FM230 Study Notes PDF
FM230 Study Notes PDF
● Classical = bank deposits ie cash (most basic, not best), equity, bonds, mutual funds,
etfs
● Anything not classical = alt
● Mf, etf: long posn in equity/bonds (maybe like tracking specific indices)
● Alt - directly going long, or going into complex strategies
○ Direct: real estate, crypto, private companies, commodities
○ Strategies: hedge funds, vc funds, pe funds, commodities futures
● Categories of inv strategies:
○ What it invests in
■ Classic vs alternative assets
● Cash, equity, bonds
● Real estate, crypto, private cos
■ Capital vs non capital assets
● Value of capital assets depends on cashflows
● Value of non capital assets depends on the asset itself, not
cashflows
○ How it invests in it
■ Beta v alpha
● Beta = follow the market, passive or defensive
● Alpha = try to beat the market, aggressive
■ Constrained v unconstrained
● by a benchmark, like the s&p500
● Constrained - tracks the index, so also passive
■ Passive v active
● Actively managed by a portfolio manager or not, ie do the
managers pick the assets or is it simply tracking an index
■ Long term v short term
● Strategic lt holding or st tactical invst
■ Beta, constrained, passive, long term = mf v/s alpha, unconstrained,
active, short term = hf
HEDGE FUNDS
HF Fees
Case discussion:
1. What are some possible explanations for the decline in advertised fees?
- rise in index funds (mfs, etfs); growth in alt invsts (vc, pe, etc) and other invst vehicles
as competition increases, fees decrease
- tech advances reduce txn costs, fees harder to justify
- investors become more educated, awareness inc for things like fees increasing doesnt
necessarily mean better performance
- increased transparency b/w principal and agent {reduces agency problem}
CATEGORIES OF HFs
1. Market Directional
a. Equity Long/Short
■ Long posn + short posn
■ Usually net +ve {long market exposure}
■ Focus = stock selection, skill based
Quantitative/technical: consistent patterns, historical data
Fundamental: analyse company + prospects, focus on
sector/segment
■ Eg. 2005: long 150% tobacco, short 50% computer tech {net long 100%}
Beta of the portfolio:
βT = .85, βC = 1.4, βP = 1.5 x 0.85 + (-0.5) x 1.4 = 0.58 < 1 = βmkt
CAPM :
E(R) = rf + βP(E(Rmkt) - rf) = 4.49% - 0.58(12.43-4.49)% = 9.10%
{4.49% and 12,43% are historic avg ret in period 1990-2005}
2005: return on tobacco = 30.5%, computer tech = -4%
Realised ret 2005 = 1.5(30.5%) + (-0.5)(-4%) = 47.75% > CAPM
predicted ret (9.10%) - is capm wrong?
○ Capm assumes well diversified portfolio, not the case here
Long only st allow traders to speculate on upward movements on
a stock, shorting allows also the reverse speculation to be made:
enriches opportunity set
Portfolio beta = 0.58 - might seem small, implicit in that is leverage
in the short posn, so not the correct measure of risk in this case
Manager made a bet on tobacco and computer tech industries
which was fulfilled in 2005 - not necessary (it might not have
either)
b. Market Timing
■ Time strategy to be fully invested during bull mkts and liquidate (have
cash) during bear mkts - easier said than done {v diff to predict in which
dirn mkt is going to go}
■ Obj: to capitalise on mkt timing/mkt mvmt - timing of entry and exit is
crucial
■ Uses a top-down approach {broader macro perspective first, followed by
more specific details}
Relies on macro factors to forecast gdp [business cycle]
■ Bullish - buy futures, bearish - sell
c. Short Selling
■ Net short exposure on mkt {short entire mkt = bet entire mkt is going
down : wouldve helped before gfc like in the big short}
■ Good downside protection in bear mkt (financial crisis of 2008)
2. Corporate Restructuring
a. Distressed Securities
■ Invest in securities of companies in bankruptcy or likely to fall into
bankruptcy
Reasons for bankruptcy
○ Too much leverage
○ Flawed a/cing practices
○ Senseless risk taking
○ Could also be bec of external factors like COVID which isnt
the company’s own fault
■ Like PE investing but HFs less concerned w fundamental value and more
focused on trading opportunities
■ Several ways to profit
Short sell distressed securities
○ V risky since outcome may not be the desired one
○ Puts downward pressure on stock prices - ethically, dont
want to be responsible for a good company losing value
bec of you
Capital structure arbitrage (long-short strategy)
○ Long senior debt, short junior debt
■ If prob of default increases - senior debt gains
value and junior debt loses value, so ideally long
senior short junior to gain
○ Long preferred stock, short common stock
■ Preferred stockholders are compensated after
creditors and before common stockholders, so
same logic as above applies
○ The former in both statements have priority over the latter
in event of bankruptcy
Find undervalued securities, sit on the creditors board {eg bank},
and influence voting outcomes to move stock prices in their favour
b. Merger Arbitrage
■ Buy/long - target firm + sell/short - the acquirer before a merger
● Lots of insider info reqd to know smth is happening : v risky
■ Stock of target at a discount relative to announced merger price
■ Deal may fail due to another firm stepping in or monopoly regulation
● Study companies, assess ROI relative to event risk
■ Significant due diligence reqd : current/past financial statements, SEC
EDGAR filings, proxy statements, management structures, cost savings
from redundant operations, strategic reasons for the merger, regulatory
issues, press releases, competitive posn of the combined company
■ Eg: LVMH and Tiffany’s
○
3. Convergence Trading
- theoretically, arbitrage usually refers to riskless profits, irl refers to low risk profits
- usual recipe: buy low - sell high for same/similar securities
* no/limited market risk - both txns instantaneous
* no basis risk when securities same (low when similar)
* no credit risk if txns are done using cash instead of borrowed funds
In reality, most of these are not perfectly true
b. Convertible Bonds
■ Corporate bonds that contain the option to convert the bond into
company’s stock
■ Fi sec w equity like characteristics
■ Defns:
● Convertible bond price = price of conv bond is you buy it
● Conversion value = amt inv receives after changed into stock
● Conversion premium = return from conversion
○ (Convertible Bond Price - Conversion Value)
Conversion Value
● Conversion ratio = no of stocks for every unit of the bond owned
● Conversion price = price at which a convertible security can be
converted into common stock {is it like a premium?}
■ Trading strategies
● Bond w price > conv value, do not convert - less correlated w the
underlying stock (less like equity)
● Bond w price < conv value, convert - more correlated w the
underlying stock (more like equity)
● goal/obj: eliminate risk from stock-price movement
● Strategy: buy convertible, short stock - DELTA HEDGING
○ Delta = sensitivity of option price to price of underlying
■ Eg. conv bond - par 1000, coupon 7.5% pa, conv ratio 20, trades for 900,
stock price 45, delta for bond 0.5 - how can you eliminate stock price risk?
