There are two types of primary market issues of common stock. Initial public offerings, or IPOs, are stocks issued by a formerly privately owned company that is going public, that is, selling stock to the public for the first time. Seasoned new issues are offered by companies that already have floated equity. For example, a sale by IBM of new shares of stock would constitute a seasoned new issue.
In the case of bonds, we also distinguish between two types of primary market issues, a public offering and a private placement. The former refers to an issue of bonds sold to the general investing public that can then be traded on the secondary market. The latter refers to an issue that usually is sold to one or a few institutional investors and is generally held to maturity.
Investment Banking
Public offerings of both stocks and bonds typically are marketed by investment bankers who in this role are called underwriters. More than one investment banker usually markets the securities. A lead firm forms an underwriting syndicate of other investment bankers to share the responsibility for the stock issue.
Investment bankers advise the firm regarding the terms on which it should attempt to sell the securities. A preliminary registration statement must be filed with the Securities and Exchange Commission (SEC), describing the issue and the prospects of the company. This preliminary prospectus is known as a red herring because it includes a statement printed in red, stating that the company is not attempting to sell the security before the registration is approved.
When the statement is in final form, and approved by the SEC, it is called the prospectus. At this point, the price at which the securities will be offered to the public is announced.
In a typical underwriting arrangement, the investment bankers purchase the securities from the issuing company and then resell them to the public. The issuing firm sells the securities to the underwriting syndicate for the public offering price less a spread that serves as compensation to the underwriters. This procedure is called a firm commitment; the underwriters receive the issue and assume the risk that the shares cannot be sold to the public at the stipulated offering price.
An alternative to the firm commitment is the best-efforts agreement. In this case, the investment banker does not actually purchase the securities but agrees to help the firm sell the issue to the public. The banker simply acts as an intermediary between the public and the firm and does not bear the risk of not being able to resell purchased securities at the offering price.
The best-efforts procedure is more common for initial public offerings of common stock, where the appropriate share price is less certain. Corporations engage investment bankers either by negotiation or competitive bidding, although negotiation is far more common. In addition to the compensation resulting from the spread between the purchase price and the public offering price, an investment banker may receive
shares of common stock or other securities of the firm.
As part of its marketing of the firm’s securities, the underwriting syndicate typically takes out advertisements in the financial press to announce the prospective sale. An example of these so-called tombstone advertisements is given in Figure 3.2. The underwriters plan to sell 115 million shares of stock at a price of $18.50 each, to raise $2,127.5 million for the Principal Financial Group. The four lead underwriters are presented in larger type; the firms taking a smaller role in marketing the securities are presented below in smaller type. Most of the shares will be sold in the U.S., but 15% of the issue will be sold abroad. Notice that the underwriters
for the non-U.S. portion of the issue have far greater international representation.
Shelf Registration
An important innovation in the issuing of securities was introduced in 1982 when the SEC approved Rule 415, which allows firms to register securities and gradually sell them to the public for two years following the initial registration. Because the securities are already registered, they can be sold on short notice, with little additional paperwork. Moreover, they can be sold in small amounts without incurring substantial flotation costs. The securities are “on the shelf,” ready to be issued, which has given rise to the term shelf registration.
Private Placements
Primary offerings also can be sold in a private placement rather than a public offering. In this case, the firm (using an investment banker) sells shares directly to a small group of institutional or wealthy investors. Private placements can be far cheaper than public offerings. This is because Rule 144A of the SEC allows corporations to make these placements without preparing the extensive and costly registration statements required of a public offering. On the other hand, because private placements are not made available to the general public, they generally will be less suited for very large offerings. Moreover, private placements do not trade in secondary markets like stock exchanges. This greatly reduces their liquidity and presumably reduces the prices that investors will pay for the issue.
Initial Public Offerings
Investment bankers manage the issuance of new securities to the public. Once the SEC has commented on the registration statement and a preliminary prospectus has been distributed to interested investors, the investment bankers organize road shows in which they travel around the country to publicize the imminent offering. These road shows serve two purposes. First, they generate interest among potential investors and provide information about the offering.
Second, they provide information to the issuing firm and its underwriters about the price at which they will be able to market the securities. Large investors communicate their interest in purchasing shares of the IPO to the underwriters; these indications of interest are called a book and the process of polling potential investors is called bookbuilding. These indications of interest provide valuable information to the issuing firm because institutional investors often will have useful insights about both the market demand for the security as well as the prospects of the firm and its competitors. It is common for investment bankers to revise both their initial estimates of the offering price of a security and the number of shares offered based on feedback from the investing community.
