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What is Investment Banking?
 An investment bank is a financial institution that raises
capital, trades securities and manages corporate mergers and
acquisitions.
 In brief:
• Investment Banking tries to match people who have
money to those that need money
• Acts as a middleman by facilitating the flow of savings
from those economic units that want to invest to those
units that want to raise funds.
• Corporations
• Governments
• Municipalities
Providers of
Capital
Investment
Banking
Chinese Wall
Sales & Trading
Research
Capital Need
Investment Banking
Sell sideBuy side
“Buy" side / “Sell" side
Examples “Buy side”
Suppose an investor wants to purchase 100 shares of company X.
They can solicit the services of an investment bank, where a
stock broker can place an order and deliver these shares.
INVESTMENT
BANKER
Examples “Sell side”
Suppose company X plans to raise capital by issuing new shares
of stock in an initial public offering (IPO) , X can solicit an
investment bank to underwrite the shares, market and sell
them to their clients.
Activities under Investment Banking
What Does An Investment Banker Do?
STARTS
Idea Generation & Problem
Solving
• Strategic Alternatives
• Raising Capital
• Capital Structure Optimization
• Risk Management, Dividend Policy
Client Relationship
Management
• Ongoing dialogue on financial
markets, industry developments,
new products
• Long-term relationship as advisor to
Senior Management and Boards
Opportunities Assessment
ACTIONS
Financial Analysis
Communication
• Management, Board of
Directors
• Internal Committees
Potential Investors
Identification
Negotiation /
Structuring
Transactions
Due Diligence
Documentation
Top IB Players in US and Europe
Overview of the IB Industry US
(2013)
Market Share
- J.P. Morgan Chase & Co. - 12.4%
- Bank of America Corporation – 9.6%
Annual
Growth
13-18
3.2%
Revenue
$149.5bn
Annual
Growth
08-13
2.8%
Market Share
- The Goldman Sachs Grp - 9.4%
- Morgan Stanley – 7.2%
- Citigroup Inc. – 5.9%
Wages
$33.9bn
Profit
$22.3bn
Businesses
9,049
Top IB Players in US
54%
20%
16%
10%
Products & Services Segmentation
Trading & Related Services
Corporate Finance Services
Underwriting Securities ( Equity and Debt )
Financial Advisory Services
Structure of an Investment Bank
Research department
enables the bank as well as
its clients to take informed
decisions
Capital markets trading and
investment
responsible for all investments into
the securities markets
Corporate finance department
caters to the funding requirements of a company
FRONT OFFICE
- Raise Capital
- Sales & Trading
- Research
MIDDLE OFFICE
- Risk Management
- Financial Control
- Corporate
Treasury. Strategy
and Compliance
BACK OFFICE
- Operations
- Technology
Revenue sources of the Investment
Banks
• Charged for advice, providing finance, keeping money
available for clients, trading services, investment
services, and research
Fees
• Income from investments made in sharesDividends
• Income from loans madeInterest
• Profits from investments madeInvestments
• Profit made from buying and selling securitiesTrading
780
639
971
750
562
401
459
450
81
291
919
693
824
779
609
540
535
443
239
435
2,247
1,948
1,239
1,106
1,335
1,428
1,254
1,199
1,032
584
0 500 1000 1500 2000 2500 3000 3500 4000 4500
JPMorgan
Bank of America Merrill Lynch
Goldman Sachs
Morgan Stanley
Citi
Deutsche Bank
Credit Suisse
Barclays
RBC Capital Markets
UBS
Revenue in million U.S. dollars
Revenue of the world's largest investment banks, by product group
(in million U.S. dollars; as of August 27, 2013)
Mergers & Acquisitions Equity Capital Markets Debt Capital Markets & Loans
Revenue figures of Top IB Firms
SERVICES PROVIDED BY
INVESTMENT BANKS
Mergers & Acquisitions
Company
X
Company
Y
Company
Z
Company
A
Company
B
Company
A
Copyright © 2013 CFA Institute 17
Merger with Consolidation Acquisition
Types of Mergers & Acquisitions
M&A
Acquisition
Share purchase Asset purchase
Merger Consolidation
Leveraged
buyout
Holding Divestitures
Why Do Mergers And Acquisitions
Occur?
