This note is about tokenization and tokenized assets. Tokenization refers to the process of creating a representation of a particular asset on a blockchain via digital tokens. Tokenized assets typically derive their value from the value of the underlying asset. This note explores the benefits and risks of tokenization, as well as use cases. Moreover, it explores Security Token Offerings, considerations for tokenized asset issuers, and the Howey Test. It concludes with a consideration of how possible future trends may affect tokenization.
In early 2020, Singapore Airlines Limited (Singapore Airlines) faced severe liquidity issues as the global pandemic halted its flights and uncertainty loomed. Erstwhile massive cash reserves were quickly running out, and the airline's executives pondered how to save the company from insolvency. Singapore Airlines' majority shareholder, Temasek Holdings Limited, agreed to subscribe to a massive capital-raising exercise of up to S$15 billion via a proposed rights offer and mandatory convertible bonds (MCBs). Although minority shareholders were not convinced that the rights issue would be a good investment in such uncertain times, they had to decide whether to vote for it and whether to subscribe to the rights issue and MCBs.
In November 2019, Saudi Arabia's government officials and advisers had to decide whether or not to proceed with a plan to make the government-owned Saudi Arabian Oil Company (Aramco) a private company and list it on a stock exchange. At the time, Aramco was considered to be the most profitable company in the world. Therefore, its initial public offering would potentially be the largest in history. The company's market capitalization would dwarf those of global giants Apple Inc. and Google LLC. Saudi Aramco managed the world's largest oil reserves and had the world's second-lowest cost of oil extraction. However, there were concerns about the targeted valuation of US$2 trillion. There were also various other questions to be answered: Should the government-owned Aramco become a private company? Was the timing right to list the company on a stock exchange? What fraction of shares should be offered to investors? How should the largest initial public offering in history be priced?
Profit-making corporations returned cash to investors through dividends or share repurchases. Market participants referred to the fraction of the profits paid to shareholders in the form of dividends as the "payout ratio." However, a large number of firms have never paid a dividend. For instance, over the past decade, more than half of the listed firms in the United States neither paid a dividend nor repurchased shares. For example, only 20 per cent of firms on the Singapore Stock Exchange consistently paid dividends over the past decade, with similar proportions observed in both US and European stock markets. The percentage of dividend-paying firms plummeted to a record low of 17 per cent in 2000. In fact, most of the "new economy" firms such as Amazon, Facebook, and Google, reinvested their entire savings. This note describes rational dividend theories, behavioural dividend theories, and outlines the four categories of dividend strategies followed by firms.
A new analyst has been asked to forecast the upcoming dividends for Singapore Airlines Limited. However, unlike most dividend-paying firms, which typically maintain stable, transparent, and simple dividend policies, Singapore Airlines maintained an opaque, complex, and irregular pattern of dividends. Further, the company did not respond to requests for information about expected dividends or the company's dividend policy. The analyst decided to gather historical data about the company and its competitors to gain insights on Singapore Airlines' dividend policy and to forecast its upcoming dividend.
In July 2014, WH Group faced the issue of attempting to launch an initial public offering for the second time, after having previously failed to list its shares on the Hong Kong Stock Exchange. WH Group originated from a merger between two meat-processing companies: China's Shuanghui International-a global leader in animal protein and the world's largest pork producer-and Smithfield Foods from the United States. Both Shuanghui and Smithfield Foods commanded top market shares of pork consumption in their respective countries; Shuanghui controlled 2 per cent in China and Smithfield Foods captured 26 per cent in the United States. With many challenges ahead, WH Group had some decisions to make about the company's future. Should the company try again to launch an initial public offering? Or should the company remain private?
In 2014, Alibaba-the Chinese e-commerce giant who, in September 2014, completed the largest initial public offering (IPO) in New York Stock Exchange (NYSE) history-was preparing itself for an additional round of capital fundraising. This time, Alibaba focused its efforts on a new, large bond issue. Its chief executive officer would lead Alibaba's finance team in meetings with investors in Hong Kong, Singapore, and London to gather information about this pending bond issue. Although Alibaba was listed on the NYSE, an overwhelming majority of its revenues originated in China. Most U.S. investors had not heard of Alibaba until just a few months prior to its IPO in September 2014. Also, being a high-tech company, Alibaba was subject to the potential for large swings in valuations typical for the industry. Fluid valuations and matters related to country risk premia meant pricing the bond issue was going to be a challenge. How would Alibaba estimate the bonds' pricing? Further, how should the firm determine the location and timing of the new bond issue?
