Overview of the Different Classes of Arbitrage

Classic Arbitrage Category

1.  Friendly Mergers

This is where two companies have agreed to merge with each other.

An example would be Burlington Northern Santa Fe (BNSF) railway's agreeing to be acquired by Berkshire for $100 a share.

This presents an arbitrage opportunity in that BNSF's stock price will trade slightly below Berkshire's offer price, right up until the day the deal closes.

These kinds of deals are plentiful.


2.  Hostile Takeovers

This is where Company A wants to buy Company B, but the management of Company B doesn't want to sell.

So Company A decides to make a hostile bid for Company B.

This means that Company A is gong to try to buy a controlling interest by taking its offer directly to Company B's shareholders.

An example of a hostile takeover would be Kraft Foods Inc.'s hostile takeover bid for Cadbury plc.

This kind of corporate battle can get real ugly, but it can offer lots of opportunity to make a fortune.


3.  Corporate Self-Tender Offers

Sometimes companies will buy back their own shares

• by purchasing them in the stock market, and 
• sometimes they do it by making a public tender offer directly to their shareholders.

An example of this would be Maxgen's tender offer for 6 million of its own shares.

You can arbitrage on these self-tenders.




Special Situations Category

4,  Liquidations

This is where a company decides to sell its assets and pay out the proceeds to its shareholders.

Sometimes an arbitrage opportunity arises when the price of the company's shares are less than what the liquidated payout will be.

An example of this would be when the real estate trust MGI Properties liquidated its portfolio of properties at a higher value than its shares were selling for.


5.Spin-Offs

Conglomerates often own a collection of a lot of mediocre businesses mixed in with one or two great ones.

The mediocre businesses dominate the stock market's valuation of the business as a whole.

To realize the true value of the great businesses, the company will sometimes spin them off to the shareholders.

It is possible to buy a great business at a bargain price by buying the conglomerate's shares before the spin-off, as when Dun & Bradstreet spun off Moody's Investors Service.

Spin-offs come under the category of special situations.



6.  Stubs

Stubs are a special class of financial instrument that represent an interest in some asset of the company.

They can also be a minority interest in a company that has been taken private.

An arbitrage opportunity arises when the current stub price is lower than the asset value that the stub represents and there is some plan in place to realize the stub's full value.

Warren's earliest arbitrage play involved buying shares in a cocoa producer, then trading the shares in for warehouse receipts for actual cocoa, which he then sold.

The warehouse receipts were a kind of stub.

Though they are known under many different names - minority interests, certificates of beneficial interests, certificates of participation, certificates of contingent interests, warehouse receipts, scrip, and liquidation certificates - they still present you with many wonderful opportunities to profit from them.



7.  Reorganizations

This is a huge area of special situations that offer some very interesting arbitrage-like opportunities.

A most notable being ServiceMaster's conversion from a corporation to a master limited partnership and Tenneco Inc.'s conversion from a corporation into a royalty trust.

Tendering Your Shares

The company doing the buying will make an announcement that it is asking shareholders to tender their shares between, say, June 1, 2010 and June 20, 2010.

This time period for tendering is usually twenty and sixty days.

Under certain circumstances, the time period may be extended.

If you don't tender your shares within that window of time, you may be stuck with the shares and have to try selling them directly in the market.

You may end up with another fixed price at which the company will buy them from you.

Either way, it may not be as good a deal as the tender offer.



Withdrawing shares from being tendered

During the time period to tender your shares, you also have the right to untender them.  

After you tender your shares,

• you may decide not to wait until the tender to sell them or 
• you may decide you want to hold the shares for the long term.

Whatever the reason, once tendered, they can be untendered during the window for tendering.

If the tender offer is increased in price after you have tendered your shares, you automatically receive the increased price for your shares.

Arbitrage - where to look for these companies?

Where to discover what companies are -

• planning on merging,
• attempting a hostile takeover 
• spinning off a business, 
• doing a liquidation, 
• planning a share buyback, or
• reorganising into a trust or partnership?

Keep a vigilant eye on the financial press and any and all services that track such corporate events.

• Wall Street Journal
• Major regional newspapers for investment opportunities
• Google:  search the words "tender offer" and "mergers"
• Internet paid services e.g., mergerstat.com
• Internet free services e.g., search engines at: 

Yahoo!  http://finance.yahoo.com/news/category-m-a and http://us.biz.yahoo.com/topic/m-a/. , MSN http://news.moneycentral.msn.com/category/topics.aspx.topic=TOPIC_MERGERS_ACQUISITIONS.

Leverage and Arbitrage

When is it safe to use leverage in your arbitrage?

The certainty of the deal presents an opportunity to safely use leverage - borrowed money - to increase the rate of return.

With arbitrage situations that is certain to reach fruition, be willing to leverage.

This is the exception to the usual advice against the evils of borrowing money to buy stocks.



What is the risk of using leverage?

The danger with any stock investment is that it will not perform, that the share price won't increase, that it will drop like a rock, taking our capital with it.

Borrowing money to invest in a risky investment is a sure way to eventually go broke.


How can you benefit from using leverage?

A high probability of the arbitrage deal being completed equates to a large amount of the risk being removed.

If you are certain that you are going to make your projected profit, it is safe to use borrowed money to increase your rate of return.

The use of leverage gives you the advantage of being able to pull additional earning power out of capital tied up in other investments.



When should you not use leverage?

There are two reasons:

(1)  If the deal or event that drives the profit is not certain, then borrowing capital to invest in it can be an invitation to folly, and,
(2)  If the time element is not certain, then determining the difference between the cost of borrowed capital and the rate of return becomes an impossible calculation.