Creating Value
• Increasing market power
• Synergy
• Growth
• Acquiring unique capabilities or resources
• Unlocking hidden value
Cross-Border
Mergers
• Overcoming adverse government policy
• Exploiting market imperfections
• Product differentiation
• Technology transfer
• Following clients
Dubious Motives
• Tax considerations
• Diversification
• Bootstrapping earnings
• Managers’ personal incentives
Example Of A Merger: AMR And
U.S. Airways
• U.S. Airways
proposes
merger to
bankrupt
AMR.
April 2012
• AMR creditors
encourage AMR to
merge with another
airline, instead of
emerging from
bankruptcy alone.
July 2012
• AMR and U.S.
Airways begin
merger
discussions.
September
2012
• U.S. Airways proposes
merger, with its
shareholders owning
30% of the new
company.
November
2012
• Details of the
merger are
worked out.
• Merger filed
with the FTC
under Hart-
Scott-Rodino
Act.
February
2013
M&A: Synergy
Synergy occurs when the whole is greater than sum of its parts.
For example, in terms of math it could be represented as
“2+2=3” or as “2+2=5”.
In the context of mergers, there can be two types of synergy:
 The first type of synergy results in economies of scale, which
refers to decreased costs ( Cost synergy)
 Another type of synergy results in increased revenues such
as cross-selling (Revenue Synergy)
Example: Bootstrapping earnings
Company One Company Two
Company One
Post-Acquisition
Earnings $100 million $50 million $150 million
Number of shares 100 million 50 million 125 million
Earnings per share $1 $1 $1.20
P/E 20 10 20
Price per share $20 $10 $24
Market value of stock $2,000 million $500 million $3,000 million
22
Assumptions:
• Exchange ratio: One share of Company One for two shares of Company Two
• Market applies pre-merger P/E of Company One to post-merger earnings
Bootstrapping earnings is the increase in earnings per share as
a result of a merger, combined with the market’s use of the
pre-merger P/E to value post-merger EPS.
ADVISORY SERVICES
Advisory Services
Business Planning
These include sharpening value
proposition, definition of markets/
industry/ customer, financial
projections, milestones and risk
planning and creating a business
plan document.
Intellectual Property &
Technology Commercialization
These include preliminary
patentability analysis, IP
landscapes, IP portfolio analytics
& planning, basic IP knowhow &
infringement issues, etc.
Nuts-and-Bolts of Company
Creation and Management
These include company
incorporation, financial &
accounting setup, HR processes,
import/export basics, regulatory
requirements, etc.
Science & Technology
These include technology road-
maps, strategy creation & due
diligence; with an emphasis on
chemical, materials and biological
sciences; instrumentation,
scientific software, informatics,
and scientific services.
Fund Raising
These include planning &
matching start-up capital
requirements with appropriate
sources of funding; ranging from
governmental agencies (e.g..
DST, MoMSME) to HNIs/angels
and professional investors such
as venture capital firms.
Market and Industry Insights
In specific domains, Venture
Center can provide insights into
specific markets or industry
segments in India.
Broad Services under this :
RAISING CAPITAL AND SECURITY
UNDERWRITING
Primary Market/Secondary Market
Primary Market
(Newly Issued
Securities)
Raise New Capital for the
corporate
IB’s create a public
market for their client’s
securities
Secondary Market
(Previously Issued
Securities)
Market makers facilitate trading
of old securities
Trades through agency : e.g.
broker operating through an
exchange like NYSE
Trades through principal
transactions
Raise Capital
There are several ways in which firm can raise capital in the public market:
• Private corporate
issues public
traded shares for
the first time
Initial Public
Offering
• Existing public
firm issues new
shares again in
the market
Seasoned Equity
Offering
• Corporate issues
shares in a
subsidiary to the
public
Carve Out
• Corporate issues
all subsidiary
shares to their
current
shareholders
Spin Off
• Debt Issuances :
Coporate Bonds
Fixed
Income
• Share offered
directly to public
shareholders
Direct Public
Offering
Raise Capital
Firms can skip going public by going to private market:
 Going to Large Investors :
Insurance Companies
Wealthy Individuals
Mutual Funds
Other Corporate, etc.
