Institutional Finance

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1 Institutinal Finance Lecture 08 : Liquidity, Limits t Arbitrage Intr (Merger Arbitrage) Markus K. Brunnermeier Preceptr: Dng Bem Chi Princetn University 1

2 Cnvergence trades (pairs trading), statistical arb Equity: value, B/M, P/E, size, mmentum, merger, carve uts Fixed incme: swap spread, yield curve, mrtgage, distressed FX: carry trade (uncvered interest parity), devaluatin Derivative: index ptins, crrelatin trade Acrss markets: index arb, cvertible bnd arb, capital structure, CDS basis

3 Returns are generated by islating and bearing deal risk Risky applicatin f the Law f One Price Cnditinal n deal success, there is a perfect substitute If the deal fails, there is n pprtunity

4 Cash merger Buy target and wait Fixed-exchange rati stck Buy target Shrt acquirer immediately Flating-exchange rati stck Buy target Shrt acquirer during pricing perid (nt immediately) Cllar stck merger Buy target Delta hedge acquirer stck

5 Prmised Payff Prmised Payff = $65 Payff is independent f acquirer stck price Buy target D nt take a psitin in the acquirer Prmised Payff as a Functin f Acquirer Stck Price Acquirer Stck Price

6 Prmised Payff Prmised Payff = 1.25 shares x P Acquirer Buy 1 share f target Shrt sell 1.25 acquirer shares Prmised Payff as a Functin f Acquirer Stck Price Acquirer Stck Price

7 Prmised Payff Prmised Payff Prmised Payff = $50 wrth f acquirer shares, based n average price ver a pricing perid Initially, just like a cash deal After pricing perid, just like a fixed-exchange rati deal Buy target N initial psitin in acquirer Shrt sell acquirer during the pricing perid Prmised Payff as a Functin f Acquirer Stck Price Acquirer Stck Price Prmised Payff as a Functin f Acquirer Stck Price Acquirer Stck Price

8 Prmised Payff Prmised Payff P Acquirer < $90.74: 1 target = 2.15 acquirer $90.74 < P Acquirer < $136.14: 1 target = $ P Acquirer > $136.14: 1 target = acquirer Prmised Payff as a Functin f Acquirer Stck Price Acquirer Stck Price Hedge risk with put and call if they are traded therwise -hedge

9

10 Managers tell yu the strategy cmes dwn t figuring ut which deals are ging t blw-up Ask them the fllwing: Hw many deals are ut there? Hw many are in yur prtfli? What is yur maximum weight?

11 Managers tell yu the strategy cmes dwn t figuring ut which deals are ging t blw-up Ask them the fllwing: Hw many deals are ut there? 50 Hw many are in yur prtfli? What is yur maximum weight?

12 Managers tell yu the strategy cmes dwn t figuring ut which deals are ging t blw-up Ask them the fllwing: Hw many deals are ut there? 50 Hw many are in yur prtfli? 50 What is yur maximum weight?

13 Managers tell yu the strategy cmes dwn t figuring ut which deals are ging t blw-up Ask them the fllwing: Hw many deals are ut there? 50 Hw many are in yur prtfli? 50 What is yur maximum weight? Abut 2%

14 Arbitrage Spread (%) Deals with big spreads! Market distinguishes gd and bad deals, ex ante Abut 10% f all deals fail Hstile deals are mre likely t fail Median Arbitrage Spread Failed Deals Successful Deals Number f Trading Days Until Reslutin Surce: M itchell and Pulvin, 2001, Jurnal f Finance.

