what is the first sale of a companys stock to the general public called?

Blazon of securities offer

An initial public offer (IPO) or stock launch is a public offering in which shares of a visitor are sold to institutional investors^[1] and usually also retail to (individual) investors.^[two] An IPO is typically underwritten past one or more than investment banks, who also adjust for the shares to be listed on one or more stock exchanges. Through this process, colloquially known every bit floating, or going public, a privately held company is transformed into a public company. Initial public offerings can exist used to raise new disinterestedness capital for companies, to monetize the investments of private shareholders such as company founders or individual disinterestedness investors, and to enable easy trading of existing holdings or future uppercase raising by condign publicly traded.

After the IPO, shares are traded freely in the open up market at what is known as the free float. Stock exchanges stipulate a minimum free float both in absolute terms (the total value as adamant past the share price multiplied by the number of shares sold to the public) and as a proportion of the full share capital (i.east., the number of shares sold to the public divided by the full shares outstanding). Although IPO offers many benefits, there are besides significant costs involved, importantly those associated with the procedure such equally banking and legal fees, and the ongoing requirement to disembalm important and sometimes sensitive information.

Details of the proposed offering are disclosed to potential purchasers in the form of a lengthy certificate known every bit a prospectus. Well-nigh companies undertake an IPO with the assistance of an investment banking firm acting in the chapters of an underwriter. Underwriters provide several services, including help with correctly assessing the value of shares (share price) and establishing a public market for shares (initial sale). Alternative methods such every bit the Dutch auction have also been explored and applied for several IPOs.

History [edit]

The earliest form of a visitor which issued public shares was the case of the publicani during the Roman Republic. Like modern joint-stock companies, the publicani were legal bodies independent of their members whose buying was divided into shares, or partes. In that location is evidence that these shares were sold to public investors and traded in a type of over-the-counter marketplace in the Forum, near the Temple of Castor and Pollux. The shares fluctuated in value, encouraging the activeness of speculators, or quaestors. Mere prove remains of the prices for which partes were sold, the nature of initial public offerings, or a description of stock market beliefs. Publicani lost favor with the fall of the Republic and the rise of the Empire.^[3]

In the early on modern period, the Dutch were financial innovators who helped lay the foundations of mod financial systems.^[4] ^[5] The first modern IPO occurred in March 1602 when the Dutch Eastward Bharat Company offered shares of the company to the public to enhance capital. The Dutch Eastward India Visitor (VOC) became the first visitor in history to consequence bonds and shares of stock to the general public. In other words, the VOC was officially the first publicly traded company, because information technology was the offset visitor to exist ever actually listed on an official stock commutation. While the Italian city-states produced the first transferable government bonds, they did non develop the other ingredient necessary to produce a fully-fledged capital letter market: corporate shareholders. As Edward Stringham (2015) notes, "companies with transferable shares date back to classical Rome, merely these were usually not enduring endeavors and no considerable secondary market existed (Neal, 1997, p. 61)."^[vi]

In the United States, the outset IPO was the public offering of Banking company of N America effectually 1783.^[7]

Advantages and disadvantages [edit]

Advantages [edit]

When a visitor lists its securities on a public commutation, the coin paid by the investing public for the newly issued shares goes directly to the company (primary offering) as well as to whatever early private investors who opt to sell all or a portion of their holdings (secondary offerings) as office of the larger IPO. An IPO, therefore, allows a company to tap into a wide pool of potential investors to provide itself with capital for future growth, repayment of the debt, or working capital letter. A company selling common shares is never required to repay the upper-case letter to its public investors. Those investors must endure the unpredictable nature of the open up marketplace to toll and trade their shares. After the IPO, when shares are traded in the market, money passes between public investors. For early private investors who cull to sell shares as part of the IPO process, the IPO represents an opportunity to monetize their investment. After the IPO, once shares are traded in the open up market, investors holding large blocks of shares can either sell those shares piecemeal in the open up market or sell a large block of shares directly to the public, at a stock-still price, through a secondary market offering. This blazon of offering is not dilutive since no new shares are being created. Stock prices tin can change dramatically during a company's first days in the public marketplace.^[8]

One time a company is listed, it is able to result additional common shares in a number of dissimilar ways, ane of which is the follow-on offering. This method provides capital for various corporate purposes through the issuance of equity (see stock dilution) without incurring any debt. This power to quickly raise potentially big amounts of capital letter from the marketplace is a primal reason many companies seek to go public.

