Emerging Market Companies Debt Equity Copyright © 2003 Ian H. Giddy Raising Capital for Emerging Market Companies Debt Equity Copyright © 2003 Ian H. Giddy Equity markets 9

Raising Capital for Emerging Market Companies Domestic market Debt Foreign market Euromarket Equity Copyright Raising Capital for Emerging Market Companies Domestic market Debt Foreign market Euromarket Equity Copyright © 2003 Ian H. Giddy Equity markets 10

Raising Capital for Emerging Market Companies Domestic market Debt Foreign market Euromarket Equity Copyright Raising Capital for Emerging Market Companies Domestic market Debt Foreign market Euromarket Equity Copyright © 2003 Ian H. Giddy Equity markets 11

Raising Capital for Emerging Market Companies Domestic market Debt Foreign market Euromarket Equity Domestic Raising Capital for Emerging Market Companies Domestic market Debt Foreign market Euromarket Equity Domestic market Foreign market Euromarket Copyright © 2003 Ian H. Giddy Equity markets 12

Raising Capital for Emerging Market Companies Domestic market Debt Foreign market Euromarket Equity Domestic Raising Capital for Emerging Market Companies Domestic market Debt Foreign market Euromarket Equity Domestic market Foreign market Euromarket Copyright © 2003 Ian H. Giddy Equity markets 13

Raising Capital for Emerging Market Companies Domestic market Debt Foreign market Euromarket Equity Domestic Raising Capital for Emerging Market Companies Domestic market Debt Foreign market Euromarket Equity Domestic market Foreign market Euromarket Copyright © 2003 Ian H. Giddy Equity markets 14

Debt Equity no Domestic market Foreign market Can globally mobile investors capture value & Debt Equity no Domestic market Foreign market Can globally mobile investors capture value & control? (Russia) Copyright © 2003 Ian H. Giddy yes (S Africa) Equity markets 15

What International Investors Look For Macro Factors Structural Factors Firm-level Factors Copyright © 2003 What International Investors Look For Macro Factors Structural Factors Firm-level Factors Copyright © 2003 Ian H. Giddy • Currency overvaluation • Capital restrictions • Acctg & disclosure requirements • IAS compliance • Bankruptcy regime • Creditor rights • Govt-corporate nexus • Trading infrastructure • Price-Value ratio, Sharpe ratio, EVA • D/E ratio • Currency & maturity mismatch • IAS conformity • Insider control • Objective research coverage • Trading liquidity Equity markets 17

Investment Banking and Underwriting Prof. Ian Giddy New York University Investment Banking and Underwriting Prof. Ian Giddy New York University

Underwriting Sequence l l l Engagement: Mandate signed by issuer engaging lead manager Due Underwriting Sequence l l l Engagement: Mandate signed by issuer engaging lead manager Due Diligence: Conducted by Lead manager Documentation: Loan agreement, Prospectus Signing: Underwriting agreement signed and issue priced Closing: Settlement of the offering Copyright © 2003 Ian H. Giddy “Beauty Contest” Engagement Due Diligence and Documentation Signing and Pricing Closing Equity markets 21

Distribution Lead Manager Book-Runner “International Coordinator Joint Co-Lead Managers Lead Managers Managers Copyright © Distribution Lead Manager Book-Runner “International Coordinator Joint Co-Lead Managers Lead Managers Managers Copyright © 2003 Ian H. Giddy Co-Lead Manager Question 1: Which banks were involved with the DT IPO, and what were their roles? Selling Agent Equity markets 25

Pricing Debt Instruments l l Equity Bonds priced according l Mature issue: based on Pricing Debt Instruments l l Equity Bonds priced according l Mature issue: based on to yield over benchmark current market price and (spread) market conditions, small Yield too low – issue Question 2: for dilution; premium does not sell comparables What price should DT Yield too high – too l IPO: comparables and shares have, based on: much given away discounted cash flow Generally syndicate(a)Book value analysis holds price for a day; in a successful issue (b)P/E ratio yields gradually tighten Future cash flows (c) Copyright © 2003 Ian H. Giddy Equity markets 35

Deutsche Telekom: Group work 11: 20 -12: 20 Question 1: Which banks were involved Deutsche Telekom: Group work 11: 20 -12: 20 Question 1: Which banks were involved with the DT IPO, and what were their roles? Question 2: What price should DT shares have, based on: (a)Book value (b)P/E ratio (c)Future cash flows Copyright © 2003 Ian H. Giddy Equity markets 36