● Buy 10 convertible bonds, sell 10 bonds x 20 conv ratio x 0.5
delta = 100 shares
● Hedge - pure fi sec + short rebate at 4.5%
● Math steps
○ No of shares given no of bonds, delta, conv ratio
○ Change in bp * no of bonds
○ Change in sp * no of stocks
○ Coupon earned on bonds
○ Short rebate
○ Total earning
○ Return on invst capital
○ Return w x leverage ratio at y%
■ Delta hedging neutralises effect of stock price movements {obj}
■ Risks exacerbated by leverage
● Two types of lev
○ Money borrowed to finance long posn
○ Stocks/underlying borrowed in short posn
● Hf managers - everything to gain from leverage, nothing to lose
○ Moral hazard - incentive to take on more and more risk for
potentially big gains
● Risks (magnified by leverage)
○ Liquidity - usually not publicly traded, harder to liquidate
○ Credit - issued by less than invst grade companies
○ Event - company may be downgraded
○ Interest rate - due to fixed inc component
○ Risk of being called - most conv bonds have pre-payment
option
○ Model - complexity of pricing
■ There is little impact from stock mkt (we neutralise stock mvmt)
c. Market Neutral
■ Similar to equity long/short, obj : beta = 0
■ Unlike it (which is still exposed to mkt risk - beta), takes a long and short
posn that neutralise mkt risk
■ Find liquid stocks usually of some specific characteristics eg midcap, in
local mkt
d. Statistical Arbitrage
■ Similar to mkt neutral
■ Neutralise more risk factors - small vs large cap, growth vs value etc.
● There is a whole factoral zoo (>100 factors which affect returns)
■ Mkt neutral: funda analysis, stat arbitrage : quantitatively driven models
e. Stub Trading
■ Stub = remaining outstanding stock of company (in bankruptcy event), or
when a smaller company spins off from a larger one
■ Eg. company a owns company b
● B contributes 20% to a’s consolidated profits
● A’s stock price = a’s profits + 20% of b’s profits
● To hedge 1 share of B, need 5 shares of A
● Obj: like delta hedging, want to eliminate stock price risk of stock b
○ A’s profit 45, b’s profit 40
○ A trading at only 50, not (45 + 0.2*40=) 53, ie undervalued
○ B trading correctly at 40
○ Take adv of mispricing
■ Go long A - undervalued + eliminate risk from B
■ Hedge 1B, need 5A
● Buy 5a for 5*50 = 250
● Sell 1b for 40
○ 2 scenarios -
■ B goes up
● A profit 45, b profit 42
● A trades correctly at 53.4 {convergence}
● B trades correctly at 42
■ B goes down
● A profit 45, b profit 30
● A trades correctly at 51 {convergence}
● B correctly trades at 30
■ Math for both-
● P/L on long A
● P/L on short B
● Short rebate
● Total
● Return on inv capital
● Return w x lev ratio at y%
■ Return is independent from price of B
f. Volatility Arbitrage
■ Trading of options and warrants
● Warrants = issued by companies for immediate financing needs,
usually not publicly traded (vs publicly traded options)
■ Option prices reflect implied volatility (Black Scholes) - more volatile,
more the option price
■ Options can also be over or under valued
■ If the forecasted and implied volatility differ, option = mispriced
4. Opportunistic
- Instead of using HF to hedge, it is used as a vehicle to open up other invst avenues
that would otherwise not be available through long only invst - expands investment
opportunity set
a. Global Macro
■ Broadest and most diversified instrument universe - lacks focus
■ Hurt by tech bubble and russian bond default
b. Fund of Funds
■ Managers who invest money in other hfs - added layer of fees
● Pro: diversified portfolio
● Con: too much fees bec pay fee to multiple managers
■ Use tactical asset allocation
■ Better risk control from diversified portfolios
PERFORMANCE DATA
● Based on past returns, not forward looking; also older data, not necessarily more recent
● Severe ripple effects - potential unlimited losses : can trickle down to other things
● Increasing size of the portfolio mitigates returns of adding hedge funds (diminishing
added value)
● Survivorship bias in data - we only observe remaining funds, not the ones that have
failed and dropped out like LTCM which biases the data upwards
PERFORMANCE PERSISTENCE
● Important parameter to judge hfs bec funds claim skill, but it could be just luck
● Some studies find no evidence of performance persistence while others find persistence
only in the short term - mixed answers
● -ve serial correlation of performance is prevalent in many cases
● Objective:
○ Search for an addnl source of return
○ Risk management
● Hfs can be selected
○ On an opportunistic basis - to expand investment opportunities beyond what can
be achieved through long only
○ As fof - to reduce idiosyncratic risk through diversification
○ As an absolute return vehicle
1. Opportunistic strategy
○ Hfs expand the opportunity set rather than hedge it
■ Do not hedge but complement risk and return characteristics
■ Add value to portfolio by focus (sector, strategy, etc)
● Eg. the ability to extract value on both long and short side of
biotech industry {if that is the sector they specialise in}
○ Usually opportunistic strategies have a benchmark (not abs return)
■ Benchmarking reduces flexibility since forces manager to worry about
tracking error
2. Fund of Funds
○ Usually invest in 5-20 HFs
○ Goal = diversify b/w hfs - even funds w/in same style have diff return patterns
○ Most studies show 5 funds are adequate to capture most diversification benefits
○ Result = return of cash + 500 bp (5%)
○ FOF investing is useful in
■ Risk budgeting
● Part of risk mgmt process - deciding how to allocate risk amongst
components of a well diversified portfolio
● Correlation - key parameter when assessing value of adding
security to portfolio
● Hurdle rate - measures at least how much return an asset should
earn so that it is a valuable addition for risk budgeting purposes
● HRY = Rf + (E(RP) - Rf) x corrYP x sdY/sdP
○ E(R) > HR - add to portfolio
○ E(R) < HR - don’t add
○ HR helps filter out sec w low sharpe ratio and high correln
w existing portfolio
■ Bond Substitute
● Acc to studies, hfs can displace bonds and cash in efficient
portfolios
○ HF fees!