An IPO accords several benefits to the previously individual company:

Enlarging and diversifying disinterestedness base
Enabling cheaper access to capital letter
Increasing exposure, prestige, and public image
Alluring and retaining amend management and employees through liquid equity participation
Facilitating acquisitions (potentially in return for shares of stock)
Creating multiple financing opportunities: equity, convertible debt, cheaper bank loans, etc.

Disadvantages [edit]

There are several disadvantages to completing an initial public offering:

Significant legal, accounting, and marketing costs, many of which are ongoing
Requirement to disclose financial and business organisation data
Meaningful time, endeavor, and attention required of management
Risk that required funding volition not be raised
Public broadcasting of data that may be useful to competitors, suppliers and customers.
Loss of command and stronger agency problems due to new shareholders
Increased risk of litigation, including private securities course deportment and shareholder derivative deportment^[9]

Procedure [edit]

IPO procedures are governed by different laws in dissimilar countries. In the U.s.a., IPOs are regulated by the United States Securities and Exchange Commission nether the Securities Human action of 1933.^[10] In the Great britain, the Great britain Listing Authority reviews and approves prospectuses and operates the listing government.^[11]

Planning [edit]

Planning is crucial to a successful IPO. Ane book^[12] suggests the following vii planning steps:

develop impressive management and professional team
grow the company's business with an centre to the public marketplace
obtain audited financial statements using IPO-accepted accounting principles
clean up the company's act
establish antitakeover defenses
develop good corporate governance
create insider bail-out opportunities and take advantage of IPO windows.

Retentivity of underwriters [edit]

IPOs generally involve ane or more investment banks known as "underwriters". The visitor offering its shares, called the "issuer", enters into a contract with a lead underwriter to sell its shares to the public. The underwriter so approaches investors with offers to sell those shares.

A big IPO is usually underwritten past a "syndicate" of investment banks, the largest of which take the position of "lead underwriter". Upon selling the shares, the underwriters retain a portion of the gain every bit their fee. This fee is called an underwriting spread. The spread is calculated equally a discount from the toll of the shares sold (called the gross spread). Components of an underwriting spread in an initial public offer (IPO) typically include the following (on a per-share basis): Managing director's fee, Underwriting fee—earned by members of the syndicate, and the Concession—earned by the broker-dealer selling the shares. The Manager would be entitled to the entire underwriting spread. A member of the syndicate is entitled to the underwriting fee and the concession. A broker-dealer who is not a member of the syndicate but sells shares would receive simply the concession, while the fellow member of the syndicate who provided the shares to that banker-dealer would retain the underwriting fee.^[13] Usually, the managing/lead underwriter, also known as the bookrunner, typically the underwriter selling the largest proportions of the IPO, takes the highest portion of the gross spread, upward to eight% in some cases.

Multinational IPOs may have many syndicates to deal with differing legal requirements in both the issuer'due south domestic market and other regions. For example, an issuer based in the E.U. may be represented by the major selling syndicate in its domestic market place, Europe, in addition to carve up group corporations or selling them for US/Canada and Asia. Unremarkably, the lead underwriter in the head selling group is too the lead bank in the other selling groups.

Because of the wide array of legal requirements and because it is an expensive process, IPOs also typically involve ane or more law firms with major practices in securities law, such as the Magic Circle firms of London and the white-shoe firms of New York City.

Financial historians Richard Sylla and Robert E. Wright have shown that before 1860 most early U.South. corporations sold shares in themselves directly to the public without the assistance of intermediaries like investment banks.^[14] The directly public offering (DPO), every bit they term information technology,^[15] was not washed by auction but rather at a share cost set by the issuing corporation. In this sense, it is the same every bit the fixed cost public offers that were the traditional IPO method in almost non-United states countries in the early 1990s. The DPO eliminated the agency problem associated with offerings intermediated by investment banks.

