What Is an IPO?
An initial public offering (IPO) refers to the process of offering shares of a private corporation to the public in a new stock issuance. Public share issuance allows a company to raise capital from public investors. The transition from a private to a public company can be an important time for private investors to fully realize gains from their investment as it typically includes share premiums for current private investors. Meanwhile, it also allows public investors to participate in the offering.
A company planning an IPO will typically select an underwriter or underwriters. They will also choose an exchange in which the shares will be issued and subsequently traded publicly.
The term initial public offering (IPO) has been a buzzword on Wall Street and among investors for decades. The Dutch are credited with conducting the first modern IPO by offering shares of the Dutch East India Company to the general public. Since then, IPOs have been used as a way for companies to raise capital from public investors through the issuance of public share ownership. Through the years, IPOs have been known for uptrends and downtrends in issuance. Individual sectors also experience uptrends and downtrends in issuance due to innovation and various other economic factors. Tech IPOs multiplied at the height of the dot-com boom as startups without revenues rushed to list themselves on the stock market. The 2008 financial crisis resulted in a year with the least number of IPOs. After the recession following the 2008 financial crisis, IPOs ground to a halt, and for some years after, new listings were rare. More recently, much of the IPO buzz has moved to a focus on the so-called unicorns—startup companies that have reached private valuations of more than $1 billion.
Investors and the media heavily speculate on these companies and their decision to go public via an IPO or stay private.
Initial Public Offering (IPO) Explained
Understanding an IPO
Prior to an IPO, a company is considered private. As a private company, the business has grown with a relatively small number of shareholders including early investors like the founders, family, and friends along with professional investors such as venture capitalists or angel investors.
When a company reaches a stage in its growth process where it believes it is mature enough for the rigors of SEC regulations along with the benefits and responsibilities to public shareholders it will begin to advertise its interest in going public. Typically, this stage of growth will occur when a company has reached a private valuation of approximately $1 billion, also known as unicorn status. However, private companies at various valuations with strong fundamentals and proven profitability potential can also qualify for an IPO, depending on the market competition and their ability to meet listing requirements.
An IPO is a big step for a company. It provides the company with access to raising a lot of money. This gives the company a greater ability to grow and expand. The increased transparency and share listing credibility can also be a factor in helping it obtain better terms when seeking borrowed funds as well.
IPO shares of a company are priced through underwriting due diligence. When a company goes public, the previously owned private share ownership converts to public ownership and the existing private shareholders’ shares become worth the public trading price. Share underwriting can also include special provisions for private to public share ownership. Generally, the transition from private to public is a key time for private investors to cash in and earn the returns they were expecting. Private shareholders may hold onto their shares in the public market or sell a portion or all of them for gains.
Meanwhile, the public market opens up a huge opportunity for millions of investors to buy shares in the company and contribute capital to a company’s shareholders' equity. The public consists of any individual or institutional investor who is interested in investing in the company. Overall, the number of shares the company sells and the price for which shares sell are the generating factors for the company’s new shareholders' equity value. Shareholders' equity still represents shares owned by investors when it is both private and public, but with an IPO the shareholders' equity increases significantly with cash from the primary issuance.
Underwriters and the IPO Process
An IPO comprehensively consists of two parts. The first is the pre-marketing phase of the offering, while the second is the initial public offering itself. When a company is interested in an IPO, it will advertise to underwriters by soliciting private bids or it can also make a public statement to generate interest. The underwriters lead the IPO process and are chosen by the company. A company may choose one or several underwriters to manage different parts of the IPO process collaboratively. The underwriters are involved in every aspect of the IPO due diligence, document preparation, filing, marketing, and issuance.
Steps to an IPO include the following:
- Underwriters present proposals and valuations discussing their services, the best type of security to issue, offering price, amount of shares, and estimated time frame for the market offering.
- The company chooses its underwriters and formally agrees to underwriting terms through an underwriting agreement.
- IPO teams are formed comprising underwriters, lawyers, certified public accountants, and Securities and Exchange Commission experts.
- Information regarding the company is compiled for required IPO documentation.
a. The S-1 Registration Statement is the primary IPO filing document. It has two parts: The prospectus and privately held filing information. The S-1 includes preliminary information about the expected date of the filing. It will be revised often throughout the pre-IPO process. The included prospectus is also revised continuously.
