Underwritten Public Offering Explained Step by Step

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An underwritten public offering is a type of initial public offering (IPO) where an investment bank or underwriter agrees to purchase a portion of the company's shares and sell them to the public at a set price.

The underwriter's role is to help the company raise capital by buying and selling the shares. They do this by conducting a thorough analysis of the company's financials and market conditions to determine a fair price for the shares.

The underwriter will also set a price range for the IPO, which will be higher than the minimum price at which the shares can be sold to the public. This price range is typically set between $10 and $20 per share, but can vary depending on the company's financials and market conditions.

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IPO Process Overview

The IPO process can take anywhere from six months to over a year to complete.

A company going public via an IPO process must undertake several steps. The first step is to select a bank.

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The IPO process involves a significant amount of paperwork and due diligence, which can take several months to complete.

The due diligence and filings step is a crucial part of the IPO process, and it can take several months to complete.

The pricing step is where the company sets the price of its shares, which can be a complex and delicate process.

The pricing process can be influenced by various factors, including market conditions and investor demand.

The stabilization step is where the underwriters work to maintain the price of the shares after the IPO.

The transition step is where the company makes the final preparations for its listing on the stock exchange.

Here are the steps involved in the IPO process:

  1. Select a bank
  2. Due diligence and filings
  3. Pricing
  4. Stabilization
  5. Transition

IPO Process Steps

The IPO process can take anywhere from six months to over a year to complete, involving several key steps.

To go public, a company must select a bank, which is chosen based on reputation, quality of research, industry expertise, distribution, and prior relationship with the bank.

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The company must also undergo due diligence and filings, and then determine the offer price, which is affected by the success of roadshows, the company's goal, and the condition of the market economy.

Here are the steps involved in the IPO process:

Due Diligence and Regulatory Filings

Due diligence and regulatory filings are crucial steps in the IPO process. This process can take anywhere from six months to over a year to complete. The company must undertake thorough due diligence and filings to ensure compliance with regulatory requirements.

The company will need to provide detailed financial information, business operations, and other relevant data to the relevant authorities. This information will be used to assess the company's financial health and stability. Due diligence and filings are essential to build investor confidence and ensure a smooth IPO process.

The IPO process typically involves a period of due diligence and filings that can last several months. This period can be lengthy and requires careful planning and execution.

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Step 2: Pricing

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The effective date of the IPO is decided after it's approved by the SEC. The issuing company and the underwriter then decide the offer price and the number of shares to be sold.

The offer price is crucial because it determines how much capital the issuing company raises for itself. The company's goal and the condition of the market economy are two factors that affect the offering price.

The success or failure of the roadshows also plays a significant role in determining the offer price. If an IPO is underpriced, it's often done to ensure the issue is fully subscribed or oversubscribed by public investors.

An underpriced IPO can increase the demand for the issue, and it compensates investors for the risk they take by investing in the IPO. An offer that's oversubscribed two to three times is considered a "good IPO."

Step 3: Pricing

The pricing of an IPO is a crucial step that involves deciding the offer price and the number of shares to be sold. This decision is made by the issuing company and the underwriter on the day before the effective date.

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The offer price is determined by several factors, including the success or failure of the roadshows, the company's goal, and the condition of the market economy. The issuing company wants to raise capital at the best possible price.

The underpricing of an IPO is common to ensure that the issue is fully subscribed or oversubscribed by public investors. This means that the investors expect the price of the shares to rise on the offer day, increasing demand for the issue.

Underpricing also compensates investors for the risk they take by investing in the IPO. An offer that is oversubscribed two to three times is considered a good IPO.

Here are the factors that affect the offering price:

  • The success/failure of the roadshows (as recorded in the order books)
  • The company's goal
  • Condition of the market economy

If an IPO is underpriced, investors expect a rise in the price of the shares on the offer day, which increases demand for the issue.

Step 4: Stabilization

During the stabilization process, the underwriter steps in to correct order imbalances by purchasing shares at the offering price or below it.

The underwriter has a short window to carry out stabilization activities, but within this timeframe, they have the freedom to trade and influence the price of the issue.

This freedom from price manipulation prohibitions is only temporary, and the underwriter's actions during this period can significantly impact the market.

Example of IPO

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Dutch Bros recently announced a $300 million underwritten public offering of Class A common stock.

The underwriters have a 30-day option to purchase up to $45 million of additional shares, subject to market and other conditions.

This is not Dutch Bros' first time going public, as they also completed a $556.8 million IPO in September 2021.

Cooley advised Dutch Bros on both the recent offering and the 2021 IPO.

Cooley has a team of nearly 1,400 lawyers across 18 offices in the United States, Asia, and Europe.

Investment and Trading

In an underwritten public offering, the underwriter is responsible for purchasing the entire issue of securities from the issuer.

The underwriter then resells these securities to the public, often at a markup to generate a profit.

The underwriter's profit is typically around 7% of the total issue price, as seen in the example of XYZ Corporation's underwritten public offering, where the underwriter earned a profit of $1.5 million on a $22 million issue.

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ProQR Therapeutics, a biopharmaceutical company, is offering $75,000,000 of its ordinary shares in an underwritten public offering.

The company plans to use the net proceeds from the offering to fund ongoing research and development activities and for working capital and other general corporate purposes.

Citigroup, Evercore ISI, and RBC Capital Markets are acting as joint bookrunners for the offering, which is subject to market conditions and other closing conditions.

A shelf registration statement relating to the offered ordinary shares was filed with the Securities and Exchange Commission (SEC) on October 2, 2015, and declared effective on October 19, 2015.

You can obtain a preliminary prospectus supplement and the accompanying prospectus relating to the offering from Citigroup Global Markets Inc., Evercore ISI, or RBC Capital Markets.

ProQR Therapeutics is dedicated to creating transformative RNA medicines for the treatment of severe genetic rare diseases, including Leber’s congenital amaurosis 10, dystrophic epidermolysis bullosa, and cystic fibrosis.

Since 2012, the company has been working on its unique proprietary RNA repair platform technologies to grow its pipeline with patients and loved ones in mind.

Expand your knowledge: Public Offering of Common Shares

Transition to Market Competition

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The transition to market competition is a crucial stage in the IPO process that starts 25 days after the initial public offering.

This 25-day period is mandated by the SEC as a "quiet period" during which investors rely on the company's disclosures and prospectus for information.

Once the quiet period ends, investors begin to rely on market forces for information about the company's shares.

During this time, underwriters can provide estimates on the company's earnings and valuation.

After the 25-day period lapses, underwriters assume the roles of advisor and evaluator, guiding investors in their decisions.

The transition to market competition marks a significant shift in the way investors approach the company's shares, from relying on mandated disclosures to making informed decisions based on market data.

Metrics for Successful IPO Process

Metrics for a Successful IPO Process are well-defined, and understanding them is crucial for investors and companies alike.

The IPO is considered successful if the company's market capitalization is equal to or greater than that of industry competitors within 30 days of the initial public offering.

Market capitalization is calculated by multiplying the stock price by the total number of the company's outstanding shares.

The IPO is considered successful if the difference between the offering price and the market capitalization of the issuing company 30 days after the IPO is less than 20%.

Matthew McKenzie

Lead Writer

Matthew McKenzie is a seasoned writer with a passion for finance and technology. He has honed his skills in crafting engaging content that educates and informs readers on various topics related to the stock market. Matthew's expertise lies in breaking down complex concepts into easily digestible information, making him a sought-after writer in the finance niche.

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