Securities: Publicly Traded Companies

Publicly Traded Companies

Overview

When a private firm decides that it wishes to raise capital from a wide range of investors, it may decide to go public. This means that it will sell its securities to the general public and allow those investors to freely trade those shares in established securities markets. The first issue of shares to the general public is called the firm’s initial public offering, or IPO. Later, the firm may go back to the public and issue additional shares. A seasoned equity offering is the sale of additional shares in firms that already are publicly traded. For example, a sale by Apple of new shares of stock would be considered a seasoned new issue.

Underwriters and Syndicate

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. When the statement is in final form and accepted 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. In addition to the spread, the investment banker also may receive shares of common stock or other securities of the firm.

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 2 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.

Initial Public Offerings (IPOs)

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. The book provides valuable information to the issuing firm because institutional investors often will have useful insights about the market demand for the security as well as the prospects of the firm and its competitors. Investment bankers frequently 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.

Pricing and Underpricing

Shares of IPOs are allocated across investors in part based on the strength of each investor’s expressed interest in the offering. 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 explicit costs of an IPO tend to be around 7% of the funds raised, but underpricing should be viewed as another cost of the issue. While not all IPOs are underpriced, the phenomenon seems to be universal. IPOs have typically attractive first-day returns, but they have been poor long-term investments.

Other IPOs 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 price risk for an underwritten issue.

This article takes inspiration from a lesson found in FIN 4504 at the University of Florida.