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Corporate Finance

v3.0 Stan Eakins and William McNally

1.3 Primary and Secondary Markets

Primary Markets

We divide the capital markets into two notional submarkets: the primary and secondary markets. The is the market for the first issuance of a security. The trades securities after their initial issuance. Secondary markets are much larger than primary markets.

Primary markets are for securities offered for sale for the first time. A primary market transaction is one in which there is an initial sale of a security by a firm or government and the issuer receives the funds raised by the sale. The primary market is intermediated by . The banks (alone or in groups) buy the new securities from the issuer and sell them to individual investors and funds. The banks profit from the spread between the buy and sell prices. Secondary markets are for securities traded after their initial sale. For example, in September of 2019, Peloton Interactive Inc., the U.S. fitness equipment company, sold over $1.16 billion in stock in an. This was a primary market transaction because Peloton received the proceeds of the sale. A secondary market transaction occurs if those same shares are resold today because Peloton would not receive any of the funds from this sale.

Explain It

One of the most widely publicized capital market transactions is the initial public offering (IPO). An IPO occurs when securities are offered by a firm that has never previously issued any securities to the public. The reason these transactions receive so much attention is because they sometimes result in large gains for the buyers of these securities. For example, Beyond Meat Inc. (BYND) went public (issued stock to the public for the first time) on May 1, 2019 at a price of $25 per share. By the end of the first day of trading, its price had risen 163%. Similarly, GoPro Inc. went public on June 26, 2014, at a price of $24. On the first day of trading it rose by 30%. By September 30, 2014, it had risen by 190%. There is no guarantee, however, that the price will rise after issue. Uber Technologies Inc. went public on May 9, 2019, at a price of $45. By the end of the trading day the price closed down 7.6%, and by the end of the year the stock was trading at $28 per share. Investors who participated in the new issue had lost close to half of their investment. Despite the hype surrounding IPOs, on average, an investment in an IPO underperforms investments in similar firms by 17%. This well-documented fact is exacerbated when the issuing firm is smaller. Another factor regarding IPOs is that your ability to buy shares depends on whether your broker chooses to sell shares to you. The better the prospects for the IPO, the less likely it is that a small investor will be able to buy any shares. Instead, these shares go to the broker's largest investors.

To understand the size of the primary markets, Figure 1.9 shows the dollar value of issuance of new securities in the U.S. capital markets.

Figure 1.9 Issuance of Securities

Bar chart showing the following value of new issues from 2015 to 2022: equity, corporate debt, mortgages, and government bonds. The largest issuer is the government, followed by mortgages, corp debt, and then equity.

First note the scale on the y-axis. In 2022 (the bar on the far right), almost $9 trillion of capital was raised in the U.S. capital markets. To benchmark that value, consider that the GDP of the United States in 2022 was about $24.5 trillion. By far the largest issuer of securities was governments (Federal agencies, states, and municipalities). Note that corporations typically constitute about 20% of the capital markets and that equity is a substantially smaller source of capital than debt.

Next, let’s look at equity markets in more detail. Figure 1.10 shows common equity issuance by corporations.

Figure 1.10 Common Equity Issuance

Bar chart showing new issues of common equity (all IPOs, and follows-ons) by corporations from 2015–2022. The year 2021 had the highest issuance at just under $350 billion, and 2022 had the lowest, at around $88 billion.

Long Description

The y-axis shows the dollar amount of common equity issued in billions, and the x-axis shows the years (2015-2022). In 2015, there was just above $200 billion issued; in 2016 it was around $175 billion; in 2017 and 2019 it was just under $200 billion; in 2018 it was $200 billion; in 2020 it was just under $350 billion; in 2021 (the highest) it was around $375 billion; and in 2022 (the lowest), it was around $88 billion. In all years, the proportion of all IPOs is much smaller than follows-ons—for example, in 2020, of the close to $350 billion issued, all IPOs equaled $75 billion and follows-ons equaled $275 billion.

The first thing to notice is how small equity issuance is relative to total issuance in U.S. capital markets. In 2022, there was only $88 billion of common equity issued but total issuance was over U.S. $8.9 trillion. Figure 1.10 divides common equity issuance into two parts: (1) IPOs and (2) follow-ons. Follow-ons are all subsequent issuances by companies after their IPO. Note how small IPOs are as a proportion of new equity issuances. To give you a sense of how infrequent they are, in 2022 there were only eighty-six IPOs in total.

Secondary Markets

Secondary markets are the markets for trading securities after they have been issued. The seller of the security in the secondary market is never the issuer, although many companies will buy back their own shares—share buybacks are an alternative to dividends and will be explained in more detail later in this book. To understand the scale of the secondary market and the relative sizes of the various submarkets, Figure 1.11 shows average daily trading volume (in dollars) for government bonds, mortgage- (and asset-) backed securities, corporate bonds, and equities.

Figure 1.11 Average Daily Trading Volume (United States)

Bar chart provides the average daily trading volume of capital market securities (government bonds, MBS&ABS, corporate bonds, and equities). Government bonds are the largest portion, followed by equities, MBS&ABS, with corporate bonds as the smallest portion.

You may be surprised to learn that trading in government bonds accounts for a large portion of secondary market activity. This trading in government bonds is more than the value of trading in corporate bonds, which is minuscule, and even more than the value of trading of equities. Third largest is trading in MBS&ABS (mortgage- and asset-backed securities). The results are somewhat deceptive, because bond prices are much higher than stock prices. Many bonds have face values of US$1 million. Thus, while the value of trading in bonds is greater, the number of stock shares that trade is much larger than the number of bonds that trade.

