Solution Manual for Investment Banks, Hedge Funds, and Private Equity, 3rd Edition

Name: Solution Manual for Investment Banks, Hedge Funds, and Private Equity, 3rd Edition
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Solution Manual for Investment Banks, Hedge Funds, and Private Equity, 3rd Edition is the perfect resource for breaking down challenging problems step by step.

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Questions & Answers:
Chapter 1 – Overview of Investment Banking
Q1. What were the two main arguments for rejoining investment banks and retail
deposit-taking banks that led to the passing of the Gramm-Leach-Bliley Act?
A. The first argument is that the rejoining of the two banking businesses provides
for a more stable and countercyclical business model for these banks. The
second argument is to allow US banks to better compete with international
counterparts that were less encumbered by the Glass–Steagall Act.
Q2. Describe the three principal businesses of an investment bank.
A. The investment banking division arranges financing for governments and
corporations as well as advises on M&A transactions. The sales and trading
division sells and trades securities and other financial assets as an intermediary
on behalf of institutional investing clients, and provides research to investing
clients. The asset management division is responsible for managing money for
individual and institutional investing clients.
Q3. Why might a universal bank be better able to compete against a pure-play
investment bank for M&A and other investment banking engagements?
A. Universal banks are better able to use their balance sheet to lend money to
corporations. Some companies prefer doing business with a bank that can both
provide loans and investment banking products like M&A.
Q4. Investment bank clients can be categorized into two broad groups of issuers and
investors. These two groups often have competing objectives (issue equity at highest
possible price vs. acquire stock in companies at lowest possible price). Who within
the investment bank is responsible for balancing these competing interests?
A. ECM bankers are the intermediaries between these two parties and are charged
with balancing the needs of each.
Q5. What is a key consideration in determining the cost and other parameters of a
corporate debt offering and why is it important?
A. Credit rating: impacts future cost of debt; also could trigger covenants in existing
debt. If lowered to below investment grade, certain institutional investors can no
longer invest in the company’s bonds or common stock.
Q6. Why might an investment bank place higher priority on sell-side M&A engagements
over buy-side engagements?
A. Completion-based fees: higher certainty of closing with sell-sides. In buy-sides,
client is up against other bidders and may not win the bid.
Q7. What is two key considerations for bankers in the debt capital markets division
when working with an issuer on an offering?

A. Determining the likely impact that a new debt offering will have on the issuer’s
credit ratings and investor reaction to a potential offering.
Q8. Define proprietary trading.
A. Using the bank’s own capital to make short-term, nonclient-related investments
in securities, commodities, and derivatives for the bank’s own account, which is
similar to the investment activity of hedge funds.
Q9. What conflicts might exist between a proprietary trading business and the rest of
the investment bank?
A. Proprietary trading competes with the bank’s hedge fund clients for trade
opportunities. In addition, weak compliance policies could lead to lapses in
confidentiality, which may result in trading on confidential information from
other parts of the bank.
Q10. What conflicts might exist as a result of having both an Asset Management business
and a Private Wealth Management business?
A. PW advisors may be encouraged to invest client assets in funds managed by the
AM division, even when it’s not in the best interest of the client.
Chapter 2 – Regulation of the Securities Industry
Q1. Following the 1929 Stock market crash, Congress passed a series of Acts to regulate
the securities industries. Name four of these Acts and briefly describe their purpose.
A. The four Acts are:
i. Securities Act of 1933 – mandated all securities to be properly
documented and disclosed to the investing public.
ii. Securities Act of 1934 – created the Securities and Exchange Commission
(SEC) to oversee the trading practices of the securities industry.
iii. Investment Company Act of 1940 –regulated investment companies such
as mutual funds. The Act mandated that open-end mutual funds could
not take on debt and closed-end funds had restrictions on their
leveraging capacity.
iv. Glass Steagall Act: separated deposit taking and loan making “commercial
banking” from underwriting “investment banking.”
Q2. A goal of many parts of U.S. regulatory legislation has been to eliminate/minimize
conflicts of interest between issuers, investment banks, and investors. Provide

