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William Hall
William Hall

Banks To Buy Stock In

How do you buy IPO stock? First, understand the process: When a company goes public and issues stock, it wants to raise capital and make shares available to the public to purchase. The IPO is underwritten by an investment bank, broker-dealer or a group of investment banks and broker-dealers. They purchase the shares from the company and then sell and distribute the shares at the IPO to investors. Until the IPO happens, the company remains private.

banks to buy stock in

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The reality is your broker perceives individual investors as unattractive targets for IPOs. Instead, management, employees, friends and families of the company going public may be offered the chance to buy shares at the IPO price in addition to investment banks, hedge funds and institutions. High-net-worth clients may be rewarded with IPO shares from time to time as well.

To get some insight into how the company works and how the stock is valued, investors can look at the massive registration document required by the Securities and Exchange Commission for all new securities.

Regulation U sets out certain requirements for lenders, other than securities brokers and dealers, who extend credit secured by margin stock. Margin stock includes any equity security registered on a national securities exchange, such as the New York Stock Exchange or the American Stock Exchange; any over-the-counter (OTC) security trading in the Nasdaq Stock Market's National Market; any debt security convertible into a margin stock; and most mutual funds. The regulation covers entities that are not brokers or dealers, including commercial banks, savings and loan associations, federal savings banks, credit unions, production credit associations, insurance companies, and companies that have employee stock option plans.

Regulation U has covered securities credit extended by commercial banks since 1936. Two significant events occurred in 1968 and 1998. First, in 1968 the Federal Reserve Board adopted Regulation G to cover securities credit extended by lenders other than banks, brokers, and dealers. Regulation G was merged into Regulation U in 1998. Second, in 1968 the Board received the authority to publish a list of OTC stocks that were subject to Regulation U to the same extent as exchange-traded stocks. In 1998, the Board ceased publication of its OTC list in favor of reliance on the listing standards for the Nasdaq Stock Market's National Market.

Section 221.1 Authority, purpose, and scopeStates that the regulation imposes credit restrictions on persons, other than brokers or dealers, that extend credit for the purpose of buying or carrying margin stock if the credit is secured directly or indirectly by that stock or any other margin stock.

Margin stock is any equity security trading on a national securities exchange; any OTC security trading in the Nasdaq Stock Market's National Market; any debt security convertible into a margin stock or carrying a warrant or right to subscribe to or purchase a margin stock; any warrant or right to subscribe to or purchase a margin stock; or any security issued by an investment company registered under section 8 of the Investment Company Act of 1940 (with certain exceptions).

Indirectly secured includes any arrangement with a customer under which (1) the customer's right or ability to sell, pledge, or otherwise dispose of margin stock owned by the customer is in any way restricted while the credit remains outstanding or (2) the exercise of such right is or may be cause for accelerating the maturity of the credit.

Maximum loan value is the percentage of current market value assigned by the Board under section 221.7 (the supplement) to specified types of collateral. The maximum loan value of margin stock is stated as a percentage of its current market value and has been set at 50 percent since 1974. Options, including puts, calls, and combinations thereof, have no loan value, unless they are publicly traded. Publicly traded options qualify as margin stock. All other collateral has good faith loan value.

Section 221.3 General requirementsStates that no lender shall extend any purpose credit, secured directly or indirectly by margin stock, in an amount that exceeds the maximum loan value of the collateral securing the credit. However, a lender may continue to maintain any credit initially extended in compliance with the regulation regardless of a reduction in the customer's equity resulting from a change in market price or a change in the status of the security securing an existing purpose credit. In addition, no lender may arrange for the extension of any purpose credit, except upon the same terms and conditions under which the lender itself may extend purpose credit.

A commercial bank is always subject to Regulation U when it extends credit secured by margin stock. A nonbank lender becomes subject when it meets one of two threshold tests for the amount of margin-stock-secured credit extended or outstanding--specifically, if $200,000 or more in such credit was extended in the most recent calendar quarter; or if at any time in the most recent quarter the amount of margin-stock-secured credit outstanding was $500,000 or more.

Section 221.4 Employee stock option, purchase, and ownership plansStates that a company or its affiliate (known as a plan-lender) may extend credit without regard to the margin requirements to its employees to purchase company stock under an eligible employee stock option, purchase, or ownership plan. In addition, any nonbank lender may extend purpose credit to an employee stock ownership plan (ESOP) qualified under section 401 of the Internal Revenue Code without regard to the margin requirements of Regulation U. A similar exemption for bank loans to ESOPs is found in section 221.6.

Section 221.7 Supplement: Maximum loan value of margin stock and other collateralStates that the maximum loan value of any margin stock is 50 percent of its current market value. The maximum loan value of nonmargin stock and all other collateral except options is its good faith loan value. An option has no loan value unless it is traded on an exchange, in which case it qualifies as margin stock.

What are the requirements of Regulation U for a nonpurpose loan?If the loan is secured directly or indirectly by margin stock, form G-3 or form U-1 must be completed as described above. If the loan is not secured directly or indirectly by margin stock, no form need be completed. Regulation U places no restriction on the amount of credit that may be extended on nonpurpose loans secured by margin stock.

What is a plan-lender?A plan-lender is a corporation, other than a commercial bank, that extends credit to its employees, under an employee stock option plan approved by the shareholders, to purchase stock of that corporation, its subsidiaries, or its affiliates. Loans extended under such a plan may be for any amount up to 100 percent of the current market value of the stock. A G-3 purpose statement is not required for these loans, but a plan-lender must still comply with the registration requirements and file annual reports.

Does Regulation U contain any special rules for employee stock ownership plans (ESOPs)?ESOPs qualified under section 401 of the Internal Revenue Code are entitled to exempt credit. A lender may extend purpose credit to an ESOP without regard to the margin requirements of Regulation U. If the lender is a nonbank lender, it must still comply with the registration requirements and file annual reports.

When is a nonbank lender eligible to deregister?A registered nonbank lender may deregister if, during the preceding six calendar months, no more than $200,000 of credit secured by margin stock is outstanding.

What is the effect of deregistering?If a nonbank lender is eligible to deregister and does so by filing a form G-2, the lender ceases to be subject to the requirements of Regulation U when the deregistration is approved by the Federal Reserve Board. Of course, if the lender extends margin-stock-secured credit above the threshold amount, it would again have to register with the Federal Reserve. A nonbank lender may choose to remain registered with the Federal Reserve even though it is eligible to deregister.

In summary, a better practice for the bank insider under these circumstances is to first inform the Board of the opportunity to acquire shares of the bank. The Board can then address the matter and determine whether the bank should buy the stock under a right of first refusal, if it has one, or because it is interested as a matter of policy in repurchasing stock of the bank for the benefit of all shareholders. If the Board decides not to repurchase the stock it may then elect to approve the purchase of the stock by the bank insider.

Market swings can put your hard-earned savings at risk. One way to reduce portfolio volatility is by diversifying+ in both asset classes, because bonds and stocks may perform differently under similar market conditions. Get in touch with a Fifth Third Securities Financial Professional to find out if investing in these assets is right for you.

++ Stocks tend to be more volatile than many other types of investments, but generally have provided greater return potential. Bonds are less volatile than stocks, but are impacted by changes in interest rates. Cash equivalents offer low risk and low return potential. There are risks associated with investing in small and mid cap stocks, which tend to be more volatile and less liquid than the stocks of large companies, including the risk of price fluctuations. International investing is subject to certain factors such as currency exchange-rate volatility, possible political, social or economic instability, foreign taxation, and differences in auditing and other financial standards that can involve increased risk and share-price volatility. 041b061a72