| GLOSSARY
Accretive merger: A merger in which the acquiring company's earnings per share increase.
Balance Sheet: One of the four basic financial statements, the Balance Sheet presents the financial position of a company at a given point in time, including Assets, Liabilities, and Equity.
Beta: A value that represents the relative volatility of a given investment with respect to the market.
Bond price: The price the bondholder (the lender) pays the bond issuer (the borrower) to hold the bond (i.e. to have a claim on the cash flows documented on the bond).
Bond spreads: The difference between the yield of a corporate bond and a U.S. Treasury security of similar time to maturity.
Buy-side: The clients of investment banks (mutual funds, pension funds) that buy the stocks, bonds and securities sold by the investment banks. (The investment banks that sell these products to investors are known as the "sell-side.")
Callable bond: A bond that can be bought back by the issuer so that it is not committed to paying large coupon payments in the future.
Call option: An option that gives the holder the right to purchase an asset for a specified price on or before a specified expiration date.
Capital Asset Pricing Model (CAPM):
A model used to calculate the discount rate of a company's cash flows.
Commercial bank: A bank that lends, rather than raises money. For example, if a company wants $30 million to open a new production plant, it can approach a commercial bank like Chase Manhattan or Citibank for a loan. (Increasingly, commercial banks are also providing investment banking services to clients.)
Commercial paper: Short-term corporate debt, typically maturing in nine months or less.
Commodities: Assets (usually agricultural products or metals) that are generally interchangeable with one another and therefore share a common price. For example, corn, wheat, and rubber generally trade at one price on commodity markets worldwide.
Common stock: Also called common equity, common stock represents an ownership interest in a company. (As opposed to preferred stock, see below.) The vast majority of stock traded in the markets today is common, as common stock enables investors to vote on company matters. An individual with 51 percent or more of shares owned controls a company's decisions and can appoint anyone he/she wishes to the board of directors or to the management team.
Comparable transactions (comps):
A method of valuing a company for a merger or acquisition that involves studying similar transactions.
Convertible preferred stock: A relatively uncommon type of equity issued by a company, convertible preferred stock is often issued when it cannot successfully sell either straight common stock or straight debt. Preferred stock pays a dividend, similar to how a bond pays coupon payments, but ultimately converts to common stock after a period of time. It is essentially a mix of debt and equity, and most often used as a means for a risky company to obtain capital when neither debt nor equity works.
Non-convertible preferred stock: Sometimes companies issue non-convertible preferred stock, which remains outstanding in perpetuity and trades like stocks. Utilities represent the best example of non-convertible preferred stock issuers.
Capital market equilibrium: The principle that there should be equilibrium in the global interest rate markets.
Convertible bonds: Bonds that can be converted into a specified number of shares of stock.
Coupon payments: The payments of interest that the bond issuer makes to the bondholder.
Credit ratings: The ratings given to bonds by credit agencies. These ratings indicate the risk of default.
Currency appreciation: When a currency's value is rising relative to other currencies.
Currency depreciation: When a currency's value is falling relative to other currencies.
Currency devaluation: When a currency weakens under fixed exchange rates.
Currency revaluation: When a currency strengthens under fixed exchange rates.
Default premium: The difference between the promised yields on a corporate bond and the yield on an otherwise identical government bond.
Default risk: The risk that the company issuing a bond may go bankrupt and "default" on its
loans.
Derivatives: An asset whose value is derived from the price of another asset. Examples include call options, put options, futures, and interest-rate "swaps."
Dilutive merger: A merger in which the acquiring company's earnings per share decrease.
Discount rate: A rate that measures the risk of an investment. It can be understood as the expected return from a project of a certain amount of risk.
Discounted Cash Flow analysis (DCF): A method of valuation that takes the net present value of the free cash flows of a company.
Dividend: A payment by a company to shareholders of its stock, usually as a way to distribute some or all of the profits to shareholders.
Equity: In short, stock. Equity means ownership in a company that is usually represented by stock.
The Fed: The Federal Reserve, which gently (or sometimes roughly), manages the country's economy by setting interest rates.