15 YEAR JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD RF Excess % 1.2% 2.0% 1.4% -0.1% 0.8% 0.8% 0.7% 8.4% 4.5% 3.9% % 0.7% 0.1% -1.4% 1.6% 1.1% 1.1% 0.7% 0.6% -1.6% 1.3% 1.8% 6.3% 2.9% 3.4% % 0.6% 0.1% -0.9% -0.1% 0.3% -1.0% 0.2% 0.6% 0.5% 1.6% 1.1% 4.1% 1.2% 2.8% % 0.0% -0.1% 1.3% 1.8% 0.4% 0.7% 0.7% 0.6% 0.7% 0.3% 0.7% 7.5% 1.4% 6.1% % -0.4% 0.6% 0.0% -0.3% -1.2% -1.9% 0.5% -0.4% 0.4% 0.6% 0.5% -0.9% 2.2% -3.0% % 0.4% -0.8% 0.2% 1.7% -0.8% 0.9% 0.9% -2.7% 0.8% 0.2% 0.8% 2.8% 4.8% -2.1% % 1.9% 0.8% 2.5% 1.5% 1.6% 1.2% 1.3% 1.4% 0.5% 1.2% 1.2% 18.0% 6.1% 11.9% % 0.3% 1.1% 1.3% 2.0% 1.6% 1.4% 0.5% 1.3% 0.7% 2.2% 0.5% 14.3% 4.5% 9.8% % 1.9% 1.1% 1.6% -0.6% 0.5% -0.6% -5.7% 1.7% 2.1% 2.3% 1.9% 7.2% 5.2% 2.0% % 0.4% 1.1% -0.7% 1.9% 2.1% 1.6% 1.0% 2.1% 0.8% 2.0% 1.9% 16.4% 5.6% 10.8% % 1.3% 1.5% 1.6% 1.5% 0.8% 0.8% 1.6% 0.8% 1.2% 1.4% 1.4% 16.6% 5.1% 11.5% % 1.5% 1.5% 0.4% 1.3% 2.5% 1.4% 1.4% 1.6% 0.9% 2.1% 1.3% 17.9% 7.1% 10.8% % -0.4% 1.4% -0.3% 1.2% 0.9% 0.7% 2.0% 0.6% -0.3% -0.2% 1.5% 8.9% 3.5% 5.3% % 1.6% 0.5% 1.3% 1.2% 2.3% 1.5% 1.7% 1.9% 2.1% 0.9% 1.7% 20.2% 3.5% 16.7% % 1.0% 1.3% 0.1% 0.0% 0.3% 1.5% 0.1% 1.3% 0.4% -2.2% 1.9% 7.9% 4.2% 3.8% % 1.6% 2.3% 2.8% 1.6% 1.1% 1.4% 0.6% 1.1% 1.4% 1.4% 1.2% 17.9% 6.6% 11.2% % 1.7% 2.9% 1.0% 2.3% 0.7% 0.0% -0.8% -4.6% 0.7% 2.2% 1.2% 0.4% 7.9% -7.5% Mean 10.2% 4.5% 5.7% Std 6.8% 1.9% 6.3% Surce: Hedge Fund Research Inc HFR Inc. - Sharpe 0.91

16 Frequency Value Weighted Average Return Histgram % -8% -6% -4% -2% 0% 2% 4% 6% 8% 10% Mnthly Return

17 2 Types f Shcks Bidding cntests are great news Higher than expected payffs fr target shares Tend t be idisyncratic Recently, few f these Failures are bad news Very negative returns n failed deals Tend t be crrelated with the market (and each ther) Recently, lts f these

18 If deal risk is idisyncratic Rf is apprpriate rate t cmpensate fr time If deal risk is systematic Additinal cmpensatin is required

19 Merger Arbitrage Excess Return Merger arbitrage returns are largely uncrrelated with the market in neutral and bull markets. Hwever, crrelatins increase significantly in bear markets Merger Arbitrage Returns Piecew ise-linear Regressin 4% 2% 0% -30% -20% -10% -2% 0% 10% 20% -4% -6% -8% Market Excess Return Surce: Mitchell and Pulvin, 2001, Jurnal f Finance.

20 Beta is different in up and dwn markets Cannt use standard methds t evaluate risk arbitrage perfrmance Linear asset pricing mdels d nt apply Alpha may nt reflect excess return Risk Arbitrage is like selling ut-f-the-mney index put ptins

21 Simple, entry-level strategy Capital tends t chase perfrmance Lts f mney flwed int strategy ver the past 5 years Recent returns have been mdest

22 Simple, entry-level strategy Capital tends t chase perfrmance Lts f mney flwed int strategy ver the past 5 years Recent returns have been mdest But, prviding a service Offering liquidity t target sharehlders

23 Carve Out: A situatin in which a parent cmpany sells part f its subsidiary, usually in an IPO. Usually, the parent cmpany will eventually sell the rest f the child cmpany in the pen market, als called partial spinff. Negative Stub Value: Parent s wnership stake f subsidiary exceeds parents market cap. V Stub = MV Equity MV Stake (MV Other Assets MV Liabilities )

24 Managing a prtfli f individual merger arbitrage psitins Leverage Determining the weight fr a newly annunced deal Value f financial slack Deciding whether t pursue ther nn-merger arbitrage pprtunities

25 $ N cnstraints Initial Margin (50%) Reg. T 50 % Can t add t yur psitin; Nt received a margin call. Maintenance Margin (35%) NYSE/NASD 25% lng 30% shrt Fixed amunt f time t get t a specified pint abve the maintenance level befre yur psitin is liquidated. Failure t return t the initial margin requirements within the specified perid f time results in frced liquidatin. Minimum Margin (25%) Psitin is always immediately liquidated

26 Hld well diversified prtfli (dn t put all yur mney n ne deal)

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