 Private Placement can be below the Market Price
 Easier to renegotiate than public issues
Underwriting
Definition of 'Underwriting‘
 The process by which investment bankers raise investment
capital from investors on behalf of corporations and
governments that are issuing securities (both equity and
debt).
 The process of guaranteeing the placement of new debt or
equity with public financial markets
Securities Underwriting :
The IPO Process
Firm Selects an
Underwriter ( Investment
Bank) and agree on the
offering method
Valuing the
Offer
- SEC Filing
- Syndication
- Road-show
- Offer
- Quiet
Period
Fees of IB
Example of Securities Underwriting
Gillette wants to
raise some money
for a new project
through issue of
new stock
JPMorgan will then
underwrite the offering.
It will use its institutional
sales force to go out and
get Fidelity and many
other institutional
investors to buy chunks
of shares from the
offering.
JPMorgan’s traders
will facilitate the
buying & selling of
these new shares by
buying and selling
Gillette shares out of
their own account,
thereby making a
market.
JPMorgan will pay
Gillette proceeds
at $(share price *
newly issued
shares) less
JPMorgan’s fees.
Leverage
Definition of 'Leverage‘
 The use of various financial instruments or borrowed capital, such
as margin, to increase the potential return of an investment
 The amount of debt used to finance a firm's assets. A firm with
significantly more debt than equity is considered to be highly
leveraged
Leverage is most
commonly used in real
estate transactions
through the use of
mortgages to purchase a
home.
Example Explaining Leverage
Particulars Company One Company Two
Equity Share Capital
($100/share)
$100 million $50 million
5% Debentures - $50 million
CALCULATION OF EPS/SHARE:
Particulars Company One Company Two
EBIT $10 million $10 million
Less: Interest - $2.5 million
PBT $10 million $7.5 million
Less: Taxes (50%) $5 million $3.75 million
PAT $5 million $3.75 million
No. of Shares 1 million 0.5 million
EPS/Share $5 $7.5
CAPITAL STRUCTURE:
TRADING AND ACTIVITIES
Bonds
Definition of 'Bond'
 A debt investment in which an investor
loans money to an entity (corporate or
governmental) that borrows the funds for
a defined period of time at a fixed interest
rate
 Bonds are used by companies,
municipalities, states and U.S. foreign
governments to finance a variety of
projects and activities
 Bonds are commonly referred to as fixed-
income securities and are one of the three
main asset classes, along with stocks and
cash equivalents
Types of Bond
1. US Government Bonds (Treasuries)
2. Agency Bonds (Agencies)
3. Municipal Bonds (Munis)
4. Corporate Bonds (Corporates)
Broad classification of Bonds on the basis of Interest:
Fixed rate
bonds
• Pays a fixed rate of
interest (the coupon
rate) for the life of
the bond
Floating rate
bonds
• Interest payments
that are tied to some
measure of current
interest rates. A
common measure is
the 90 day bank bill
swap rate or BBSW
Indexed
bonds
• Interest is usually
paid at a fixed rate
on the adjusted face
value. They are
generally medium to
long-term bonds
Bond Market
 Domestic Bond Market: Bonds issued locally by domestic
borrower usually in domestic currency
Example: General Motors issues a bond in the U.S. for placement
in the U.S. domestic market, that is, to investors residing in the
U.S.
 Foreign Bond Market: Bonds issued in local market by foreign
borrowers, usually issued in local currency
Example: Korea electric, a foreign corporation, issues bonds in
the US for placement in US alone.
The issue is denominated in the currency of the intended
investors, US$.
 Euro Bonds: Bond denominated in a currency not native to
the issuer’s home country. Eurobonds are commonly issued
by governments, corporations, and international
organizations.