● Higher return, similar sd and higher sharpe ratio
■ Portable Alpha
● Inc returns w/o inc beta
● Can be obtained from a diversified pool of hybrid managers w low
corr to traditional asset classes
○ Eg HFRI FOF earns an annual return 2% higher than that
for UST but has low correl w both equity and bond mkt
■ Inv $1bn in S&P500 - beta = 1, alpha = 0
■ Invst strategy - not increasing beta, earning alpha
● Beta of FOF = 0.17
● Need to buy into market exposure of
remaining 0.83 to maintain beta of invst at 1
● Use S&P500 futures to accomplish this
■ Inv $500mn in S&P500 w beta 1 + $500mn in FOF
w beta 0.17
● Gain rest of beta exposure by buying
futures in the S&P500
○ Financed by borrowing at cost of
4.5%
○ Beta = 0.83, so need to buy 83% of
$500mn = $415 mn
● Alt st: higher returns if the financing cost
implicit in the futures contract is not too high
● Final portfolio will have portable alpha and
beta 1
● E(R) of the $500mn in FOF = 10.43% +
0.83(12.43%) + 4.5% = 16.25% > 12.43%
■ Absolute Return
● Hf managers claim their ret are derived from skill at sec selection
rather than that of broad asset class
● Target an abs return (10%) rather than determine performance
relative to an index/benchmark or focus on risk mgmt
● Parameters - 2 levels
○ Individual hf manager
○ Overall hf program
● Limited or no correl to broader fin mkts - effectively zero beta
● Prior research indicates that hfs are a valuable addn to a diversified portfolio w/in M-Var
efficient frontier
○ Hf may pursue invst st that have non-linear p/o and are exposed to significant
event risks - not simply captured by two statistics of mean and variance, other
risk measures reqd
■ Sharpe: 90% of mf returns can be explained by trad asset classes
■ Fung-Hsieh: for hfs, only 25% of return = trad asset classes
● Return characteristics of hfs are v diff from other asset classes
● Market Directional - subject to Market Exposure
○ Eq long/short have net long mkt exp
○ Short sellers have net short mkt exp
○ Mkt timers have {in theory} insignificant mkt exp
○ Mkt doesnt always move acc to expectations - source of mkt risk is this
uncertainty
● Corporate Restructuring - subject to Event Risk
○ Risk that txns dont go through as expected
■ Eg lvmh - tiffany m&a process almost fell through
● Convergence Trading - subject to Convergence Risk
○ If conv of similar sec happens, manager pockets spread - otherwise, might be big
losses (eg lvmh - tiffanys m&a)
○ Risk that price of two similar sec does not converge
● Measurement of other risk forms
○ Volatility (sd) or variance (sd^2)
■ Normal dist - symmetric around mean
■ 1 sd around man = 68.2% data
■ 68.2 - 95.4 - 99.7
○ Kurtosis - how fat/thin the tails of the dist are, compared to nd w/ kurt 0
■ Fatter tails = +ve kurt, dist of returns has significant mass concentrated in
outlier events (outlier events more probable) - chances of extreme gains
or extreme losses higher
■ Thinner tails = -ve kurt, dist of returns has less prob mass concentrated in
outlier events (outlier events less probable) - chances of extreme gains or
extreme losses is lower, more prob mass around mean
○ Skewness - how symmetric a dist is, symm dist (equal prob mass on each side of
mean) has skew 0
■ -ve values of skewness indicate data skewed left
● Skewed left = left tail long relative to right tail
● For continuous, unimodal densities, -ve skewness => median
larger than mean
■ +ve values of skewness indicate data skewed right
● Skewed right = right tail long relative to left tail
● For continuous, unimodal densities, +ve skewness => median
smaller than mean
■ Risk averse investors like +ve skewness : +ve outliers > -ve outliers
● Mapping Risk
○ 45% cross-sectional variation of hf ret explained by 5 diff trading styles -
opportunistic, global macro, value, momentum, distressed securities
○ Including other factors (characteristics of asset that help explain returns eg size),
70% of the variation of returns on the HFRI composite index are explained which
is still small
○ Point = hf returns do not map as well to std assets as mf
■ non-diversified /concentrated portfolios
■ use of derivatives w non-linear payoffs
○ Eg, what factors explain hf conv bond returns?
■ Interest-rate risk (prices fall if int rates inc) - captured by treasury bonds
factor
■ Market risk (prices depend on how well the stock is doing) - captured by
s&p500 index
■ Credit risk (company defaults on the bond) - captured by sb high yield
cash pay index
■ Market volatility (conv bond is like a call option) - captured by VIX index
● Conv bond is like a call option: at some point you have the right to
convert your bond to equity, and thus payoff structure is similar to
a call option - payoff increases w volatility - prob of S > X
increases so payoff increases
■
● Only 37% of the variation in conv bond arb returns is explained
● Bonds and stocks not explaining returns - not significant : can
eliminate int rate and mkt risks
● Some return attributed to volatility but most attributed to the return
of junk bonds
○ Even in a single hf strat, mapping risk is difficult
■ Even more challenging when trying to compare b/w diff invst st that
manage or try to manage diff types of risk
■ Mapping into a single metric - usually not adequate, if not misleading
■ Possible solns-
● Individual inv choose hf to generate excess returns but manage
risk themselves
● Demand more transparency from hf and try to see underlying inv
posns
● Transparency Risk
○ Arises from lax reguln and filing req of hfs
○ Issues for investor due to lack of transparency
■ Authenticity of return claims - cant tell whether reported returns are
correct or there are some sneaky accounting practices behind the scenes
■ Cannot measure/manage risk
○ Managers are reluctant to disclose more
■ It is a highly competitive industry
■ To avoid replication of their strategies and hence losing profits
■ To avoid others picking off on their trades, eg short squeeze
○ Reasonable compromise = lagged reporting of aggregate risk exposure
■ Lagged = not forced to report from v recent years
■ Aggregate = of all hfs in a particular strategy, not really fund specific
■ Report agg - sector/industry, top 10 inv posns, net mkt exposure, total
long/short exposure, lev, durn and convexity, exposure to mkt events
{short volatility}
● Data Risk
○ Selection bias
■ Upward - hfs that do well have incentive to report to advertise that they’re
doing better than others, to draw clients
■ Downward - hfs that do REALLY well do not want to report to avoid
diluting their performance (eg regulators, peer funds)
● May be involved in some malpractices, insider trading etc which
could get them in trouble w regulators - want to avoid attention
○ Liquidation / Survivorship / Catastrophe Bias
■ Hfs that are performing poorly may cease to exist - stop reporting their
performance even before
■ Upward bias of 0.70%
○ Overall upward bias in reported hf performance is 4.5%
○
■ Except for short sellers and market timers, hedge funds did not offer
diversification benefits to this event
■ Even mkt neutral funds had significant -ve abnormal returns
■ Many funds req several months for their arbitrage strategies to work and
req normal mkt liquidity - when events in ‘98 happened, mkt dried up
causing margin calls that led to big losses
■ Funds couldnt support each other bec most had similar risk exposures
HF BENCHMARKS
Event Studies
● Eg debt issuance
○ Challenge - not all firms issue debt and those which do dont do so at the same
time - firm specific, some issue multiple times
○ Decision studied in event time
■ Identify firms issuing debt in dataset
■ t=0 when debt issued
● Multiple issuances = separate events
■ Calc avg ret around t=0 {t=-10,-9,...9,10}
Abnormal Returns
+ve ret alone means nothing, may be exp comp for risk
Most cases: abnormal return used rather than raw returns
AR = ret over and above what wouldve otherwise been expected
○ Ret associated w event that cannot be explained by current knowledge of risks
○ AR non zero - inv can use event as signal
Ways to compute
○ Factor models
■ Estimate factor model on pre event data by reg return on factors and
obtain coeffs
● Rit - Rft = α + β(Rmt - Rft) + et
■ Use α, β to calc exp return around event
● E(Rit) = Rft + α + β(Rmt - Rft)
■ The abnormal return is
● ARit = Rit - E(Rit)
○ Control Group
■ Identify group of stocks that did not undergo event simultaneously to
chosen sec in real time
● Pref - similar risk characteristics as treatment group
● Eg. if intel issued debt in may ‘95 - identify stocks in microchip
industry that did not issue debt in 1994-1997, ie AMD
● Abnormal return = RINTC - RAMD
○ Two approaches - which is better?