- Marketing materials are created for pre-marketing of the new stock issuance.
a. Underwriters and executives market the share issuance to estimate demand and establish a final offering price. Underwriters can make revisions to their financial analysis throughout the marketing process. This can include changing the IPO price or issuance date as they see fit.
b. Companies take the necessary steps to meet specific public share offering requirements. Companies must adhere to both exchange listing requirements and SEC requirements for public companies.
- Form a board of directors.
- Ensure processes for reporting auditable financial and accounting information every quarter.
- The company issues its shares on an IPO date.
a. Capital from the primary issuance to shareholders is received as cash and recorded as stockholders' equity on the balance sheet. Subsequently, the balance sheet share value becomes dependent on the company’s stockholders' equity per share valuation comprehensively.
- Some post-IPO provisions may be instituted.
a. Underwriters may have a specified time frame to buy an additional amount of shares after the initial public offering date.
b. Certain investors may be subject to quiet periods.
- An initial public offering refers to the process of offering shares of a private corporation to the public in a new stock issuance.
- Companies must meet requirements by exchanges and the SEC to hold an initial public offering.
- IPOs provide companies with an opportunity to obtain capital by offering shares through the primary market.
- Companies hire investment banks to market, gauge demand, set the IPO price and date, and more.
- An IPO can be seen as an exit strategy for the company’s founders and early investors, realizing the full profit from their private investment.
Corporate Finance Advantages
The primary objective of an IPO is to raise capital for a business. It can also come with other advantages.
- The company gets access to investment from the entire investing public to raise capital.
- Facilitates easier acquisition deals (share conversions). Can also be easier to establish the value of an acquisition target if it has publicly listed shares.
- Increased transparency that comes with required quarterly reporting can usually help a company receive more favorable credit borrowing terms than as a private company.
- A public company can raise additional funds in the future through secondary offerings because it already has access to the public markets through the IPO.
- Public companies can attract and retain better management and skilled employees through liquid stock equity participation (e.g. ESOPs). Many companies will compensate executives or other employees through stock compensation at the IPO.
- IPOs can give a company a lower cost of capital for both equity and debt.
- Increase the company’s exposure, prestige, and public image, which can help the company’s sales and profits.
IPO Disadvantages and Alternatives
Companies may confront several disadvantages to going public and potentially choose alternative strategies. Some of the major disadvantages include the following:
- An IPO is expensive, and the costs of maintaining a public company are ongoing and usually unrelated to the other costs of doing business.
- The company becomes required to disclose financial, accounting, tax, and other business information. During these disclosures, it may have to publicly reveal secrets and business methods that could help competitors.
- Significant legal, accounting, and marketing costs arise, many of which are ongoing.
- Increased time, effort, and attention required of management for reporting.
- The risk that required funding will not be raised if the market does not accept the IPO price.
- There is a loss of control and stronger agency problems due to new shareholders who obtain voting rights and can effectively control company decisions via the board of directors.
- There is an increased risk of legal or regulatory issues, such as private securities class action lawsuits and shareholder actions.
- Fluctuations in a company's share price can be a distraction for management which may be compensated and evaluated based on stock performance rather than real financial results.
Having public shares available requires significant effort, expenses, and risks that a company may decide not to take. Remaining private is always an option. Instead of going public, companies may also solicit bids for a buyout. Additionally, there can be some alternatives that companies may explore.
A direct listing is when an IPO is conducted without any underwriters. Direct listings skip the underwriting process, which means the issuer has more risk if the offering does not do well, but issuers also may benefit from a higher share price. A direct offering is usually only feasible for a company with a well-known brand and an attractive business.
In a Dutch auction, an IPO price is not set. Potential buyers are able to bid for the shares they want and the price they are willing to pay. The bidders who were willing to pay the highest price are then allocated the shares available. In 2004, Alphabet (GOOG) conducted its IPO through a Dutch auction. Other companies like Interactive Brokers Group (IBKR), Morningstar (MORN), and The Boston Beer Company (SAM) also conducted Dutch auctions for their shares rather than a traditional IPO.