Allocation and pricing [edit]

The sale (allocation and pricing) of shares in an IPO may take several forms. Common methods include:

Best efforts contract
Firm commitment contract
All-or-none contract
Bought deal

Public offerings are sold to both institutional investors and retail clients of the underwriters. A licensed securities salesperson (Registered Representative in the US and Canada) selling shares of a public offer to his clients is paid a portion of the selling concession (the fee paid past the issuer to the underwriter) rather than by his client. In some situations, when the IPO is not a "hot" issue (undersubscribed), and where the salesperson is the client'south counselor, it is possible that the financial incentives of the advisor and customer may not be aligned.

The issuer usually allows the underwriters an option to increment the size of the offer by up to 15% under a specific circumstance known as the greenshoe or overallotment option. This option is always exercised when the offering is considered a "hot" result, past virtue of being oversubscribed.

In the United states of america, clients are given a preliminary prospectus, known as a cherry-red herring prospectus, during the initial quiet period. The red herring prospectus is so named because of a bold reddish alert statement printed on its front embrace. The warning states that the offering information is incomplete, and may be changed. The actual wording can vary, although virtually roughly follow the format exhibited on the Facebook IPO cherry-red herring.^[sixteen] During the quiet period, the shares cannot exist offered for sale. Brokers can, still, take indications of interest from their clients. At the time of the stock launch, afterward the Registration Statement has get effective, indications of involvement can be converted to buy orders, at the discretion of the buyer. Sales can just exist made through a final prospectus cleared past the Securities and Exchange Commission.

The final step in preparing and filing the final IPO prospectus is for the issuer to retain one of the major financial "printers", who print (and today, also electronically file with the SEC) the registration statement on Form S-1. Typically, training of the terminal prospectus is actually performed at the printer, wherein one of their multiple conference rooms the issuer, issuer's counsel (attorneys), underwriter's counsel (attorneys), the pb underwriter(south), and the issuer's accountants/auditors make terminal edits and proofreading, concluding with the filing of the final prospectus by the financial printer with the Securities and Commutation Committee.^[17]

Before legal actions initiated by New York Chaser General Eliot Spitzer, which after became known equally the Global Settlement enforcement agreement, some large investment firms had initiated favorable inquiry coverage of companies in an effort to help corporate finance departments and retail divisions engaged in the marketing of new bug. The primal issue in that enforcement agreement had been judged in court previously. It involved the disharmonize of interest between the investment banking and assay departments of ten of the largest investment firms in the United states of america. The investment firms involved in the settlement had all engaged in deportment and practices that had immune the inappropriate influence of their inquiry analysts by their investment bankers seeking lucrative fees.^[xviii] A typical violation addressed by the settlement was the case of CSFB and Salomon Smith Barney, which were declared to have engaged in the inappropriate spinning of "hot" IPOs and issued fraudulent research reports in violation of various sections within the Securities Exchange Act of 1934.

Pricing [edit]

A company planning an IPO typically appoints a pb manager, known as a bookrunner, to aid it arrive at an advisable toll at which the shares should be issued. There are 2 primary ways in which the price of an IPO can be determined. Either the company, with the help of its lead managers, fixes a price ("fixed price method"), or the price can be determined through analysis of confidential investor demand data compiled by the bookrunner ("volume building").

Historically, many IPOs have been underpriced. The effect of underpricing an IPO is to generate additional interest in the stock when information technology showtime becomes publicly traded. Flipping, or rapidly selling shares for a turn a profit, can atomic number 82 to significant gains for investors who were allocated shares of the IPO at the offering price. However, underpricing an IPO results in lost potential capital for the issuer. Ane extreme example is theglobe.com IPO which helped fuel the IPO "mania" of the tardily 1990s internet era. Underwritten by Bear Stearns on xiii Nov 1998, the IPO was priced at $9 per share. The share price chop-chop increased i,000% on the opening day of trading, to a high of $97. Selling pressure from institutional flipping eventually drove the stock back downwards, and it closed the day at $63. Although the company did raise almost $xxx billion from the offering, it is estimated that with the level of need for the offering and the book of trading that took place they might have left upwards of $200 one thousand thousand on the table.