■ Factor models
● Theoretically disciplined - based on statistics
● What if model itself is wrong? Eg missing factor
■ Control group
● Simple to perform
● Market disciplined - directly comparing returns
● Subject to choices of comparing firms - at the end of the day the
two secs will never be the same/identical
Application - Leverage Events
● Event study to understand effects of firms’ capital structure decisions
● Leverage - proxy for capital structure
○ Lev = D/A = D/(D+E)
○ Higher D or lower E – higher lev
○ Higher lev = more volatile cf and more risk
● Finding = prices jump up if lev inc and drop if lev dec
Slide 11 = ?
Trading Opportunities
● Jump at t=0 - says nothing about mkt ineff (mkt reacts to newly released info)
○ Meaningless for trading unless private info available
● Non zero AR post event (t>0) may indicate mkt indeed - prices did not fully adjust to new
info
○ Buy after event if AR +ve, sell if AR -ve
○ It may be that event changes risk characteristics of firm and previously est beta
no longer valid - ar not really diff from 0
● Non zero AR prior to event (t<0) - possible anticipation of event / limited early release of
info / insider trading
○ Observing run up - possibility to anticipate event, trade on it ahead of time
○ Alt expln (less sinister) - non zero ar at t<0 make the event more likely
Over/Under rn
● Psychology
○ Overrn - people get excited about +ve info, stocks that did well are overpriced,
will do poorly in future
○ Underrn - people do not fully react to +ve info, stocks that did well are
underpriced, will continue doing well
● Criticism of psychology - lack of discipline: close to assuming result
RETURN ANOMALIES
Observed return patterns that cannot be explained by known risk stories
Momentum
● Stocks that did well continue to do so over the next 12 months, then a reversal in the
following 24 months
○ Jegadeesh and Titman, 1993
○ Consistent w initial underrn, long term overrn
● Seems to be fairly robust, addnl studies have not yet found evidence of it having gone
away
○ Many funds still trading momentum
○ The refine the strategy to minimise stock turnover and txn costs
● Strategy Implementation
○ Each july 1st, compute the return for ach sec over the previous J quarters
■ J = 1, 2, 3, 4
○ Sort all of the returns and assign secs into one of 10 portfolios based on their
prev J qtr returns
■ Portfolio 10 - best 10% performers, Portfolio 1 - worst 10%
○ Buy portfolio 10 and short portfolio 1 and maintain this posn for K quarters
■ K = 1, 2, 3, 4
○ Results in 16 possible strategies - J month / K month strategy
○
● Can momentum be explained by known risk stories?
○ It is poss that p10 is more risky than p1 {higher ret, smaller size} therefore earns
higher ret
○ Double sort portfolios based on past performance and historical beta (β3 is the
largest, captures correlation with market risks)
■ If momentum is coming from beta risk, high returns should be
concentrated in high beta portfolios only
○ Double sort portfolios based on past performance and size (S3 is the largest)
■ If momentum is coming from small firm risk, high returns should be
concentrated in small portfolios only
○ Neither size nor market risk seem to explain momentum
○
● Regression approach to account for known risk factors
○ Reg momentum pf on mkt ret
■ Intercept is capm alpha (AR)
■ If ret +ve for p10-p1 then momentum ret not acc for by capm risk
■ Non zero alphas remain
○ Alt: reg momentum pf on ff’s 3 factors and check for alpha
■ Int : ff 3 fac alpha
■ If +ve for p10 - p1, then momentum ret not acc for by ff 3f risk
■ Ff model not yet popularised when jeg and titman wrote about momentum
○
○ Event time analysis
■ Useful to consider performance of strat in event time to know when to get
out
● Cum ret (not ar) is 9.5% over 1st 12 mths
○ Likely big enough to withstand txn costs
● Cum ret 5.5% after 24 mths
○ Reversal in mths 12-24
● Cum ret 4%, not significant after 36 mths
Expected Earnings
● In order to identify an earnings surprise, first id exp earnings
○ Note- for many firms, earnings are highly seasonal (more iphone buyers after
new product announcement)
● Common factor in earnings
○ Reg a firms earnings on some factors (mkt earnings) using lagged data
■ Et = A + BEMt + et
■ Calc abnormal earnings to be diff b/w announced earnings and earnings
predicted by reg: AEt = Et - (A + BEMt)
● Standardised unexpected earnings
○ A simple model where past earnings are the best forecast of future earnings
○ To control for seasonality, the surprise is the difference b/w todays earnings and
earnings 4 qtrs ago
○ The surprise is normalised by the std dev of the past 8 surprises
○
● Many firms followed by analysts who forecast earnings, any time an analyst revises
forecast can be considered a surprise
○ Analysts’ estimates are not always revised every mth, so take 6 mth avg
○ REV6: 6 mth MA of rev earnings forecasts by analysts
○ If earnings were truly a +ve/-ve surprise, the firms stock returns should be v
+ve/-ve at the time of announcement
■ Pro: no need for model of exp earnings
■ Con: need to model exp returns
● This eqn assumes capm and beta 1, could estimate beta on
historical data or use ff3f model to get exp return
● Implementation
○ Measure of earnings surprises - SUE
○ Look back 6 mths, sort all firms based on SUE, set cutoffs to assign firms
■ ie what is SUE of top 10%, top 20%, bottom 10%, etc
■ Look back bec only use info currently available
■ Assign firms to one of the pfs based on these cutoffs
○ Track AR of these pfs in event time
■ BT simply uses Rit - Rmt as abnormal return
○ This is not a trading strat yet - trading strat would need to specify
■ Which of the 10 portfolios to long/short
■ When to unwind posns
○ Looking at performance in event time helps formulate a trading strat
Potential Explns
● Reverse causality
○ Could be that firms w +ve ar are more likely to have +ve earnings ‘surprises’
○ Rule out this expln if measure of surprise is perfect
● Similarity to momentum - firms that do well continue to do well
● Could also be risk - perhaps these firms have higher beta?
Can risk explain PEAD?
