Pricing of Public Issues , Analysis of IPO and FPO along with Secondary Offer

1. Pricing Of Public Issues
Vivaswan Pathak
The report aims at providing an insight into the procedures involved
in a public issue – namely the Initial Public Offer (IPO) and Follow-on
Public Offer (FPO)
CPCFM
Indian Institute of Foreign Trade
Roll Number 13
vivaswan_ocfm1@iift.ac.in
[Pick the date]

2. Objective of the Study……………………………………………………………………………………………………….2
Executive Summary……………………………………………………………………………………………………………3
Chapters…………………………………………………………………………………………………………………………….4
1 Initial Public Offering……………………………………………………………………………………………………….4
1.1 Overview………………………………………………………………………………………………………………………4
1.2 Role of Intermediaries…………………………………………………………………………………………………..5
1.3 Process………………………………………………………………………………………………………………………….6
2 Analysis……………………………………………………………………………………………………………………………8
2.1 IPO………………………………………………………………………………………………………………………………..8
2.2 FPO………………………………………………………………………………………………………………………………13
References…………………………………………………………………………………………………………………………20
Appendix …………………………………………………………………………………………………………………………..21
1

3. First we address the fundamental question that why a company comes out with public offering. Let us
explain with example .Let’s say that you’ve always dreamed of opening a pizzeria. You love pizza,
and you’ve done your homework to figure out how much it would cost to launch a new pizza business
and how much money you could expect to earn each year in profit.
The building and equipment would cost $500,000 up front, and annual expenses (ingredients,
employee salaries, utilities) would cost an additional $250,000. With annual earnings of $325,000,
you
expect
to
make
a
$75,000
profit
each
year.
Not
bad.
The only problem is that you don’t have $750,000 (building + equipment + expenses) in cash to cover
all of those costs. You could take out a loan, but that accrues interest. What about finding investors
who would give you money in exchange for a share of the ownership of the restaurant?
This is the logic that companies use when they make the decision to issue stock to private or public
investors.
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 company. 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.
A follow-on offering (often but incorrectly called secondary offering) is an issuance
of stock subsequent to the company's initial public offering. A follow-on offering can be either of two
types (or a mixture of both): dilutive and non-dilutive. A secondary offering is an offering of securities
by a shareholder of the company (as opposed to the company itself, which is a primary offering). A
follow on offering is preceded by release of prospectus similar to IPO: a Follow-on Public Offer (FPO).
The report aims at providing an insight into the various pricing techniques and the fundamental
difference between pricing of an Initial Public Offer and Follow-on Public Offer.
2

4. We summarize the basic definition and differences in an IPO and a FPO here.
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 company. 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.
A follow-on offering (often but incorrectly called secondary offering) is one of the two types:1. This sort of secondary public offering is a way for a company to increase outstanding stock and
spread market capitalization (the company's value) over a greater number of shares. Secondary
offerings in which new shares are underwritten and sold dilute the ownership position of stockholders
who
own
shares
that
were
issued
in
the
IPO.
2. Typically, such an offering occurs when the founders of a business (and perhaps some of the
original financial backers) determine that they would like to decrease their positions in the company.
This kind of secondary offering is common in the years following an IPO, after the termination of the
lock-up period. Owners of closely held companies sell shares to loosen their position - usually
gradually, so that the company's share price doesn't plummet as a result of high selling volume. This
kind of offering does not increase the number of shares of stock on the market, and it is most
commonly performed in the case of a company that is very thinly traded. Secondary offerings of this
sort do not dilute owners' holdings, and no new shares are released. There is no "new" underwriting
process
in
this
kind
of
offering.
How follow on Public offering is different from initial public offering.