The Time Danger of Using Leverage

In the game of using leverage, time is never on your side - quicker is always better

You can comfortably borrow $1 million at 5% to invest if we are 'certain" that the deal will be completed in the time period we projected.

If the investment, instead of its taking one year for our stock to move up, it takes four years; then the borrowed money is costing us $50,000 a year and if we hold it for four years, our interest costs will balloon to $200,000.

It is the certainty of both the time and the return that allows you to leverage up and use borrowed money to safely invest in arbitrage and other special situations.

Leverage, if used carefully, and only with deals where there is a high probability of performance, this strategy makes it possible to greatly enhance the performance of your arbitrage investments.

The Arbitrage Risk Equation Warren Learned from Benjamin Graham

An example of arbitrage.

Announcement of the $55 a share tender offer
Stock was trading at $44 a share before the announcement.
After the announcement, you are buying the stock at $50 a share.
Likelihood of Deal Happening 90%.


1,  Determine what is your potential return?

Tender offer $55 a share
You can buy the stock at $50 a share
Your arbitrage investment has a projected profit (PP) of $5 a share
This gives a 10% projected rate of return on your $50 investment.


2.  What is the likelihood that the event will occur as a percentage?

Does it have a 30% chance of being completed?  Or a 90% chance?

Likehood of Deal Happening = 90%



3.  Adjusted projected profit (APP)

APP
= Projected Profit x Likelihood of Deal Happening
= PP x LDH
= $5 x 90%
= $4.50


4. Adjusted Projected Rate of Return (APRR)

APRR
= Projected Profit / Your Investment
= PP / I
= $4.50 / $50
= 9%.


5.  What is the risk of the deal falling apart?

What is your risk of loss?

If the deal fails to be completed, the per share price of the stock will return to the trading price it had before the tender offer was announced.

If the stock was trading at $44 a share before the announcement of the $55 a share tender offer and after the announcement, we are buying the stock at $50 a share, we have a downside risk of $6 a share if the deal falls apart and the price of the company's stock returns to $44 a share ($50 - $44 = $6).

Thus, if the deal falls apart, you have a projected loss of $6 a share.

Projected Loss $6 a share
Likelihood of the deal falling apart (LDFA) 10%


6.  Adjusted Projected Loss

Adjusted projected loss (APL) of $0.60 a share ($6 x 0.1 = $0.60)


7.  Risk-adjusted projected profit (RAPP) 

RAPP
= Adjusted potential profit - Adjusted projected loss
= APP - APL
= $4.50 - $0.60
= $3.90


8.  Risk-adjusted Projected Rate of Return (RAPRR)

RAPRR
=Risk Adjusted Projected Profit / Investment
=RAPP/I
= $3.90 / $50
= 7.8%


Is a risk-adjusted projected rate of return of 7.8% an enticing enough return for us?

If it is, we make our investment.



[If the RAPP is a negative number, walk away from the deal.]



Additional notes:

It is probably not necessary to do these calculations, though they serve as a means to help you think about the potential of the opportunity presented.

A successful arbitrage operation has more to do with the art of weighing the different variables than attempting to quantify them down to a hard scientific equation that tells you when to buy and when to sell.

These variables themselves can change and often they are simply unique to that situation.

They are tools that can be helpful if used properly.



-------------------------------------


Summary

Announcement of the $55 a share tender offer
Stock was trading at $44 a share before the announcement.
After the announcement, you are buying the stock at $50 a share.
Likelihood of Deal Happening 90%.


1,  Determine what your potential return is?

Your arbitrage investment has a projected profit (PP) of $5 a share
This gives a 10% projected rate of return on your $50 investment.


2.  What is the likelihood that the event will occur as a percentage?

Likehood of Deal Happening = 90%


3.  Adjusted projected profit (APP)

APP
= Projected Profit x Likelihood of Deal Happening
= PP x LDH
= $5 x 90%
= $4.50


4. Adjusted Projected Rate of Return (APRR)

APRR
= Projected Profit / Your Investment
= PP / I
= $4.50 / $50
= 9%.


5.  What is the risk of the deal falling apart?

Thus, if the deal falls apart, you have a projected loss of $6 a share.

Projected Loss $6 a share
Likelihood of the deal falling apart (LDFA) 10%


6.  Adjusted Projected Loss

Adjusted projected loss (APL) of $0.60 a share ($6 x 0.1 = $0.60)


7.  Risk-adjusted projected profit (RAPP) 

RAPP
= Adjusted potential profit - Adjusted projected loss
= APP - APL
= $4.50 - $0.60
= $3.90


8.  Risk-adjusted Projected Rate of Return (RAPRR)

RAPRR
=Risk Adjusted Projected Profit / Investment
=RAPP/I
= $3.90 / $50
= 7.8%


Is a risk-adjusted projected rate of return of 7.8% an enticing enough return for us?

If it is, we make our investment.



[If the RAPP is a negative number, walk away from the deal.]

Using Annual Rate of Return to Determine the Investment's Attractiveness

The time it takes to achieve the projected profit ultimately determines a great deal of the investment's attractiveness.

Therefore, the time it takes to get to fruition ultimately determines our annual rate of return.

Time ultimately determines the attractiveness of the deal.

By viewing investment returns from a yearly perspective, it is possible to put these returns into perspective compared to what other investments are paying.

Two reasons why investors lose money in the stock market

1.  They buy poor quality stocks.

2.  They pay too high  prices.  

Buying Cheaply Works

When we talk about value investing there is a lot of evidence that value investors have been on the right side of the trade. The statistical studies that run against or contradict market efficiency almost all of them show that cheap portfolios—low market-to-book, low price-to-book—outperform the markets by significant amounts in all periods in all countries—that is a statistical, historical basis for believing that this is one of the approaches where people are predominantly on the right side of the trade. And, of course, someone else has to be on the wrong side of the trade.

