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UBS Korea Introduction To Investment Banking
UBS Korea Introduction To Investment Banking
22 October 2012
Table of contents
1 Introduction to UBS 2
1
SECTION 1
Introduction to UBS
UBS 소개
UBS는 국제 금융시장에서 150년간 경험과 노하우, 전문역량을 축적해온 있는 최고 권위의 금융그룹입니다.
프라이빗 뱅킹
투자은행 (Wealth Management: 자산운용
(Investment Bank) Swiss Bank & Americas) (Global Asset Management)
“ 기업금융, 주식, 채권, 외환, 현물 등 다양한 “ 고액자산보유자 (High Net Worth “ 세계 최고의 자산운용사로서 개인, 기업,
분야에서 자문 업무, 상품 발행∙인수∙거래 Individuals) 를 대상으로 하는 개인 기관 투자자 등 다양한 고객층을 대상으로
및 리서치 제공 ” 자산관리 업무 ” 혁신적인 투자관리 솔루션 제공 “
4
UBS - 최고의 글로벌 금융기관
Basel 2 및 Basel 2.5 도입 이래,
Tier-1 자기자본비율 (최근 3년)
자기자본비율의 꾸준한 강화
UBS는 최고의 글로벌
금융기관으로서, 탄탄한 19.2%
17.2% 16.5%
재무구조와 안정성을 15.0%
14.5% 13.8% 17.8
19.6
17.4
19.2
17.2
12.9%
바탕으로 고객들에게 신뢰를 11.3% 15.4 15.3 15.9
14.1
제공하고 있습니다. 11.9
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BIS Tier 1 BIS Core Tier 1
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2010 2011 2012
230
1,895% 1,580% 8.3%
5.8%
1,353% 8.1% 177
162 162
1,164% 3.7% 150
10.2% 140
1,126% 1,066%1,055% 125
610% 3.8% 116
6.5%
.04%
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5
UBS 한국 – 국내 영업망 현황
UBS는 1989년부터 가장 일찍이 국내 금융시장에 진출한 글로벌 투자은행으로서, 한국에서의 오랜 경험을 통해 국내
금융시장에 대한 풍부한 지식과 경험을 보유하고 있습니다.
2006년 국내 최대 규모 block trade (거래 당시)
예금보험공사의 신한금융지주 지분 매각
(US$1.1 bn / 2006년 4월) 유비에스증권 리미티드 서울지점
이재홍, 장영우 대표
국내 최초 동시 block trade
LG 및 GS의 동시 block trade
(US$128 mn 및 US$108 mn / 2004년 9월)
3 2011년 이후부터 안산 지역에 거주하는 다문화가정의 7 UBS증권은 직원들의 기부금에 동일한 금액으로
어린이들로 구성된 지구촌 어린이 합창단에 대한 후원을 Matched- 후원하는 제도를 통하여 임직원의 기부를 장려하는
안산 지구촌 제도를 운영하고 있습니다. 또한 별도의 기부행사를
어린이 하고 있습니다. 다문화가족 어린이들이 합창단 활동을 Giving
통하여 지역사회에서 더불어 사는 환경을 만드는 일에 벌이는 대신에 매년 열리는 다양한 사내행사와
합창단 지원 자선이벤트를 연계하여 자연스럽게 임직원의 기부를
동참하고 있습니다.
유도함으로써 기부행사가 직원들이 즐겁게 참여하는
이벤트가 되도록 하고 있습니다
4 지적장애를 지닌 장애우들을 위해 지속적인
스페셜 스포츠훈련(year-round sports training) 기회를 제공하고 8 매년 지역 내의 대학생들을 대상으로 인턴쉽
올림픽 그들을 위한 대회(athletic competition)를 개최하여 프로그램을 실시하여 UBS 각 부문에서 근무 경험을
인턴쉽
코리아 후원 지적장애인들의 신체적 적응력을 향상시키고 정상적인 쌓을 수 있는 기회를 제공하고 있습니다.
(Internship
사회구성원으로서 인정받을 수 있도록 기여하는
Program)
비영리국제스포츠기구인 스페셜올림픽코리아와
후원계약을 맺고 선수들의 훈련과 대회를 지원하고
있습니다.
