An initial public offering (IPO) is defined as the first offering of shares by a private company to the public. A share is one of a finite number of equal portions of the capital of a company that entitles the shareholder to a proportion of distributed, non-reinvested profits known as dividends, and to a portion of the value of the company in case of liquidation. Shares can be either voting or non-voting, meaning that the shareholder may have the right to vote on the board of directors and thus the corporate policy (Draho, 2004).
The money the private company raises through the issuance of shares is either transferred to the original investors of the company, used to pay-off existing debt, used to finance operating expenses, or, is used to fund future company projects. The ability to conduct an IPO efficiently and effectively encourages entrepreneurship and economic growth through increasing the availability of equity and lowering the cost of equity finance (Kleeburg, 2005). The following report introduces a generic process of an IPO without detailing specifics for an individual country or region.
The advantages and disadvantages of choosing an IPO to raise capital is then discussed followed by an examination of the various pricing and allocation techniques that are commonly adopted in the IPO. The final section uses the 2002 IPO of JetBlue as a case study to demonstrate the accuracy and effectiveness of the discussed pricing techniques. The IPO Process Jenkinson and Ljungqvist (2001) define 5 generic steps that are required to be undertaken in the process of raising equity through an IPO:
Five generic steps undertaken in the process of an IPO Each of the 5 steps are briefly discussed in the following section paying particular attention to the role of the investment bank and the pricing and allocation decision.
The Choice of Market It is important to note that the act of ‘going public’ has two distinct requirements: •Investors who are willing to purchase the shares •Exchange regulatory conditions that companies must meet
Historically, the first aspect of finding investors has not been of great concern, however, given the increasing levels of integration of global financial markets companies are able to select the market that best suits their requirements. The choice of market is therefore essentially focussed on ensuring that there is enough depth within the market so that the company can raise the amount of equity required and that the company is able to comply with the regulations imposed by the stock exchanges and their regulatory bodies (Jenkinson and Ljungqvist, 2001). . 2. Producing a Prospectus The second stage of an IPO is the preparation and lodgement of a prospectus with the market regulatory authorities. A prospectus sets out the terms of the equity issue and provides information on the financial and management performance of the issuing company. It is used to ensure adequate information is provided so that investors can make an informed investment decision (ASX, 2008). Investment banks are usually engaged to assist in the preparation of the prospectus to ensure due diligence has been performed.
Due diligence refers to the process of providing reasonable grounds that there is nothing in the prospectus that is misleading, and typically involves reviewing company contracts and tax returns, visiting company offices and facilities and interviewing company and industry personnel (Draho, 2004). This prospectus usually includes either a fixed price for the offer (where a predetermined price has been established) or an initial price range (a first ‘best guess’ on the price) that have been determined by the investment bank.
With the latter technique the initial price range is usually modified throughout the remaining stages of the IPO (Brau and Fawcett, 2006). Marketing Having produced a prospectus, the next stage is marketing the issue to investors. This marketing can take place in a variety of forms and usually involves a road show, where the issuing firm and the investment bank conduct presentations to a high concentration of institutional investors. Where the offer price has already been established (i. e. fixed price offering) the main purpose of the marketing stage is to elicit bids from investors. Where an indicative price range has been given, the key purpose is to produce expressions of interest and thus begin the process of book building. Book building encompasses the collating of non-legally binding offers of price and quantity that is used to develop a demand curve and thus a more accurate price range for the subscription (Geddes, 2003). An important aspect that influences the marketing technique is the role of the investment bank as the underwriter.
Underwriting can be in the form of a firm commitment, where the investment bank accepts the risk of the issue by agreeing to purchase any securities that had not been subscribed, or on a best efforts basis, where the investment bank agrees to only use its expertise to sell the securities to the best of their abilities (Jenkinson and Ljungqvist, 2001). Pricing and Allocation Where a fixed priced is initially established, it is typical for either heavy over or under subscription to occur.
In these cases, allocation methods such as pro rata allocation, retail investor bias allocation or random allocation are utilised depending on the policies imposed by the market regulators (Jenkinson and Ljungqvist, 2001). Where book building has occurred, if the issue is oversubscribed the allocation is typically based on either a common strike price (where a single price is quoted and allocation is based on the amount of information contained in the bid and/or the investor reputation), or, allocation and pricing starting from the highest bid downward until the issue demand is fully met (Draho, 2004). After the IPO Once the final pricing and allocation decisions have been made, trading in the shares usually commences within a few days. In some countries it is typical for the investment bank to be involved in a price stabilisation process where the principal purpose is to protect the downward price pressure once trading begins.
This process of price stabilisation is usually linked with the granting of an over-allotment option (typically 15% of the total number of shares issued) which have usually been sold during the marketing process (Geddes, 2003). 3. Advantages / Disadvantages of the IPO Decision There are considerable advantages with obtaining equity through the IPO process. There are, however, some drawbacks that also need to be taken into consideration.
Jetblue Ipo Pricing. (2017, Dec 25). Retrieved from https://paperap.com/paper-on-jetblue-ipo-pricing/