IPO is made when company seeks to raise capital via public investment while FPO is
subsequent public contribution.
First issue of shares by the company is made through IPO when company first becoming a
publicly traded company on a national exchange while Follow on Public Offering is the public
issue of shares for an already listed company.
Filing for an IPO and selling stock to the public is commonly called "going public" and can have
several advantages. Going public gives business access to a large pool of potential investment
capital that can help the business fund expansion. An IPO can also make a company more visible
and recognizable to consumers, which can potentially help with marketing and attracting top talent.
But on the other hand going through an IPO can be expensive because of fees associated with
registration, commissions paid to underwriters, legal costs and other expenses. In addition, managers
of corporations answer to a board of directors appointed by shareholders, which means they may not
have freedom to act as they see fit. Publicly traded companies are also subject to oversight by the
SEBI and must make certain financial and business information available to the public.
3

5. 1 INITIAL PUBLIC OFFERING
1.1 OVERVIEW
A company planning an IPO typically appoints a lead manager, known as a bookrunner, to help it
arrive at an appropriate price at which the shares should be issued. There are two 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. That process is known as book building.
Historically, some IPOs have been underpriced. The effect of "initial underpricing" an IPO is to
generate additional interest in the stock when it first becomes publicly traded. Flipping, or quickly
selling shares for a profit, can lead to significant gains for investors who have been allocated shares
of the IPO at the offering price. However, underpricing an IPO results in lost potential capital for the
issuer. One extreme example is theglobe.com IPO which helped fuel the IPO "mania" of the late 90's
internet era. Underwritten by Bear Stearns on November 13, 1998, the IPO was priced at $9 per
share. The share price quickly increased 1000% after the opening of trading, to a high of $97. Selling
pressure from institutional flipping eventually drove the stock back down, and it closed the day at $63.
Although the company did raise about $30 million from the offering it is estimated that with the level of
demand for the offering and the volume of trading that took place the company might have left
upwards of $200 million 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 will pay, the underwriters may have trouble meeting their commitments
to sell shares. Even if they sell all of the issued shares, the stock may fall in value on the first day of
trading. If so, the stock may lose its marketability and hence even more of its value. This could result
in losses for investors, many of whom being the most favored clients of the underwriters.
Underwriters, therefore, take many factors into consideration when pricing an IPO, and attempt to
reach an offering price that is low enough to stimulate interest in the stock, but high enough to raise
an adequate amount of capital for the company. The process of determining an optimal price usually
involves the underwriters ("syndicate") arranging share purchase commitments from leading
institutional investors.
Some researchers (e.g. Geoffrey C., and C. Swift, 2009) believe that the underpricing of IPOs is less
a deliberate act on the part of issuers and/or underwriters, than the result of an over-reaction on the
part of investors (Friesen & Swift, 2009). One potential method for determining underpricing is
through the use of IPO Underpricing Algorithms.
4

6. 1.2 ROLE OF INTERMEDIARIES
Book Running Lead Manager
The role of the BRLM can be divided into two parts, viz., Pre Issue and Post Issue. The Pre Issue
role includes compliance with the stipulated requirements of the SEBI and other regulatory
authorities, completion of formalities for listing on the Stock Exchanges, appointing of various
agencies such as advertising agencies, printers, underwriters, registrars, bankers etc. Post Issue
activities include management of escrow accounts, deciding the final issue price, final allotment,
ensuring proper dispatch of refunds, allotment letters and ensuring that each agency is carrying out
their part properly.
Bankers to the Issue
Bankers to the issue, as the name suggests, carry out all the activities of ensuring that the funds are
collected
and
transferred
to
the
Escrow
accounts.
Underwriters to the Issue:
An investment banking firm enters into a contract with the issuer to distribute securities to the
investing public. They get an Underwriting Commission for their services. In case of under
subscription, they have the obligation to subscribe to the left over portion.
Registrars to the Issue:
The Registrar finalizes the list of eligible allottees after deleting invalid applications and ensures that
the corporate action for crediting shares to the demat accounts of the applicants is done and the
refund orders, where applicable, are sent.
Stock exchange
The stock exchange a company chooses for its IPO is critical to its asking price. Also, each stock
exchange may have its own regulations for controlling IPOs. Once a company's valuation and road
shows are complete, the company must meet with a stock exchange regulator to ensure that
appropriate trading documents are filed and there isn't a problem with the IPO price. For instance, the
stock exchange might look at a company's potential share price and determine that it is unfair. If this
is the case, the company must alter its IPO price.
5