In June 2015, the Toyota Motor Corporation's annual shareholders' meeting included a proposal regarding Toyota's new share issue. Named "Model AA" shares after the company's first passenger car, the shares would offer investors new hybrid securities. This proposal created a lot of controversy among existing shareholders. Although President Toyoda claimed that no one would be disadvantaged by these shares, it remained unclear how many shareholders had confidence in this assurance. The share issue, which would potentially comprise up to 5 per cent of Toyota's total outstanding shares, would require the support of a two-thirds majority of shareholders. The new shares looked like ordinary shares with a "lock-up" period or preferred shares with voting rights. At the same time, Model AA shares resembled a convertible debt issue with voting rights (with a conversion ratio to be determined later). It was time to vote on the approval of Toyota's new share issue, but the following questions lingered in the shareholders' minds: what exactly was the difference between Model AA shares and ordinary shares? What was the difference between Model AA shares and bonds (or convertible bonds)? Finally, if the vote was approved, how should Model AA shares be priced?
In 2011, Suntech Power, the world's largest solar panel manufacturer, found itself in a highly problematic position. Recent developments in the Chinese solar power industry had negatively impacted the company's operations. As the industry had matured, the demand for Suntech Power's products had become highly volatile. Changing policy regulations, the ambiguous financial structure of the firm and a shift in consumers' perceptions of the product were only some of the issues that further compounded the problem. As a result of these changing dynamics within the global solar power industry, the company's share price had plummeted by roughly 90 per cent. To remedy the problem, in May 2011, the founder and chief executive officer of Suntech Power hired a new chief financial officer and they faced the arduous task of turning the company around. How should they tackle changing political and economic conditions? What decisions needed to be made to maintain the position of the company in the global solar energy market?
In March 2012, the CEO of Fairbridge Capital considered the pros and cons of the potential acquisition of Thomas Cook India. He believed that Thomas Cook India's two business segments (travel/related services and financial services) had different potential in terms of growth and cash flow generation. Analysts predicted tremendous growth potential in the travel business (although it would require additional investment), while the foreign exchange segment had limited growth potential but generated significant cash flow. Thomas Cook India had changed ownership several times in a short time period, and the stock price had fallen substantially. Would acquiring Thomas Cook India fit the value-investing philosophy rigorously followed by Fairbridge Capital and its parent company, Fairfax Financial? If so, how much should Fairbridge bid? Was Thomas Cook India worth more with two segments or was it better off split into two? Finally, should Fairbridge delist Thomas Cook India or keep it public?
A Singapore-based financial services company, the second largest lender in Southeast Asia, offered to acquire a Hong Kong bank, the eighth largest lender in the country, for a premium price per share. Three months later, a multi-billion hedge fund firm based in the United States had accumulated close to 8 per cent of the Hong Kong bank's shares. According to Hong Kong's securities law, the Singapore-based financial institution would have to acquire 90 per cent of the Hong Kong bank's shares to successfully take the bank private, and there were only 25 days left for the company to meet this requirement. The hedge fund firm's unspoken message was clear: raise your bid price to buy our shares or we will keep the company public at your expense.
A controlling shareholder of the NYSE-listed Chinese online gaming company Shanda Games has offered a buyout at USD6.90 per American Depositary Share (ADS); each ADS consists of two ordinary shares. The offer provides a premium of 22 per cent to the stock's Friday close. Throughout the previous year, Shanda Games' ADS had typically traded in the range of USD3.00 to 4.50.As Shanda Games' independent directors attempt to evaluate the offer, they wonder: Should the shareholders accept it as it is? Should they ask for a higher price? Or should they look for the alternatives?
On October 9, 2013, JoS. A. Bank Clothiers Inc., a large U.S. retailer of men's tailored and casual clothing, footwear and accessories, made a hostile offer to buy its larger rival Men's Wearhouse. The latter made a counter-offer on January 6, 2014 in what is known as a Pac-man defence - the prey turned predator. JoS. A. Bank responded by adopting a poison pill, announcing the planned acquisition of Eddie Bauer, an outdoor apparel retailer. What started out as a simple offer had turned into a contest with multiple counter-offers and the deployment of several takeover defences. How should Eminence Capital, a New York-based hedge fund and the largest shareholder in both firms, react? How should each firm respond to the latest offer on it respective table?
In April 2014, Alibaba's impending initial public offering (IPO) projected to be among the world's largest IPOs. Alibaba faced many choices regarding ownership structure, trading location, IPO pricing and IPO timing. The Hong Kong Stock Exchange seemed like a natural fit for its IPO due to geographical, cultural and language proximity. Furthermore, 86.7 per cent of Alibaba's revenues originated within China. However, Alibaba insisted on "partnership governance," and the Hong Kong Stock Exchange did not allow listing of companies with dual-class share structure. In contrast, the New York Stock Exchange and NASDAQ did not object to Alibaba's proposed ownership structure. While the Hong Kong investors knew Alibaba's business better, the New York exchanges provided more liquidity and visibility. Against this backdrop, Alibaba needed to make difficult decisions regarding its IPO.