Another important fact to understand is that, in stocks, the U.S. markets represent a very large fraction of the global market for equities. Figure 1.12 shows the breakdown of global equity market capitalization by country. Equity market capitalization is simply the value of shares listed in the market (price times quantity). The total value of all shares listed globally at the end of 2022 was about US$101 trillion.

Figure 1.12 Global Equity Market Capitalization

Pie chart showing the value of equity markets globally. The U.S. is the largest at 40%, followed by other developed at 21%, the EU and UK at 14%, both China and emerging markets at 11%, and last is Canada at 3%.

U.S. stock markets account for 40% of the value of all shares listed in all markets around the globe. The value is far greater than Europe and China, which both  have economies about the same size as that of the United States. 

Another category of secondary markets is the derivative markets. Derivatives are securities like futures, options, and swaps whose value is derived from the value of some other underlying security. Derivative markets are very large. Figure 1.13 shows the size of global derivatives markets. Size in Figure 1.13 is measured by something called the “notional principal value outstanding,” which is similar to market capitalization. The total global notional principal value outstanding of derivative contracts at the end of 2022 was about US$700 trillion. This dwarfs the value of global equity markets. 

Figure 1.13 Global Derivative Markets

Pie chart showing the size of the global derivative markets. Over-the-counter derivatives is at $618 trillion and exchange traded is at $81 trillion.

Types of Secondary Markets: Auction and Dealer

Secondary markets are further divided into two groups: (1) and (2) . Auction markets trade in one physical or virtual location. A dealer market is characterized by multiple who each hold an inventory of the security and who are each willing to buy or sell.

The is an example of a physical auction market for stocks, because the NYSE still maintains a physical trading floor. (Less than 1% of NYSE volume is traded on its physical floor.) The Toronto Stock Exchange (TSX) is an online stock market with no physical trading floor. Both exchanges are auction markets. The key feature of an auction market is that all trading funnels through one location (real or virtual) and so there is only one best price at any given time. On the NYSE floor there are specific places (called trading posts) where particular stocks trade and the exchange assigns an auctioneer (specialist) to supervise the trading.

Worldwide, auction markets are moving away from physical trading floors and are more commonly organized as . In those markets, the order book is open to all traders. Traders either submit that offer to trade a specific quantity at a specific price or submit that are matched with posted limit orders. Limit orders are recorded in the limit order book. Market orders are matched against the best buy or sell limit order based on priority rules (i.e., price and time).

Tip

In a limit order book market there are bid and ask prices, but they are set differently from those in dealer markets. The bid price is the price of the best offer to buy (the limit order to buy with the highest price), and the ask price is the price of the best offer to sell (the limit order to sell with the lowest price).

Figure 1.14 Dealer Markets

flow chart

In dealer , trading takes place in a variety of places. Figure 1.14 shows a dealer market. Trading usually occurs over the telephone or by computer. In a dealer market, multiple dealers simultaneously make a market in an individual security. Each dealer holds an inventory of the security, posts buy () and sell () prices, and stands ready to trade. Traders can transact with any dealer, and it is up to traders to compare prices before selecting their dealer to ensure the best price. The money market is a dealer market, as are the markets for foreign currencies and bonds. In the bond market, the buyers and sellers are mainly large institutions (i.e., mutual and pension funds) that trade through investment dealers. Dealers use a multitude of electronic trading platforms to trade with each other. (An easy way to remember the difference between “bid” and “ask” is the phrase that “dealers buy at the bid.”)

Explain It: The Dealer Market, Part 1

Explain It: The Market Dealer, Part 2

The Role of Secondary Markets

The primary markets are the source of capital for businesses, so it is easy to understand their importance for a growing and vibrant economy. The role of secondary markets is harder to understand. Some criticize them as being glorified casinos. While prices certainly fluctuate in secondary markets, their primary role is to provide the means for investors to tailor their investment horizons (i.e., to sell their shares according to their personal financial needs). Without a secondary market investors would have to wait for a liquidation, takeover, dividend, or repurchase in order to get some or all of their money back. Those events don’t often coincide with investors’ need for cash, so an active secondary market is a critical feature of the stock markets.

Characteristics of Secondary Markets

Tip

Academic finance has an entire subdiscipline devoted to the study of how markets function. It is called market structure.

Given that secondary markets perform an important economic function, what are the characteristics of good markets? Among the most important are accurate pricing of stocks and .

One of the most important roles of secondary markets is establishing security prices. Setting accurate prices is not trivial. Consider the case in which something is bought secondhand. Both buyer and seller want the exchange price to be fair. The problem is how to set a fair price when neither the buyer nor the seller knows the price other people have set for the item. Let us consider two secondhand items: a car and a desk.

Suppose you want to buy a 2019 BMW 328 from your neighbor. You would probably begin establishing the value of the car by consulting Autotrader or Kelly Blue Book. The first is an online marketplace for used cars and the second estimates average prices by attending large car auctions. You and your neighbor then adjust the actual price up or down, depending on the condition of the car.

Now suppose that you want to buy your neighbor's antique Louis XV writing desk. The market for the desk is much thinner, meaning not many are bought or sold. Therefore, you will have a more difficult time establishing its true value. No central market exists in which similar desks are frequently traded and there is no value guide to consult. The result is that neither you nor your neighbor are sure what the true value of the desk should be. If you think it is worth less than what your neighbor thinks it is worth, then no transaction will occur.

What are the differences between the markets for used cars and custom furniture?

  1. First, there are many similar cars being bought and sold. In other words, there is standardization of the commodity, which allows traders to compare the price of one unit with another. A large number of traders produces a competitive market in which no individual trader has monopoly power and there are many available traders.

  2. Second, the market for cars is a much more liquid market because it is easy to convert the asset to cash.

  3. Third, the market is deep, meaning that there are many units available to buy or sell.