Fixed income: Bonds and other securities that earn a fixed rate of return. Bonds are typically issued by governments, corporations and municipalities.
Float: The number of shares available for trade in the market times the price. Generally speaking, the bigger the float, the greater the
stock's liquidity.
Floating rate: An interest rate that is benchmarked to other rates (such as the rate paid on U.S. Treasuries), allowing the interest rate to change as market conditions change.
Forward contract: A contract that calls for future delivery of an asset at an agreed-upon price.
Forward exchange rate: The price of currencies at which they can be bought and sold for future delivery.
Forward rates (for bonds): The agreed-upon interst rates for a bond to be issued in the future.
Futures contract: A contract that calls for the delivery of an asset or its cash value at a specified delivery or maturity date for an agreed upon price. A future is a type of forward contract that is liquid, standardized, traded on an exchange, and whose prices are settled at the end of each trading day.
Glass-Steagall Act: Part of the legislation passed during the Depression (Glass-Steagall was passed in 1933) designed to help prevent future bank failure - the establishment of the F.D.I.C. was also part of this movement. The Glass-Steagall Act split America's investment banking (issuing and trading securities) operations from commercial banking (lending). For example, J.P. Morgan was forced to spin off its securities unit as Morgan Stanley. Since the late 1980s, the Federal Reserve has steadily weakened the act, allowing commercial banks such as NationsBank and Bank of America to buy investment banks like Montgomery Securities and Robertson Stephens.
Goodwill: An account that includes intangible assets a company may have, such as brand image.
Hedge: To balance a position in the market in order to reduce risk. Hedges work like insurance: a small position pays off large amounts with a slight move in the market.
High-yield bonds (a.k.a. junk bonds): Bonds with poor credit ratings that pay a relatively high rate of interest.
Holding Period Return: The income earned over a period as a percentage of the bond price at the start of the period.
Income Statement: One of the four basic financial statements, the Income Statement presents the results of operations of a business over a specified period of time, and is composed of Revenues, Expenses, and Net Income.
Initial Public Offering (IPO):
The dream of every entrepreneur, the IPO is the first time a company issues stock to the public. ?Going public? means more than raising money for the company: By agreeing to take on public shareholders, a company enters a whole world of required SEC filings and quarterly revenue and earnings reports, not to mention possible shareholder lawsuits.
Investment grade bonds: Bonds with high credit ratings that pay a relatively low rate of interest.
Leveraged Buyout (LBO): The buyout of a company with borrowed money, often using that company's own assets as collateral. LBOs were the order of the day in the heady 1980s, when successful LBO firms such as Kohlberg Kravis Roberts made a practice of buying up companies, restructuring them, and reselling them or taking them public at a significant profit. LBOs are now somewhat out of fashion.
Liquidity: The amount of a particular stock or bond available for trading in the market. For commonly traded securities, such as big cap stocks and U.S. government bonds, they are said to be highly liquid instruments. Small cap stocks and smaller fixed income issues often are called illiquid (as they are not actively traded) and suffer a liquidity discount, i.e. they trade at lower valuations to similar, but more liquid, securities.
The Long Bond: The 30-year U.S. Treasury bond. Treasury bonds are used as the starting point for pricing many other bonds, because Treasury bonds are assumed to have zero credit risk take into account factors such as inflation. For example, a company will issue a bond that trades "40 over Treasuries." The 40 refers to 40 basis points (100 basis points = 1 percentage point).
Market Cap(italization): The total value of a company in the stock market (total shares outstanding x price per share).
Money market securities: This term is generally used to represent the market for securities maturing within one year. These include short-term CDs, Repurchase Agreements, Commercial Paper (low-risk corporate issues), among others. These are low risk, short-term securities that have yields similar to Treasuries.
Mortgage-backed bonds: Bonds collateralized by a pool of mortgages. Interest and principal payments are based on the individual homeowners making their mortgage payments. The more diverse the pool of mortgages backing the bond, the less risky they are.