● Bid/ask spread - you buy for more than avg price, you sell for less
○ Diff is how mkt maker makes money
○ Spread is small for large, liquid stocks and high for smaller, illiquid stocks
○ If a strat relies heavily on small illiquid stocks, it is less likely to survive txn costs
● Short sale constraints - it is impossible to short sell certain stocks, and even if short
selling is possible, it is usually costly
○ Margin requirements limit size of posn
○ If a strat relies heavily on short selling, it is less likely to work in real world
● Liquidity - some stocks may be difficult to sell
○ This is esp true during extreme times
○ Liquidity risk may make strategies much riskier than they appear (LTCM)
Liquidity
● A pead long/short start provides a return of 0.24% per month in the most liquid stocks
but 1.79% per month in the most illiquid stocks (before subtracting out costs)
● Illiquid stocks have high trading costs and market impact costs - they find that txn costs
account for 66% to 100% of apparent pead long/short strat
●
For many strategies, rebalancing is the biggest headwind - everyone knows about momentum,
many people trade momentum - the best funds dont just trade momentum, but minimise
associated costs - higher frequency strategy = more costs
Value Premium
● Book to market ratio = B/M = book value of eq/mkt value of eq
○ High b/m stocks - value ; low b/m stocks - growth
○ Value stocks - low expected growth, bad past performance
● Value premium = long value stocks and short growth stocks generate +ve ar4
VENTURE CAPITAL
FINANCING STARTUPS
Debt vs Equity
● Debt - you are the full owner of the project but you promise to pay back creditors some
prespecified amount
○ Monthly mortgage
○ Coupons and principal on corporate debt
● Equity - your investor becomes your partner and owns a piece of the project
○ Any cfs from your project are split among all eq holders
○ Dividends and share repurchases
○ Equity holders typically have a say (vote) in how the firm is run
RISK SHIFTING
● Firm financed w a lot of debt - its downside is limited but its upside is unlimited
○ Will want to take a lot of risk - increase option value
○ Inv know this and ask for higher stake in the firm to compensate for more risk
○ The entrepreneurs receive less money, hurting their willingness to take on the
project upfront - equity does not have this problem
● Example - 2 projects available
○ Safe/good (SG) - invest I = 1 at t = 1, receive 2 or 1 w prob 0.5 at t=2
○ risky/bad (RB) - invest I =1 at t = 1, receive 9 w p = 0.1 or 0 otherwise at t=2
○ Rb is riskier and has a lower expected value than sg
○ Simplifying assumption - risk neutrality, no discount, reqd ret = 0% {only need to
breakeven}
○ Debt
■ Suppose debt financing and tell creditors will take sg project
● Must promise to pay some face value FSG
■ If sg carried out as promised
● can issue rf debt FSG = 1 and always honour it
● p/o to you = 0.5(2-Fsg) + 0.5(1-Fsg) = 0.5
■ If deviate and take rb project
● p/o to you = 0.1(9-Fsg) + 0.9(0) > 0.5
● Incentive to bait and switch
■ When obligation is fixed and downside is limited, want to take on as much
risk as possible
○ Many creditors will anticipate firms may want to risk shift - will charge a higher
interest rate
■ Creditors anticipate rb chosen:
● 1 = 0.1Frb+0.9*0 => Frb = 10 > 9
● This suggests - even in the good state, the project will not be
valuable enough to pay back the debt ↔ npv < 0
● No project funded
● For young firms w high risk and little available info, debt and public eq face major
problems
○ Debt induces risk shifting
○ Equity is the better choice
● Back to example
○ Equity
■ Suppose equity financing
● Promise share a to outside investors
■ If implement sg
● 1 = asg(0.5*2 + 0.5*1) ⇒ asg = ⅔
● p/o to you = (1-asg)(0.5*2 + 0.5*1) = 0.5
■ If implement rb
● 1 = arb(0.1*9 + 0.9*0) ⇒ arb = 1.1
● a>1 impossible, project not funded
● p/o to you = 0
■ Tell investors sg but take rb
● p/o = (1-asg)(0.1*9 + 0.9*0) = 0.3 < 0.5
● No incentive to bait and switch - w equity financing, you have the
incentive to credibly choose the best project
DEBT OVERHANG
● Suppose the firm has a lot of debt in place, and there is a good chance that it wont be
able to pay back
● Debt overhang = the firms has little or no incentive to make improvement. Why?
○ Bec the eq holder have to make effort and absorb the costs of the improvements
but the benefits of the improvement goes mostly to the creditors - they are more
likely to get paid in full
○ So eq holders have no incentive to make costly effort that improves the firm
● Example - consider a troubled firm w face value of debt F = 50 maturing tomorrow
○ Cf tomorrow can be 60 or 40 w p = 0.5 each
○ Assuming risk neutrality and no discount
○ Value of debt today is 0.5(50) + 0.5(40) = 45
○ Value of equity today is 0.5(60-50) + 0.5(0) = 5
○ Suppose eq holders can spend 6 and improve tomorrows cf by 10 uniformly to 70
or 50 → +ve npv of the improvement : 10-6 = 4 ie efficient
■ Do eq holders have the incentive to make such improvements?
■ Calc p/o after making the improvement, including the cost of doing so
■ Value of debt - given improved cf 70 or 50, debt becomes rf, so value of
debt is 50
■ Value of equity - including the cost of making improvement, 6
● 0.5*(70-50) + 0.5*(50-50) - 6 = 4
● This is less than before the improvement (5)
● So +ve npv improvementg is passed up
● Eq absorbs the full costs of the improvement but not its full benefit
ADV OF VC
● Single large shareholder - incentive to pay informational cost of learning firm quality
○ Vcs often specialise in a sector eg biotech, software
○ Avoids free rider problem which prevails ampng small public investors
● VC are equity investors - alleviate risk shifting and debt overhang problems
VENTURE CAPITAL
● Vcs fin high risk ilia unproven firms by purchasing senior eq stakes
● For their services (monitoring) they often get high rates of return
SPECIALISATION
● By industry
● By region
○ Certain regions have amassed concentrations of new tech and vcs find it
convenient to concentrate on a particular region
○ Easier to monitor capital but may lack diversifcation
● Turnarounds
○ Buy near failed startups from other vcs
○ High tisk since firm likely to be bad
○ However firm bought at deep discount
DRAWBACKS OF PE
● Illiquidity
○ By defn, pe has no secondary mkt to liquidate posns into cash
○ If inv exp to have occasional need for cash then pe may not be suitable
○ Inv who prefer long term inv are interested in pe
■ Ultimate inv - pension funds, wealthy people, funds of funds
■ Contribution to vc is typically committed for 5-10 yrs
○ Example- suppose there is a project which req initial inv of I=1 at t=1
■ Risk neutral, appropriate discount rate is 10%
■ Will pay 1.5 w certainty at t=3 ⇒ NPV = -1 + 1.5/1.12 = 0.24
● At t=1 you borrow 1 at 10% by promising to repay 1.1 tomorrow
● At t=2 you owe 1.1, you refinance - borrow 1,1 use it to pay off
initial debt, by promising to repay 1.1(1=10%) = 1.21 tomorrow
● At t=3 you owe loan from t=2, pay off 1.1*1.1=1.21 and are left w
1.5-1.21=0.29 profit → PV = 0.29/1.12 = 0.24 = NPV
■ However, suppose there is a 33% chance that no new financing is
available at t=2 – liq crunch
● If a project is liquid, you sell it at t=2 for its pv and use it to pay off
creditors
● If a project is illiq, you cannot sell it for its full value - you can only