Example: Company XYZ is headquartered in the United States.
Company XYZ decides to go to Australia to issue
bonds denominated in Canadian dollars.
Bond Market
Future of Investment Banking Firms
Investment banking has always been a cyclical business. The ‘old
ways’ of doing business need to change. Here are just a few of the
trends affecting the industry:
Find new ways to connect with
customers
Improve their abilities to effectively manage
and leverage data, including their analytics
and predictive modelling capabilities
Industrialize their internal processes
Future of Investment Banking Firms
Step up use of cloud and other
emerging technology
Re-examine merger and acquisition
opportunities
Rebuild their reputations
Investment Banking

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Investment Banking

  • 1.
  • 2. What is Investment Banking?  An investment bank is a financial institution that raises capital, trades securities and manages corporate mergers and acquisitions.  In brief: • Investment Banking tries to match people who have money to those that need money • Acts as a middleman by facilitating the flow of savings from those economic units that want to invest to those units that want to raise funds.
  • 3. • Corporations • Governments • Municipalities Providers of Capital Investment Banking Chinese Wall Sales & Trading Research Capital Need Investment Banking Sell sideBuy side
  • 4. “Buy" side / “Sell" side
  • 5. Examples “Buy side” Suppose an investor wants to purchase 100 shares of company X. They can solicit the services of an investment bank, where a stock broker can place an order and deliver these shares. INVESTMENT BANKER
  • 6. Examples “Sell side” Suppose company X plans to raise capital by issuing new shares of stock in an initial public offering (IPO) , X can solicit an investment bank to underwrite the shares, market and sell them to their clients.
  • 8. What Does An Investment Banker Do? STARTS Idea Generation & Problem Solving • Strategic Alternatives • Raising Capital • Capital Structure Optimization • Risk Management, Dividend Policy Client Relationship Management • Ongoing dialogue on financial markets, industry developments, new products • Long-term relationship as advisor to Senior Management and Boards Opportunities Assessment ACTIONS Financial Analysis Communication • Management, Board of Directors • Internal Committees Potential Investors Identification Negotiation / Structuring Transactions Due Diligence Documentation
  • 9. Top IB Players in US and Europe
  • 10. Overview of the IB Industry US (2013) Market Share - J.P. Morgan Chase & Co. - 12.4% - Bank of America Corporation – 9.6% Annual Growth 13-18 3.2% Revenue $149.5bn Annual Growth 08-13 2.8% Market Share - The Goldman Sachs Grp - 9.4% - Morgan Stanley – 7.2% - Citigroup Inc. – 5.9% Wages $33.9bn Profit $22.3bn Businesses 9,049
  • 11. Top IB Players in US 54% 20% 16% 10% Products & Services Segmentation Trading & Related Services Corporate Finance Services Underwriting Securities ( Equity and Debt ) Financial Advisory Services
  • 12. Structure of an Investment Bank Research department enables the bank as well as its clients to take informed decisions Capital markets trading and investment responsible for all investments into the securities markets Corporate finance department caters to the funding requirements of a company FRONT OFFICE - Raise Capital - Sales & Trading - Research MIDDLE OFFICE - Risk Management - Financial Control - Corporate Treasury. Strategy and Compliance BACK OFFICE - Operations - Technology
  • 13. Revenue sources of the Investment Banks • Charged for advice, providing finance, keeping money available for clients, trading services, investment services, and research Fees • Income from investments made in sharesDividends • Income from loans madeInterest • Profits from investments madeInvestments • Profit made from buying and selling securitiesTrading
  • 14. 780 639 971 750 562 401 459 450 81 291 919 693 824 779 609 540 535 443 239 435 2,247 1,948 1,239 1,106 1,335 1,428 1,254 1,199 1,032 584 0 500 1000 1500 2000 2500 3000 3500 4000 4500 JPMorgan Bank of America Merrill Lynch Goldman Sachs Morgan Stanley Citi Deutsche Bank Credit Suisse Barclays RBC Capital Markets UBS Revenue in million U.S. dollars Revenue of the world's largest investment banks, by product group (in million U.S. dollars; as of August 27, 2013) Mergers & Acquisitions Equity Capital Markets Debt Capital Markets & Loans Revenue figures of Top IB Firms
  • 16.