Those studies were first done in the early 1930s; they were done again in the early 1950s. And the ones done in the 1990s got all the attention because the academics caught on. There is statistical evidence that the value approaches—buy cheap securities—have historically outperformed the market. Buying Cheap works.


http://csinvesting.org/wp-content/uploads/2012/06/greenwald_2005_inv_process_pres_gabelli-in-london.pdf

The 7 classes of arbitrage and special situations that Warren Buffett has invested into.

Warren Buffett has focused on seven classes of arbitrage and special situations.

Classic Arbitrage 

1. Friendly Mergers
2. Hostile Takeovers
3. Corporate tender offers for a company's own stock

Special Situations

1. Liquidations
2. Spin-offs
3. Stubs
4. Reorganisation

Time Arbitrage

Example to illustrate "time arbitrage":

Company ABC's stock is trading at $8 a share.

Company XYZ offers to buy company ABC for $14 a share in four months.

In response to the offer, Company ABC's stock goes to $12 a share.


How can you arbitrage on this situation?

The simple arbitrage play here would be to buy Company ABC's stock today at $12 a share and then sell to Company XYZ in four months for $14 a share, which would give a $2 a share profit.

Unlike the normal everyday stock investment, this is a solid offer of $14 a share in four months.

Unless something screws it up, you will be able to sell the stock you paid $12 a share for today for $14 a share in four months.

It is this CERTAINTY of its going up $2 a share in four months that separates it from other investments.

Once Company XYZ's offer is accepted by Company ABC, it becomes a binding contract between Company ABC and Company XYZ with certain contingencies.


What is the risk of this arbitrage?

The reason that the stock does not immediately jump from $8 a share to $14 a share is that there is a risk that the deal might fall apart  

In this case, we won't be able to sell the stock for $14 a share and Company ABC's share price will probably drop back into the neighbourhood of $8 a share.



Understanding Time Arbitrage

We are arbitraging two different prices for the company's shares that occur between two points in time, on two very specific dates.  This kind of arbitrage is thought of as "time arbitrage".

This kind of arbitrage is very difficult to model for computer trading. 

It favours the investors who are capable of weighing and processing a dozen or more variables, some repetitive, some unique, that can pop up over the period of time the position is held.


In Summary

1.  The arbitrage opportunity arises because of a positive price spread that develops between the current market price of the stock and the offering price to buy it in the future.

2.  The positive price spread between the two develops because

• of the risk of the deal falling apart and 
• the time value of money.

The work of the arbitrageurs (Market arbitrage)

A particular commodity, e.g., gold,  trades virtually at virtually the same price in different markets in the world.

This is the work of the arbitrageurs.

The arbitrageurs will keep buying and selling until the spread in the prices in the two markets is eliminated.

The arbitrageurs will be pocketing the profits on the price spread between the two markets until the price spread finally disappears.

These transactions today are done with high-speed computers and very sophisticated software programs, which are owned and operated by many of the giant financial institutions of the world.

Arbitraging a price difference between two different markets, usually within minutes of the price discrepancy showing up is known as "market arbitrage".

Arbitrage is Warren's secret for producing great results

Professors Gerald Martin and John Puthenpurackal's studied the stock portfolio's performance from 1980 to 2003 of Berkshire Hathaway.

Their findings:

• Portfolio's 261 investments had an average annualised rate of return of 39.3%.
• 59 of those 261 investments were identified as arbitrage deals.
• Those 59 arbitrage deals produced an average annualised rate of return of 81.28%!

Their study brought to light the powerful influence that Warren's arbitrage operations had on Berkshire's stock portfolio's entire performance.

If those Warren's 59 arbitrage investments for that period were cut out from the portfolio, the average annualised return for Berkshire's stock portfolio drops from 39.38% to 26.96%.

In 1987, the S&P 500 delivered a 5% return, while Warren's arbitrage activities earned an amazing 90% that year.

Arbitrage is Warren's secret for producing great results when the rest of the stock market is having a down year.

Certainty of the deal being completed is everything.  The high probability of the event happening creates the rare situation in which Warren is willing to use leverage to help boost his performance in these investments to unheard-of numbers.

Terms: Arbitrage,  Leverage, Compounding

Arbitrage and Special Situations

In the past, these have been the domain of professional investors, who have access to lower brokerage rates.

In the world of arbitrage and special situations, the high retail brokerage rates formed an almost impassable barrier of entry for lay investors.

Simply their brokerage costs often exceeded any potential profit in the trade.

With the advance of the Internet and with the lower rates now available, the world of stock arbitrage and other special situations are opened up to the masses.

Aggressive investors can learn how to identify the bet with the least risk, which can enable the investor to take very large positions and produce results that can be spectacular.

Investing has a whole new set of rules.

If we are to be successful, we need to play by these new rules.

Why the average equity fund investor underperforms the market?

From 1993 to 2012, the S&P Index 500 averaged a gain of 8.21% per year.

However, during that same 20 year period, the average equity fund investor had an average annual gain of only 4.25%.  

Had the average equity fund investor just bought a low-cost S&P 500 Index fund and held it, he/she would have almost doubled their rate of return.

The underperformance was due to investor behaviour such as market timing and chasing hot funds.

Had these investors been long-term, buy-and-hold investors, they would have earned close to the market's returns.

When the average investor underperforms the index by such a significant amount, it is clear that most are playing with a bad set of guidelines or none at all.

A one-time investment of $10,000 invested at 8% compounds to $46,610 in 20 years.

The same $10,000 invested over the same period at 4.25% compounds to only $22,989.

