The Initial Public Offering (IPO)
By,
Bo Brown
Initial Public Offering (IPO)
Definition:
A companys first equity issue made
available to the public.
This issue occurs when a privately held
company decides to go public
Also called an unseasoned new issue.
Why do companies go public?
New capital
Future capital
Almost all companies go public primarily because they need
money to expand the business
Once public, firms have greater and easier access to capital in
the future
Mergers and acquisitions
Its easier for other companies to notice and evaluate a public
firm for potential synergies
IPOs are often used to finance acquisitions
Disadvantages of the IPO
Expensive
A typical firm may spend about 15-25% of the
money raised on direct expenses
Reporting
Public companies must continuously file reports with
the SEC and the stock exchange they list on
Loss
responsibilities
of control
Ownership is transferred to outsiders who can take
control and even fire the entrepreneur
Is it a good time to do an IPO?
There
are clear windows of opportunity that
open and close for IPO issuers
Determinants of suitability:
The general stock market condition
The industry market condition
The frequency and size of all IPOs in the financial
cycle
Outline of the IPO process:
1.
2.
3.
4.
5.
6.
Select an underwriter
Register IPO with the SEC
Print prospectus
Present roadshow
Price the securities
Sell the securities
1. Select an underwriter
An
underwriter is an investment firm that acts
as an intermediary between a company selling
securities and the investing public
The underwriter is the principal player in the
IPO
Typically, the underwriter buys the securities for
less than the offering price and accepts the risk
of not being able to sell them
Types of underwriting
Firm
The underwriter buys the entire issue, assuming full
financial responsibility for any unsold shares
Most prevalent type of underwriting in the U. S.
Best
commitment underwriting:
efforts underwriting:
The underwriter sells as much of the issue as
possible, but can return any unsold shares to the
issuer without financial responsibility
Leading IPO Underwriters
1.
2.
3.
Goldman Sachs
Morgan Stanley
Merrill Lynch
2. Register IPO with SEC
The
firm must prepare a registration statement
and file it with the SEC
The registration statement discloses all
material information concerning the corporation
making a public offering
3. Print prospectus
The
prospectus is a legal document describing
details of the issuing corporation and the
proposed offering to potential investors
Contains much of the information in the
registration statement
The preliminary prospectus is sometimes
called a red herring
4. Present road-show
The
road-show is presented to institutional
investors around the country
The road-show allows firms to raise interest in
the company and thus the price
Allows the firm and its underwriters to gather
information from potential purchasers
5. Price the securities
How
much to charge for giving away a part of
the firm is very important to the issuers
The securities are priced based on the value of
the company and expected demand for the
securities
Examples of valuation methods:
Net Present Value
Earnings/Price ratios
6. Sell the securities
A full-fledged
selling effort gets under way on
the effective date of the registration statement
A final prospectus must accompany the
delivery of securities
Average IPO returns over last 5 years
1996:
1997:
1998:
1999:
2000:
23%
24%
37%
276%
-7%
The End
Any Questions???