7. 1.3 PROCESS
The Beauty Contest
A beauty contest is financial jargon for the courtship process that takes place as a company selects
an investment bank to perform a transaction such as an initial public offering. During this process,
each bank prepares pitches that demonstrate each bank’s expertise.
Due Diligence
Once the investment banks are chosen for the initial public offering, due diligence begins. An
organizational meeting is held at company headquarters that usually consists of company
management .Due diligence gives the underwriting managers an opportunity to kick the tires of the
company and analyze it in as much detail as they can, diligence usually includes a tour of the
company, a discussion of any legal issues including potential litigation, questions about how the
company operates and what its plans are for future growth. Once the banks have collected enough
information, they begin drafting the prospectus.
The Prospectus
A company that seeks to go public must have a prospectus. The prospectus is the legal document
used to market the offering to investors. All the parties involved in the initial organizational meeting
will have a hand in drafting the prospectus. A prospectus will go through dozens and dozens of drafts
as lawyers, bankers and accountants scour over figures and legal wording. The drafting of the
prospectus can take anywhere from five to ten weeks to complete.
It is then filed with the SEBI and a preliminary prospectus or red herring is printed for marketing to
potential investors. A red herring is so named because it has a disclaimer printed in red that the SEBI
has not yet approved the offering. The preliminary prospectus is also printed without an offering price
as the offering price will be determined after the syndicate has built a book for the offering.
The Roadshow
The roadshow is a term used to describe the marketing period of an initial public offering. During this
period, the lead manager puts together a presentation for the management of the company as they
travel to major financial centers meeting with investors. The lead manager also prepares a sales
memo which contains key points for the syndicate to use as it pitches the offering to potential
investors. The syndicate is the network of investment banks and their sales force of brokers that will
sell the offering to the public.
The syndicate will then use the red herring and the sales memo as they contact institutional investors
and set up roadshow meetings. During the roadshow, the syndicate department builds the book for
the offering. The book is a list of potential investors that includes how much stock they would like to
purchase and at what price they are willing to buy it. The information compiled in the book is what is
used to price the offering.
6

8. Pricing and Trading
Once the final price of the offering is determined, the final draft of the prospectus is printed in
preparation for the initial trading day. On trading day, shares are sold by each investment bank in the
syndicate to investors. Each bank earns a fee — often around 7% — for each share that it sells and
the net proceeds of the sale go to the company. Shares then immediately begin trading publicly as
investors sell their shares to new investors — and a stock is born. By the end of the day, the market
for the security will yield a closing price, which could be higher or lower than the price paid by the
initial purchasers of the stock (the offering price).
With publicly traded stock the company can now offer its shareholder liquidity and has a new avenue
for raising money. Stock can also be used as a type of currency for acquiring other companies.
7

