Yatırım bankacılığı ve Türkiye`de uygulaması

Abstract

ÖZET Yatırımı Bankaları sermaye piyasasında faaliyet göstermek, sermaye piyasası araçları kullanılarak sağlanan kaynaklarla yatırım yapmak, işletmelerin etkin bir yönetime ve sağlıklı mali yapıya kavuşmaları amacıyla devir ve birleşme konuları dahil danışmanlık hizmetleri vermek, mevduat kabulü hariç bankacılık hizmetleri yapmak üzere kurulurlar. Yatırım Bankacılığı grubunun faaliyetleri, ana hatlarıyla araştırma, yurtdışı pazarlama ve kurumsal finansman departmanları aracılığıyla gerçekleştirilmektedir. Araştırma departmanı yurtiçi ve yurtdışı yatırımcılara yönelik raporlar, yorumlar yapmaktadır. Yurtdışı pazarlama departmanı ise, Türkiye para ve sermaye piyasalarının uluslararası piyasalarda tanıtım ve pazarlanması, yurtdışı kurumsal ve bireysel yatırımcıların borsa'daki alım satım ve saklama hizmetlerini sağlamaktadır. Bu işlemler yatırım bankası işlem hacminin ortalama %45-50'si civarındadır. Kurumsal finans departmanı ise müşterilerine danışmanlık, yeniden yapılanma, sermaye artırımı, özelleştirme, proje finansmanı, şirket satın alma ve birleşmeleri ile halka arz işlemlerine aracılık hizmeti vermektedir. Bugünkü mevzuata göre ticaret bankalarıyla kalkınma ve yatırım bankaları arasındaki tek fark mevduat kabul etmemeleridir. Kalkınma bankalarından ayrıldıkları nokta da, kalkınma bankalarının iş sektörüne vadeli kredi vermesine karşılık yatırım bankaları işletmelere doğrudan doğruya kredi vermemekte onların hisse senedi yada tahvil ihracı yolu ile sermaye piyasasından uzun vadeli kaynak sağlamalarına aracılık etmektedir. Vİİ