  • 17. Mergers & Acquisitions Company X Company Y Company Z Company A Company B Company A Copyright © 2013 CFA Institute 17 Merger with Consolidation Acquisition
  • 18. Types of Mergers & Acquisitions M&A Acquisition Share purchase Asset purchase Merger Consolidation Leveraged buyout Holding Divestitures
  • 19. Why Do Mergers And Acquisitions Occur? Creating Value • Increasing market power • Synergy • Growth • Acquiring unique capabilities or resources • Unlocking hidden value Cross-Border Mergers • Overcoming adverse government policy • Exploiting market imperfections • Product differentiation • Technology transfer • Following clients Dubious Motives • Tax considerations • Diversification • Bootstrapping earnings • Managers’ personal incentives
  • 20. Example Of A Merger: AMR And U.S. Airways • U.S. Airways proposes merger to bankrupt AMR. April 2012 • AMR creditors encourage AMR to merge with another airline, instead of emerging from bankruptcy alone. July 2012 • AMR and U.S. Airways begin merger discussions. September 2012 • U.S. Airways proposes merger, with its shareholders owning 30% of the new company. November 2012 • Details of the merger are worked out. • Merger filed with the FTC under Hart- Scott-Rodino Act. February 2013
  • 21. M&A: Synergy Synergy occurs when the whole is greater than sum of its parts. For example, in terms of math it could be represented as “2+2=3” or as “2+2=5”. In the context of mergers, there can be two types of synergy:  The first type of synergy results in economies of scale, which refers to decreased costs ( Cost synergy)  Another type of synergy results in increased revenues such as cross-selling (Revenue Synergy)
  • 22. Example: Bootstrapping earnings Company One Company Two Company One Post-Acquisition Earnings $100 million $50 million $150 million Number of shares 100 million 50 million 125 million Earnings per share $1 $1 $1.20 P/E 20 10 20 Price per share $20 $10 $24 Market value of stock $2,000 million $500 million $3,000 million 22 Assumptions: • Exchange ratio: One share of Company One for two shares of Company Two • Market applies pre-merger P/E of Company One to post-merger earnings Bootstrapping earnings is the increase in earnings per share as a result of a merger, combined with the market’s use of the pre-merger P/E to value post-merger EPS.
  • 24. Advisory Services Business Planning These include sharpening value proposition, definition of markets/ industry/ customer, financial projections, milestones and risk planning and creating a business plan document. Intellectual Property & Technology Commercialization These include preliminary patentability analysis, IP landscapes, IP portfolio analytics & planning, basic IP knowhow & infringement issues, etc. Nuts-and-Bolts of Company Creation and Management These include company incorporation, financial & accounting setup, HR processes, import/export basics, regulatory requirements, etc. Science & Technology These include technology road- maps, strategy creation & due diligence; with an emphasis on chemical, materials and biological sciences; instrumentation, scientific software, informatics, and scientific services. Fund Raising These include planning & matching start-up capital requirements with appropriate sources of funding; ranging from governmental agencies (e.g.. DST, MoMSME) to HNIs/angels and professional investors such as venture capital firms. Market and Industry Insights In specific domains, Venture Center can provide insights into specific markets or industry segments in India. Broad Services under this :
  • 25. RAISING CAPITAL AND SECURITY UNDERWRITING
  • 26. Primary Market/Secondary Market Primary Market (Newly Issued Securities) Raise New Capital for the corporate IB’s create a public market for their client’s securities Secondary Market (Previously Issued Securities) Market makers facilitate trading of old securities Trades through agency : e.g. broker operating through an exchange like NYSE Trades through principal transactions
