An Initial Public Offering (IPO) is the process by which a private company first sells its shares to the public to raise capital. It marks the transition of a company from being privately owned to becoming publicly traded on a stock exchange. An IPO is a major milestone for any company and can be an exciting yet complex process.
In this beginner's guide, we will cover the basics of IPOs - what they are, why companies pursue them, how the process works, and key terms to know.
An Initial Public Offering (IPO) marks the first time a privately-owned company offers its shares to the public on a stock exchange to raise equity capital. It allows companies to raise capital from public investors in exchange for ownership stakes.
Up until this point, the company has been funded by its founders, venture capitalists, and other private investors. An IPO allows a company to tap into capital markets and generate funds from public investors.
There are 2 types of IPOs, which are:
1. Fixed Price Offering
In a fixed price offering, the share price is fixed in advance by the company and underwriter based on their assessment of market demand and company fundamentals. Investors can only apply at this pre-set price disclosed in the IPO prospectus.
2. Book Building Offering
In a book building IPO, the company sets a price band (typically 20%) with a floor price (lowest price) and a cap price (highest price) instead of a fixed price. Investors can bid within this price range during the offering process. The final IPO price is discovered based on investor bids received and set within the floor and cap prices.
There are several reasons why a private company may decide to go public. The 5 key reasons why companies do IPOs are:
1. Raise capital - This is the primary motive for most companies. An IPO generates large amounts of capital by selling shares to public investors, generating funds for investments, growth plans, operational costs and other expenses. The influx of capital can transform the capabilities of the company.
2. Increase visibility - Going public significantly increases the company's public profile, press coverage, and brand awareness. This enhanced visibility can help attract and retain top talent and business partners.
3. Credibility - The rigorous due diligence and disclosure required for an IPO serves as a stamp of approval and validation for the company. It enhances the firm's reputation in the marketplace as a successful, prestigious enterprise and lends credibility.
4. Liquidity - An IPO provides liquidity for early investors, founders, and employees by enabling them to convert some shares to cash and diversify their holdings. It also creates an active public market for the company's shares going forward.
5. Better Financial Position - An IPO provides substantial capital and liquidity through the sale of shares to the public. This strengthens the company's financial foundations for the future. It enables improved access to financing, better loan terms, and the ability to make strategic investments.
Here are 5 key terms to know for IPOs:
1. Underwriter: An investment bank or financial institution that facilitates the IPO process.
2. Prospectus: A legal document that provides details about the company's business, financials, and risks to potential investors.
3. Lock-Up Period: A period after an IPO during which insiders and major shareholders are restricted from selling their shares.
4. Market Capitalization: The total value of a company's outstanding shares in the stock market.
5. Offering Price: The price at which shares are initially offered to the public.
How does an IPO work?
The process of an IPO involves several key steps, including selecting underwriters, filing registration documents with regulatory authorities, pricing the offering, and finally listing on a stock exchange.
1. Hiring an investment bank - A company selects one or more investment banks to serve as underwriters for the IPO. These banks provide advisory services on regulatory and listing requirements, valuation, pricing, marketing, and managing the offering.
2. Due diligence and filings - The underwriters conduct in-depth due diligence on the company's business model, financials, management, etc. The Legal and accounting teams prepare and file the requisite prospectus and documents with the market regulator.
3. Marketing the offering - The underwriters and company management hold meetings, roadshows, and promotions to gauge demand and build interest among potential investors.
4. Pricing the shares - The offer price is set just before the start of trading based on demand indicated by institutional and retail investors during the book building process.
5. Allocating shares - The underwriters allocate shares to investor accounts based on the subscription levels and interest indicated. Priority is given to key institutional investors.
6. Trading begins - Once the regulatory review is completed and share allocation is finalized, the company's shares start trading publicly on the stock exchanges.
The Initial Public Offering (IPO) journey represents a pivotal moment for private companies, opening doors to growth and expansion in the public market arena. An IPO opens the door for an emerging growth company to tap into public markets for capital. As businesses embark on this transformative path, they must navigate regulatory complexities, market nuances, and strategic decisions with precision and foresight.
IPOs serve as a testament to innovation, ambition, and progress, forging connections between private enterprises and public investors. Transitioning with resilience and strategic vision, companies establish the foundation for a future characterized by growth, prosperity, and enduring success in the dynamic landscape of capital markets.
1. Are IPOs worth investing in?
IPOs can be highly profitable but are also risky as there is a lot of uncertainty about the company's real value. It is advised to conduct extensive research before investing in any IPO.
2. Are IPOs profitable?
Many IPOs generate strong returns, especially on the first day of trading, if you get share allocations at the IPO price. However, some IPOs flop or underperform over time. Evaluate each IPO individually based on merit.
3. Are IPOs a good investment?
IPOs allow you to invest in new, rapidly growing companies early on. However, many speculative, unproven companies also go public. Carefully assess the business model, company financials, and valuation before investing. Allocate only a small portion of your portfolio to IPOs.
4. Why is an IPO done?
Companies go public through an IPO to raise capital, provide liquidity to existing shareholders, enhance their profile, incentivize employees, and use stock as acquisition currency.