Short-run performance of the stock market is random, unpredictable and very volatile

The short-run performance of the stock market is random, unpredictable and for most people, nerve-racking.

The next time you hear someone saying that he/she knows how the stock market or any given stock is going to perform in the next few weeks, months, or years, you can be sure they are either lying or self-delusional.

The long-term trend of the stock market is up and its performance consistent

There is more than 200 years of U.S. stock market history and the long-term trend is up.  

Over the long term, stock market performance has been rather consistent.

During any 50-year period, it provided an average after-inflation return of between 5 and 7 percent per year.

If you invested in a well-diversified basket of stocks and left them alone, the purchasing power of your investment would have doubled roughly every 12 years.

Stocks over the long-run offer the greatest potentials return of any investment

Although long-term returns are fairly consistent, short-term returns are much volatile.  

Stocks over the long-run offer the greatest potential return of any investment, but the short-run roller-coaster rides can be a nightmare for those who don't understand the market and lack a sound investment plan to cope with it.  

The 1990s were stellar years for stocks but the 1930s were a disaster.

Applying these principles to investing is destined to leave you poorer!

• Don't settle for average.  Strive to be the best.
• Listen to your gut.  What you feel in your heart is usually right.
• If you don;t know how to do something, ask.  Talk to an expert or hire one and let the expert handle it.  that will save you a lot of time and frustration.
• You get what you pay for.  Good help isn't cheap and cheap help isn't good.
• If there's a crisis, take action!Do something to fix it.
• History repeats itself.  The best predictor of future performance is past performance.

Explanations:

As an investor, you can be well above average by settling for slightly less than the index returns.

Listening to your gut is the worst thing you can do.

Although it sometimes pays to hire an expert, you may get less than you pay for.

Trying to fix a perceived investment crisis by taking action is usually a recipe for poor returns.

Using yesterday's results to pick tomorrow's high-performing investments or investment pros is another losing strategy.

Porter's Five Forces Framework - the implications of the industrial environment on corporate strategy

Porter's Five Forces Framework

1. Threat of substitute product
2. Bargaining power of customers
3. Bargaining power of suppliers
4. Threat of new entrants
5. Intensity of rivalry.

Market Share Stability determines the competitive environment in an industry

Stable market shares indicate less competitive industries.

Unstable market shares often indicate highly competitive industries with little pricing power.

Market shares are affected by the following factors:

• Barriers to entry
• New products
• Product differentiation.

Industry Capacity determines the competitive environment in an industry.

Limited capacity gives companies more pricing power as demand exceeds supply.

Excess capacity results in weak pricing power as excess supply chases demand.

In evaluating the future competitive environment in an industry, we should examine current capacity levels as well as how capacity levels are expected to change in the future.

It is important to keep in mind that:

• If new capacity is physical (e.g., manufacturing facilities) it will take longer for the new capacity to come online so tight supply conditions may linger on for an extended period.  Usually however, once physical capacity is added, supply may overshoot, outstrip demand, and result in weak pricing power for an extended period.
• If new capacity requires financial and human capital, companies can respond to tight supply conditions fairly quickly.

Industry Concentration determines the competitive environment in an industry

If an industry is relatively concentrated i.e., a few large firms dominate the industry, there is relatively less price competition.  This is because:

• It is relatively easy for a few firms to coordinate their activities.
• Larger firms have more to lose from destructive price behaviour.
• The fortunes of large firms are more tied to those of the industry as a whole so they are more likely to be wary of the long run impact of a price war on industry economics.

If an industry is relatively fragmented i.e., there is a large number of small firms in the industry, there is relatively high price competition.  this is because of the following reasons:

• Firms are unable to monitor their competitors' actions, which make coordination difficult.
• Each firm only has a small share of the market, so a small market share gain (through aggressive pricing) can make a large difference to each firm.
• Each firm is small relative to the overall market so it tends to think of itself individualistically, rather than as a member of a larger group.

There are important exceptions to the rules defined above.

• For example, Boeing and Airbus dominate the aircraft manufacturing industry, but competition between the two remains fierce.

Barrier to Entry - A form of Durable competitive advantage

Low barriers to entry mean that new competitors can easily enter the industry, which makes the industry highly competitive.  Companies in relatively competitive industries typically have little pricing power.

High barriers to entry mean that existing companies are able to enjoy economic profits for a long period of time.  These companies have greater pricing power.

However, the above mentioned characteristics of high and low barrier industries are not always observed.

Further it is important to note that:

• Barriers to entry should not be confused with barriers to success.
• Barriers to entry can change over time.

Relationship between Price and Maturity of Bonds

If the yield remains constant:

• A premium bond's value decreases towards par as it nears maturity.
• A discount bond's value increases towards par as it nears maturity.
• A par bond's value remain unchanged as it nears maturity.

Costs of trading, illiquid markets and costs associated with gathering and analyzing information affect security prices.

Two securities that should trade for the exact same price in an efficient market may trade at different prices for various reasons:

1. If the costs of trading on the mispricing (to make a profit) for the lower cost traders are greater than the potential profit.
2. In such cases, these prices are still "efficient" within the bounds of arbitrage.  The bounds of arbitrage are relatively narrow in highly liquid markets (e.g., U.S. T-bills), but wider in relatively illiquid markets.
3. There are always costs associated with gathering and analyzing information.  Net of information acquisition costs, the return offered on a security should be commensurate with the security's level of risk.  If superior returns can be earned after deducting information-acquisition costs, the market is relatively inefficient.

Factors Contributing to and Impeding a Market's Efficiency

Market participants:   

The greater the number of active market participants (investors and financial analysis) that analyze an asset or security, the greater the degree of efficiency in the market.

