What is 'Follow-On Offering'

A follow-on offering (FPO) is an issuance of stock shares following a company's initial public offering (IPO).  There are two types of follow-on offerings, diluted and non-diluted.  A diluted follow-on offering results in the company issuing new shares which cause the lowering a company's earnings per share (EPS). During a non-diluted follow-on offering, shares coming into the market already existed and the EPS remains unchanged. Companies offering additional shares must register the FPO offering and provide a prospectus to regulators.

BREAKING DOWN 'Follow-On Offering'

Pricing Follow-On Offering Shares

An initial public offering IPO bases its price on the health and performance of the company and the price the company hopes to achieve per share during the initial offering. The pricing of a follow-on offering is market-driven. Since the stock is already publicly traded, investors have a chance to value the company before buying. The price of follow-on shares is usually at a discount to the current, closing market price. Also, FPO buyers need to understand that investment banks directly working on the offering will tend to focus on marketing efforts rather than purely on valuation.

Types of Follow-On Offerings

A follow-on offering can be either diluted or non-diluted. Diluted follow-on offerings happen when a company issues additional shares to raise funding and offer those shares to the public market. As the number of shares increase, the earnings per share (EPS) decrease.  The funds raised during an FPO is most frequently allocated to reduce debt or change a company's capital structure. The infusion of cash is good for the long-term outlook of the company, and thus its shares.

Non-diluted follow-on offerings happen when holders of existing, privately held shares bring previously issued shares to the public market for sale. Cash proceeds from non-diluted sales go directly to the shareholders placing the stock into the open market. In many cases, these shareholders are typically company founders, Board of Director members, or pre-IPO investors and not to the company. Since no new shares are issued, the company's EPS remains unchanged. Non-diluted follow-on offerings are also called secondary market offerings.

An Example of a Follow-On Offering

In 2013, Rocket Fuel announced that it would sell an additional 5 million shares in a follow-on offering.  A strong 2013 fourth quarter and a desire to capitalize on its high share price by raising additional funding prompted the move. Rocket Fuel planned to sell 2 million shares, with existing shareholders selling approximately 3 million shares. Additionally, underwriters had an option to purchase 750,000 shares in the follow-on offering.

The deal came in at $34 a share. In the month following the offering, the company's public shares were valued at $44. Those who purchased equity in the follow-on offering realized gains close to 30% in a single month.

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