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SECTION 2
Indirect Finance
Financial
Funds Inter- Funds
mediaries
Funds
Borrower-
Lender-Savers
Spenders
- Households Financial
Funds Funds - Business Firms
- Business Firms
Markets - Government
- Government
- Households
- Global Client
- Global Client
Base
Base
Direct Finance
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Investment Bank: meeting clients’ needs in the capital markets
Needs Objective advice and ideas Protection Objective advice and ideas
Low cost of capital High Returns Alpha generation – return
Access to investors on assets
Speed of execution Access to Corporate
Best Execution
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What do the Investment Bank’s business areas do?
We offer a comprehensive range of products and services to
Meet the needs of our clients …
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IBD products and services
A broad spectrum of products and services
Mergers & acquisitions Equity capital markets (JV) DCMG / Financing (JV)
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IBD coverage is three-dimensional
Teams are focused on countries, sectors and products …
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… working in collaboration to
deliver superior results to clients
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SECTION 3
BUYSIDE SELLSIDE
PUBLIC PRIVATE
DOMESTIC CROSSBORDER
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What different types of M&A are there?
M&A deals can broadly be split by 1) the relative sizes of the target compared to the acquirer and 2) the
strategic direction of acquirer
Description Benefits and concerns UBS deal examples
1 Relative size of target small compared to Synergies – typically both cost and revenue
Bolt-on
acquirer group
Target will be fully integrated into acquirer
which justify “make-or-buy” analysis
Limited integration/financial risk given size
/
Target has significant overlap or is
complementary to acquirer’s business
Can be executed without disrupting existing
business /
2 Material deal relative to size of acquirer with Significant absolute quantum of synergies
Significant real integration risks Can significantly change acquirer profile /
expansion Can be primarily one or a combination of: – “make-or-buy” analysis may not be
complementary (e.g. major competitor)
expansion along value chain (e.g. supplier /
relevant given deal specifics (e.g. inability
to replicate)
/
client)
a “new leg” (e.g. products markets)
Can also be a defensive move
/
3 Acquisition outside current areas of operations Significantly changes / expands the strategic
Step-out / New / additional strategic focus of acquirer's focus
Diversifica- group Can be a defensive move against market
tion trends in current areas of focus /
Can redefine competitive dynamic / offering vs.
competitors
4 Similar sized companies / low premium (if any) Significant repositioning in the market place vs.
competitors (size and offering)
Merger
Combined ownership and control
Often generates material synergies Synergy benefits shared by both shareholder
/
groups
5 An arrangement with two or more parties Enables the parties to achieve a specific
Joint contributing assets and/or equity, usually on an objective not (as easily) achievable alone /
Venture “at market” basis Usually backed by strong synergy case
Usually involves both parties participating in
the economics and governance
Exit mechanism and long-term alignment need /
care consideration
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Lessons learnt from historical case studies differ
1 2-A 2-B 3 4
Significant expansion Significant expansion Step-out /
Bolt-on Merger
– similar business – geography Diversification
Post
Overall competitiveness of both GS Acclaimed as one of the most Full and successful integration, “Win-Win” transaction for both Immediate realization of
E&C and Inima significantly successful acquisition at its size overcoming cultural and Hanwha and Solarfun, as revenue increase and
transaction increased, allowing to win more (largest M&A ever in Korea) geographical differences evidenced by their stock
remark / profitability improvement
concession projects globally Significant synergies achieved, and Stable business performance performance and analysts’ rerating
Market Achievable synergy & revenue improve overall health and post announcement
reaction upside competitiveness of SFG However, currently lagging due to
Business expansion into Strong financial performance of LG overall sector downturn
complementary region Card since acquisition
Well received by the market
Due diligence & business analysis Execution of the entire process Convincing SC's BoD on Extremely complex cross-border 4-party negotiation
Key
of targets business in 4 continents under close scrutiny by the acquisition price and financing transaction involving a listed Valuation
execution government and public domain scheme Korean acquirer, a NASDAQ listed
Competitive auction Corporate governance, including
issues Structuring financing structure Acquisition financing of US$2 bn & Cayman incorporated Chinese
Euro zone risk exit mechanism, working capital
Different culture affecting under tight regulation & equity placement which was done target, a U.S. private equity fund and etc
negotiation accounting/regulatory restrictions via accelerated bookbuilding and a Chinese entrepreneur
Securing KRW3,750 bn investment UBS underwrote the placing for The first significant M&A activity
from private sector three weeks, just prior to globally within the solar sector
Christmas to enable SCB to make
a firm offer for KFB. This was the
first time such underwriting has 17
been put in place
Q&A
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