9. 2 ANALYSIS
The following section explains some analysis of the data for some select companies.
The companies so selected have been chosen because of some special attributes. They are as
follows:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Coal India: The most outstanding performer IPO, strong fundamentals of the company
make this a viable candidate for analysis.
Reliance Power : This is the biggest IPO after Coal India to hit the Indian market , so the
sheer size makes it worth analyzing
Reliance Petroleum: Though the company is now a part of Reliance Industries, the
uniqueness of IPO was that this was company’s second IPO.
Tata Steel: This FPO was analyzed owing to its size, performance and reputation of the
TATA group of companies.
ONGC: The FPO has not yet hit the Indian Market, but it has already set the fever and is
pitching higher.
Engineers India Limited: This was chosen as it is a PSU, with a promoter holding in the
name of president of India.
2.1 IPO
a) COAL INDIA
Objects of the Issue:
The objects of the Offer are to carry out the divestment of 631,636,440 Equity Shares by the Selling
Shareholder and to achieve the benefits of listing the Equity Shares on the Stock Exchanges.
Issue Detail:
»»
»»
»»
»»
»»
»»
»»
»»
»»
Issue Open: Oct 18, 2010 - Oct 21, 2010
Issue Type: 100% Book Built Issue IPO
Issue Size: 631,636,440 Equity Shares of Rs. 10
Issue Size: Rs. 15,199.44 Crore
Face Value: Rs. 10 Per Equity Share
Issue Price: Rs. 225 - Rs. 245 Per Equity Share
Market Lot: 25 Shares
Minimum Order Quantity: 25 Shares
Listing At: BSE, NSE
CRISIL has assigned an IPO Grade 5 to Coal India Ltd IPO. This means as per CRISIL company has
'Strong fundamentals'. CRISIL assigns IPO grading on a scale of 5 to 1, with Grade 5 indicating
strong fundamentals and Grade 1 indicating poor fundamentals
8

10. As on Date & Time
Shares Offered / Reserved
Day 1 - Oct 18, 2010 17:00 IST
Day 2 - Oct 19, 2010 17:00 IST
Day 3 - Oct 20, 2010 20:00 IST
Day 4 - Oct 21, 2010 22:30 IST
Qualified
Institutional
Buyers (QIBs)
284,236,398
Number of Times Issue is Subscribed (BSE + NSE)
Non
Retail Individual
Employee
Institutional
Total
Investors (RIIs)
Reservations
Investors (NIIs)
85,270,919
198,965,479
63,163,644 631,636,440
0.6300
3.3900
0.1800
0.5400
0.1000
0.3500
0.0000
0.0100
0.3400
1.7100
24.7000
24.7000
2.8900
25.4000
1.1000
2.3100
0.0400
0.1000
11.8500
15.2800
Listing Day Trading Information
BSE
NSE
Issue Price:
Rs. 245.00
Rs. 245.00
Open:
Rs. 287.75
Rs. 291.00
Low:
Rs. 287.45
Rs. 291.00
High:
Rs. 344.75
Rs. 344.90
Last Trade:
Rs. 342.35
Rs. 342.55
Volume:
192,839,607
479,716,245
Price analysis after the release of the IPO
9

11. b) RELIANCE POWER
Objects of the Issue:
The objects of the Issue are to achieve the benefits of listing on the Stock Exchanges & to raise
capital to
1. Fund subsidiaries to part-finance the construction and development costs of certain of 12 power
generation projects currently under various stages of development;
2. General corporate purposes;
3. Achieve the benefits of listing on the Stock Exchanges.
Issue Detail:
»»
»»
»»
»»
»»
»»
»»
»»
»»
Issue Open: Jan 15, 2008 - Jan 18, 2008
Issue Type: 100% Book Built Issue IPO
Issue Size: 260,000,000 Equity Shares of Rs. 10
Issue Size: Rs. 11,563.20 Crore
Face Value: Rs. 10 Per Equity Share
Issue Price: Rs. 405 - Rs. 450 Per Equity Share
Market Lot: 15 Shares
Minimum Order Quantity: 15 Shares
Listing At: BSE, NSE
Issue Subscription Detail / Current Bidding Status
Number of Times Issue is Subscribed (BSE + NSE)
As on Date & Time
Qualified Institutional
Buyers (QIBs)
Non Institutional
Investors (NIIs)
Retail Individual
Investors (RIIs)
Total
Shares Offered / Reserved
Day 1 - Jan 15, 2008 17:00 IST
16.2115
7.0231
0.8218
10.6800
Day 2 - Jan 16, 2008 17:00 IST
20.6947
6.9704
4.4065
14.4400
Day 3 - Jan 17, 2008 17:00 IST
30.6897
32.4070
9.0232
24.3600
Day 4 - Jan 18, 2008 17:00 IST
82.6190
190.0231
14.8716
73.0400
Listing Day Trading Information
BSE
NSE
Issue Price:
Rs. 450.00
Rs. 450.00
Open:
Rs. 547.80
Rs. 530.00
Low:
Rs. 355.05
Rs. 355.30
10