Raising and Pricing Equity Prof. Ian Giddy New York University Raising and Pricing Equity Prof. Ian Giddy New York University

Raising Equity: The Investment Banker’s Job Market conditions l Corporate needs l Valuation l Raising Equity: The Investment Banker’s Job Market conditions l Corporate needs l Valuation l Information l Distribution l Copyright © 2003 Ian H. Giddy Telekom Equity markets 39

Deutsche Telekom: The Sequence l See case Exhibit 2 Copyright © 2003 Ian H. Deutsche Telekom: The Sequence l See case Exhibit 2 Copyright © 2003 Ian H. Giddy Equity markets 40

What’s a Company Worth to Investors? Required Returns l Types of Models l Telekom What’s a Company Worth to Investors? Required Returns l Types of Models l Telekom u. Balance sheet models u. Dividend discount & corporate cash flow models u. Price/Earnings ratios u. Option models l Estimating Growth Rates Copyright © 2003 Ian H. Giddy Equity markets 41

Equity Valuation: From the Balance Sheet Value of Assets n Book n Liquidation n Equity Valuation: From the Balance Sheet Value of Assets n Book n Liquidation n Replacement Value of Liabilities n Book n Market Value of Equity Copyright © 2003 Ian H. Giddy Equity markets 42

Deutsche Telekom: Book Value l See case Exhibit 3 Copyright © 2003 Ian H. Deutsche Telekom: Book Value l See case Exhibit 3 Copyright © 2003 Ian H. Giddy Equity markets 43

Relative Valuation l Do valuation ratios make sense? • Price/Earnings (P/E) ratios q and Relative Valuation l Do valuation ratios make sense? • Price/Earnings (P/E) ratios q and variants (EBIT multiples, EBITDA multiples, Cash Flow multiples) • Price/Book (P/BV) ratios q and variants (Tobin's Q) • Price/Sales ratios l It depends on how they are used -- and what’s behind them! Copyright © 2003 Ian H. Giddy Equity markets 44

Deutsche Telekom: Ratios and Comparables l See case page 9 Copyright © 2003 Ian Deutsche Telekom: Ratios and Comparables l See case page 9 Copyright © 2003 Ian H. Giddy Equity markets 45

Discounted Cashflow Valuation: Basis for Approach uwhere n = Life of the asset u Discounted Cashflow Valuation: Basis for Approach uwhere n = Life of the asset u CFt = Cashflow in period t u r = Discount rate reflecting the riskiness of the estimated cashflows u Copyright © 2003 Ian H. Giddy Equity markets 46

Deutsche Telekom: Earnings l See case page 8 Copyright © 2003 Ian H. Giddy Deutsche Telekom: Earnings l See case page 8 Copyright © 2003 Ian H. Giddy Equity markets 47

Valuing a Firm with DCF: An Illustration Historical financial results Adjust for nonrecurring aspects Valuing a Firm with DCF: An Illustration Historical financial results Adjust for nonrecurring aspects Gauge future growth Projected sales and operating profits Adjust for noncash items Projected free cash flows to the firm (FCFF) Year 1 FCFF Year 2 FCFF Year 3 FCFF Year 4 FCFF Discount to present using weighted average cost of capital (WACC) Present value of free cash flows Copyright © 2003 Ian H. Giddy + cash, securities & excess assets - Market value of debt … Terminal year FCFF Stable growth model or P/E comparable Value of shareholders equity Equity markets 48

Telkom South Africa 1. 2. 3. 4. Why did South Africa follow its initial Telkom South Africa 1. 2. 3. 4. Why did South Africa follow its initial 30% privatization of Telkom with an initial public offering? What are the advantages and disadvantages of a public listing for a company? What is an ADR? Why did Telkom use the ADR technique in conjunction with its Johannesburg IPO? What does a company have to do to ensure a successful IPO? What makes shares attractive to investors? Was the Telkom IPO priced correctly? How would you value a company in order to judge the price for an IPO? Copyright © 2003 Ian H. Giddy Equity markets 49

Copyright © 2003 Ian H. Giddy Equity markets 50 Copyright © 2003 Ian H. Giddy Equity markets 50