Public offering, as the words suggest, is an open solicitation to the public for the purchase of securities and other financial instruments. The most common types of instruments are equity and debt. These securities provide the investor with some type of interest, ownership, or expected return on their investment. These instruments are usually underwritten by a registered broker dealer that is entrusted to conduct the transaction.
The public or open offering can be made in a number of ways. For oversubscribed deals, preference is typically given to larger institutions who would be considered sophisticated investors and who are also likely to be long term investors. There is always an allocation, typically much smaller, for the retail or individual investor. The amount that is allocated for retail versus institutions can vary from offering to offering.
Dealer driven underwritings have come under some scrutiny of late. This is due to the pricing of the deal that is set by the underwriters. As an example, if a company required a hundred million dollars to expand their operations, they could float a million shares at a price of one hundred. This would be set by the underwriters after they conduct their analysis of what would be considered a fair value and that would also raise the required funds. If investor appetite is greater in the after market and are willing to pay a higher price, one could argue that the initial sale price was set too low.
Post issuance trading activity is vital in determining the success of an underwriting. Often times, investors want to see the value of their company increase. However, if the secondary market demonstrates a significantly higher result, say a 50% plus increase, then clearly the initial price that was set was too low. This means the company could have raised more capital if the price had been set higher. The role of the underwriter is to insure that the issuer receives a fair price, which does not always equate to the highest.
As a result, some issuing entities have opted for what is called a dutch auction. The goal here is to directly have the investors bid on the amount they are willing to pay for a specific amount of stock. The issuer then selects the price that provides the company with the appropriate amount of funds. The price at which that amount is raised becomes the clearing price which everyone pays for the securities.
As the issuer has control over this process, it can feel assured that it was able to raise the optimal amount of capital. However, unlike a dealer assisted transaction, the intent of the investor, whether they are in it for a long term investment or short term gain becomes difficult to gauge. This uncertainty regarding the quality of the investor can become an issue down the road.
Having completed the transaction, the company issuing the securities has added responsibilities. They would be required to provide periodic updates on their performance and financial condition. Depending on how well the processes are in place, this can expose the company to potential legal problems. Having the proper procedures in place can be burdensome to some smaller organizations. Additionally, management now has added responsibilities to a larger constituency.
The purpose behind a public offering is generally to expand the business operations. This type of transaction supplies the company with vital capital and also represents a branding event. As most business media look at such transactions as an indicator of investor sentiment, their coverage gives the added benefit of free publicity. A public issuance legitimizes a company in the eye of the financial markets. Aside from expanding operations, some issuers utilize such a transaction in order to divest their investments. Whether its for expansionary purposes or as an exit strategy, a public offering represents a decisive turning point in the life span of a corporation.
Check out our article to learn more about the public offering process. You can also find details about benefits of investing in IPO’s at BusinessWire right now!