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逃离纽约
ADRs used to be a vital source of capital for companies, but now many equity issuers in Latin America are staying local.
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| Brazil's flag flies proud at the NYSE. |
To attract discerning investors, though, Copasa issued on the São Paulo Stock Exchange's Novo Mercado, rather than on the New York Stock Exchange. Citigroup and Unibanco underwrote the deal.
Even though IPOs are through the roof in Latin America, the issuance of American Depositary Receipts (ADRs) – once a mark of distinction for equity issuers – is happening less often. Furthermore, a number of Latin American companies already holding residence on the Big Board have vacated the premises.
With seven IPOs in the first three months of 2006, this year's crop of equity offerings promises to be richer than 2005. "You'll see a bigger dollar volume, a bigger number of issues, and a bigger number of IPOs," from Latin America, predicts Sebastien Chatel, head of Latin American equity capital markets at UBS.
负责人尼古拉斯Aguzin拉丁语merica investment banking for JPMorgan, agrees, seeing as many as 30 IPOs from the region this year. "It's a huge pick up - this is the most active year ever," he says.
But fewer of those will be coming to New York as ADRs.
有几个因素是有助于下降：当地资本市场越来越充满活力，公司治理正在改善，2002年的萨班斯 - 奥克斯利法案的出现使我们的列表更加困难且昂贵。
圣保罗证券交易所Bovespa首席执行官Gilberto Miiwano表示，过去，上市ADRS为他的交流中的巴西公司“几乎是强制性”。通过20世纪90年代中期，Bovespa的公司会发出ADR，以证明他们可以满足美国证券交易委员会（SEC）的严格要求，因此他们是值得对外资本的。“它相当于ISO认证，”他解释道。
By contrast, investors viewed shares listed exclusively on Latin America's local exchanges as having lax disclosure and corporate governance.
But while Mexico and Brazil have developed markets accessible to foreign investors, other countries in the region have not. Chatel at UBS attributes this lag to capital controls. Countries like Colombia and Argentina, which restrict the flow of capital across their borders, are less likely to attract foreign investors.
来自阿根廷的Banco Macro Bansud于3月底做了2.78亿美元的问题。虽然这个问题是在宏Bansud的家庭市场中进行了追随者，但该银行选择在纽约的IPO同时销售19100万美元的ADR，因为国际投资者不会进入阿根廷，他在努力工作交易。
In general, investing locally used to be a giant pain. For example, just a few years ago, in Brazil it took between 60 and 100 days to wade through substantial red tape and set up a domestic trading account. Today setting up an account takes less than 24 hours, and can be done online.
此外，美国投资者可以通过与银行交换协议接触本地列表。“你有银行的主要经纪账户，”Chatel说，“他们购买安全并给你表演。”
Meanwhile, for international companies, the disincentives for listing in the US increased dramatically after the Sarbanes-Oxley Act took effect in 2004. The paperwork alone required for compliance with the new law, some investment officers say, could be a full-time job.
在墨西哥证券交易所，半十几家公司在纽约举行了萨尔班斯利的味道，使墨西哥交易所成为他们的主要交易场所。它始于一个涓涓细流 - 瓦片制造商Internacional deCerámica，Conglomerate Desc和Steelmaker Grupo Imsa都表示Adios到2005年初的纽约证券交易所 - 然后当秒发布调查墨西哥巨石赛Ricardo Salinas Pliego的商业实践时，转变为洪水。
Calling the investigation a witch-hunt, Salinas Pliego removed shares in his broadcaster, TV Azteca, and retailer Elektra from the hallowed halls of the NYSE, while also taking his newly acquired cell phone operator Iusacell out of the States. "I don't believe in US law being applicable to me. Period," Salinas Pliego told the Wall Street Journal in December.
While oversight has improved by leaps-and-bounds in Mexico, the system is still pretty weak. Even companies that have gone bankrupt have managed to keep their Mexican listing for several years, mainly because their assets get tied up in Mexico's tangled legal system.
