Capital Markets Overview
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Questions and Answers

What is capital?

Anything that confers value or benefit to its owner. Capital is the lifeblood of companies and economies.

What are the types of capital? (Select all that apply)

  • Trading capital (correct)
  • Equity capital (correct)
  • Economic capital (correct)
  • Debt Capital (correct)
  • Working Capital (correct)
  • Business Capital (correct)
  • What are capital markets?

    Venues where funds are exchanged between buyers and sellers in the form of equity securities, bonds or other financial services. Suppliers of capital include households and institutions. Users of capital include households and institutions.

    What is the difference between primary and secondary markets?

    <p>Primary markets are where new equity (stock) and bonds are issued and sold to investors. Secondary markets are where existing securities are traded by investors. (B)</p> Signup and view all the answers

    What is the difference between public and private markets?

    <p>Public markets are where securities are offered and sold to the public (retail), unrestricted trading. Private markets have restrictions on offering, sales, and trading (Private placements - usually for companies that can't go public). (A)</p> Signup and view all the answers

    What is liquidity?

    <p>The ability to provide the lifeblood to an economy or a company (availability of capital - essential markets). Large public markets are essential to giving liquidity to the securities that trade there. Market liquidity refers to how quickly an investment can be sold. Financial liquidity refers to the ability to meet financial obligations.</p> Signup and view all the answers

    Flashcards

    Capital

    Anything that confers value or benefit to its owner.

    Types of Capital

    Monetary & non-monetary resources for growth, including Economic, Business, Working, Equity, Debt, and Trading capital.

    Capital Markets

    Venues where funds are exchanged between buyers and sellers in the form of securities.

    Primary Markets

    Where new equity and bonds are issued and sold to investors.

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    Secondary Markets

    Where existing securities are traded by investors.

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    Public Markets

    Securities offered to the public; unrestricted trading.

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    Private Markets

    Trading is restricted and usually involves private placements.

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    Liquidity

    The ability to quickly meet financial obligations; availability of capital.

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    SEC

    Securities and Exchange Commission; regulates trading and market conduct.

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    Investment Company Act of 1940

    Regulates public companies that invest primarily in securities.

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    Private Placement

    Sale of securities not to the public; does not need SEC registration.

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    Reg D

    Safe harbor for private placements; exempt from '33 Act, targeting sophisticated investors.

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    Accredited Investor

    Individuals or entities meeting specific financial criteria; requires greater financial knowledge.

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    Rule 506(b)

    Unlimited capital, but restricts general solicitation; requires prior financial disclosures.

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    Rule 506(c)

    Allows general solicitation; capital limit remains, but can only include accredited investors.

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    Mini-IPO (Reg A)

    Allows public offerings with less disclosure; caps on raised capital.

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    Brady Bonds

    Bonds created to restructure sovereign debt, trade freely and backed by collateral.

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    Sovereign Debt Restructuring Mechanism (SDRM)

    Proposed method for restructuring sovereign debt; faced many enforcement problems.

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    Regulation S

    Allows offers and sales of securities made offshore, not subject to US registration.

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    Country Risk in EM

    The perceived risk of lending to emerging markets based on their economic stability.

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    Flight Capital

    Capital moved abroad by wealthy individuals from emerging markets due to distrust in local systems.

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    The Lost Decade

    Period in Latin America affected by debt crises and economic instability in the 1980s.

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    Conversion Mechanism of Brady Bonds

    Process of swapping loans for bonds, leading to immediate trading.

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    Brady Bond Collateral

    Collateral backing Brady bonds to ensure payments and stability for bondholders.

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    Global Depository Receipt (GDR)

    A negotiable instrument for foreign company's stock traded outside of the US.

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    American Depository Receipt (ADR)

    A negotiable certificate representing shares of a non-US company, traded in US dollars.

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    Holdout Creditor Issue

    In sovereign debt restructuring, creditors refusing to accept terms can stall proceedings.

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    The Baker Plan

    Aimed to extend payment periods and finance growth for debt recovery.

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    The Brady Plan

    Proposal for debt forgiveness and conversion of loans to tradable bonds.

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    Study Notes

    Capital Markets

    • Capital is anything with value to its owner, vital for companies and economies
    • Types of Capital:
      • Economic capital: monetary and non-monetary resources boosting growth
      • Business capital: money and productive assets for growth
      • Working capital: daily operational funding
      • Equity capital: value creation funding
      • Debt capital: short-term/long-term, sometimes project funding
      • Trading capital: regulatory minimum fund requirement
    • Capital markets are venues where funds are exchanged (equity, bonds, etc.)
      • Suppliers and users of capital include households and institutions
    • Primary market: new securities (stock, bonds) are issued and sold.
    • Secondary market: existing securities are traded.
    • Public market: securities are offered/traded to the public (most liquid).
    • Private market: restricted offering/sale/trading (private placements).
    • Liquidity: ability to provide the lifeblood of economies/companies (availability of capital), market for speed of sale, financial for meeting obligations.
    • Large public markets boost security liquidity.

