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AMITY BUSINESS SCHOOL, AMITY UNIVERSITY
Advantages of IPO
Disadvantages of IPO
Process of IPO
Role of Investment Banker in IPO
An initial public offering (IPO) or stock market launch is a type
of public offering where shares of stock in a company are sold to the
general public, on a securities exchange, for the first time.
Through this process, a private company transforms into a public
Initial public offerings are used by companies to raise expansion
capital, to possibly monetize the investments of early private
investors, and to become publicly traded enterprises.
Advantages of IPO
An IPO accords several benefits to the previously private company:
Enlarging and diversifying equity base
Enabling cheaper access to capital
Increasing exposure, prestige, and public image
Attracting and retaining better 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.
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 information
Meaningful time, effort and attention required of senior management
Risk that required funding will not be raised
Public dissemination of information which may be useful to competitors, suppliers and customers.
Loss of control and stronger agency problems due to new shareholders
Net Tangible Assets of Rs. 3 Crores in each of the preceding 3
Track record of distributable profits at least 3 out of 5
The company has a net worth of Rs. 1 Crore in preceding 3
1 month 1 month 3-4 months
After 21 Days
Within 15 daysAfter 7 Days
Kick off Meeting
Process of IPO : Part 1 – The Pitch
In most cases, bankers from many firms have been speaking with the company in
question and developing relationships for years – so they’re likely to know the
company’s intentions well in advance.
If not, the company itself will reach out to bankers and invite them in to pitch for the
This is when you, the banking analyst or associate, get to stay up all night crafting 100-
page pitch books.
Afterwards, the company selects banks for book runner roles and picks other banks to
be co-managers, based on its relationships with them, their pitches, and what the
banks have done for them in the past.
Other factors might include banks’ IPO track records and their reputation and
relationships with institutional investors.
Part 2 – The Kick-Off Meeting
Involves MANDATE and DUE DILIGENCE
Everyone involved in the IPO – company
management, auditors, accountants, the underwriting banks, and lawyers
from all sides – attends this meeting.
You spend the day discussing the offering, the required registration
forms, figure out who’s doing what, and determining the timing for the
After that initial kick-off meeting, all the bankers, accountants, and
lawyers involved need to do a lot of due diligence on the company to
make sure that their registration statements are accurate.
Due Diligence Involves:
Industry / Market Due Diligence – You’ll have to research the
market, speak with experts, and figure out where it might be headed
in the future.
Legal and IP Due Diligence – Lawyers handle most of this – it
consists of reviewing contracts, registrations, and other documents.
Financial and Tax Due Diligence – Accountants do most of this and
comb through historical financial statements, tax returns, and so
on, and look for irregularities.
Part 3 – The Red Herring Filing
The end result of this entire process, which might take months, is the Red
herring prospectus (names vary in other countries).
This is where all the juicy information comes out – historical financial
statements, key data, who’s selling shares and how many they’re selling, the
company overview, risk factors, and more.
The company waits 30 calendar days (21 day in INDIA) for comments from the
SEC (SEBI in INDIA), and the legal team responds to everything once they hear
Projections are never shown in red herring.
Part 4 – Pre-Selling the Offering
Once the Red Herring is filed and the team is working through
revisions, the company can hold a pre-IPO analyst meeting where
they educate bankers and analysts on the company and “teach”
them how to sell it to investors.
Part 5 – The Roadshow
And now ,exhausting part of the process: management gets to
travel all over to meet with investors and market the company for 1-
Sometimes management teams make themselves very open and
accessible and go out of their way to win over investors and answer
For normal companies, though, this process is extremely important
because orders are also taken at this time – investors can state how
many shares they want and what price they’re willing to pay.
Part 6 – The Pricing Meeting
Once the roadshow is over and the order book is closed, the management
team will meet with bankers and decide on the final price of the deal based on
the orders received.
If a deal is over-subscribed, the company will price the company at the high
end of the range and will do the opposite for under-subscribed deals.
Sometimes management will deliberately price the company at a lower price
(leaving some money on the table) so the stock can trade up on the 1st day of
trading – always a positive indicator to the market.
Usually companies that tank after the 1st day of trading have a hard time
recovering and getting back to their initial price.
Part 7 – Allocation
Once the deal is priced, the syndicate team of the
banks will allocate shares to investors.
While banks try to allocate to investors who will be long-term
holders of the stock, banks may be biased at times to reward
investors that generate the highest brokerage commissions (e.g.
hedge funds who are trade very actively).
The syndicate team usually works overnight to allocate the deal.
Once all the allocated shares are transferred in investors Demat
account s, Lead managers with the help of stock exchange decides
Issue listing date.
Finally share of the issuer company gets listed in stock market.
SEBI guidelines provide that the issuer in consultation with
Investment Banker shall decide the issue price. The company and the
Investment Banker are required to give disclosures on the basis for
the issue price.
Part 8 – Trading
Once the deal is allocated and everyone has their shares, the stock
starts trading and “the general public” can buy and sell shares.
IPO fees typically range from 3 – 7% depending on the size of the
company, how well-known it is, and how much extra work and risk
banks have to take on to sell it.
Yes, you read that correctly: for a $100 million offering,investment
banks could potentially make $7 million (now you really understand
why they make so much money).
Role of Investment Bank
Investment bankers play the most vital role in amongst all the intermediaries
involved in IPO.
They assist the company from preparing of the prospectus to listing of the
securities at stock exchanges.
They play a fiduciary role between SEBI, the client company and investors.
It is mandatory for investment bakers to carry out Due Diligence for the
information mentioned in prospectus and issue a certificate at SEBI.
It plays an important role in channelling the financial surplus of the society into
They are also required to guide and co-ordinate the activities of the Registrar to
the issue, banker to issue, advertising
agency, printers, underwriters, brokers, etc.
They also have to ensure compliance of laws and regulations governing the