Why do investors truthfully reveal their interest in an offering to the investment banker? Might they be better off expressing little interest, in the hope that this will drive down the offering price? Truth is the better policy in this case because truth telling is rewarded. Shares of IPOs are allocated across investors in part based on the strength of each investor’s expressed interest in the offering. If a firm wishes to get a large allocation when it is optimistic about the security, it needs to reveal its optimism. In turn, the underwriter needs to offer the security at a bargain price to these investors to induce them to participate in bookbuilding and share their information. Thus, IPOs commonly are underpriced compared to the price at which they could be marketed. Such underpricing is reflected in price jumps that occur on the date when the shares are first traded in public security markets. The most dramatic case of underpricing occurred in December 1999 when shares in VA Linux were sold in a IPO at $30 a share and closed on the first day of trading at $239.25, a 698% one-day return. Similarly, in November 1998, 3.1 million shares in theglobe.com were sold in an IPO at a price of $9 a share. In the first day of trading the price reached $97 before closing at $63.50 a share.
While the explicit costs of an IPO tend to be around 7% of the funds raised, such underpricing should be viewed as another cost of the issue. For example, if theglobe.com had sold its 3.1 million shares for the $63.50 that investors obviously were willing to pay for them, its IPO would have raised $197 million instead of only $27.9 million. The money “left on the table” in this case far exceeded the explicit cost of the stock issue. This degree of underpricing is far more dramatic than is common, but underpricing seems to be a universal phenomenon.
Figure 3.3 presents average first-day returns on IPOs of stocks across the world. The results consistently indicate that IPOs are marketed to investors at attractive prices. Underpricing of IPOs makes them appealing to all investors, yet institutional investors are allocated the bulk of a typical new issue. Some view this as unfair discrimination against small investors. However, this analysis suggests that the apparent discounts on IPOs may be in part payments for a valuable service, specifically, the information contributed by the institutional investors. The right to allocate shares in this way may contribute to efficiency by promoting the collection
and dissemination of such information.
Pricing of IPOs is not trivial and not all IPOs turn out to be underpriced. Some do poorly after issue and others cannot even be fully sold to the market. Underwriters left with unmarketable securities are forced to sell them at a loss on the secondary market. Therefore, the investment banker bears the price risk of an underwritten issue.
Interestingly, despite their dramatic initial investment performance, IPOs have been poor long-term investments. Figure 3.4 compares the stock price performance of IPOs with shares of other firms of the same size for each of the five years after issue of the IPO. The year-byyear underperformance of the IPOs is dramatic, suggesting that, on average, the investing public may be too optimistic about the prospects of these firms. (Theglobe.com, which enjoyed one of the greatest first-day price gains in history, is a case in point. Within the year after its IPO, its stock was selling at less than one-third of its first-day peak and in November 2001 was at about 5 cents a share.)
IPOs can be expensive, especially for small firms. However, the landscape changed in 1995, when Spring Street Brewing Company, which produces Wit beer, came out with an Internet IPO. It posted a page on the World Wide Web to let investors know of the stock offering, and distributed the prospectus along with a subscription agreement as word processing documents over the Web. By the end of the year, the firm had sold 860,000 shares to 3,500 investors, and had raised $1.6 million, all without an investment banker. This was admittedly a small IPO, but a low-cost one that was well-suited to such a small firm. Based on this success, a new company named Wit Capital was formed, with the goal of arranging low-cost Web-based IPOs for other firms. Wit also participates in the underwriting syndicates of more conventional IPOs; unlike
conventional investment bankers, it allocates shares on a first-come, first-served basis.
Another new entry to the underwriting field is W. R. Hambrecht & Co., which also conducts IPOs on the Internet geared toward smaller, retail investors. Unlike typical investment bankers that tend to favor institutional investors in the allocation of shares and determine an offer price through the bookbuilding process, Hambrecht conducts a “Dutch auction.” In this procedure, which Hambrecht has dubbed OpenIPO, investors submit a price for a given number of shares. The bids are ranked in order of bid price, and shares are allocated to the highest bidders until the entire issue is absorbed. All shares are sold at an offer price equal to the highest price at which all the issued shares will be absorbed by investors. Those investors who bid below that cutoff price get no shares. This procedure minimizes underpricing, by allocating shares based on bids.
To date, upstarts like Wit Capital and Hambrecht have captured only a tiny share of the underwriting market. But the threat to traditional practices that they and similar firms may pose in the future has already caused a stir on Wall Street.
Read More: How Firms Issue Securities?
