If a corporation needs to borrow from the bank or issue new securities, then its financial manager had better understand how financial markets work. Perhaps less obviously, the capital budgeting decision also requires an understanding of financial markets. We have said that a successful investment is one that increases firm value. But how do investors value a firm? The answer to this question requires a theory of how the firm’s stock is priced in financial markets.
Of course, theory is not the end of it. The financial manager is in day-by-day—sometimes minute-by-minute—contact with financial markets and must understand their institutions, regulations, and operating practices. We can give you a flavor for these issues by considering briefly some of the ways that firms interact with financial markets and institutions.
FINANCIAL INSTITUTIONS
Most firms are too small to raise funds by selling stocks or bonds directly to investors.
When these companies need to raise funds to help pay for a capital investment, the only choice is to borrow money from a financial intermediary like a bank or insurance company. The financial intermediary, in turn, raises funds, often in small amounts, from individual households. For example, a bank raises funds when customers deposit money into their bank accounts. The bank can then lend this money to borrowers.
The bank saves borrowers and lenders from finding and negotiating with each other directly. For example, a firm that wishes to borrow $2.5 million could in principle try to arrange loans from many individuals:
However, it is far more convenient and efficient for a bank, which has ongoing relations with thousands of depositors, to raise the funds from them, and then lend the money to the company:
The bank provides a service. To cover the costs of this service, it charges borrowers a higher interest rate than it pays its depositors.
Banks and their immediate relatives, such as savings and loan companies, are the most familiar financial intermediaries. But there are many others, such as insurance companies.
In the United States, insurance companies are more important than banks for the long-term financing of business. They are massive investors in corporate stocks and bonds, and they often make long-term loans directly to corporations.
Suppose a company needs a loan for 9 years, not 9 months. It could issue a bond directly to investors, or it could negotiate a 9-year loan with an insurance company:
The money to make the loan comes mainly from the sale of insurance policies. Say you buy a fire insurance policy on your home. You pay cash to the insurance company and get a financial asset (the policy) in exchange. You receive no interest payments on this financial asset, but if a fire does strike, the company is obliged to cover the damages up to the policy limit. This is the return on your investment.
The company will issue not just one policy, but thousands. Normally the incidence of fires “averages out,” leaving the company with a predictable obligation to its policyholders as a group. Of course the insurance company must charge enough for its policies to cover selling and administrative costs, pay policyholders’ claims, and generate a profit for its stockholders.
Why is a financial intermediary different from a manufacturing corporation? First, it may raise money differently, for example, by taking deposits or selling insurance policies. Second, it invests that money in financial assets, for example, in stocks, bonds, or loans to businesses or individuals. The manufacturing company’s main investments are in plant, equipment, and other real assets.
FINANCIAL MARKETS
As firms grow, their need for capital can expand dramatically. At some point, the firm may find that “cutting out the middle-man” and raising funds directly from investors is advantageous. At this point, it is ready to sell new financial assets, such as shares of stock, to the public. The first time the firm sells shares to the general public is called the initial public offering, or IPO. The corporation, which until now was privately owned, is said to “go public.” The sale of the securities is usually managed by a group of investment banks such as Goldman Sachs or Merrill Lynch. Investors who buy shares are contributing funds that will be used to pay for the firm’s investments in real assets.
In return, they become part-owners of the firm and share in the future success of the enterprise. Anyone who followed the market for Internet IPOs in 1999 knows that these expectations for future success can be on the optimistic side (to put it mildly).
An IPO is not the only occasion on which newly issued stock is sold to the public.
Established firms also issue new shares from time to time. For example, suppose General Motors needs to raise funds to renovate an auto plant. It might hire an investment banking firm to sell $500 million of GM stock to investors. Some of this stock may be bought by individuals; the remainder will be bought by financial institutions such as pension funds and insurance companies. In fact, about a quarter of the shares of U.S. companies are owned by pension funds.
A new issue of securities increases both the amount of cash held by the company and the amount of stocks or bonds held by the public. Such an issue is known as a primary issue and it is sold in the primary market. But in addition to helping companies raise new cash, financial markets also allow investors to trade stocks or bonds between themselves. For example, Smith might decide to raise some cash by selling her AT&T stock at the same time that Jones invests his spare cash in AT&T. The result is simply a transfer of ownership from Smith to Jones, which has no effect on the company itself. Such purchases and sales of existing securities are known as secondary transactions and they take place in the secondary market.
Some financial assets have no secondary market. For example, when a small company borrows money from the bank, it gives the bank an IOU promising to repay the money with interest. The bank will keep the IOU and will not sell it to another bank.
Other financial assets are regularly traded. Thus when a large public company raises cash by selling new shares to investors, it knows that many of these investors will subsequently decide to sell their shares to others.
Most trading in the shares of large United States corporations takes place on stock exchanges such as the New York Stock Exchange (NYSE). There is also a thriving over-the-counter (OTC) market in securities. The over-the-counter market is not a centralized exchange like the NYSE but a network of security dealers who use an electronic system known as NASDAQ6 to quote prices at which they will buy and sell shares. While shares of stock may be traded either on exchanges or over-the-counter, almost all corporate debt is traded over-the-counter, if it is traded at all. United States government debt is also traded over-the-counter.
Many other things trade in financial markets, including foreign currencies; claims on commodities such as corn, crude oil, and silver; and options.
Now may be a good point to stress that the financial manager plays on a global stage and needs to be familiar with markets around the world. For example, the stock of Citicorp, one of the largest U.S. banks, is listed in New York, London, Amsterdam, Tokyo, Zurich, Toronto, and Frankfurt, as well as on several smaller exchanges. Conversely, British Airways, Deutsche Telecom, Nestlé, Sony, and nearly 200 other overseas firms have listed their shares on the New York Stock Exchange.