  • 27. Raise Capital There are several ways in which firm can raise capital in the public market: • Private corporate issues public traded shares for the first time Initial Public Offering • Existing public firm issues new shares again in the market Seasoned Equity Offering • Corporate issues shares in a subsidiary to the public Carve Out • Corporate issues all subsidiary shares to their current shareholders Spin Off • Debt Issuances : Coporate Bonds Fixed Income • Share offered directly to public shareholders Direct Public Offering
  • 28. Raise Capital Firms can skip going public by going to private market:  Going to Large Investors : Insurance Companies Wealthy Individuals Mutual Funds Other Corporate, etc.  Private Placement can be below the Market Price  Easier to renegotiate than public issues
  • 29. Underwriting Definition of 'Underwriting‘  The process by which investment bankers raise investment capital from investors on behalf of corporations and governments that are issuing securities (both equity and debt).  The process of guaranteeing the placement of new debt or equity with public financial markets
  • 30. Securities Underwriting : The IPO Process Firm Selects an Underwriter ( Investment Bank) and agree on the offering method Valuing the Offer - SEC Filing - Syndication - Road-show - Offer - Quiet Period Fees of IB
  • 31. Example of Securities Underwriting Gillette wants to raise some money for a new project through issue of new stock JPMorgan will then underwrite the offering. It will use its institutional sales force to go out and get Fidelity and many other institutional investors to buy chunks of shares from the offering. JPMorgan’s traders will facilitate the buying & selling of these new shares by buying and selling Gillette shares out of their own account, thereby making a market. JPMorgan will pay Gillette proceeds at $(share price * newly issued shares) less JPMorgan’s fees.
  • 32. Leverage Definition of 'Leverage‘  The use of various financial instruments or borrowed capital, such as margin, to increase the potential return of an investment  The amount of debt used to finance a firm's assets. A firm with significantly more debt than equity is considered to be highly leveraged Leverage is most commonly used in real estate transactions through the use of mortgages to purchase a home.
  • 33. Example Explaining Leverage Particulars Company One Company Two Equity Share Capital ($100/share) $100 million $50 million 5% Debentures - $50 million CALCULATION OF EPS/SHARE: Particulars Company One Company Two EBIT $10 million $10 million Less: Interest - $2.5 million PBT $10 million $7.5 million Less: Taxes (50%) $5 million $3.75 million PAT $5 million $3.75 million No. of Shares 1 million 0.5 million EPS/Share $5 $7.5 CAPITAL STRUCTURE:
  • 35. Bonds Definition of 'Bond'  A debt investment in which an investor loans money to an entity (corporate or governmental) that borrows the funds for a defined period of time at a fixed interest rate  Bonds are used by companies, municipalities, states and U.S. foreign governments to finance a variety of projects and activities  Bonds are commonly referred to as fixed- income securities and are one of the three main asset classes, along with stocks and cash equivalents
  • 36. Types of Bond 1. US Government Bonds (Treasuries) 2. Agency Bonds (Agencies) 3. Municipal Bonds (Munis) 4. Corporate Bonds (Corporates) Broad classification of Bonds on the basis of Interest: Fixed rate bonds • Pays a fixed rate of interest (the coupon rate) for the life of the bond Floating rate bonds • Interest payments that are tied to some measure of current interest rates. A common measure is the 90 day bank bill swap rate or BBSW Indexed bonds • Interest is usually paid at a fixed rate on the adjusted face value. They are generally medium to long-term bonds
  • 37. Bond Market  Domestic Bond Market: Bonds issued locally by domestic borrower usually in domestic currency Example: General Motors issues a bond in the U.S. for placement in the U.S. domestic market, that is, to investors residing in the U.S.  Foreign Bond Market: Bonds issued in local market by foreign borrowers, usually issued in local currency Example: Korea electric, a foreign corporation, issues bonds in the US for placement in US alone. The issue is denominated in the currency of the intended investors, US$.