In late-2005, Mexican legislators passed a sweeping stock market law aimed at improving transparency of the country's 132 publicly listed companies; the law takes effect in June. "All the participants in the market have to work to adjust to the regulations," says Pedro Zorrilla, assistant director of the Mexican Stock Exchange. "Companies that don't report can't operate on the exchange."
华尔街招手
Chris Sturdy, managing director of depositary receipts at the Bank of New York, which acts as custodian for 64% of all globally issued depositary receipts, dismisses the idea that Sarbanes-Oxley has sent foreign companies packing, saying that those aspiring to be global – or even to simply attract global investors – will continue to want a residence on Wall Street.
“自1995年以来，我们看着斗争，速度没有增加，”坚固，补充说，兼并和收购是最大的推动力。“下降是进入率。”
All told, 453 non-US companies valued at $7.1 trillion trade on the NYSE, representing a third of the bourse's total value. Of these companies, 91 hail from Latin America while another 56 are domiciled in the Caribbean. By contrast, in early 2005, the exchange had hosted stocks from 460 non-US companies.
Companies – especially those headquartered outside of the US – are weighing the benefits versus the drawbacks of a New York City address much more carefully than in the past. Heightened regulation can easily translate into more headaches and higher operating costs.
According to analysis from Financial Executives International, an advocacy group, US firms complying with Sarbanes-Oxley saw their audit bills balloon, on average, by 103% in 2004 versus the previous year. Companies that broke out their Sarbanes-Oxley fees from total audit costs reported a median expense of $1.8 million on that compliance, or half of their entire audit bill.
"The local markets gained a lot of traction, therefore there are less reasons to go to the US," JPMorgan's Aguzín explains.
US authorities acknowledge that the financial burden imposed by Sarbanes-Oxley compliance needs to come down. After the act took effect, William McDonough, chair of the non-profit Public Company Accounting Oversight Board tasked with helping companies adjust to the new rules, said he noted a definite improvement in the quality of financial reporting. Still, McDonough conceded that the first round of internal control audits "cost too much."
Liquidity Lure
尽管增加了成本，但全球投资者喜欢涉及ADR，主要是为了便于在单一的液体交换中安排他们的标签。此外，双重列表提供了具有套利机会的交易员，特别是当时区发挥作用时。
Boorge Hoguet是波士顿国家街道全球顾问的投资策略师，甚至是一个庞大的公司，如州街 - 美国最大的机构投资者之一 - 喜欢其流动性的ADR。亚博赞助欧冠
"A well-constructed ADR has liquidity to lower its trading cost," Hoguet says, explaining that if the firm moves a sizeable chunk of its $7 billion in emerging markets assets into a stock on a small local market, the transaction could easily account for an attention-grabbing 20% of that exchange's average daily volume. Obviously, low liquidity makes it difficult for such a big player to get in and out of stock positions.
Currently, State Street has local equity investments in Brazil and Mexico, and in the past it has plunked down change in Chilean, Peruvian and Venezuelan markets.
ADRs also attract investors interested in specific sectors, as opposed to regions. For example, thanks to New York-listed shares, telecom investors can compare valuations for Teléfonos de México in the same currency and market that hosts the likes of AT&T and France Telecom. "An ADR attracts not just [emerging market] managers, but sector and global managers," says Hoguet. "It's a way to increase global ownership."
Sturdy, from the Bank of New York, thinks that growing businesses like airports, pharmaceuticals and natural resources will continue to look for global capital, while industries like agribusiness, finance and housing – particularly in Mexico – are logical candidates for depositary receipt programs.
墨西哥机场运营商Grupo Aeroportuario del Pacífico took the bait, and its simultaneous $963 million IPO on the NYSE and Mexican bourse in late February was a roaring success. Investor demand for the group, which runs 12 airports in central Mexico, was so strong that lead underwriter Credit Suisse bumped the sale price up to $21 per share from the $18 to $20 range it had originally targeted.