Information availability and financial disclosure:

The availability of accurate and timely information regarding trading activities and traded companies contributes to market efficiency.

Limits to trading:

The activities of arbitrageurs, who seek opportunities to trade on mispricings in the market to earn arbitrage (riskless) profits, contribute to market efficiency.

Transactions costs and information acquisition costs:

Investors should consider transaction costs and information-acquisition costs in evaluating the efficiency of a market.

Market Value versus Intrinsic Value

Market Value

The market value or market price of the asset is the price at which the asset can currently be bought or sold.  

It is determined by the interaction of demand and supply for the security in the market.


Intrinsic Value

Intrinsic value or fundamental value is the value of the asset that reflects all its investment characteristics accurately.

Intrinsic values are estimated in light of all the available information regarding the asset; they are not known for certain



Efficient Market

In an efficient market, investors widely believe that the market price reflects a security's intrinsic value.


Inefficient Market

On the other hand, in an inefficient market, investors may try to develop their own estimates of intrinsic value in order to profit from any mispricing (difference between the market price and intrinsic value).

Efficient Market versus Inefficient Market

An information efficient market (an efficient market) is one where security prices adjust rapidly to reflect any new information.

It is a market where asset prices reflect all past and present information.

Investment managers and analysts are interested in market efficiency because it dictates how many profitable trading opportunities may abound in the market.



Efficient market

In an efficient market, it is difficult to find inaccurately priced securities.  

Therefore, superior risk-adjusted returns cannot be attained in an efficient market.

It would be wise to pursue a passive investment strategy which entails lower costs.

In an efficient market, the time frame required for security prices to reflect any new information is very short.   

Further, prices only adjust to new or unexpected information (surprises).



Inefficient market

In an inefficient market, securities may be mispriced.

Trading in these securities can offer positive risk-adjusted returns. 

In such a market, an active investment strategy may outperform a passive strategy on a risk-adjusted basis.

Overview of a Fixed-Income Security (Bonds)

Who are the issuers of fixed-income security or bonds?

• Supranational organizations
• Sovereign (national) governments
• Non-sovereign (local) governments
• Quasi-government entities

Credit worthiness of Bonds

Bond issuers can also be classified based on their credit worthiness as judged by credit rating agencies.

Bonds can broadly be categorized as

• investment-grade bonds or
• non-investment grade (or high yield or speculative) bonds.

Maturity of Bonds

Fixed-income securities which, at the time of issuance, are expected to mature in one year or less are known as money market securities.

Fixed-income securities which, at the time of issuance, are expected to mature in more than one year are referred to as capital market securities.

Fixed-income securities which have no stated maturity are known as perpetual bonds.

Par Value

The par value (also known as face value, nominal value, redemption value and maturity value ) of a bond refers to the principal amount that the issuer promises to repay bondholders on the maturity date.

Bond prices are usually quoted as a percentage of the par value.

• When a bond's price is above 100% of par, it is said to be trading at a premium
• When a bond's price is at 100% of par, it is said to be trading at par.
• When a bond's price is below 100% of par, it is said to be trading at a discount.

Coupon Rate and Frequency

The coupon rate (also known as the nominal rate) of a bond refers to the annual interest rate that the issuer promises to pay bondholders until the bond matures.

The amount of interest paid each year by the issuer is known as the coupon, and is calculated by multiplying the coupon rate by the bond's par value.

Zero-coupon (or pure discount) bonds are issued at a discount to par value and redeemed at par (the issuer pays the entire par amount to investors at the maturity date).  The difference between the (discounted) purchase price and the par value is effectively the interest on the loan.

Currency Denomination

Dual currency bonds make coupon payments in one currency and the principal payment at maturity in another currency.

Currency option bonds give bondholders a choice regarding which of the two currencies they would like to receive interest and principal payments in.

Yield Measures

The current yield or running yield equals the bond's annual coupon amount divided by its current price (not par value), expressed as a percentage.

The yield to maturity (YTM) is also known as the yield to redemption or the redemption yield.  It is calculated as the discount rate that equates the present value of a bond's expected future cash flows until maturity to its current price.

Given a set of expected future cash flows, the lower  the YTM or discount rate, the higher the bond's current price.

Given a set of expected future cash flows, the higher the YTM or discount rate, the lower the bond's current price.

Important Relationships of Fixed Income Securities (Bonds)

Defining the Elements of a Bond

Coupon rates and bond prices

The higher the coupon rate on a bond, the higher its price.

The lower the coupon rate on a bond, the lower its price.


Interest rates and bond prices

An increase in interest rates or the required yield on a bond, will lead to a decrease in price.

A decrease in interest rates or the required yield on a bond will lead to an increase in price.

That is, bond prices and yields are inversely related.


Bonds risks and bond yields 

The more risky the bond, the higher the yield required by investors to purchase the bond, and the lower the bond's price.

Contingent Convertible Bonds ("CoCos")

CoCos are bonds with contingent write-down provisions.

They differ from traditional convertible bonds in two ways:

• Unlike traditional convertible bonds, which are convertible at the option of the bondholder, CoCos convert automatically upon the occurrence of a pre-specified event.
• Unlike traditional convertible bonds, in which conversion occurs if the issuer's share price increases (i.e. on the upside), contingent write-down provisions are convertible on the downside.

Warrants

A warrant is somewhat similar to a conversion option, but it is not embedded in the bond's structure.

It offers the holder the right to purchase the issuer's stock at a fixed exercise price until the expiration date.

Warrants are attached to bond issues as sweeteners, allowing investors to participate in the upside from an increase in share prices.

Understanding the importance and implications of Leverage

Importance of Leverage

Leverage increases the volatility of a company's earnings and cash flows, thereby increasing the risk borne by investors in the company.