  • 38.  Euro Bonds: Bond denominated in a currency not native to the issuer’s home country. Eurobonds are commonly issued by governments, corporations, and international organizations. Example: Company XYZ is headquartered in the United States. Company XYZ decides to go to Australia to issue bonds denominated in Canadian dollars. Bond Market
  • 39. Future of Investment Banking Firms Investment banking has always been a cyclical business. The ‘old ways’ of doing business need to change. Here are just a few of the trends affecting the industry: Find new ways to connect with customers Improve their abilities to effectively manage and leverage data, including their analytics and predictive modelling capabilities Industrialize their internal processes
  • 40. Future of Investment Banking Firms Step up use of cloud and other emerging technology Re-examine merger and acquisition opportunities Rebuild their reputations

Editor's Notes

  1. 5.93 6.77
  2. http://www.investinganswers.com/financial-dictionary/investing/investment-bank-598
  3. 18.2 26.46
  4. http://lgdata.s3-website-us-east-1.amazonaws.com/docs/807/817879/52311_Investment_Banking___Securities_Dealing_in_the_US_industry_report_1_.pdf
  5. http://lgdata.s3-website-us-east-1.amazonaws.com/docs/807/817879/52311_Investment_Banking___Securities_Dealing_in_the_US_industry_report_1_.pdf
  6. http://www.jobsearchdigest.com/investment_banking_jobs/career_advice/overview_of_the_investment_banking_industry/ Or Fees or commission earned through the placement of equity and debt on behalf of their clients, which may include large institutions, companies, hedge funds and wealthy individuals. By providing strategic advisory services for mergers, acquisitions or divestitures as well as other financial services, such as the trading of derivatives, fixed income, foreign exchange (forex), commodities, and equity securities.
  7. http://www.statista.com/statistics/273080/revenue-of-the-worlds-largest-investment-banks-by-product-group/
  8. Motives for Merger Creating value (that is, mergers with these motives have the potential to add value): Synergy (Note: 1 + 1 > 2) Economies of scale Cross-product selling Growth External growth (may be less risky than organic growth) Increasing market power Horizontal or vertical integration to increase strength in the industry Note: Regulatory authorities in some countries may limit this as a benefit (e.g., FTC in the United States). Acquiring unique capabilities or resources Resources include patents, technology, trademarks, or raw materials Unlocking hidden value Improve management, reorganize structure, breakups, or liquidations Cross-border mergers: Exploiting market imperfections Cheaper labor in one market Lower-cost raw materials Overcoming adverse government policy Circumvent tariffs Circumvent barriers to trade Technology transfer Facilitate entry into a country’s market Gain access to new technology or resources Product differentiation Enhance product line Expand into a country’s market “Buy” reputation for entry into a market Following clients Make sure that the business of clients do not go to another company once the client expands to another country. Dubious motives: Diversification Investors can diversify in their own portfolios, so there is generally no value to companies to diversify. Bootstrapping earnings (see Example 10-3) Occurs if the acquirer’s shares trade at a higher P/E than the targets Managers’ personal incentives Compensation (often tied to size of the firm/earnings—part of managerialism theories) Decrease their personal employment risk Tax considerations Most jurisdictions do not allow “buying” tax losses.
  9. http://blogbschool.com/2010/10/27/8-specific-motives-for-mergers-and-acquisitions/
  10. Explain how earnings per share (EPS) bootstrapping works and calculate a company’s post-merger EPS. Example: Bootstrapping Earnings Bootstrapping earnings is the increase in earnings per share as a result of a merger, combined with the market’s use of the pre-merger P/E to value post-merger EPS. In this example, we first assume that the market is imperfect and incorrectly applies the pre-merger P/E of Company One to the merged company.
  11. http://www.venturecenter.co.in/advisory_services.php
  12. http://www.slideshare.net/samanthafox/ppt-4065766
  13. http://www.slideshare.net/samanthafox/ppt-4065766
  14. http://www.slideshare.net/samanthafox/ppt-4065766
  15. http://www.investopedia.com/terms/l/leverage.asp
  16. http://www.investopedia.com/terms/b/bond.asp
  17. http://www.asx.com.au/products/bonds/types-of-bonds.htm
  18. https://www.kpmg.com/US/en/industry/Banking-Capital-Markets/Documents/look-ahead-2014-industry-brochure.pdf