examples of conflicts of interest in the U.S. investment banking industry and the
corresponding regulations that attempted to resolve those issues.
A. Sell-side research vs. banking division: global research settlement; spinning:
global research settlement; insider trading: ’34 Act; independence of outside
auditors: Sarbanes-Oxley; commercial banks vs. investment banks: Glass-
Steagall; bankers’ involvement in bankruptcies: Chandler Act; investment
bank/mutual fund cross holdings/mgmt: ICA 1940.
Q3. Disclosure of information to investors is another recurring theme in U.S. regulation
of the securities industry. Provide examples of disclosure required by U.S.
regulations.
A. Securities Act of 1933: investors must receive financial and other significant
information about a company offering securities for public sale; ’34 Act: periodic
reporting of information by companies with publicly traded securities; ICA 1940:
investment companies must disclose financial condition and investment policies
to investors; Sarbanes-Oxley: greater disclosure of off-balance sheet
transactions, disclosure and reconciliation of non-GAAP financial measures;
global research settlement: disclosure of potential conflicts of interest between
the research department and the investment banking department.
Q4. What is the role of states in the U.S. in regulating investment banks?
A. Only anti-fraud matters.
Q5. What type of U.S. securities offerings do not need to be registered with the SEC?
A. Private offerings to limited number of persons or institutions; offerings of limited
size; intrastate offerings; securities of municipal, state and federal governments
Q6. What is a “Red Herring”?
A. A “Red Herring” is a preliminary registration statement that has been filed with
the SEC and which carries a front-page statement (written with red ink) which
cautions prospective investors that the SEC has not approved the registration
and sales cannot be completed until a “final” registration statement is declared
effective by the SEC and is delivered to investors. Red Herrings are provided by
sales people to their prospective clients to educate, rather than to be used as a
final sales document.
Q7. Before an SEC registration statement is declared effective, companies (or their
underwriters) that sell stock or are deemed to be promoting the sale of stock have a
securities law problem. What is this problem called and what are its consequences?
A. Gun jumping. The company must withdraw the issuance until the SEC is satisfied
that no fraud or manipulation has occurred. The company may also be required
to pay a fine.

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Q8. What are the “Risk Factors” in a prospectus? Why are they important to the issuer
and to the investor?
A. Risk Factors are disclosures about potential problems the company may
encounter, including possible losses, unpredictable revenue, capacity
constraints, reliance on suppliers, technological change, competition, litigation
regulation, customer mix, etc.
i. Issuer: The issuer must list every reasonable risk in order to meet full
disclosure requirements of securities laws and to therefore have a
defense in case they are sued by shareholders if the company’s share
price drops.
ii. Investors: Investors should read these disclosures to ensure that they
understand all relevant risks before making decisions regarding purchase
of securities.
Q9. What is the significance of the Gramm-Leach-Bliley Act of 1999 in relation to the
securities industry?
A. The Gramm-Leach-Bliley Act, in essence, repealed the Glass Steagall Act of 1933
and allowed the creation of financial holding companies that could participate in
both commercial and investment banking, a practice formerly separated by the
Glass-Steagall Act. This act paved the way for conglomerate, multi-service
providers such as Citigroup and JP Morgan and permitted the convergence of
banking, insurance and securities businesses.
Q10. What are some securities regulations in place in the U.K., Japan and China that
mirror U.S. regulations?
A. Japan and China: Originally separated the functions of commercial and
investment banks (these changes happened within a much shorter time frame
for China). Later, like the U.S., those restrictions were eliminated. Also, various
Japanese laws requiring disclosure and internal controls in public companies
were similar to those in the U.S. The U.K. also has an SRO system like the U.S.
China instituted anti-fraud and insider trading rules in 2005 similar to those in
the U.S.
Q11. What are some major differences between the regulatory frameworks of the four
countries covered in this chapter?
A. One main difference is the U.S. has somewhat fragmented and decentralized
securities regulatory bodies, whereas in the other three countries, securities
regulation is centralized.
Q12. Compare the regulatory bodies of the four countries covered in this chapter.
A. The Financial Supervisory Agency in Japan, the Financial Services Authority in
U.K., and the China Securities Regulatory Commission are the sole financial