The more significant the use of leverage by the company, the more risk it is and therefore, the higher the discount rate that must be used to value the company.

A company that is highly leveraged, risks significant losses during economic downturns.



Leveraged is affected by a company's cost structure.

Generally companies incur two types of costs:

• Variable costs: vary with the level of production and sales (e.g., raw materials costs and sales commissions).
• Fixed costs:  remain the same irrespective of the level of production and sales (e.g., depreciation and interest expense).

Conclusion:

The higher the proportion of fixed costs (both operating and financial) in a company's cost structure (higher leverage) the greater the company's earnings volatility.

The greater the degree of leverage for a company, the steeper the slope of the line representing net income.

Leverage

Leverage refers to a company's use of fixed costs in conducting business.

Fixed costs include:

• Operating costs (e.g., rent and depreciation)
• Financial costs (e.g., interest expense)

Convertible Bonds

A convertible bond gives the bondholder the right to convert the bond into a pre-specified number of common shares of the issuer.


Why may convertible bonds be attractive to investors?

Convertible bonds are attractive to investors as the conversion (to equity) option allows them to benefit from price appreciation of the issuer's stock.

On the other hand, if there is a decline in the issuer's share price (which causes a decline in the value of the embedded equity conversion/call option), the price of the convertible bond cannot fall below the price of an otherwise identical straight bond.


Why do issuers use convertible bonds rather than straight bonds?

Because of these attractive features, convertible bonds offer a lower yield and sell at higher prices than similar bonds without the conversion option.

Note however, that the coupon rate offered on convertible bonds is usually higher than the dividend yield on the underlying equity.



Some useful vocabulary

• The conversion price is the price per share at which the convertible bond can be converted into shares.
• The conversion ratio refers to the number of common shares that each bond can be converted into.  It is calculated as the par value divided by the conversion price.
• The conversion value is calculated as current share price multiplied by the conversion ratio.
• The conversion premium equals the difference between the convertible bond's price and the conversion value.
• Conversion parity occurs if the conversion value equals the convertible bond's price.

Why issuers often embed a call option alongside the conversion option in the convertible bond?

Although it is common for convertible bonds to reach conversion parity before they mature, bondholders rarely exercise the conversion option, choosing to retain their bonds and receive (higher) coupon payments instead of (lower) dividend payments.

As a result, issuers often embed a call option alongside the conversion option in the convertible bond, making them callable convertible bonds.






An example:   Proposed ICUL of Aeon Credit

http://www.bursamalaysia.com/market/listed-companies/company-announcements/5374537

Summary of proposed ICUL (Convertible Bond) of Aeon Credit

1.  Proposed right issue to raise RM432,000,000, represented by the 432,000,000 ICULS to be issued.

2.  The coupon rate for the ICULS will be a minimum of 3.5% per annum, payable on an annual basis (“ICULS Coupon Rate”).

3.  The ICULS holders can convert their ICULS held into new ACSM Shares anytime from and including the date of issuance of the ICULS (“Issue Date”) up to its maturity date, which is the third (3rd) anniversary of the Issue Date (“Maturity Date”). 

4.  Any ICULS which are not converted would be mandatorily converted into new ACSM Shares on the Maturity Date.

5.  The conversion price for the ICULS has not been fixed.

6.  The Board shall determine the ICULS conversion price, taking into consideration the following: 

(i) the theoretical ex-all price (“TEAP”) per ACSM Share taking into account the Proposals, calculated based on the 5-market day volume weighted average market price (“VWAMP”) up to the date immediately preceding the Price Fixing Date;

(ii) the then prevailing market conditions; and

(iii) the final ICULS Coupon Rate and pricing for rights issue exercises. 

7.  In any event, the ICULS conversion price shall be determined at a minimum of 15.0% discount to the TEAP as calculated in (i) above.

[Comments:

Benefits for the issuer:

• Using ICULS, the company, Aeon Credit, would be able to raise fund by paying a lower coupon rate of 3.5% per annum.  
• The issuer also embed a call option along side the conversion option in the ICULS; any ICULS that are not converted before the Maturity Date would be mandatorily converted into new ACSM shares on the Maturity Date.

Benefits for the investors:

• The company has proposed that the ICULS conversion price shall be determined at a minimum of 155 discount to the TEAP (theoretical ex-all price) as calculated in (i) above.  Thus, the investors benefit by buying with a discount to the prevailing mother share price.
• The investors of the ICULS hope to benefit from price appreciation of the issuer's stock.]

MULTIPLE PROPOSALS AEON CREDIT SERVICE (M) BERHAD ("ACSM" OR THE "COMPANY") I) PROPOSED BONUS ISSUE; AND II) PROPOSED RIGHTS ISSUE (COLLECTIVELY REFERRED TO AS THE "PROPOSALS").

