Sunday, January 28, 2007

Want to go Public (IPO)

Here are the steps for an IPO launch
-Initial Step
-Aftermarket activities

From the text book:
( Principles of Corporate Finance-Brealey and Myers Allen)
1. Company appoints managing underwriter (book runner) and co-manager.
Underwriter syndicate formed
2. Arrangement with underwriters include agreement on spread (typically 7% for medium sized IPOs) and on greenshoe option (typically allowing the underwriters to increase the number of shares bought by 15%)
3. Issue registered with SEC and preliminary prospectus (red herring) issued.
4. Roadshow arranged to market the issue to potential investors. Managing underwriter builds book of potential demand
5. SEC approves registration. Company and underwriters agree on issue price.
6. Underwriters allot stock (typically with over allotment)
7. Trading Starts. Underwriters cover short position by buying stock in the market or by exercising greenshoe option.
8. Managing underwriter makes liquid market in stock and provides research coverage.

Some terminologies from this site:

The "road show"
An essential part of the issuing company's marketing campaign, the "road show" is a multi-city tour during which the company pitches its business plan to potential investors, usually institutional investors such as mutual funds, endowments, or pension funds. At these meetings, the underwriter attempts to gauge the level of interest in the IPO, which helps lead to a decision on how to price the stock offering. Typical stops on the tour include New York, San Francisco, Chicago, Los Angeles, and Boston. If the underwriter senses enough international interest, a road show also may visit Europe and Asia. Following the road show, the company prints its final prospectus, distributes it to potential investors, and files it with the SEC.

Pricing and allocating the IPO
During and after the road show, in a process known as "book-building," the lead underwriter surveys potential investors and notes the interest in the stock so it can price the IPO accordingly. The issuing company and the lead underwriter meet to set the "offering price" and the number of shares to be issued at the offering, based on the expected demand for the stock.

The "pop" versus "money left on the table"
The "pop," also referred to as the first-day price spike, is the price differential between the offering price of an IPO stock and its closing price on the first day of trading. During the dotcom bull market of the late 1990s, with first-day gains reaching triple-digit percentages, the pop unofficially became an important marketing or "branding" event for the issuing company.

The pop multiplied by the number of shares sold is known as the "money left on the table" -- that is, money in the hands of investors rather than in the issuing company's coffers. In order to balance the needs of the investor and the issuing company the investment bank traditionally tries to price a deal so that the first-day pop is about 15 percent. Thus, the issuing company can raise substantial capital while investors are rewarded for gambling on a riskier investment.

"Flipping" the stock
The practice of an investor buying stock in an IPO at the offering price and quickly selling it for a profit when it starts trading is known as "flipping." Though it became common during the dotcom IPO frenzy of the late 1990s, this practice is generally discouraged by underwriters, who are looking for investors willing to make a long-term commitment to the company. Such anti-flipping policies, however, do not apply to large institutional clients of investment banks.

The "quiet period"
The quiet period begins when a company files a preliminary prospectus with the SEC and ends usually 25 days after the stock starts trading. During this period the company is prohibited by the SEC from distributing any information about the company not included in the prospectus.

The "lockup period"
The lockup period is the period during which company insiders -- primarily management and venture-capital investors -- are prohibited from selling their shares. U.S. law mandates that the lockup period last for 90 days after the stock is first publicly traded, although this period is often extended to 180 days to satisfy potential investors.

Herez a intersting website that captures the dot com bust in the late 90s.
More info here too


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