Wednesday, September 26, 2012

The Underwriting Process For a Public Offering (IPO)


Private companies sometimes want to issue their stock to members of the public in order to raise capital.  Companies can go public by making an Initial Public Offering.  A central part of an IPO is underwriting, a process in which a bank buys the company’s stock at a fixed price and resells it.
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 In a common type of IPO, called a “firm commitment,” the underwriting institution will commit to buying all the shares the company is issuing, and the institution assumes any risk for shares that do not sell.  After arriving at a price suitable to sell the stock, the company sells it to the institution at a discount, usually around 7%.  Selling the discounted stock at its full offering price enables the underwriters to make their fee.  Otherwise, a bank can sell shares under a “best efforts” agreement in which the bank will use its best efforts to sell the shares, but will not assume the risk for unsold shares.  If a stock offering is too big for one institution to manage, the institution could gather other banks into an underwriting syndicate to provide additional management of the sale.  
Initially, the company must determine the total amount of money it seeks to raise with the IPO.  The company and the institution must then determine how much dilution (the reduction in owners’ control over the company that occurs when some of their stock is sold), they will tolerate, and thus how many shares they could sell.  Considering the value of the entire company, how much capital it needs, and how much stock the company is willing to part with, the underwriters then determine the number of shares within a certain price range that will raise that amount.  In an effort to market the IPO to investors, the underwriters and company will draft a prospectus that states financial figures, business operations information, and stock information.
Companies seeking to issue IPOs will then perform “road shows,” in which representatives will travel the country, and sometimes abroad, to market the company to investors to create interest in buying the company’s stock.  These presentations can be crucial to the IPO’s success.  Investors have a chance to see the company’s senior management advocating on behalf of their company, and thus will develop opinions on the company’s strength based on both the financial and business information presented and the confidence the investor has in the managers. 
After the road shows, the underwriters and company management will price the stock.  Two major factors to determine this number are how other similar companies priced their stock when going public, and how much interest the underwriter expects investors to have in the new stock.  Interest in the stock has been continually gauged during this process.  The institutions handling the sale collected information about investor interest before writing the prospectus and during the road shows.  If demand has been consistently strong or has strengthened, the bank will suggest offering the stock at a higher price.  External market factors affect the determination as well. 
Finally, when the price is set and all the SEC formalities have been completed, the stock will be included in a stock exchange to be traded. 
            

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