AEON CREDIT SERVICE (M) BERHAD

Type	Announcement
Subject	MULTIPLE PROPOSALS
Description	AEON CREDIT SERVICE (M) BERHAD ("ACSM" OR THE "COMPANY") I) PROPOSED BONUS ISSUE; AND II) PROPOSED RIGHTS ISSUE (COLLECTIVELY REFERRED TO AS THE "PROPOSALS").
On behalf of the Board of Directors of ACSM, CIMB Investment Bank Berhad wishes to announce that the Company proposes to undertake the following: (i)  Proposed bonus issue of 72,000,000 new ordinary shares in ACSM (“Bonus Shares”) at an issue price of RM0.50 each on the basis of 1 bonus share for every 2 existing ACSM ordinary shares (“ACSM Shares”) held (“Proposed Bonus Issue”); and (ii)  Proposed renounceable rights issue of 3-year minimum 3.5% irredeemable convertible unsecured loan stocks (“ICULS”) on the basis of 2 ICULS for every 1 existing ACSM Share held to raise RM432,000,000 in cash (“Proposed Rights Issue”). (collectively referred to as the “Proposals”) Please refer to the attachment for the full text on the announcement of the Proposals. This announcement is dated 23 March 2017. AEON CREDIT SERVICE (M) BERHAD (“ACSM” OR “COMPANY”) (I) PROPOSED BONUS ISSUE OF 72,000,000 NEW ORDINARY SHARES IN ACSM (“BONUS SHARES”) AT AN ISSUE PRICE OF RM0.50 EACH TO BE CAPITALISED FROM THE COMPANY’S RETAINED EARNINGS ON THE BASIS OF 1 BONUS SHARE FOR EVERY 2 EXISTING ACSM ORDINARY SHARES (“ACSM SHARES”) HELD (“PROPOSED BONUS ISSUE”); AND (II) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF 3-YEAR MINIMUM 3.5% IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”) ON THE BASIS OF 2 ICULS FOR EVERY 1 EXISTING ACSM SHARE HELD TO RAISE RM432,000,000 IN CASH (“PROPOSED RIGHTS ISSUE”) Proposed Rights Issue 2.2.1 Details The Proposed Rights Issue will be undertaken after the completion of the Proposed Bonus Issue. As mentioned in Section 2.1.1 of this announcement, the Proposed Rights Issue is not conditional upon the Proposed Bonus Issue, and in the event that the Proposed Bonus Issue is not completed for whatsoever reason, subject to obtaining all relevant approvals, the Proposed Rights Issue will be implemented. The Proposed Rights Issue, to be undertaken on a renounceable basis, involves the issuance of 432,000,000 ICULS at 100% of its nominal value of RM1.00 each in cash on the basis of 2 ICULS for every 1 existing ACSM Share held by the Company’s shareholders (“Entitled Shareholders”) whose names appear in ACSM’s ROD as at the close of business on an entitlement date to be determined by the Board and announced later (“ICULS Entitlement Date”) after the completion of the Proposed Bonus Issue. In the event that the Proposed Bonus Issue is not completed for whatsoever reason, the Proposed Rights Issue shall be undertaken on the basis of 3 ICULS for every 1 existing ACSM Share held. The Proposed Rights Issue will raise RM432,000,000 for the Company from the issuance of a total of 432,000,000 ICULS under the Proposed Rights Issue. The Proposed Rights Issue is renounceable in full or in part. This means that the Entitled Shareholders can subscribe for or renounce their entitlements to the ICULS in full or in part. Any ICULS not subscribed or not validly subscribed for shall be made available for excess applications by the Entitled Shareholders or their renouncee(s)/transferee(s).The Board intends to allocate such excess ICULS in a fair and equitable manner on a basis to be determined later by the Board. The ICULS will be provisionally allotted to the Entitled Shareholders on the ICULS Entitlement Date. Any fractional entitlements of ICULS under the Proposed Rights Issue will be disregarded and shall be dealt with in the Board’s absolute discretion in such manner as it deem fits and in the best interests of ACSM. The coupon rate for the ICULS will be a minimum of 3.5% per annum, payable on an annual basis (“ICULS Coupon Rate”). The final ICULS Coupon Rate shall be reflected in the circular to the Company’s shareholders seeking their approval for the Proposed Rights Issue at an extraordinary general meeting to be convened (“EGM”). The ICULS will be constituted by a trust deed to be executed between ACSM and an appointed trustee for the benefit of the ICULS holders. The indicative principal terms and conditions of the ICULS are set out in Appendix I of this announcement. 2.2.2 Basis of determining and justification for the ICULS issue price and ICULS conversion price The ICULS will be issued at its nominal value of RM1.00 each. The nominal value was fixed after taking into account the aggregate proceeds of RM432,000,000 to be raised from the Proposed Rights Issue, represented by the 432,000,000 ICULS to be issued. Due to the timeframe to implement the Proposed Rights Issue and the potential share price movement of the ACSM Shares during this period, the conversion price for the ICULS has not been fixed. The ICULS conversion price will be determined on the price-fixing date to be announced at a later date (“Price Fixing Date”) after receipt of all relevant approvals but prior to the ICULS Entitlement Date. The Board shall determine the ICULS conversion price, taking into consideration the following: (i) the theoretical ex-all price (“TEAP”) per ACSM Share taking into account the Proposals, calculated based on the 5-market day volume weighted average market price (“VWAMP”) up to the date immediately preceding the Price Fixing Date; (ii) the then prevailing market conditions; and (iii) the final ICULS Coupon Rate and pricing for rights issue exercises. In any event, the ICULS conversion price shall be determined at a minimum of 15.0% discount to the TEAP as calculated in (i) above. For illustration purposes only and taking into account the 5-market day VWAMP per ACSM Share up to 22 March 2017, being the market day immediately preceding the date of this announcement of RM16.24 resulting in a TEAP of RM10.48 and assuming a discount to TEAP of 15.0%, the illustrative conversion price of the ICULS is RM8.91 per new ACSM Share after taking into account the completion of the Proposed Bonus Issue (“Illustrative ICULS Conversion Price”). Using the Illustrative ICULS Conversion Price and for illustration purposes only, a total of 48,484,848 new ACSM Shares will be issued upon full conversion of the ICULS. This represents 18.3% of the Company’s enlarged share capital after the completion of the Proposals. 2.2.3 Ranking of the new ACSM Shares arising from the conversion of ICULS The new ACSM Shares to be issued arising from the conversion of the ICULS shall, upon allotment and issuance, rank equally in all respects with the existing ACSM Shares, save and except that they will not be entitled to any dividends, rights, allotments and/or any other distributions that may be declared, made or paid where the entitlement date is before the allotment date of the new ACSM Shares. Based on the terms of the ICULS, the ICULS holders can convert their ICULS held into new ACSM Shares anytime from and including the date of issuance of the ICULS (“Issue Date”) up to its maturity date, which is the third (3rd) anniversary of the Issue Date (“Maturity Date”). Any ICULS which are not converted would be mandatorily converted into new ACSM Shares on the Maturity Date. 2.2.4 Status of ICULS The ICULS shall constitute direct, unconditional, unsecured and unsubordinated obligations of ACSM and subject to the provisions contained in the trust deed, at all times rank equally, without discrimination, preference or priority between themselves and all present and future direct, unconditional, unsecured and unsubordinated debts and obligations of ACSM except those which are preferred by law.

