Securities and Securitization
Asset-Based Securities
A security is a fungible, tradable financial instrument used to raise capital in private and public markets. Securities consist of equity such as shares, debt such as bonds and commercial paper, and hybrids such as convertible bonds or preferred stock. Public sales of securities are strictly regulated by the U.S. Securities and Exchange Commission (SEC)
Securitization is the process whereby interests in securities are pooled or packaged, underwritten, and sold in the form of asset-backed securities. These securities commonly include real estate mortgages, installment sales contracts, credit card receivables, student loans, leases, and other cash producing investments.
The benefits of asset-backed securities for buyers include diversification and reduced risk. Most buyers are investment companies, retirement funds, hedge funds, insurance companies, and accredited investors.
A Collateralized Mortgage Obligation (CMO) is a mortgage backed security that contains a pool of mortgage loans bundled together and sold as an investment. CMOs are a type of collateralized debt obligation. The pool of loans may be A-paper loans or a lesser quality, including private money loans.
A Collateralized Mortgage Obligation (CMO) is a mortgage-backed security created by pooling together individual mortgage loans and dividing them into different risk and return classes, called tranches. These tranches are designed to offer investors varied cash flow and maturity dates, allowing them to choose investments that align with their objectives including risk tolerance. CMOs facilitate the transfer of risk from lenders to investors, provide liquidity for mortgage lenders, and offer unique investment opportunities in the fixed-income market, though they carry risks like prepayment and interest rate sensitivity.
Regulation D (Reg D) is a Securities and Exchange Commission (SEC) regulation governing private placement exemptions. The regulation permits small companies to raise capital without the need to register the securities with the SEC. However, other regulatory requirements still apply.
Form D is a document that companies must file with the SEC when they sell securities using an exemption under Regulation D.
SEC Rule 144 provides an exemption and permits the public resale of restricted securities if a number of conditions are met, including how long the securities are held, the way in which they are sold , and the amount that can be sold at anyone time.
Stock certificates are physical documents that represent a shareholder's ownership in a corporation. The corporation may be a public or private company. Stock certificates include information, including the number of shares owned, the date the stock certificate was issued, an identification number, sometimes a corporate seal, and an authorized signature which may be an electronic signature. Today, stock certificates are not always used by corporations. Stock ownership may be recorded electronically and maintained by the corporate secretary. The first stock certificates were issued in 1606 by the Dutch East India Company which was a public trading company.
A debenture is an unsecured debt instrument issued by a corporation that relies on the issuer's credit and reputation as opposed to collateral. Debentures are generally issued for ten year terms with interest payments made monthly. Debentures are a type of bond generally issued in $1,000 amounts. Debentures mayor may not be convertible into shares of the company.
A bond is generally a fixed-income security that pays a fixed rate of interest or coupon to its holders until a specified maturity date when the face amount is paid. Bond prices usually increase or decrease in price inversely with interest rates. When interest rates increase, bond prices normally fall, and when interest rates fall, bond prices normally increase. Bonds may be corporate bonds, municipal bonds, government agency bonds, or bonds issued by other levels of government such as the United States Treasury.
Investment Grade Securities
Investment grade securities refer to fixed income bonds with high ratings. This means BBB or higher by Standard & Poors and Fitch, or Baa3 or higher by Moody's. Many investors buy only AM to AA bonds. Below investment grade bonds are high yield bonds, sometimes referred to as junk bonds. These securities pay a far higher yield , but carry a higher risk of default.
Going Private
Going private is the process of converting a public company into a private entity. The method of conversion may include a management buyout, a private equity buyout, or a tender offer. The conversion to a private company is usually the result of determining that being a public company no longer offers significant financial benefits. The conversion removes the company from all SEC reporting requirements and from any listings on public stock exchanges.
Loan Stock
Loan stock refers to common or preferred stock that is used as collateral to secure a loan from a financial institution or other party. The loan can be based upon either a fixed or adjustable interest rate. Lenders usually maintain physical control of the stock until the loan is repaid.
Stock Split
A stock split is an action by the board of directors of a corporation that increases the number of shares by splitting the outstanding stock. This decreases the price per share while increasing liquidity. A stock split has no effect on the total market capitalization of the company or its value. Reverse splits are the opposite.
Par Value - Stocks and Bonds
Par value is the face value, nominal value, or original value of financial instruments such as stocks and bonds. The amount is established by the issuer, representing the amount to be paid for bonds at maturity or the minimum issuance price for stocks. It is not the same as market value which may differ greatly. For bonds, it is the basis for paying interest. For stocks, any amount paid over par at issuance is recorded as Paid in Capital.
No-par Value-Stocks
No-par value stocks are issued without a minimum or face value allowing the issuer to price shares based upon supply and demand. This provides issuers with flexibility and it simplifies accounting.
Regulation A
Regulation A is an exemption from registration for public offerings. Under Tier 1, offerings up to $20 million in a twelve month period and Tier Two, offerings up to $75 million in a twelve month period. Additional information is on the SEC website.
Regulation D
Regulation D provides several exemptions from SEC registration requirements under Rules 504 and 506. Additional information on how to qualify for these exemptions is on the SEC website.
Regulation Crowdfunding
Regulation Crowdfunding enables eligible companies to offer and sell securities through crowdfunding. The rules:
- Require all transactions under Regulation Crowdfunding to take place online through an SEC-registered intermediary, either a broker-dealer or a funding portal;
- Permit a company to raise a maximum aggregate amount of $5 million through crowdfunding offerings in a 12-month period;
- Limit the amount individual non-accredited investors can invest across all crowdfunding offerings in a 12-month period and;
- Require disclosure of information in filings with the Commission and to investors and the intermediary facilitating the offering.
Securities purchased in a crowdfunding transaction generally cannot be resold for one year. Regulation Crowd funding offerings are subject to "bad actor" disqualification provisions.
Blue Sky Laws
Blue Sky Laws are state laws that require registration of securities and prohibit fraud to protect investors from speculative schemes and fraudulent investment practices. Unlike federal laws which apply nationwide, blue sky laws are specific to each state, having different requirements. Some exemptions may apply.
Zero-Coupon Bond
A zero-coupon bond is a fixed-income security that pays no regular interest (coupons) and is issued at a deep discount to its face value. The investor earns a return from the capital appreciation at maturity. Zero-Coupon bonds are also called discount bonds and accrual bonds. Common uses include planning for future, fixed cost, long-term goals such as paying for college tuition or retirement. Zero-Coupon bonds are commonly used as part of the consideration paid in connection with business acquisitions. Investors buy the bond for less than its face value(e.g., $600) and receive the full amount (e.g., $1,000) when it matures usually 10 years later. The profit is the difference between the purchase price and the face value. Even without cash interest payments, investors must pay taxes on annual imputed interest. Zero-coupon bonds are highly sensitive to interest rate fluctuations and, are subject to inflation risk.
Bearer Bonds
Bearer bonds are no longer legal in the United States because it is difficult for the IRS and state income tax authorities to track who is responsible for taxes on the interest income generated. Bearer bonds are legal in most other countries. They are unregistered, physical debt securities owned by whoever holds them, allowing for complete anonymity. They pay interest via attached coupons that are physically submitted. They are highly susceptible to fraud, money laundering, theft, and loss.
Unregistered Securities - Stock
Direct Listings - Direct Public Offerings
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