2020 has been an interesting year. On one hand we had the pandemic wreaking a havoc on economy & people of most countries. On the other hand, we saw so many IPO’s happen in such a choppy market. I would have imagined companies might be hesitant to go public earlier. But we have seen the exact opposite. With this in mind, I wanted to walk through all steps of an ipo process. This can help you to understand how IPO’s work. At the end I also discuss how to invest in IPO’s at offering price before it opens to everyone in market.
What is an IPO?
By default, most companies are privately held. They could obtain funding from family, founders, private equity investors, venture capitalists etc. Most companies start this way. Then they start growing, making more revenue year after year.
Eventually they reach a stage where they want to get more capital to grow further. Private investors until this point might want to cash out. Get rewarded for their initial investments etc. Sometimes it’s to just bring down debt, compete better, reward employees etc. At this point the private company would try to go public. This act of going public from a private status is the quintessential IPO process.
As part of ipo process, the private company can choose to issue/sell a portion(20-30%) of their company and raise cash/capital. Whatever be the reason and how much ever be the portion a company wants to list, they go through an ipo process which we will discuss next.
IPO Process Timeline
These are firms like Goldman, Morgan Stanley etc. which provide a team of accountants and managers to guide the private company through the ipo process. They will set the accurate price at which to sell shares, make sure everything happens according to SEC regulations.
After underwriting banks are chosen, they need to file multiple documents. Biggest one is the S-1 statement. This has information about past audit financial statements. Company and business overview, risk factors etc. This usually happens about 3 months before the IPO date. This document also gets changed during the next steps as more information becomes clear. SEC’s job is to make sure there is no inaccurate information before approving these documents.
Private company & the underwriters give presentations to institutional investors (hedge funds, pension funds, banks, credit unions etc). Since they have much more capital to buy more quantity of shares of the private company. They might also put these presentations online for retail investors (like me & you) to look at. This step is all about creating a buzz. Gauging the level of interest/demand. At the end underwrites have an idea about where to price the IPO and how many shares to sell.
At this stage of ipo process the underwriters and private company come up with an effective date. The date on which shares will start trading publicly. A day before effective date, they also come up with the price at which shares will be sold and how many. This depends on success or failure of roadshow.
The main goal of the underwriters is to make sure they price it high enough so that private company gets enough money by selling the shares. At the same time, there is still possibility of them going up so that retail investors like me and you buy them once its public. So, creating a demand. This usually happens a day before the effective date.
Underwrites will meet with their clients like brokers, banks and hedge funds who will express interest in buying big number of shares of the private company during ipo process. The brokers and banks in turn would have asked their biggest clients to give them an indication of interest on how many shares they want to buy(during roadshow or soon after).
Soon after pricing the IPO, these brokers will ask their biggest clients who earlier gave an interest to buy, to confirm if they want to purchase these IPO shares at the offering price determined by the underwriter. If they say yes, then their interest gets converted to an order and their broker tries to get them the shares allocated at offering price.
The effective date/offering date is the first time when the private company starts trading publicly. If the underwriters created enough buzz, priced the shares appropriately, you get demand from the market which results in a pop on the prices at opening. Usually opening price is little higher that the offering price. This is usually when you and me get to buy the new public company stock.
Now this is usually about a 25-day period after the IPO effective date. During this period, underwriters can manipulate the market price. Let’s say if the offering price was 20$ and company issued 20million shares. Now, if there is not enough demand, the stock price may start going below 20$. This doesn’t bode well for newly public company. The underwriters have the option to issue 23 million shares (3million extra). If the price doesn’t go up, they can place a purchase order to create additional demand to drive price upwards or keep it at 20$. This is a very short-term action and only allowed within first few days of a company being public.
How do retail investors get in at Offering Price during IPO Process?
As you can see the IPO process is geared to sell shares to institutional investors. They have the biggest pockets and bring more fees to brokers and banks. Without them buying the large number of shares of the private company, there is not much demand us retail investors can fulfill. However, for some IPO’s underwriter might issue 90% of the shares for institutional and another 10% for retail investors. This completely depends on the underwriter, number of shares they want to issue, demand etc. When this happens there is a very small chance retail investors will get to buy some IPO stock at offering price. In the above-mentioned IPO process, this happens before and right after pricing stage. You need to make sure you do the following:
- Need to have an account with a broker that has access to IPO’s. Morgan Stanley, Goldman Sachs, Citi & J. P Morgan are the biggest underwriters. So, having a brokerage account at one of these places helps. Last I checked, Schwab doesn’t offer any IPO’s. Fidelity does have a deal to allow retail investors to get in with a few underwriters.
- After this, you need to check with your broker if you need to apply and what are the requirements to participate in IPO’s. Fidelity requires you to have from 100-500K in assets with them.
- If you are eligible, when the S-1 comes out, its possible your broker asks you to show your interest. At this point, you can say you want x number of shares. This is just expressing interest. Its not an order.
- Then on the pricing date/effective date, the broker can send you another notification with the offering price and asking you to confirm your interest. This is when it becomes an order. Then overnight the broker will try and get you the shares at offering price. You may or may not get same number as your order. All depends on how many shares your broker had available.
- You are still getting in before the stock is available to normal public next day. So, there is a chance you get to ride a pop that most people expect. But, remember its possible shares can go down if the IPO was a bust and then you are left holding your allotted shares with some loss.
Buying pre-IPO shares in secondary market with services like Equity Zen/SharesPost/Second Market
This is lesser known, way more risky way of obtaining shares in pre-ipo private companies on secondary market. In most cases, these 3rd party companies invest on your behalf. They have their own rules like you have to be an accredited investor, lock your money for 2-5 years. Some have a minimum like 10K USD to invest etc. Most of the times these also have 5+ % in fees etc. So be very aware of the risks when going this route. Here are some reviews of Equity Zen, Second Market.
Important dates to remember just after IPO
Usually after the IPO, SEC requires analysts some of which might be of the underwriting banks to not publish any research reports for 20-30 days. This avoids any chance of them publishing rosy reports to drive the price higher in initial days of trading.
During the ipo process, underwriters and management of the company might choose a 3 to 24 months period during which employees, insiders /early investors cannot sell their shares. Each IPO has its own lockup period. However, employees and insiders rush to sell shares as soon as the lock up window expires. This creates a selling pressure on the stock.
My thoughts on IPO’s
As we have seen through out the IPO process timeline, each stage is geared towards making as much money as possible for the private company. The more money they get, more commissions underwriters get. Institutional investors get the shares at offering price and very few high net worth individuals might get some allocation at offering price. Everyone like me and you will mostly have the option to only buy it in public markets on offering date at open price.
Not only this, but in recent years private equity investors have funded private companies for long without going public. They pump in millions and billions of dollars in companies to take their valuations to multiple billions of dollars. Uber IPO’ed at around 70 billion. Alibaba at 230 billion. Facebook at 104 billion. Most of these companies fell in value after their IPO’s. Then regained afterwards. Contrast this to CMG which IPO’ed at 540 million in 2006. IPO’ing at smaller valuation allowed investors to get in and reap rewards in the long run. Its grown more than 20 times its IPO valuation. But for BABA and FB to grow 20 plus times would mean them reaching more than 2 trillion in valuation.
So my approach with most IPO’s has been to pass on them especially in first few days/months. Let the lockup expire. Then see if I want to invest or not. What is your approach to IPO’s ? Let me know in comments below.Embed from Getty Images