sell it for a*value
○ mayb e you are the only one who can run it
○ Banks know quality of loans it gave but outside banks do
not
● If a is low enough, you will never fund the project
○ Suppose a = 0.25, then in period 2, project is liq for 0.34 all
of which goes to creditors
○ Creditors will n% interest rate - will ask for 1 = (0.67(1+r) +
0.33*0.34)/1.1 ⇒ r=47%
○ If r=47%, at t=3, you will owe 1.47*1.1 = 1.62 > 1.5
● Illiquidity is costly
DETERMINANTS OF VC ACTIVITY
● Supply of funds
○ Int rates
○ Cap gain taxes
○ General mkt performance
○ Outside opp
● Demand of funds
○ r&d activity
○ Gdp growth
○ Active stock mkt
● Vc activity is +vely related to r&d activity and job growth (cross sectionally by state)
CORPORATE VC FUND
● Many larger firms created their own vc funds
○ Often but not always to nurture and bring to mkt internally developed ideas
○ Parent company’s capital only
● Eg intel started intel capital w focuses on the internet economy
○ 1991-2005: $4b inv in 1000 companies
○ 160 acquired, 150 ipod
○ Microsoft, xerox, hp, amaco, oracle
○ Universities - mit, stanford
● Potential problems
○ Possible conflicts of interest b/w parent and subsidiary
○ 10yr horizon and ilia may be too long for short term profits reqd by public
shareholders (of the parent company)
○ Increased risk of loss - doubling down
■ Vc alr operates in parents main line of business
■ Dell lost $200m in 2001 on dell ventures in addn to $1b on its general
investment portfolio
LIMITED LIABILITY
● Typical of us corporations
● Inv cannot be asked to contribute more than what they have alr put in
○ I buy $1m worth of onlinecasino.com
○ I now own 20% of its shares - $5m mkt cap
○ Joe college gambles away his tuition and whines to congress
○ Court awards $100m in punitive damages to joe - i lose by $1m but cannot be
asked to contribute more towards the $100m
LIMITED PARTNERSHIP
● Most pe firms today are limited partnerships (80%)
● Gps have joint unlimited liability for the partnership
○ Debt, lawsuits, etc
○ More risk for gp but signals gp is serious and committed
○ No corp tax on partnerships
● Lps have limited liability
○ Cannot lose more than initial inv
○ Are promised some rate of return
○ Commit initial inv but are not asked to contribute until called - when vc finds invst
■ This makes it easier for vc to raise money
Raising Funds
● Vc is typically the gp and outside inv are lps
● Gp has full auth to manage the fund subject to covenants
○ Covenants = restrictions put on the manager in charter
○ These restrict the gp from expropriating from the lps
● If these covenant did not exist then the lps would be less likely to inv w the gp
○ Thus gp is actually better off from installing the covenants even though they are
restricting him ex-post
Determinants of Covenants
● Managers w high pay performance sensitivity (PPS) face fewer covenants - PPS is a
substitute
● When vc activity is high, there are fewer covenants - gp has more bargaining power
SOURCES OF FUNDING
● Initially - 70% pf + 11% govt
● 2005 - 50% pf, rest private sources (uni endowment funds, high net worth individuals,
hfs, fofs, etc)
COMPENSATION
● Two types of fees - management + percent of profits
○ Management = fixed fee, irrespective of how well vc performs
■ Typically 1%-3.5% of committed capital per year (not inv cap)
○ Percent of profit aka carry
■ Typically 20% for most funds, 35% for best funds
■ If vcs invst go bust, gp loses nothing - except reputation
■ Strong incentive to risk shift - increase volatility
○ Clawback provision - lps can claim back previously paid incentive fee if at the
end of fund, the lps did not earn some prespecified amount of money
○ Escrow agreement - portion of vcs incentive fees held in separate a/c until fund
is liquidated
○ Timing of distribution - profit sharing fees cannot be distributed until after all
committed capital is paid back to lps
■ Year 3 - fund receives first profits and pays them to lps
■ Year 5 - lps initial inv fully paid
■ Year 6 - all future profits are paid out, 80% lps and 20% gp
Risk Shifting
● Fund manager = you, raise $100m from lp
○ Pay package = std, $200k/year salary, 1% of managed funds, 20% of all profits
○ Fund duration 7 years
○ 2 available projects
■ A: I=100M, pays 200M or 150M with p=50%
■ B: I=100M, pays 1B with p=40%, 0 otherwise
○ Utility calc - yours higher when choosing b vs lps higher when choosing a :
clashing preferences, you choose to take on much more risk than lps prefer
Other Agency Costs
● W risk shifting, we saw that when compensation involves too much equity, gp has
incentives to take on too much risk
● However, when there is not enough incentive based compensation (equity, options),
other problems arise
○ Managers receive perks from firm - even if it v costly to the firm and unnecessary
○ Empire building - managers like to feel v imp, may acquire lots of projects so that
they are in charge of large empires even when projects are unprofitable
● In general, there is a v fine line b/w the dangers of too much incentive based
compensation (risk shifting) and too little (lack of effort, perks, empire building)
● Smart design of security can alleviate many kinds of agency problems
Financing Securities
● Preferred shares
○ Typically senior to common shares in liq of assets
○ Often have some guaranteed dividend
○ May have stronger or weaker voting rights
● Convertible preferred shares
○ Preferred shares that can be converted into a prespecified number of common
shares - bought for potential liquidity
○ Can be done at any time, but cannot be undone
● Convertible debentures
○ Bond (>10 yrs mat) that can be converted into shares in some prespecified
amount
STAGES OF INVESTMENT
● Angel investor
● Seed capital
● Early stafe vc
● Late stage vc
● Mezzanine stage
● If at some stage product proves to be not viable, no more financing at later stages - what
can be sold off is sold off and vc cuts losses
● Valuation is analogous to real options framework
Angel Investor
● An inv who provides fin to ent at a v early stage
● Agreement may be formal or informal but typical angel investor is promised some eq
● Amount typically small - $50k-$500k which allows ent to begin development
Seed Capital
● 1st stage where vcs inv w startup
● Business plan created, parts of mgmt team assembled
● $1m-$5m provided to complete dev + begin marketing
● Prototype may be complete and testing w customers may have began - beta testing
product sent to potential customers for free, they provide input
● little/no revenue - start up still a long shot at this point
VALUATION
● During early rounds of financing, valuation is usually rough
○ Maybe no way to precisely value raw idea
○ Maybe angel inv doesnt care about how much eq recd
● In later rounds - precise evaluation becomes extremely imp
○ 1% eq may turn out to be worth millions of $s
● Vcs rely heavily on past fin statements as well as projected ones
● Accounting
○ FCFs!!!
■ EBIT = Revenue - Cost - Depreciation
■ FCF = EBIT(1-T) + Dep - CapEx
= (Rev - Cost)(1-T) - Dep(1-T) + Dep - CapEx
= (Rev - Cost)(1-T) + T*Dep - CapEx
■ Other things like NWC ignored for simplicity
○ Depreciation is not real → concept made up for tax purposes, not an actual cash
outflow but can affect cf bec is tax deductible
■ Dep tax shield
● If ignore dep altogether, get the wrong numbers!