SUMMARY INVESTMENT BANKING & IT'S OPERATIONS IN TURKEY Financial markets are increasingly becoming integrated rather than remaining segmented as they were before. This means that investment banks which operate principally in financial markets in one country are operating increasingly in markets in other countries. By doing so, the valuation bases used in security markets worldwide are likely to become more uniform. The role of analysts, traders and salesmen in financial markets is therefore becomes to uncover market inefficiencies. In primary markets funds flow between investors and borrowers. In the secondary markets transactions occur among one investor and another, mostly within a single country but increasingly between countries. Investment banks main purpose is to bring users of capital which are seeking financial efficiency for issuers and investors. Investment banks can energize corporations in order to grow and enrich their shareholders invested capital. The golden era of investment banking began after the American Civil War. Following the war, America began to build a railroad system connecting the country together. With the rapid industrialization of America, companies began to sell new securities publicly, and outstanding securities were traded on organized exchanges. The excessive demand for financial services led to the growth of powerful investment banking firms. Investment Banks began getting money from services such as underwriting, financial consulting, trading security, private placement, merger and acquisition activities and so on. The idea of investment banking is sometimes misleading, because the similarities involved have little to do with commercial banking. The Glass-Steagall Act of 1933 in USA separated the role of investment banking and commercial banking in the industry. The act does not allow commercial banks of security activities, such as underwriting and trading in the US. government securities. Besides in the area of public securities, investment banks and commercial banks viiihave come into a competitive conflict. The commercial banks learned that their largest profitable customers were increasingly from loans, and directly from credit market transactions such as commercial paper. As a result, large commercial banks in the US. want to break down barriers to investment banking established by Glass-Steagall. The traditional activities associated with an investment bank are the flotation of new securities issues (debt and equity) for corporate and other customers, the provision of liquidity to buyers and sellers of existing securities by participation in secondary markets either as a broker or as a dealer. In addition, the majority of investment banks would provide corporate services of which merger and acquisition (M&A) advice would be the most important part that they focus on. Besides investment banks have mostly added products in order to profit from meeting new needs and supplying new customers. In particular, they have moved to meet the needs of multinational manufacturing companies requiring finance in all major currencies. Investment banks which participates in initial public offering can be classified into two category, Originating banks and Distribution banks. Originating banks are the major players in the development of security markets. Distribution banks come together in syndication under the guidance of an originating bank to guarantee and sell the securities of an issuer. Brokerage involves bringing together buyers and sellers facilitating trades through maintaining a marketplace and assuring that the trade is complete. The investment banking structure is best known by its ability to underwrite and distribute common stock and new corporate, government debt issues, private placements, providing funds management's and real estate investment advice and act as brokers and advisers in the merger and acquisition business. Many of investment banks provide brokerage services to both institutional and retail clients. They usually participate in most financial markets, including money and capital markets, spot and futures markets, foreign exchange markets and secondary markets. In chapter 3, the primary services of investment banks were explained. One of the basic services offered by an investment banking firm is to bring new securities to the financial market. The problem of investment bankers face with in primary issue process is determining the price of issue as it has never been traded before. The prices of the securities are very important because they affect the firms cost of capital. So investment banks can arrange a private placement for the sale of securities in the case of security of public IXsale is not feasible. The private placement is a method of issuing securities in which the issuer sells the securities directly to the ultimate investors. The bank's role is to bring the buyer and seller together and to determine a fair price for securities and to make the transaction. The investment banker earns fee and the firm choose private placement or public sale according to the method of sale that offers the lowest borrowing cost. The merger & acquisition activity is handled by a specialized department with highly trained personnel. The aim for the most mergers is to increase the value of combined firms. Investment banks provide some services in M&A such as; they help arranging mergers, they aid firms targeted for mergers, they help determining the value of target firm. Financial consulting services makes to assist clients in financial planning, determining a firm's optimal financial structure and providing feasibility studies for projects. Investment banks that engage primarily in the origination and purchase of new issues of securities are called wholesalers or underwriters. The wholesalers purchase the new securities and market them through retail groups of brokerage firms that sell the security to client buyers. In most cases, the investment banker will contract to buy securities from the corporations and sell them to other security dealers, institutional investors and individuals. By making a firm commitment to purchase the securities from the company the investment banker is said to underwrite any risk that might be associated with a new issue. When an investment banking firm agrees to distribute a new issue, it may make either a `firm commitment` to purchase all of the issue outright, `a stand-by commitment` to attempt to purchase part of an issue, or a `best-efforts commitment` to attempt to sell as much of the issue as it possibly can. Most issues are executed with a firm commitment agreement which requires that the investment banking firm put up its own capital and borrow the remainder to buy the issue outright from the originating corporation or municipality. The `best efforts` commitment accounts for a relatively small portion of total offerings. Most of the time, the amount of securities that a firm must sell is too large for a single underwriting firm to distribute by itself. The single firm will then form a temporary partnership with other investment banking firms which is called syndicate. The syndicate then attempts to immediately distribute the issue to potential customers in small units at a set price that is slightly higher than the price paid for the issue. While the selling group handles the actual sales, the underwriters accept the risk of the issue at being sold or selling at a price below the investment xbanker's purchase price. The spread between the investment banker's buying price and selling price determines the gross profit from which expenses must be subtracted. The spread represents the total compensation for those who participate in the distribution process. The size of the spread decreases with the magnitude of the issue and the size and financial strength of the issuing firm. In chapter 4, the operations of investment banks in Turkey was examined. Development banking period and the investment banking period was looked at in a detailed way. Consequently the relations of these banks with commercial and development banks were compared. As the market share of investment banks is nearly %3 out of all banking sector in Turkey, restrictions will make unwillingness of bringing new motivation to the market by these institutions. A detailed idea was given about what does investment banks do in our banking system. It will be definitely helpful to determine the type of market and its operations in Turkey. The investment banking history in Turkey was examined into two period. The first one takes a long period (1950- 1990) which defines the purpose and early functions of investment banking. Second part gives where investment banking has gone since 1990 and where will it be in the future. According to the legislation which is so related with the investment banks also is, SPK' s decision about banks which has operations in Turkish Capital Markets should transfer its authority to a new brokerage houses or should buy-out an existing one. So investment banks which takes place in underwriting of new initial offering and other transactions delegated their authority to their new brokerage houses. This legislation made the investment banks to seperate their capital markets branch from their main organisation. According to the Turkish Banks Law, the organization of investment banks are; work in capital markets, make investments by the sources which were gained from capital market instruments, give consultancy, merger & acquisition service for the corporations in order to make their financial structure better and work efficient. Also investment banks doesn't have deposit accounts according to our banking system. The challenge for investment banks in these days is to reduce cost levels and on the other hand to maintain the revenues by continuing to find undiscovered market inefficiencies. Most of the regulatory barriers now xiseparating tomorrow' s competitors in the financial services industry which are likely to be eliminated. This will come increased business opportunities for those who are quick to recognize them and who know how to compete with it. As these regulatory barriers fade, there will be increased relations and cooperative efforts between depository institutions, insurance companies and securities industry. Xll