Investing in IPOs
When a company decides to raise money via an IPO it is only after careful consideration and analysis that this particular exit strategy will maximize the returns of early investors and raise the most capital for the business. Therefore, when the IPO decision is reached, the prospects for future growth are likely to be high, and many public investors will line up to get their hands on some shares for the first time. IPOs are usually discounted to ensure sales, which makes them even more attractive, especially when they generate a lot of buyers from the primary issuance.
Initially, the price of the IPO is usually set by the underwriters through their pre-marketing process. At its core, the IPO price is based on the valuation of the company using fundamental techniques. The most common technique used is discounted cash flow, which is the net present value of the company’s expected future cash flows. Underwriters and interested investors look at this value on a per share basis. Other methods that may be used for setting the price include equity value, enterprise value, comparable firm adjustments, and more. The underwriters do factor in demand but they also typically discount the price to ensure success on the IPO day.
It can be quite hard to analyze the fundamentals and technicals of an IPO issuance. Investors will watch news headlines but the main source for information should be the prospectus, which is available as soon as the company files its S-1 Registration. The prospectus provides a lot of useful information. Investors should pay special attention to the management team and their commentary as well as the quality of the underwriters and the specifics of the deal. Successful IPOs will typically be supported by big investment banks that have the ability to promote a new issue well.
Overall, the road to an IPO is a very long one. As such, public investors building interest can follow developing headlines and other information along the way to help supplement their assessment of the best and potential offering price. The pre-marketing process typically includes demand from large private accredited investors and institutional investors which heavily influence the IPO’s trading on its opening day. Investors in the public don’t become involved until the final offering day. All investors can participate but individual investors specifically must have trading access in place. The most common way for an individual investor to get shares is to have an account with a brokerage platform that itself has received an allocation and wishes to share it with its clients.
There are several factors that may affect the return from an IPO which is often closely watched by investors. Some IPOs may be overly hyped by investment banks which can lead to initial losses. However, the majority of IPOs are known for gaining in short-term trading as they become introduced to the public. There are a few key considerations for IPO performance.
If you look at the charts following many IPOs, you'll notice that after a few months the stock takes a steep downturn. This is often because of the expiration of the lock-up period. When a company goes public, the underwriters make company insiders such as officials and employees sign a lock-up agreement. Lock-up agreements are legally binding contracts between the underwriters and insiders of the company, prohibiting them from selling any shares of stock for a specified period of time. The period can range anywhere from three to 24 months. Ninety days is the minimum period stated under Rule 144 (SEC law) but the lock-up specified by the underwriters can last much longer. The problem is, when lockups expire, all the insiders are permitted to sell their stock. The result is a rush of people trying to sell their stock to realize their profit. This excess supply can put severe downward pressure on the stock price.
Some investment banks include waiting periods in their offering terms. This sets aside some shares for purchase after a specific period of time. The price may increase if this allocation is bought by the underwriters and decrease if not.
Flipping is the practice of reselling an IPO stock in the first few days to earn a quick profit. It is common when the stock is discounted and soars on its first day of trading.
Closely related to a traditional IPO is when an existing company spins off a part of the business as its own standalone entity, creating tracking stocks. The rationale behind spin-offs and the creation of tracking stocks is that in some cases individual divisions of a company can be worth more separately than as a whole. For example, if a division has high growth potential but large current losses within an otherwise slowly growing company, it may be worthwhile to carve it out and keep the parent company as a large shareholder then let it raise additional capital from an IPO.
From an investor’s perspective, these can be interesting IPO opportunities. In general, a spinout of an existing company provides investors with a lot of information about the parent company and its stake in the divesting company. More information available for potential investors is usually better than less and so savvy investors may find good opportunities from this type of scenario. Spinouts can usually experience less initial volatility because investors have more awareness.
IPOs are known for having volatile opening day returns that can attract investors looking to benefit from the discounts involved. Over the long-term, an IPO's price will settle into a steady value which can be followed by traditional stock price metrics like moving averages. Investors who like the IPO opportunity but may not want to take the individual stock risk may look into managed funds focused on IPO universes. There are a few IPO index funds that can also be a good investment such as the First Trust U.S. Equity Opportunities ETF (FPX).