● Eg diff in operating cf is 24 (correct) - 21 (wrong) = 3
○ Exactly the dep tax shield : 10*0.3 = 3
○ Present Value
■ Value of any project/firm = pv of all future fcfs coming from it
■ Pv of future cfs must be discounted at an appropriate disc rate
● If you can put money in an invst w similar risk and earn 2% return,
then $1.02 next year is worth $1 today
● Similarly 1.022 = $1.04 in 2 years or 1.023 = 1.061 in 3 years or
$1.02T in T years are all worth $1 today
■ A project that costs $1 to implement today and will pay $0.5 next year and
$0.6 the following year is worth -1 + 0.5d + 0.6d2 = 0.0669 if d = 1/1.02,
discount rate = 2%
○ Valuation by Multiples - assess the firms value based on that of publicly traded
comparables
■ Cf based value multiples
● MV of firm/Earnings, MV of firm/EBITDA, MV of firm/FCF
■ Cf based price multiples
● Price/earnings (P/E), Price/EBITDA, Price/FCF
■ Asset Based multiples
● Mv of firm/BV of assets, MV of eq/BV of eq
○ Procedure
■ Hope - firms in the same business should have similar multiples (P/E)
■ Step 1 - identify firms in the same business as the firm you want to value
■ Step 2 - calculate p/e ratio for comps and come up w an estimate of p/e
for the firm you want to value {eg take avg of comps’ p/e}
■ Multiply the estimated p/e by the actual net inc of the firm you want to
value
○ Example - cyberdyne
■ Uac: oi = 200m, mkt cap = 1.6b
● Similar business model to cyberdyne
● Uac has 100% eq - otherwise must take into a/c tax adv of debt
■ Uac’s mv/ebit = 1600/200 = 8
● Since cyb is similar, we can assume it will also trade at same
multiple once public
● Ebit in 2014 is 30, so its value in 2014 (TV) should be 30*8 =
240m – could use this instead of earlier 230.77m
■ Multiple method works well bec it incorporates mkt belief instead of
relying on cf and disc rate forecasts
● What if mkt is wrong?
● What if cyb is not similar to uac?
Late Stage VC
● $5m - $15m
● By now su may have experienced 1st profitable qtr, product is likely to be commercially
viable
● However, firm is still vulnerable - needs addnl cash infusions for stable profitability and to
reach potential
● Attract new talent, expand manufacturing, improve distribution channels, etc
● Often firm has large a/c receivable but needs cash immediately to grow
● The amount of financing is getting bigger at each stage
○ Only the best firms have made it to this stage - bad ideas dropped out early
○ Once the idea has proven to be good, it makes sense to increase its scale
■ This costs more money
■ Real options - option to expand
● Real Opftions
○ Option to abandon
■ The full invst does not have to be made at t=0
■ Small initial invst can be made, if it turns out project is not good, no further
invst made
○ Option to expand
■ After first invst is made, it turns out product is better than all competitors
■ Large secondary invst is made to expand product reach
○ Option to wait
■ We can wait and learn about project before committing any money
○ All of these are why multi-stage financing makes sense - this also explains why
firms in later stages are worth more, and why invsts are bigger
○ Example - rights to operate a gold mine for 3 yrs
■ Mine produces 50k ounces
■ Cost of extraction = 230/ounce
■ Gold price currently = 220/ounce
■ Price can change by 20% or -10% w equal probability every year (given
by the next figure)
■ R = 5%
■ 1st cf occurs immediately
○
○ Harvest in year 4
Mezzanine Stage
● $5m-$15m
● Final stage before ipo or strategic sale
● Su is now fairly grown, w solid management team, proven product but further growth
aspirations
● Financing needed to keep firm from running out of cash before ipo
● Often in form of convertible debt
● Regular bank debt often added at this stage
● During tech bubble - many firms far from ready (later proved to be disasters) were
quickly brought through all stages
Benefit of Debt
● Why do firms want to issue debt?
○ Can produce larger project + higher return
■ Suppose company can turn 2m invst into 2.2m
■ A 10% return if you inv 2m out of pocket
■ But if you borrow 1m w 5% int rate and pay 1m out of pocket, your return
on the 1m personal inv is 2.2-1.05m-1m = 0.15m: 15% return
● The levered production is more risky too
● Tax benefit - the interest payment is tax deductible = interest tax shield
Security Design
● We also know having too much debt creates problems - risk shifting, debt overhang, etc
● How can we take adv of the benefit of debt and avoid its potential problem?
○ Smart design of securities - convertible debt alleviates risk-shifting problem
● Convertible Bonds
○ Starts life as a bond but subsequently may turn into common stocks if the
investors wish to
○ Conversion ratio - the number of shares into which each bond can be converted
○ Conversion price - value of a convertible bond divided by the number of shares
into which it may be exchanged
■ Can be quoted in terms of fv or mv - when quoted in terms of the mkt
value of the bond, refer to this as mkt conv price
○ Conv bond = straight bond + option to acquire common stock
○ Example - firm w 1000 shares
■ 1000 outstanding conv bonds w fv 1000 each → total fv = 1m
■ At maturity, bond holder have the option to convert each bond into 1
share
● For each bond, the bond holder gives up the bond
● The firm creates 1 new share and hands it to the bondholder
● Conv ratio = 1
● Conv price = 1000/share conv = 1k
■ Decision to convert - when to convert?
● Compare two payoffs
○ Straight bond payoff (if not converted)
■ If at maturity, the firm value x < 1m, bond holders
receive the whole firm value x
■ if x > 1m, bond holders receive the full face value
○ Conversion value (if converted)
■ Bond holders receive 1k shares, receive 1k/(1k+1k)
= 50% of the firm value (0.5x) - old shareholders
still have 1k shares
■ Convert if conversion value is higher
● 0.5x > 1m ⇒ x > 2m
○ Convertible bonds and risk shifting problems
■ The firms has two invst opportunities, both requiring 100 inv
■ Firm is risk neutral, no discount
■ A pays 200 w prob 0.4, 0 w prob 0.6 → npv = -20
■ B pays 120 for sure → npv = 20
■ W straight debt, the firm cannot get financing
● If firm says its taking a then no financing bec neg npv
● If firm says its taking b then promised fv is 100 - issue rf debt
○ But given 100 liability
■ Exp p/o from b is 120 - 100 = 20
■ Exp p/o from a is (200-100)0.4 = 40
○ The firm would deviate and switch to a
○ So no debt financing available
■ Smarter design - convertible bond financing to raise 100
● Suppose company has 10 shares
● Issue rf debt w fv 100 - convertible to 40 shares at maturity
○ If convert, bondholders receive 40/(40+10) = 80% of firm
○ Otherwise, min (x,100) where x denotes total final p/o
■ If outcome 120 - dont convert (120*0.8 < 100)
■ If outcome 200 - convert (200*0.8 > 100)
● Given the conversion decision, firms p/o
○ If b, 120 -100 = 20
○ If a, 200(1-0.8)0.4 + 0*0.6 = 16 < 20
○ Thus firm has no incentive to deviate from b to a
■ Why can conv bond alleviate risk shifting problem?