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regulators in those countries. In the U.S., the two main regulators are the Fed
and the SEC. In addition, entities such as the Commodity Futures Trading
Commission and the FDIC also have regulatory powers.
Q13. What does the Dodd-Frank Act of 2010 mainly focus on?
A. This Act mainly focused on protecting consumers, ending “too big to fail”
bailouts, improving coordination between various regulatory agencies,
identifying systemic risk early, creating greater transparency for complex
financial instruments and providing greater transparency for executive
compensation.
Chapter 3 – Financings
Q1. What type of securities offerings do not need to be registered with the SEC?
A. 144A private placements to QIBs
Q2. List the three types of bank participants in an underwriting syndicate and their core
responsibilities, in order of compensation received, from high to low.
A. Lead bookrunners; co-managers; selling group
Q3. W hat are league tables and why are league tables important in investment banking?
A. Record of underwriting volume and M&A advisory volume. They keep score on
which investment banks are completing the most and largest volume of
transactions, giving them a marketing advantage in soliciting new business.
Q4. Describe the function of the equity capital markets group, including the two major
divisions they directly work with and the two types of clients they indirectly work
with.
A. They are an intermediary between the trading division and the investment
banking division, providing information regarding the equity market, including
pricing, structure and timing advice to corporate issuers of equity and
convertible securities. Their indirect clients are corporations and, through equity
sales colleagues, institutional and high net worth investors.
Q5. Describe the unique process utilized by Google in its IPO, intended advantages and
potential disadvantages.
A. Google utilized a Dutch auction where the highest bid that allows a company to
sell all the shares it wants to sell is the price at which all shares are sold. A
complex software program was written to meet Google’s requirements for total
transparency and Google had the right to increase or decrease the shares
offered and the price range of acceptable share bids from investors.

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i. Advantages: obtain higher offering price; enable greater “retail” investor
participation; smaller first day gains; similarity to Google’s full business
model.
ii. Disadvantages: winners curse – pushing price too high, reducing demand
and dropping share price; poor participation by large institutional
investors; more volatile trading; disgruntled investment bankers. In
hindsight, Google’s Dutch auction actually resulted in minimal retail
participation since Google did not allow selling concessions to retail
brokers.
iii. In addition, with little input on pricing from institutional investors,
Google’s IPO was arguably underpriced as it experienced an 18% gain
during the first day of trading.
Q6. What is a shelf registration statement and what securities can be included in it?
A. An S-3 registration with the SEC that enables issuers to sell either debt, common
shares, preferred shares or warrants anytime during a 2-year period, without any
regulatory delays, as long as the issuer keeps its financial statements updated
(through 10-Qs) and material information is made available to the public.
Q7. Why might a younger high-tech company select equity over debt when raising
capital?
A. These companies tend to have a smaller asset base, less stable cash flows, and
greater needs for funding. An equity raise offers the company more financial
flexibility.
Q8. A BBB-/Baa3 rated company is looking at acquiring a smaller (but sizeable)
competitor. Discuss considerations the company should take into account when
deciding whether to fund the acquisition with new debt, equity, or convertible
securities.
A. The company needs to look at what debt will do to leverage ratios and whether
that would lead to a potential ratings downgrade. On the equities side, the
company needs to determine how much potential dilution there is to current
equity holders if the transaction is paid with stock (the analysis should take into
consideration potential synergies from the transaction). Convertibles should be
considered if the company wants a lower coupon bond financing (with dilution
risk) or (through a mandatory convertible) a potentially less dilutive equity
offering.
Q9. Suppose a company issues a $180 million convertible bond when its stock is trading
at $30. Assuming it is convertible into 5 million shares, what is the conversion
premium of the convertible?

