IPO (Initial Public Offering) - the initial placement of securities on the market for sale to a wide range of investors. After the IPO procedure, the company acquires the public status. An investor's participation in an IPO is different from the usual way of buying shares on the stock exchange.
Every year the number of IPOs increases, which is quite understandable from the point of view of the market. These are programs of global financial regulators to support companies in the post-crisis period (low lending rates, tax incentives, financing programs, etc.). These are also social support programs in the form of unemployment benefits. In some countries, the amount of benefits does not only cover vital needs. Sooner or later, all the liquidity released into the economy enters the stock market as a significant link in the entire world economy. Therefore, firstly, an increasing number of companies are reaching the level of possible entry into the initial placement. Secondly, knowing about the high purchasing power of investors, even "immature" businesses go to the IPO to attract even more finance for further growth.
Access to the stock exchange can be realized by a classic IPO or by a "workaround" through a merger with SPAC companies. In 2019, 233 companies in the US market became public, in 2020 – 481, which is an absolute record since 2000. In 2020, the companies raised about $263 billion for an IPO, setting a new record. Now there are much more IPO transactions. And a huge number of investors want to take part in the IPO – to benefit from the successful entry of the company into the market as soon as possible. We will consider how to do this and what risks an investor faces in our article.
In this article, we will consider:
- What is an IPO?
- Ways to participate in an IPO:
- Participation in the IPO through brokers.
- Participation in the IPO through the purchase of an ETF.
- Risks of investing in an IPO.
- The procedure for participating in an IPO.
What is an IPO?
IPO is a process that results in the acquisition of the "public" status by a non-public company. As a result, a variety of investors can become owners of its shares (shares) – from private to large institutional, including foreign funds ("Hedge funds - what is it in simple words"). But the main purpose of the issuer's entry into the stock market is to obtain financial resources that are directed for various purposes. Often, the issuing company entering the IPO, most often already has an efficient business, and the attracted capital gives it the opportunity to make a significant breakthrough in expanding production and conquering a wider market segment. Or capital is raised for a new investment project, which serves as the basis of the business and, in combination with the attracted substantial funds, allows the new company to become significant in the market.
IPOs come out of different sizes and the history of the company's existence. For example, a successful, promising company with a large staff of employees, with many years of experience, decides to become public, that is, to significantly increase the list of its shareholders. To do this, the shares of this company are issued and transferred to the exchange. There is also a different situation when a newly created young company with a promising idea tries to raise funds for its quick start and development, and in this case also goes to public auction.
When entering the stock exchange for the first time, the company undergoes a lot of detailed checks. The securities, having appeared on the market, are bought up by investors with the intention of reselling them to other investors later.
Read more: Who are Market Makers and what are they doing on the market?
The initial placement of shares is carried out by the issuing company itself through underwriters or market makers. We wrote in more detail about the IPO procedure, the stages of preparation for it and the stages of its implementation in our article "IPO of a company - a mechanism, examples, strategies". In the same article, we will focus on the issues of the value of an IPO for an investor.
The investor's participation in the IPO procedure means the right of priority repurchase. Investors get the opportunity to buy shares at the starting price. Immediately after the initial placement, a part of the shares that were not purchased by investors enters free circulation on the market, and the value of the share acquires an objective assessment by the market – its price is subject to market volatility. Sometimes it can be a vertical increase in quotations (the investor makes a profit), and sometimes a drop in the exchange rate value (for the investor, this means a local loss). According to world statistics, most IPOs are successful for investors. But the risks for investors are high, including in the case of successful IPOs. We will tell you about this later.
Read more: Volatility: types, how to track and how to use
Ways to participate in an IPO
Only a few investors can participate in an IPO independently, as an individual, since the threshold for participation in such transactions is very high. Such major stock market players with world fame as Warren Buffett or George Soros can independently buy out a pool of shares during an IPO. For other investors, there are other ways:
- Participation in the IPO through brokers.
- Participation in the IPO through the purchase of an ETF.
Let's look at the selected methods in more detail, highlighting the pros and cons of each.
Participation in the IPO through brokers
A retail investor can participate in an IPO through a broker that consolidates the funds of many investors into a large amount and thus buys a significant package of initially placed shares. Then he distributes it among the participants-investors in proportion to their investments and receives a commission for this.
