1. Introduction

The purpose of this section is to present a simple framework to better understand the financial mechanics of an IPO and how IPOs affect the value allocation as well as the ownership structure of the issuing firm. This framework will also allow us to see why an IPO could be an attractive financing alternative despite the significant costs that it typically brings about.

 

The Online Tool "IPO Analytics" implements the full analysis of this section. Use this tool to conveniently assess the cash, value, cost, and ownership implication of any IPO.

 

Example Introduction

The hypothetical firm we consider throughout the example has the following characteristics:

 

Dimension Assumption
Pre-IPO Equity Value ($M) 500
Required Capital to Firm ($M) 200
Exit Proceeds to Selling Shareholders ($M) 100
Direct Costs of IPO (Consultants, Lawyers) ($M) 5
Underwriter Discount (% Gross Proceeds) 7%
Expected Underpricing (First-Day Stock Return) 15%
Greenshoe Option (% of Total Shares Offered) 15%
Current Number of Shares Outstanding (M) 20

  

Let us briefly explain these key variables. Please refer to the preceding section on the IPO Process for a full discussion:

  • Pre-IPO Equity Value: The value of the firm's current equity, right before the capital increase. It indicates how valuable the firm's CURRENT equity is expected to be right after the IPO.
     
  • Required Capital to Firm: How much money the firm plans to raise in the IPO, net of fees paid to the underwriting syndicate.
     
  • Exit Proceeds to Selling Shareholders: The net proceeds the current shareholders expect to collect from selling shares to the investing public via the underwriting syndicate.
     
  • Direct Costs of IPO: The (after-tax) costs and fees the firm pays to external auditors, consultants, etc. These direct costs exclude the underwriting discount.
     
  • Underwriting Discount: The commission paid to the underwriting syndicate for marketing and placing the shares, as a percentage of the IPOs gross proceeds (typically 4-7%).
     
  • Expected Underpricing: The return the primary investors expect to earn on the first day of trading (from Issue Price to Closing Price on trading day 1).
     
  • Greenshoe Option: The right of the underwriter to sell additional shares on the primary market. Most IPOs have a 15% Greenshoe Option, meaning that the underwriters can sell up to 15% more shares than originally offered by the firm and the selling shareholders.
     
  • Current Number of Shares Outstanding: The number of shares of common stock right before the IPO. Assume full conversion of other classes of stock as well as dilution from executive stock option programs.
      

With this information at hand, we now investigate the basic mechanics of an IPO. We take the following steps:

  • Step A: Computation of the IPO net proceeds
  • Step B: Estimation of the post-IPO equity value of the firm
  • Step C: Estimation of the market value offered to the primary investors
  • Step D: Analysis of post-IPO ownership structure
  • Step E: Computation of the number of shares that will be issued and sold
  • Step F: Determination of the share issue price and the post-IPO stock price.