SIE Chapter 3-5 Flashcards
Board member responsibilities
overseeing mgmt team, caproate governance, declaring dividends
Order of payout in corporates bankruptcy
Debt holders, preferred stock, common stock
If a corporation chooses to repurchase some of its outstanding shares
Treasury Stock (does not receive dividends and no voting rights)
If there are 1 million shares authorized in the articles of incorporation and 10,000 issues shares, how many are outstanding
10,000 issues - outstanding
If there are 1 million shares authorized in the articles of incorporation and 10,000 issues shares, then -2,000 are purchased as treasury , how many are outstanding
8,000
Market Cap formula
Number of outstanding shares x the market value of the shares at the time
Common stock ownership rights
Inspection of books (10k), certificate of ownership, transfer of ownership (right to sell on secondary market), participation in corporate earnings (dividends), voting power for election of board and authorization of additional shares and stock splits but NOT for dividends
Two voting methods for common stock owners - Statutory and Cumulative. What is the difference
Statutory - beneficial for large shareholders, one vote per share per issue. Cumulative, beneficial for small shareholders, allows shareholders to multiple the number of shares owned by the number of voting issues
Unregistered stock that is acquired through a private placement or as compensation for senior executives of an issues. Mandatory six month holding period but could be longer with a lock up period
Restricted Securities
Registered stock that is part of an issuer’s public float and purchased in the open market by officers, directors, or greater than 10% shareholders of the issuers (no min holding period)
Control Stock aka Affiliated Stock
Permits the sale of restricted and control stock.
Rule 144
What are the regulations of Rule 144
Need to notify the SEC at time of the sale, may be sold over 90 day period (every 90 days you can sell limited quantity) . Limited to greater of number of shares that can be sold - 1% of the outstanding shares or the average weekly trading volume over the last 4 weeks. Not required if selling no more than 5k shares or $50,000
Shares of foreign companies that are sold in the USA, priced in US dollars, pay dividends in US dollars, can be sponsored or unsponsored
American depositary receipts ADRs
Sponsored vs unsponsored ADRs
Sponsored - issued in cooperation with the foreign company, may trade on US exchange. Unsponsored - issued without involvement of foreign company and trade OTC
Stock of strong, well-established, dividend paying companies
Blue Chip
Stock of companies with sales and earnings that are expanding father than the economy, pay little if any dividends
Growth
Stock of companies that pay higher than average dividends (utilities companies, manufacturing companies)
Income
Stock of companies that are resistant or recession (utilities, Tabaco, health care, healthcare, wine, cosmetic)
Defensive
Stocks of companies that fluctuate with business cycle (appliances, autos, vacations)
Cyclical
What is Preferred stock
does not having voting rights, pays a stated dividend based on par value (not guaranteed) usually quarterly
Non-cumulative preferred stock vs cumulative
Non-cumulative - not entitled to unpaid div (div in arrears) but if cumulative, investor is entitles to unpaid dividends before commons tock dividends may be paid
Callable preferred stock
issuer has the ability to repurchase the stock, typically repurchased at a premium to the par
Participating preferred stock
investors may receive additional dividends based on company’s profits
Convertible preferred stock
can convert into CS
a shareholders right to maintain percentage owners (no dilution). Only for common stock, not preferred stock. distributed through a rights offering (one right per share owned) and are discounted below the current MV prior to a public offering, must be exercised within four to six weeks and are tradable
Pre-emptive rights (which are a type of derivative)
Attached to bonds or stock as sweeteners, allow holders to purchase a specific number of the company’s CS. Exercise prices is above current MV and are long term
Warrants
Rule 10b-18 (Safe harbor) for treasury stock / repurchasing stock rules
- Only one BD used, purchase cannot be made late in the day, purchase price is restricted, single day purchase amount is restricted
If the stock’s market price rises above the warrant’s subscription price
Intrinsic value (pre-emptive rights have immediate intrinsic value since stock price is below market price)
In a bond contract what is the difference between and issuer and an investors
Investor lends money to the issuer (aka creditor), and the issuer (debtor) promises to repay debt services (all interest thought life of the bond and principal at maturity)
When a corporation has more debt than equity outstanding what is it considered?
A leveraged issuer
the amount that the
issuer agrees to pay the investor when the bond matures
Par value (principal or face value)
Interest payments (coupon rate or nominal yield) is based on what
Par value regardless of what was paid for the bond. Stated annual but generally paid semi-annually
What will the investors receive from the issuer on the due date
Last interest payment and par value
unsecured corporate debt (no asset backing the bond) just the company’s good faith and earnings ability
Debenture
Initial Interest Payment
Traditionally, bonds pay interest on the 1st or 15thnewly issued bonds pay interest from the dated date (the date from which interest begins to accrue), which may not fall on the 1st or 15th so initial interest might be more than others.
Term maturity
the entire bond matures on the same date
Bond offering matures over several years
Serial maturity
Long Coupon vs Short Coupon
If the first coupon is for more than six months, it’s referred to as a long coupon; if the first coupon is for less than six months, it’s referred to as a short coupon.
some serial maturities are structures so that principal and interest payments represent about equal annual payments over life of offering
Level debt service