The danger of overpricing is also an important consideration. If a stock is offered to the public at a higher price than the market volition pay, the underwriters may have problem meeting their commitments to sell shares. Even if they sell all of the issued shares, the stock may fall in value on the first twenty-four hour period of trading. If and so, the stock may lose its marketability and hence even more of its value. This could issue in losses for investors, many of whom being the most favored clients of the underwriters. Perhaps the best-known example of this is the Facebook IPO in 2012.

Underwriters, therefore, have many factors into consideration when pricing an IPO, and endeavour to reach an offer cost that is low enough to stimulate interest in the stock but high enough to raise an adequate amount of majuscule for the company. When pricing an IPO, underwriters use a variety of fundamental operation indicators and not-GAAP measures.^[19] The process of determining an optimal price unremarkably involves the underwriters ("syndicate") arranging share purchase commitments from leading institutional investors.

Some researchers (Friesen & Swift, 2009) believe that the underpricing of IPOs is less a deliberate human action on the role of issuers and/or underwriters, and more than the outcome of an over-reaction on the part of investors (Friesen & Swift, 2009). I potential method for determining to underprice is through the use of IPO underpricing algorithms.

Dutch auction [edit]

A Dutch sale allows shares of an initial public offering to be allocated based only on toll aggressiveness, with all successful bidders paying the same toll per share.^[20] ^[21] One version of the Dutch auction is OpenIPO, which is based on an sale system designed past economist William Vickrey. This auction method ranks bids from highest to lowest, then accepts the highest bids that permit all shares to be sold, with all winning bidders paying the same price. It is similar to the model used to auction Treasury bills, notes, and bonds since the 1990s. Before this, Treasury bills were auctioned through a discriminatory or pay-what-you-bid auction, in which the various winning bidders each paid the price (or yield) they bid, and thus the various winning bidders did non all pay the same price. Both discriminatory and uniform price or "Dutch" auctions have been used for IPOs in many countries, although only uniform price auctions accept been used so far in the US. Big IPO auctions include Japan Tobacco, Singapore Telecom, BAA Plc and Google (ordered by size of proceeds).

A variation of the Dutch sale has been used to take a number of U.Southward. companies public including Morningstar, Interactive Brokers Group, Overstock.com, Ravenswood Winery, Clean Energy Fuels, and Boston Beer Company.^[22] In 2004, Google used the Dutch sale system for its initial public offer.^[23] Traditional U.S. investment banks take shown resistance to the idea of using an auction process to engage in public securities offerings. The sale method allows for equal admission to the allotment of shares and eliminates the favorable treatment accorded important clients by the underwriters in conventional IPOs. In the face of this resistance, the Dutch auction is still a little used method in U.Due south. public offerings, although there take been hundreds of auction IPOs in other countries.

In determining the success or failure of a Dutch sale, one must consider competing objectives.^[24] ^[25] If the objective is to reduce adventure, a traditional IPO may be more effective because the underwriter manages the process, rather than leaving the outcome in part to random risk in terms of who chooses to bid or what strategy each bidder chooses to follow. From the viewpoint of the investor, the Dutch sale allows everyone equal access. Moreover, some forms of the Dutch auction allow the underwriter to be more active in coordinating bids and even communicating general sale trends to some bidders during the bidding catamenia. Some have likewise argued that a uniform cost auction is more than effective at cost discovery, although the theory behind this is based on the assumption of independent private values (that the value of IPO shares to each bidder is entirely independent of their value to others, even though the shares will before long be traded on the aftermarket). Theory that incorporates assumptions more than advisable to IPOs does not find that sealed bid auctions are an effective form of price discovery, although possibly some modified course of auction might requite a ameliorate result.