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A. $180 million / 5 million shares = $36. $36 / $30 = 1.2 ➔ 20% conversion
premium
Q10. How many shares will be issued by a convertible issuer if conversion occurs for a
$200 million convertible with a conversion premium of 20%, which is issued when
the issuer’s stock price is $25? (show your calculation).
A. $25 x 1.20 = $30. $200,000,000 / $30 = 6,666,667 shares
Q11. Why did the SEC delay declaring Google’s IPO registration effective?
A. An interview with the CEO was published during the quiet period preceding
pricing of the company’s IPO.
Q12. Provide seven reasons that an investment bank might give to support their advice
that a private company should “go public”.
A. The seven reasons include:
i. Access to a vast, continuing source of capital
ii. Liquidity and non-cash compensation for employees (give employees
stock or options to incent existing employees and find new employees)
iii. Wealth creation – principals can sell their shares in a secondary offering
iv. Prestige
v. Create an acquisition currency
vi. Increase confidence in suppliers and creditors
vii. Liquidity for investors
Q13. List six characteristics of companies that are good targets for an equity issuance.
A. The characteristics include:
i. In favor sector, strong stock performance or supportive equity research
ii. Large insider holdings or small float/illiquid trading
iii. Overly leveraged capital structure
iv. Strategic event: finance an acquisition or large capital expenditure
v. Sum of the parts analysis indicates hidden value
vi. Need more investor focus based on a roadshow and additional research
Q14. How does a negotiated (best efforts) transaction differ from a “bought deal”?
A. In a negotiated transaction, the lead underwriter will “explore” the appropriate
price for a securities offering based on input from prospective investors,
resulting in the issuer taking price risk. In a bought deal, the lead underwriter
commits a firm price to the issuer, resulting in the underwriter taking all price
risk in relation to a resale to investors.
Q15. What are some methods used by investment banks to help equity issuers mitigate
price risk during the marketing process?
A. Accelerated offering, block trade, over the wall offering, green shoe option
Q16. Explain what a “green shoe” is.

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A. Green shoe is the industry term for a 15% overallotment option: the name came
from a company with this name that was the first user of this option.
Overallotments are created to provide price support for stock in a new offering:
the underwriter sells more shares in the offering than the issuer originally agrees
to sell, creating a “short” position.
Q17. When a company has agreed to a green shoe, who does the underwriter buy shares
from if the share price drops? Who do they buy shares from if the share price
increases?
A. If, after issuance, the share price drops, the underwriter can stabilize the price by
buying stock from investors to cover the short. If the share price increases, the
underwriter can buy up to 15% more shares at the offered price from the issuer
to cover the short, utilizing the green shoe option.
Q18. Calculate the investment bank’s fees and profit for a 5 million share equity offering
at $40/share, with a 15% green shoe option (fully exercised) assuming a 2% gross
spread, assuming the issuer’s share price decreases to $38/share after the offering.
A. Total fees and short profit of $3.5 million:
- Investment bank (IB) sells 5 million shares @ $40/share = $200 million in
proceeds.
- IB shorts 750,000 shares at $40/share = $30 million in proceeds.
- IB buys back 750,000 shares at $38/share and pays $28.5 million to cover its
short.
- $30 million - $28.5 million = $1.5 million in short-related profit.
- Fee of 2% on the $200 million issuance = $2 million
- Total fees and short profit of $3.5 million
Q19. What is the tradeoff for having a stabilizing green shoe option in a common equity
offering?
A. Additional dilution from the extra shares
Chapter 4 – M&A
Q1. Provide definitions for strategic buyers and financial buyers in a prospective M&A
transaction.
A. Strategic buyers are companies in the same industry as the target companies
that they attempt to acquire. The acquirer has a permanent investment horizon
in mind and identifiable synergies and strategic benefits. Financial buyers are
LBO funds (and occasionally hedge funds) that target companies to acquire
based on the use of leverage and cost cutting, as opposed to synergies, as the
vehicle to derive value from the investment. These buyers usually have a 20%
IRR objective and an exit strategy within three to seven years.