Multiples method: A method of valuing a company that involves taking a multiple of an indicator such as price-to-earnings, EBITDA, or revenues.
Municipal bonds: Bonds issued by local and state governments, a.k.a. municipalities. Municipal bonds are structured as tax-free for the investor, which means investors in "muni's" earn interest payments without having to pay federal taxes. Sometimes investors are exempt from state and local taxes, too. Consequently, municipalities can pay lower interest rates on muni bonds than other bonds of similar risk.
Net present value (NPV): The present value of a series of cash flows generated by an investment, minus the initial investment. NPV is calculated because of the important concept that "money today is worth more than the same money tomorrow."
Par value: The total amount a bond issuer will commit to pay back when the bond expires.
P/E ratio: The price to earnings ratio. This is the ratio of a company's stock price to its earnings-per-share. The higher the P/E ratio, the more "expensive" a stock is (and also the faster investors believe the company will grow). Stocks in fast-growing industries tend to have higher P/E ratios.
Pooling accounting: A type of accounting used in a stock swap merger. Pooling accounting does not account for Goodwill, and is preferable to purchase accounting.
Prime rate: The average rate U.S. banks charge to companies for loans. Purchase accounting: A type of accounting used in a merger with a considerable amount of cash. Purchase accounting takes Goodwill into account, and is less preferable than pooling accounting.
Put option: An option that gives the holder the right to sell an asset for a specified price on or before a specified expiration date.
Securities and Exchange Commission (SEC): A federal agency that, like the Glass-Steagall Act, was established as a result of the stock market crash of 1929 and the ensuing depression. The SEC monitors disclosure of financial information to stockholders, and protects against fraud. Publicly traded securities must first be approved by the SEC prior to trading.
Securitize: To convert an asset into a security that can then be sold to investors. Nearly any income-generating asset can be turned into a security. For example, a 20-year mortgage on a home can be packaged with other mortgages just like it, and shares in this pool of mortgages can then be sold to investors.
Spot exchange rate: The price of currencies for immediate delivery. Statement of Cash Flows: One of the four basic financial statements, the Statement of Cash Flows presents a detailed summary of all of the cash inflows and outflows during a specified period.
Statement of Retained Earnings: One of the four basic financial statements, the Statement of Retained Earnings is a reconciliation of the Retained Earnings account. Information such as dividends or announced income is provided in the statement. The Statement of Retained Earnings provides information about what a company's management is doing with the company's earnings.
Stock: Ownership in a company.
Stock swap: A form of M&A activity in whereby the stock of one company is exchanged for the stock of another.
Strong currency: A currency whose value is rising relative to other currencies.
Swap: A type of derivative, a swap is an exchange of future cash flows. Popular swaps include foreign exchange swaps and interest rate swaps. 10K: An annual report filed by a public company with the Securities and Exchange Commission (SEC). Includes financial information, company information, risk factors, etc.
Tender offers: A method by which a hostile acquirer renders an offer to the shareholders of a company in an attempt to gather a controlling interest in the company. Generally, the potential acquirer will offer to buy stock from shareholders at a much higher value than the market value.
Treasury securities: Securities issued by the U.S. government. These are divided into Treasury bills (maturity of up to 2 years), Treasury notes (from 2 years to 10 years maturity), and Treasury bonds (10 years to 30 years). As they are government guaranteed, often treasuries are considered "risk-free." In fact, while U.S. Treasuries have no default risk, they do have interest rate risk; if rates increase, then the price of UST's will decrease.
Underwrite: The function performed by investment banks when they help companies issue securities to investors. Technically, the investment bank buys the securities from the company and immediately resells the securities to investors for a slightly higher price, making money on the spread.
Weak currency: A currency whose value is falling relative to other currencies.
Yield to call: The yield of a bond calculated up to the period when the bond is called (paid off by the bond issuer).
Yield: The annual return on investment. A high-yield bond, for example, pays a high rate of interest.
Yield to maturity: The measure of the average rate of return that will be earned on a bond if it is bought now and held to maturity.
Zero coupon bonds:
A bond that offers no coupon or interest payments to the bondholder.
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