    History of Capital Markets

    • Early in Netherlands (14/15 cen), US (18th cen)
    • "Robber Barons" = wealthy industrialists. "Bucket Shops"= no underlying securities.
    • WWI boom, New Deal/WWII growth, energy/inflation crises, 2000s market fluctuations/illiquidity.

    Securities Laws

    • Securities Act of 1933: regulates sales to issuers.
      • Main objectives to ensure investors have all material (average investor would find relevant) information before investing and prevent fraud.
    • Registration requirements for public offerings, disclosure/registration process detailed.
      • Foreign companies issuing in foreign markets and PIPEs (private investment in public equity) aren’t subject.
    • Prospectus: investment report in public offerings (often with “red herring” preliminary form).
    • Private placements: securities sales outside public markets, do not need SEC registration, but still need to follow anti-fraud provisions.
      • Materiality definition can be different in private placements.

    Securities Act of 1934

    • Regulates trading on secondary markets
    • Created the Securities and Exchange Commission (SEC).
    • Increased public company disclosures.
    • Covers proxy solicitations and tender offers.
    • SEC role: regulates market conduct, registers and regulates players (brokerages, custodians, SROs), disciplines entities, requires reporting.
    • Public reporting companies: made a registered public offering, certain assets/investors, listed securities requirements.

    Other Acts

    • Investment Company Act of 1940: regulates companies investing in securities.
    • Investment Advisers Act of 1940: registers investment advisors.
    • Trust Indenture Act of 1939: debt securities offered to the public need a trust indenture.
    • Sarbanes-Oxley Act of 2002: enhanced corporate responsibility, disclosure, and accounting oversight.
    • Dodd-Frank Act of 2010: comprehensive financial regulation overhaul.
    • JOBS Act of 2012: reduced regulation for business access to public capital markets.

    Regulations

    • Regulation D: Rule 504 (microcaps, up to $10m), 506 (established issuers, unlimited but pre-existing relationship or accredited investors).

    • Rule 504 ($10 million in any 12-month period, sold to any investor type, microcaps)

    • Rule 506 (unlimited amount, to unlimited accredited but 35 other non-accredited investors)

    • Regulation A: "mini-IPO" (public sale of securities, less disclosure, fastest route to the public markets).

    • Rule 144A: resale of unregistered securities to Qualified Institutional Buyers (QIBs), exclusively for QIBs, no trading prohibition.

    • Regulation S: offshore offerings not subject to U.S. registration requirements, when it is not subject to '33 Act

    • Interplay of Reg S and Rule 144A: facilitates global offerings, private placements in the U.S., concurrent use, fungible (one can be exchanged for the other identical thing)

    • ADRs (American Depository Receipts): negotiable certificates representing ownership in non-US company shares, traded in US dollars, cleared through US systems

      • Levels I, II, and III have differing SEC requirements.
    • GDRs (Global Depository Receipts): similar to ADRs, trade internationally.

    Cases: Brazil and The Lost Decade

    • Brazil: Instruction 169 and Constitutional changes accelerated foreign investment.
    • The Lost Decade (1980s):
      • Emerging markets heavy reliance on bank loans (restrictive foreign investment laws).
      • "Country risk" was underestimated initially.
      • Flight capital reduced potential capital return.
      • Rising interest rates and devaluing currencies complicated loan payments.
      • Banks had "cushions" but loans and interest grew to exceed cushion size.
      • Mexico's moratorium triggered a cascade of defaults.
      • Restructuring agreements (Baker, Brady plans): new loans, structural reform, but no debt forgiveness.
      • Brady bonds: reduced and exchanged loans for liquid bonds, collateralized/US government backed.
      • Challenges to sovereign debt restructuring:
        • No tribunal to enforce agreements.
        • Difficult to get full consensus due to holdouts, no collections mechanism.
      • Argentina defaulted to commercial debt, wanted to write off 75% and faced lawsuits.

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    Description

    Explore the essentials of capital markets including types of capital, market structures, and liquidity. This quiz covers both primary and secondary markets, as well as the differences between public and private offerings. Test your knowledge on how these markets function and their importance to economies.

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