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Q2. Why have strategic buyers traditionally been able to out bid financial buyers in
auctions?
A. Strategic buyers are able to capture synergies that financial buyers cannot. Cost
synergies lead to lower expenses and margin expansion. Revenue synergies lead
to top line growth and usually, profit growth. Both of these increase future cash
flow projections which lead to higher valuations.
Q3. Why are revenue synergies typically given less weight than cost synergies when
evaluating the combination benefits of a transaction?
A. Revenue synergies are more difficult to estimate and capture. Requires a lot
more assumptions than cost synergies.
Q4. In the U.S., if an M&A transaction is relatively large within its industry, what is the
name of the regulatory filing that is probably necessary before the transaction can
be consummated? Which agency is it filed with? How long is the waiting period
after a filing is made? What is the name of the European regulator that may be
relevant in an M&A transaction?
A. Hart-Scott-Rodino (HSR) filing. This is filed with the Federal Trade Commission
(FTC), which is part of the Justice Department. There is a 30-day waiting period
following filing. The European Commission (EC) is the relevant European
regulator for M&A transactions.
Q5. Assume an acquiring company’s P/E is 15x and the target company’s P/E is 11x. Is
the acquirer more or less likely to use stock as the acquisition currency? Why?
A. Stock- accretive transaction. Stock at 15x is a more valuable currency.
Q6. What is a potential risk of trying to complete a stock-based acquisition during
periods of high market volatility?
A. If fixed exchange ratio deal, significant fluctuations in share prices could lead to
high variations in the final economic value of the deal; if floating exchange ratio
transaction, a down market could lead to more shares issued to pay for the
transaction, thereby diluting existing shareholders more.
Q7. Assume an investment bank has provided a fairness opinion on a proposed M&A
transaction. Does this mean the board should go ahead and approve the
transaction?
A. Maybe. The fairness opinion only states that the deal is “fair from a financial
point of view”. It does not review the deal on the merits of its strategic
rationale.
Q8. Why might a board want to include a “go-shop” provision in the merger/purchase
agreement?
A. It helps protect the board against shareholder lawsuits relating to Revlon Duties.
Q9. When is a break-up fee paid? What is the normal fee as a percent of equity value?

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A. A break-up fee is paid if an M&A transaction is not completed because a target
company walks away from the transaction after a merger or sale agreement is
signed. The fee is usually set at 2-4% of the target company’s equity value.
Q10. Under what circumstances would an investment bank hold a public auction in an
attempt to help sell a company?
A. When the company to be sold is unlikely to be damaged or disrupted by the
public process, and the investment bank expects difficulty in finding a buyer
without a public auction. This process is designed to obtain the highest offer.
Q11. List the four principal alternative methods for establishing value in an M&A
transaction.
A. Discounted cash flow analysis; publicly-traded comparable company analysis;
comparable transaction analysis; leveraged buyout analysis
Q12. Of the major valuation methods which one(s) are based on relative values? …on
intrinsic values? …on ability to pay?
A. Relative: comparable company/transaction; intrinsic: DCF; ability to pay: LBO
Q13. Suppose you are the sell-side advisor for a multinational household and personal
products manufacturer and marketer that sells primarily to the mass consumer
markets. The analyst on your deal team prepares the following comparable
companies analysis. Which, if any, of the companies in the list would you potentially
remove from the analysis?
A. P&G may be too big; Prestige may be too small; McBride only sells in Europe
(and may be too small)
Q14. Which valuation method tends to show the lowest valuation range? Why?
A. Comparable companies – no control premium. DCF w/no synergies can also be
low
Q15. Which of the following companies would make a better LBO target, and why? (a) a
diversified manufacturer of consumer snack products or (b) a manufacturer ofComparable Companies Analysis
$ in billions
Location Market Cap
Enterprise
Value (EV)
LTM
Revenue
LTM
EBITDA
LTM EBITDA
Margin
EV /
Revenue
EV /
EBITDA
Alberto Culver Co. U.S. $2.4 $2.3 $1.5 $0.2 11.2% 1.5x 13.1x
Beiersdorf AG Germany $15.9 $15.1 $8.0 $1.2 14.6% 1.9x 12.9x
Chattem Inc. U.S. $1.4 $1.7 $0.4 $0.1 29.4% 4.4x 15.1x
Church & Dwight Co. U.S. $3.9 $4.2 $2.1 $0.3 15.6% 2.0x 12.7x
Colgate-Palmolive Co. U.S. $42.8 $41.9 $13.4 $2.9 21.8% 3.1x 14.4x
Henkel KGaA Nvtg Prf Germany $21.6 $26.2 $19.3 $2.5 13.0% 1.4x 10.5x
McBride PLC U.K. $0.3 $0.9 $1.2 $0.1 8.7% 0.8x 9.2x
Prestige Brands Holdings Inc. U.S. $0.4 $1.0 $0.3 $0.1 31.5% 3.0x 9.6x
Procter & Gamble Co. U.S. $232.2 $268.1 $77.9 $18.9 24.3% 3.4x 14.2x
Reckitt Benckiser Group PLC U.K $38.1 $41.3 $10.3 $2.7 26.1% 4.0x 15.4x