Calculating Intrinsic Value

Free Cash Flow of Firm

FCFF = CFO - Capex
Enterprise Value = FCFF / WACC
Enterprise Value = Equity Value + Net Debt
Equity Value = Enterprise Value - Net Debt


Free Cash Flow of Equity

FCFE = CFO - Capex + Net Debt
Equity Value = FCFE / Required rate of return on equity


Equity Value = Intrinsic Value


Investors compare this Equity Value to the Market Value in their investing.

Market Value > Equity Value = Overvalued
Market Value = Equity Value = Fair Value
Market Value < Equity Value = Undervalued



Additional Notes:

Assuming there is no preferred stock outstanding:

Interest*(1–t) is the firm's after-tax interest expense

If company has zero debt, its FCFF = FCFE

Using Free Cash Flow to Equity to derive the Equity or Intrinsic Value of a Stock

Free cash flow to equity

From Wikipedia, the free encyclopedia

In corporate finance, free cash flow to equity (FCFE) is a metric of how much cash can be distributed to the equity shareholders of the company as dividends or stock buybacks—after all expenses, reinvestments, and debt repayments are taken care of. Whereas dividends are the cash flows actually paid to shareholders, the FCFE is the cash flow simply available to shareholders.^[1][2] The FCFE is usually calculated as a part of DCF or LBO modelling and valuation. The FCFE is also called the levered free cash flow.

Contents

  [hide] 

• 1Basic formulae
• 2FCFF vs. FCFE
• 3Negative FCFE
• 4Use
• 5References
• 6External links

Basic formulae[edit]

Assuming there is no preferred stock outstanding:

${\displaystyle FCFE=FCFF+Net\ Borrowing-Interest*(1-t)}$

where:

• FCFF is the free cash flow to firm;
• Net Borrowing is the difference between debt principals paid and raised;
• Interest*(1–t) is the firm's after-tax interest expense.^[3]

or

${\displaystyle FCFE=NI+D\&A-Capex-\Delta WC+Net\ Borrowing}$

where:

• NI is the firm's net income;
• D&A is the depreciation and amortisation;
• Capex is the capital expenditure;
• ΔWC is the change in working capital;
• Net Borrowing is the difference between debt principals paid and raised;
• In this case, it is important not to include interest expense, as this is already figured into net income.^[4]

FCFF vs. FCFE[edit]

• Free cash flow to firm (FCFF) is the cash flow available to all the firm’s providers of capital once the firm pays all operating expenses (including taxes) and expenditures needed to support the firm’s productive capacity. The providers of capital include common stockholders, bondholders, preferred stockholders, and other claimholders.
• Free cash flow to equity (FCFE) is the cash flow available to the firm’s common stockholders only.
• If the firm is all-equity financed, its FCFF is equal to FCFE.

Negative FCFE[edit]

Like FCFF, the free cash flow to equity can be negative. If FCFE is negative, it is a sign that the firm will need to raise or earn new equity, not necessarily immediately. Some examples include:

• Large negative net income may result in the negative FCFE;
• Reinvestment needs, such as large capex, may overwhelm net income, which is often the case for growth companies, especially early in the life cycle.
• Large debt repayments coming due that have to be funded with equity cash flows can cause negative FCFE; highly levered firms that are trying to bring their debt ratios down can go through years of negative FCFE.
• The waves of the reinvestment process, when firms invest large amounts of cash in some years and nothing in others, can cause the FCFE to be negative in the big reinvestment years and positive in others;^[5]
• FCFF is a preferred metric for valuation when FCFE is negative or when the firm's capital structure is unstable.

Use[edit]

There are two ways to estimate the equity value using free cash flows:

• Discounting free cash flows to firm (FCFF) at the weighted average cost of capital (WACC) yields the enterprise value. The firm’s net debt and the value of other claims are then subtracted from EV to calculate the equity value.

Enterprise Value EV = FCFF/WACC

Enterprise Value EV = Equity Value + net Debt

Equity Value = Enterprise Value EV - net Debt

• If only the free cash flows to equity (FCFE) are discounted, then the relevant discount rate should be the required return on equity. This provides a more direct way of estimating equity value.

Equity Value = FCFE/required return on equity

• In theory, both approaches should yield the same equity value if the inputs are consistent.

Notes:

Equity Value = Intrinsic Value of the Company

FCFF / WACC = Enterprise Value
Enterprise Value = Equity Value + Net Debts
Equity Value = Intrinsic Value of the stock = Enterprise Value - Net Debts

FCFE = CFO - Capex + Net Debts
Equity Value = Intrinsic Value of the stock = FCFE/required rate of return on equity
Equity Value < Market Value = Overvalued

Equity Value = Market Value = Fair Value
Equity Value > Market Value = Undervalued

https://en.wikipedia.org/wiki/Free_cash_flow_to_equity