In addition to the extensive international evidence that auctions take not been popular for IPOs, in that location is no U.S. evidence to indicate that the Dutch auction fares any improve than the traditional IPO in an unwelcoming market environment. A Dutch sale IPO by WhiteGlove Health, Inc., announced in May 2011 was postponed in September of that year, subsequently several failed attempts to toll. An commodity in the Wall Street Journal cited the reasons as "broader stock-market volatility and doubt nigh the global economy accept fabricated investors wary of investing in new stocks".^[26] ^[27]

Tranquility menstruum [edit]

Nether American securities police, in that location are two-time windows commonly referred to every bit "tranquility periods" during an IPO's history. The commencement and the one linked to a higher place is the period of time following the filing of the company'due south S-1 simply earlier SEC staff declare the registration statement effective. During this time, issuers, company insiders, analysts, and other parties are legally restricted in their ability to talk over or promote the upcoming IPO (U.S. Securities and Exchange Committee, 2005).

The other "quiet period" refers to a period of 10 calendar days following an IPO'due south first day of public trading.^[28] During this time, insiders and any underwriters involved in the IPO are restricted from issuing any earnings forecasts or enquiry reports for the visitor. When the quiet menstruation is over, generally the underwriters will initiate research coverage on the house. A 3-twenty-four hour period waiting period exists for any member that has acted as a director or co-manager in a secondary offering.^[28]

Commitment of shares [edit]

Not all IPOs are eligible for delivery settlement through the DTC system, which would then either crave the physical delivery of the stock certificates to the clearing amanuensis banking concern's custodian or a commitment versus payment (DVP) arrangement with the selling group business firm.

Stag profit (flipping) [edit]

"Stag profit" is a situation in the stock marketplace earlier and immediately later on a company's initial public offering (or whatsoever new consequence of shares). A "stag" is a party or private who subscribes to the new issue expecting the toll of the stock to rising immediately upon the start of trading. Thus, stag profit is the financial proceeds accumulated by the party or private resulting from the value of the shares rising. This term is more popular in the United Kingdom than in the United States. In the U.s., such investors are ordinarily called flippers, because they get shares in the offering so immediately plow around "flipping" or selling them on the first day of trading.

Largest IPOs [edit]

Company	Year of IPO	Corporeality	Inflation adjusted
Saudi Aramco	2019	$29.4B^[29]	$29.4 billion
The Alibaba Group	2014	$25B^[xxx]	$27 billion
SoftBank Group	2018	$23.5B^[31]	$24 billion
Agricultural Bank of Cathay	2010	$22.1B^[32]	$26 billion
Industrial and Commercial Bank of China	2006	$21.9B^[33]	$28 billion
American International Assurance	2010	$20.5B^[34]	$24 billion
Visa Inc.	2008	$19.7B^[35]	$24 billion
General Motors	2010	$xviii.15B^[36]	$22 billion
NTT DoCoMo	1998	$eighteen.05B^[35]	$29 billion
Enel	1999	$16.59B^[35]	$26 billion
Facebook	2012	$xvi.01B^[37]	$18 billion

Largest IPO markets [edit]

Prior to 2009, the United States was the leading issuer of IPOs in terms of total value. Since that time, notwithstanding, Communist china (Shanghai, Shenzhen and Hong Kong) has been the leading issuer, raising $73 billion (nearly double the amount of money raised on the New York Stock Exchange and NASDAQ combined) up to the stop of November 2011.

Year	Stock exchange
2009	Hong Kong Stock Commutation^[38]
2010
2011
2012^[39]	New York Stock Exchange
2013^[40]
2014^[40]
2015^[41]	Hong Kong Stock Exchange
2016^[41]	Hong Kong Stock Exchange
2017^[41]	New York Stock Substitution
2018^[42]	Hong Kong Stock Exchange
2019^[43]	Hong Kong Stock Exchange
2020^[44]	Nasdaq
2021^[45]	Nasdaq
2022 Q1^[46]	Shanghai Stock Commutation

Come across also [edit]

Alternative public offering
Straight public offering
Public offering without listing
Reverse IPO
Smaller reporting company
Venture uppercase

References [edit]

^ Note: the toll the company receives from the institutional investors is the IPO cost
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External links [edit]

Nasdaq database of all U.Southward. Initial Public Offerings beginning Jan. 1997

halsteadyourejough1951.blogspot.com

Source: https://en.wikipedia.org/wiki/Initial_public_offering