Read more: Stock market Broker: how to choose it and how to work with it
Not all brokers provide an IPO participation service. Having a brokerage account with a specific broker, an investor can submit an order to participate in a specific IPO. Information about the proposed IPO with an indication of the date is published on the broker's page. At the same time, each broker independently determines the conditions under which its clients are allowed to participate in the initial placement of securities, including the amount of the commission.
The terms of participation in the IPO are determined by each broker independently. Along with different basic conditions for working with a broker (the minimum amount, transaction fees, the cost of margin leverage), additional requirements are set for an IPO:
- Entrance fee.
- The minimum amount of participation.
- Exit fee.
Advantages of participating in an IPO through brokers:
- There is one advantage here, but it is the key one. The participation threshold for an investor becomes significantly lower than that determined by the underwriter (the operator preparing and carrying out the initial placement), which allows a large number of participants to participate in the procedure. Otherwise, the purchase can be made either if there is a large capital, or after the placement, when part of the profit will already be worked out by the stock.
Read more: Leverage on the stock market
Disadvantages :
- The presence of significant commissions, in addition to the standard broker's commission for the transaction: commissions for entering the IPO and for exiting it, some brokers take a commission for profit. Some brokers have a total commission of more than 7.5%.
- The presence of the IPO entry threshold, which, although lower than the threshold set by the underwriter, still remains relatively high and does not allow anyone to participate.
- The need to freeze a large amount to participate in the IPO, despite the fact that it will be only partially satisfied. By the way, the commission will also be calculated from the entire amount of the application, and not from the satisfied amount.
If you, as an investor, do not meet the requirements of the broker, for example, you cannot ensure that the necessary amount is available on the account or do not have the status of a qualified investor, you can still participate in initial placements in the following two ways.
Participation in an IPO through the purchase of an ETF
Detailed information about ETFs, as well as the advantages and disadvantages of investing in them, is described in our article "ETF funds". Along with ETFs specializing in certain industries, there are special ETFs for IPOs, consisting of shares of companies that are going to conduct an initial public offering on the stock exchange, or have recently conducted it. The principle of selecting shares depends on the specific fund. Some ETFs invest in the early stages of an IPO, while others buy shares of companies a few days after the placement. At the time of writing, 8 ETFs are traded on the US market, which collect total assets of $2.67 billion under management.
Advantages of participating in an IPO through an ETF:
- They open access to the IPO to anyone who has an amount of $25 or more.
- They are managed by professional investment companies.
Disadvantages :
- Just like all ETFs, they do not leave the investor the opportunity to select shares. Together with good stocks, you buy bad ones and bear the cumulative risk on them. The expense of one fallen stock from the pool can cover all the income received from the rest. There are a number of methods for selecting ETFs, but none of them will reduce the risks of the instrument itself.
Read more: How to invest in stocks and what you need to know
Risks of investing in an IPO
In fact, an IPO is an investor's bet that the company will grow in value. There are a lot of such stories among IPOs, there are also record holders for profit.
One of the most anticipated and then successful IPOs of 2020 was the initial public offering of Airbnb Inc (NASDAQ: ABNB), which offers users a platform for short-term rental of apartments and houses. The company's shares were issued to the market at a price of $68 in December 2020. Within two weeks, the shares rose by 142.3% to the level of $168.25; then they fell to $140, which was still very profitable.
The total profit of the investor depends on the difference in the share price at the start and at the time of sale. Therefore, it is profitable for an investor to buy shares of the issuer's initial placement at the lowest price. For its part, the issuer, by placing shares, expects to attract maximum profit, that is, it hopes to sell shares at the maximum price. There is a direct conflict of interests.
Read more: About NASDAQ Stock Exchange
If a new, previously unknown company enters the market, its chances of selling shares at a high price are low. In order to improve the situation, the underwriters conduct a so-called road-show, a presentation tour to familiarize potential investors with the state, personnel, product and prospects of the company. This is done to attract maximum attention, so in the process of such a show, all the advertising and marketing techniques available today are used. It happens that the share price overheats during the road-show, and subsequently, immediately after the placement, the shares "fly" down in price.
Read more: Bulls and bears, as well as other animals on the stock exchange
Another reason for the fall in shares is the underwriter's choice of the time of the initial placement. For example, a company from a certain sector may enter the market at a time when the number of competitors is low and the overall investment interest in the industry is high. As a result, the output will be made at a high price. But if the company does not meet the expectations of investors related to its product, service, market segment, then the shares also risk seriously falling in price in a short period after the placement.