在交易的第一天，股票 - 在纽约上市的股票当机Pac - 飙升35％。
London Calling
尽管如此，股票发行人可以在纽约境外找到全球舞台。例如，全球存款收据（GDR）与ADRS相同，除了他们在伦敦这样的欧洲金融中心换手。
Once a rarity for Latin American companies, GDRs are picking up steam in the region. Since mid-2004, when Brazilian logistics giant América Latina Logística's IPO included a simultaneous issuance of shares in São Paulo and GDRs, there have been seven GDR issues from the region, including two follow-on sales by América Latina Logística and four multiple-listing IPOs.
Prior to América Latina Logística's splashy sale, no Latin American company had opted to carry out an IPO with GDRs since Brazilian real estate group Rossi Residencial sold GDRs in 1997. But the market for Latin GDRs is still nascent, points out UBS's Chatel. América Latina Logística's listing was a private placement under Rule 144a, and is not traded on an exchange. The difference in time zones also discourages Latin American companies from choosing London over New York.
Latin America's long-held affinity for a New York address is the exception, rather than the rule, in emerging market equities. Reena Aggarwal, a professor at Georgetown's McDonough School of Business, points out that US funds investing in Latin America have 45% of their assets in ADRs, with the remaining 55% in local stock issues. By contrast, emerging Asia funds invest less than 13% of their assets in ADRs, and over 87% in local shares. Aggarwal says this difference stems from the bigger role that domestic investors play in Asian equities markets, and the strength of the legal framework in Asia, as compared to Latin America's weak courts.
In Brazil, the Bovespa'sNovo Mercado解决公司治理的问题了吗making its residents meet additional disclosure requirements, maintain a free float of at least 25% and adopt US Generally Accepted Accounting Principles (GAAP). Additionally, the Bovespa provides two less-stringent levels of listing for issuers looking to differentiate their stock – Level 1 allows restrictions on foreign ownership and Level 2 has no float requirement.
根据BoveSpa的Miiwano，由2001年推出的新列表 - Bovespa已经出现了交易量起飞，交易日期为20％的交易。从1997年的一天到2000万交易的基础，Bovespa现在看到了100多万。Mifano归因于其中一些增加零售参与交易所，这在同一时间内增加到今天的总交易的16％增加到25％。
尽管如此，国际投资者只占Bovespa的3％的参与者，平均而言，他们占交易所的IPO股票的67％。像Novo Mercado一样，当地市场通常专注于创造流动性，因此瞄准小公司。虽然由市场资本化的10大型巴西公司中五家最大的5级公司治理上市注册，但Novo Mercado没有列出。巴西最大和最受欢迎的公司 - 例如Petrobras，Ambev和Eletrobras（如其中）都没有列出，也没有少于2级列表。
In Mexico, Zorrilla points out that it's often convenient for medium-sized companies to concentrate liquidity in their home market. "Without a doubt, it's more complicated, more expensive, and more risky," to have multiple listings, he says.
But local listings still lack the glitz of a Big Apple soiree. When Brazilian drinks giant AmBev debuted on the NYSE in 2000, leggy supermodel Gisele Bündchen rang the opening bell, whereas Copasa's A-list guest was the clearly less sexy mayor of São Paulo and Brazilian presidential candidate, Geraldo Alckmin.
But the local listing still has a lot of cachet. "If you are a Brazilian company, you don't need a listing anywhere but Brazil," says Chatel.
While the Copasa IPO might not be the social event of 2006, Márcio Nunes, the company's chairman and president, says he's pleased with the global exposure the utility is getting out of its Novo Mercado address. "It's a domestic issue with a strong international push," he bragged to investors during a March conference call.
Proof that Latin Americans can draw a world class crowd, even without a Victoria's Secret lingerie model on hand.