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factory automation equipment for car makers, agricultural equipment and other
heavy machinery.
A. (a) – more stable cash flows; lower capital expenditures.
Chapter 5 – Trading
Q1. When might an investment bank decline participation in an underwriting and why?
A. When the perceived risks of participation outweigh the expected underwriting
fees. One possible risk is if the trader believes demand for new securities from
the issuer is lower than the contemplated issuance size. Alternatively, the
investment bank could have several potential underwriting commitments at
once, and needs to ration the regulatory capital that must be set aside. Finally,
the firm could decline because of reputational concerns or problems found
during due diligence.
Q2. How do professionals in sales, trading and research work together?
A. Research provides investment ideas to sales, who contacts the bank’s investing
clients with specific trade ideas based on research’s recommendations. Should
the client decide to go ahead with the trade, sales works with traders to execute
the trade.
Q3. Describe what Prime Brokerage is, including four principal products in this area and
the generic name of the financial institutions that are targeted for this business.
A. Prime Brokerage is a Trading Division business area that focuses on hedge funds
and provides the following products: lending and clearing securities; margin
loans; securities trading; securities processing and clearing; global securities
custody and trust services; cash management and asset administration.
Q4. Explain traders’ market-making function.
A. The trader provides bid and offer prices to the bank’s investing clients that want
to sell or buy a specific security that the bank covers. This provides clients with
dependable liquidity on those stocks covered by the bank (could be securities
underwritten by the bank or just those the bank elected to cover).
Q5. Why would a prospective issuer prefer to hire as underwriter an investment bank
that has traders already active in its security?
A. By already being active in a security, the bank may have a better understanding
of who the potential investors are and may have already developed a
relationship with those investors. As a result, the bank may be able to better
gauge overall market sentiment and demand for the new issuance.
Q6. FICC is one of the main Divisions in an Investment Bank. What does FICC stand for?
Other than during 2007 and 2008, how does this division typically rank from a
profitability point of view, compared to other Divisions? What happened during

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these two years and which part of the FICC Division was most responsible for this
outcome?
A. Fixed Income, Currencies and Commodities. FICC is typically the most profitable
Division. However, during 2007 and 2008, there were huge losses in this Division
from significant investments and underwriting in subprime mortgage securities
and, to a lesser extent, from bridge loans and off-balance sheet liabilities
associated with SIVs.
Q7. Why might a high short interest ratio be potentially misleading with respect to the
opinions of market participants regarding a particular stock?
A. A large portion of the short interest reported for some companies is due to
hedge funds taking short positions in order to hedge share price risk on shares
that underlie the convertible securities they hold. This short interest does not
convey a bullish view on the stock since it relates to hedging the convertible.
Q8. An investor lends 10,000 shares of ABC for two months when the stock is at $50 and
requires 102% cash collateral. The market interest on cash collateral is 4.0%. The
rebate rate on ABC shares is 2.5%. Calculate the combined profit for the stock
lender and investment bank.
A. 10,000 x $50 x 102% = $510,000 cash collateral. $510,000 x (4% / 6) = $3,400 ➔
market interest. $510,000 x (2.5% / 6) = $2,125 ➔ rebate amount. $3,400 -
$2,125 = $1,275.
Q9. What risks do investors take on when buying on margin?
A. If the value of the investor’s collateral drops, the investor must deposit
additional cash, or other collateral. In the case of a precipitous drop in the value
of the collateral, investors may be forced to liquidate assets at below market
value prices in order to meet the margin calls of investment banks.
Q10. How were senior tranches of a CDO able to obtain investment grade credit ratings
when some of the underlying assets were non-investment grade?
A. Rating agencies, issuers and investors believed that risk can be decreased
through the diversification of the assets underlying the CDO and that by slicing
the CDO into tranches, the risk of a pool of assets is stratified. The most senior
tranche is able to receive investment grade rating because the lower tranches
absorb the initial losses.
Q11. A domestic airline based in the U.S. has placed a large $10 billion order for new
airplanes with French aircraft manufacturer Airbus. Delivery is scheduled in four
years. Payments are staggered based on a percentage of completion rate. The U.S.
airline believes the Euro will appreciate against the Dollar during this time frame.
How can the U.S. airline hedge currency risk related to this purchase with an
investment bank?

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