There have been failures in the history of IPOs related to technical failures on the exchange itself, or due to unsuccessful actions of underwriters. An example of an extremely unsuccessful IPO due to an error by the underwriters is the history of Facebook shares in May 2012. Immediately before the placement of shares, it was decided to increase the issue of shares by 25% and increase the starting price to the maximum value of $ 38 per share. These two actions led to the fact that after the start, stock prices fell by more than 20%.
Another striking risk parameter for an IPO is allocation. The term allocation means the percentage of satisfaction of the application for the purchase of shares at the initial placement. It is usually quite small, since often the demand for shares of a particular issuer exceeds the supply. One of the criteria for stable earnings in the IPO market is a high percentage of allocation, that is, the percentage of the amount invested in the IPO by which you will be approved for the purchase of shares of the company. The higher it is, the greater your profit when the company's shares grow in price.
Example: You want to buy shares of the company BLI in the amount of $10,000 at the IPO. We have submitted an application to the broker for this amount. After the start of trading, you had only $500 worth of shares in your portfolio. So, the allocation for you is equal to 5%. The balance of $9500 will be returned to your deposit, and you will be able to use it again.
The significance of this risk was demonstrated during the initial public offering of Airbnb shares. The allocation for some investors was 0%; moreover, the participation threshold for many of them was an impressive amount of about $10,000. During the placement process, according to the participants, first information came about an increase in the starting price from $68 to $73 per share and the need for willing participants to re-submit applications with a new price. But even after that, the shares did not come. Those investors who really wanted to buy these shares were forced to buy them after entering the open market at a price above $110 per share. Such manipulation created the conditions for a rise in the share price, but, of course, had a negative impact on the final profit of the participants.
Read more: Briefly about SPAC and what is it?
IPO participation Procedure
The initial placement of shares of American issuers takes place in dollars, Russian – in rubles. An investor who wants to participate in an IPO can register on the platform of the selected broker, transfer rubles to a brokerage account, convert them into dollars if necessary and start investing.
You can start investing in an IPO with the threshold amount set by the broker, but, in practice, an application for participation in an IPO is very rarely 100% satisfied, even if you have a capital of $1 million. The reason is the presence of an allocation, which we wrote about above in the paragraph on investment risks. This factor is one of the main problems of the IPO. This means that even with an input capital of $100,000, which will be frozen in your account from the moment of the application for participation, you may be issued securities for only 5-7 thousand, and the remaining amount will not be satisfied, that is, invested. It will remain on your account and will be unfrozen. But at the same time, the commission for entering and exiting will be deducted from the entire declared amount.
The investor cannot immediately sell shares purchased during the IPO process. This is a fee for exclusive conditions for entering the promotion. The Lock Up period is a period of time during which an investor who has received shares in the IPO format cannot sell securities to the market. It usually has a duration of 3 to 6 months, the specific duration is set by the broker. The task of the blocking period is to avoid the volatility of the share price on the market and the possibility of a sharp drop in quotations if some shareholders start selling securities en masse in the first days after the issue. This situation is quite possible if large holders (funds, banks) start doing this, not individual private investors. During the Lock-Up period, the price of shares changes, as the remaining shares (not sold out by large players) enter the free market and begin to become more expensive or cheaper, being subjected, like all shares, to the laws of the market. The date before which you cannot sell shares will be indicated in your personal account in the line related to a specific promotion.
Among IPOs, there are so-called "forward contracts", when an investor is offered to sell shares earlier, but at a price lower than the level that the shares have reached by this time. The investor needs to decide for himself whether he is satisfied with the yield received by this moment and is ready to sell, or wants to keep the shares. In the second case, it will be necessary to hold the shares now until the end of the Lock Up period.
Conclusion
The process of participating in an IPO is a very risky type of investment. The risk of acquiring shares is even higher, because it was bought by a friend or recommended by an unknown person in an article published on the network. This is why there is a restriction in the admission of unqualified investors to the IPO. The selection of shares for acquisition should be carried out independently, based on a comprehensive analysis of the issuing company. To get a good income in investments, an investor needs to follow one main rule – to be financially educated. This is the basic guarantee of success and insurance against losing money.