Of course, theory is not the end of it. The financial manager is in day-by-day—sometimes minute-by-minute—contact with financial markets and must understand their institutions, regulations, and operating practices. We can give you a flavor for these issues by considering briefly some of the ways that firms interact with financial markets and institutions.
FINANCIAL INSTITUTIONS
Most firms are too small to raise funds by selling stocks or bonds directly to investors.
When these companies need to raise funds to help pay for a capital investment, the only choice is to borrow money from a financial intermediary like a bank or insurance company. The financial intermediary, in turn, raises funds, often in small amounts, from individual households. For example, a bank raises funds when customers deposit money into their bank accounts. The bank can then lend this money to borrowers.
The bank saves borrowers and lenders from finding and negotiating with each other directly. For example, a firm that wishes to borrow $2.5 million could in principle try to arrange loans from many individuals:
However, it is far more convenient and efficient for a bank, which has ongoing relations with thousands of depositors, to raise the funds from them, and then lend the money to the company:
The bank provides a service. To cover the costs of this service, it charges borrowers a higher interest rate than it pays its depositors.
Banks and their immediate relatives, such as savings and loan companies, are the most familiar financial intermediaries. But there are many others, such as insurance companies.
In the United States, insurance companies are more important than banks for the long-term financing of business. They are massive investors in corporate stocks and bonds, and they often make long-term loans directly to corporations.
Suppose a company needs a loan for 9 years, not 9 months. It could issue a bond directly to investors, or it could negotiate a 9-year loan with an insurance company:
The money to make the loan comes mainly from the sale of insurance policies. Say you buy a fire insurance policy on your home. You pay cash to the insurance company and get a financial asset (the policy) in exchange. You receive no interest payments on this financial asset, but if a fire does strike, the company is obliged to cover the damages up to the policy limit. This is the return on your investment.
The company will issue not just one policy, but thousands. Normally the incidence of fires “averages out,” leaving the company with a predictable obligation to its policyholders as a group. Of course the insurance company must charge enough for its policies to cover selling and administrative costs, pay policyholders’ claims, and generate a profit for its stockholders.
Why is a financial intermediary different from a manufacturing corporation? First, it may raise money differently, for example, by taking deposits or selling insurance policies. Second, it invests that money in financial assets, for example, in stocks, bonds, or loans to businesses or individuals. The manufacturing company’s main investments are in plant, equipment, and other real assets.
FINANCIAL MARKETS
As firms grow, their need for capital can expand dramatically. At some point, the firm may find that “cutting out the middle-man” and raising funds directly from investors is advantageous. At this point, it is ready to sell new financial assets, such as shares of stock, to the public. The first time the firm sells shares to the general public is called the initial public offering, or IPO. The corporation, which until now was privately owned, is said to “go public.” The sale of the securities is usually managed by a group of investment banks such as Goldman Sachs or Merrill Lynch. Investors who buy shares are contributing funds that will be used to pay for the firm’s investments in real assets.
In return, they become part-owners of the firm and share in the future success of the enterprise. Anyone who followed the market for Internet IPOs in 1999 knows that these expectations for future success can be on the optimistic side (to put it mildly).
An IPO is not the only occasion on which newly issued stock is sold to the public.
Established firms also issue new shares from time to time. For example, suppose General Motors needs to raise funds to renovate an auto plant. It might hire an investment banking firm to sell $500 million of GM stock to investors. Some of this stock may be bought by individuals; the remainder will be bought by financial institutions such as pension funds and insurance companies. In fact, about a quarter of the shares of U.S. companies are owned by pension funds.
A new issue of securities increases both the amount of cash held by the company and the amount of stocks or bonds held by the public. Such an issue is known as a primary issue and it is sold in the primary market. But in addition to helping companies raise new cash, financial markets also allow investors to trade stocks or bonds between themselves. For example, Smith might decide to raise some cash by selling her AT&T stock at the same time that Jones invests his spare cash in AT&T. The result is simply a transfer of ownership from Smith to Jones, which has no effect on the company itself. Such purchases and sales of existing securities are known as secondary transactions and they take place in the secondary market.
Some financial assets have no secondary market. For example, when a small company borrows money from the bank, it gives the bank an IOU promising to repay the money with interest. The bank will keep the IOU and will not sell it to another bank.
Other financial assets are regularly traded. Thus when a large public company raises cash by selling new shares to investors, it knows that many of these investors will subsequently decide to sell their shares to others.
Most trading in the shares of large United States corporations takes place on stock exchanges such as the New York Stock Exchange (NYSE). There is also a thriving over-the-counter (OTC) market in securities. The over-the-counter market is not a centralized exchange like the NYSE but a network of security dealers who use an electronic system known as NASDAQ6 to quote prices at which they will buy and sell shares. While shares of stock may be traded either on exchanges or over-the-counter, almost all corporate debt is traded over-the-counter, if it is traded at all. United States government debt is also traded over-the-counter.
Many other things trade in financial markets, including foreign currencies; claims on commodities such as corn, crude oil, and silver; and options.
Now may be a good point to stress that the financial manager plays on a global stage and needs to be familiar with markets around the world. For example, the stock of Citicorp, one of the largest U.S. banks, is listed in New York, London, Amsterdam, Tokyo, Zurich, Toronto, and Frankfurt, as well as on several smaller exchanges. Conversely, British Airways, Deutsche Telecom, Nestlé, Sony, and nearly 200 other overseas firms have listed their shares on the New York Stock Exchange.
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