● Forces eq holders to share upside w bond holders
● Reduces benefit of a risky project to the eq holders and reduces
their gambling incentives
Stylised Facts
● Avg early st invst 1.3-2m smaller than comparable late st invst
○ Greater invst needed to expand firm
○ Exp justified by higher prob of success
● Most imp determinant of total vc financing is number of financing rounds
○ correl - not necessarily causation
■ More rounds - get more money
■ Need more money - must have more rounds
● Firms in industries w more tangible assets receive less vc financing
○ Less informational asymmetry
○ Easier to get alternate financing
■ Eg use tangible asset as collateral to get bank debt
● Firms in industries w high m/b ratios, r&d intensive industries receive more vc financing
● Firms that end up going public receive 3-5m more than firms that stay private - also
receive more financing rounds
○ Ipo is a valuable exit for vcs
○ Vcs learn about firms’ quality and contribute more if there is a good chance of
going public
Monitoring
● Risk shifting - disadv of debt fin
● Free rider problem - disadv of weak eq
● Vcs combination of eq fin + monitoring - crucial for young firms
● Vc - often on bod
○ Provide advice, set goals
○ fire/hire managers
○ Have access to consultants, accountants, bankers, lawyers, potential customers
Syndication
● Multiple vcs inv in the same project - sometimes in multiple stages
● This helps vcs diversify
○ 100m fund can only inv in 10 10m firms - 10 is small enough for idiosyncratic risk
to really matter
○ 100m fund can invest in 20 10m firms if it settles for ½ of each firm
● Added benefit of getting 2nd opinion on su’s viability
EXIT PLAN
● After several years vc want to cash out
● Firm may be sold to existing company or to public (ipo)
● Existing firm may want to acquire su’s tech or mkt share or brand name
● Ipo - shares sold to public
○ Ib acts as intermediary
○ Ipo underpricing
IPOs
● Privately owned firm goes to public mkt to raise funds by selling eq for the first time
● Benefits
○ Funds for invst
○ Diversify the initial inv
■ Founders and other early inv bear idiosyncratic risk for which they are not
rewarded
■ Current eq holders usually sell a fraction of their shares - but not a large
fraction
● Need to maintain the original owners’ incentive to work
○ Exit strategy for vcs and other investors
■ Founders want vcs and banks out (would rather have dispersed
shareholders)
■ Vcs and other early investors want out - typically have a 5 to 10 yr
timeframe, want to realise return and move on
● Costs
○ Monetary costs
■ Admin costs
● 2-10% - big economies of scale in ipos
● After ipo, expensive to comply w regulatory filing req after
becoming a publicly traded company
■ Underwriting costs
● 7-11% - this is the fee that ib charge for their services
■ Underpricing
○ Disclosure requirements
○ Loss of control
○ Loss of freedom - there is now oversight by the regulator
● Role of Investment Banks
○ Help the firm to meet the requirements of the sec in preparing and filing the
necessary registration statements
○ Provide the credibility that a small priv firm may need to induce inv to buy their
stock
○ Provide their expert advice on the valuation of the company and the pricing of the
issue
○ Absorb some of the risk in the issue by underwriting the issue and guaranteeing
the proceeds on the issue
○ Help to sell the issue by assembling a syndicate of underwriters who place the
issue w their clients
● IPO Mechanics
○ Selects a lead IB
○ Due diligence
■ The ib performs a financial analysis and a strategic analysis - the risks
must be known and disclosed
■ It is common for the underwriters to request a ‘comfort letter’ from the
issuers accountants explaining the methods used to generate unaudited
financial results
○ File w regulatory agencies
■ Eg sec filing in the us
● Registration statements are filed w the sec
● The sec has 20 days in which to respond
● During this ‘cooling off’ period, the firm may survey the market to
get an idea of demand
● The mgmt goes on a road show accompanied by ibs
● Price and number of shares are only preliminary at this stage, they
are not fixed until the day before the actual offering
○ Regulatory approval
○ After regulatory approval
■ Final offering price and quantity are determined
■ Only then does the ib formally contract w the issuer to buy and sell the
securities
○ Securities sold
■
■ We need participation from uninformed inv -
otherwise ipo market liquidity would be severely
constrained
● What would it take for uninformed inv to buy
an ipo?
● Must earn an expected 1 day ret of 0%
○ Uninformed inv must earn an expected one day ret of 0%
{the exp ret on a 0 beta posn when the rfr is 0} - otherwise
they will not participate
○ 0.4(1000)(1-0.20) + 0.6(500)(1+Rj) + 0.6(500)(1+0) =
1000(1+0) ⇒ Rj = 26.67%
○ What is the expected return on any ipo?
■ E(RIPO) = 0.4(-20%) + 0.6(26.67%) = 8%
■ Cascades Hypothesis
● Inv pay attn to world around them
● If no one else willing to buy, even inv w +ve info may not enter mkt
● Banks underprice to get first few inv to buy - hope to start a
cascade or a snowball effect
● Underpricing is like paying to advertise and build a brand name
■ Risk Averse Underwriter
● Underwriter bears all risk for IPO since agrees to buy at some
predetermined price
● Underwriter underprices to reduce risk of getting stuck w an
unsuccessful issue
○ This implies riskier issues have most underpricing -
confirmed by several studies
● Challenge - underwriter alr recs underwriting fee which should
compensate for risk, why not act directly and make fee higher
instead of underpricing?
● The Long Run
○ Ipos underperform in the long run (6-36 months)
○ Cum ret over next 3 years relative to similar firms {numbers rel to early mkt price,
not offer price – long run underperformance less severe if using offer price bec of
underpricing}
■
● Not only stock mkt, a/cing performance underperforms too
● Decline in operating performance over 3 years after ipo relative to
matched sample
○ Winner’s curse
■ When high divergence of opinion, buyers are likely those inv who were
most optimistic
● High initial valuation - not necessarily correct
● Little chance for pessimists to short
■ As more info arrives, diff b/w pessimists and optimists narrows - on avg
this will be at the midpoint of their views
● This leads to initially high ret, followed by declines over longer
horizon
■ This hypothesis suggests that long run performance is worst when
divergence of opinion is high
● Proxies for divergence of opinion - percentage opening spread +
time of first trade
● After controlling for issue quality, wide opening spread + late
opening trade are associated with poor long run returns
○ Survivorship Bias
■ Returns of 1000% not unheard of - why so high?
● You can only observe returns when invst survives
● You wont observe the failed ones
○ Suppose you want to estimate avg 10 yr ret of holding
stocks - can you simply use the avg ret of all public
companies that have survived the past 10 yrs?
■ Survivorship bias is present in most financial data, but it is esp severe in
high risk low disclosure right-skewed data such as PE and HFs
■ Example - vc inv 1m each in 10 diff ventures
● One ipo and vc rec 5m, another sold to competitor and vc rec 5m -
all others fail, vc takes a loss
● True ret: vc inv 10m and rec 10m, r= -1 + 10/10 = 0%
● Suppose we dont observe the failed ventures and only see the two
successes-
○ Return on each success : -1 + 5/1 = 400%
○ Perceived ret to vc is the avg of the 2 successes = 400%