12. High:
Rs. 599.90
Rs. 530.00
Last Trade:
Rs. 372.50
Rs. 372.30
Volume:
63,882,239
134,392,544
Reliance power before issuing bonus
Reliance power price analysis chart after issuing bonus
11

13. c) RELIANCE PETROLEUM
There have been two IPOs of Reliance Power. The first issue came in 1993 , then the company was
merged with Reliance Industries In 2002, which set up the 660,000 bpd refinery at Jamnagar in 1999.
. Later on , when it again became a separate entity it came out it again came out with another IPO
.Then again , it was merged with Reliance Industries in 2009
Reliance Petroleum opened for bidding on April 13, 2006. The price band was fixed at Rs 57 to Rs 62
and the bidding closed on April 20, 2006. This was the second time in the market for the
petrochemical major, after 1993 when it first came out with an IPO.
The company offered 45 Crore (450 million) equity shares for subscription.
Retail investors could bid for up to 1,600 shares at the upper end of the price band and they needed
to pay only Rs 16 per share at the time of bidding. The balance amount was to be payable on
allotment.
The company raised Rs 2,700 Crore (Rs 27 billion) through the IPO.
IPO size: Rs 2,172 Crore, year of issue: 1993
The company raised Rs 2,172 Crore (Rs 21.72 billion) through the IPO in 1993.
The original RPL, which was subsequently merged with Reliance Industries in 2002, floated the IPO
in September 1993 with a stated plan of commissioning its 9 million tonne capacity refinery by the
second quarter of 1996.
12

14. 2.2 FPO
a) TATA STEEL
Objects of the Issue:
The objects of the Issue are to:
1. Part finance the Company’s share of capital expenditure for expansion of existing works at
Jamshedpur;
2. Payment of redemption amounts on maturity of certain redeemable non-convertible debentures
issued by the Company on a private placement basis; and
3. General corporate purposes.
Issue Detail:
»»
»»
»»
»»
»»
»»
»»
»»
»»
Issue Open: Jan 19, 2011 - Jan 21, 2011
Issue Type: 100% Book Built Issue FPO
Issue Size: 57,000,000 Equity Shares of Rs. 10
Issue Size: Rs. 3,477.00 Crore
Face Value: Rs. 10 Per Equity Share
Issue Price: Rs. 594 - Rs. 610 Per Equity Share
Market Lot: 10 Shares
Minimum Order Quantity: 10 Shares
Listing At: BSE, NSE
Issue Subscription Detail / Current Bidding Status
Number of Times Issue is Subscribed (BSE + NSE)
As on Date & Time
Qualified
Institutional
Buyers (QIBs)
Non Institutional Retail Individual
Investors (NIIs) Investors (RIIs)
Employee
Reservations
Total
19,425,000
8,325,000
19,425,000
1,500,000
48,675,000
Day 1 - Jan 19, 2011 17:00 IST
0.4200
0.0700
0.0400
0.0000
0.2000
Day 2 - Jan 20, 2011 17:00 IST
0.6700
0.7900
0.2000
0.0000
0.4800
Day 3 - Jan 21, 2011 17:00 IST
10.4100
7.2100
1.6000
0.0600
6.0300
Shares Offered / Reserved
13

15. Tata Steel FPO Listing Date
Listing Date:
Wednesday, February 02, 2011
BSE Scrip Code:
500470
NSE Symbol:
TATASTEEL
Listing In:
Sector:
Steel
ISIN:
INE081A01012
Issue Price:
Rs. 610.00 Per Equity Share
Face Value:
Rs. 10.00 Per Equity Share
Listing Day Trading Information
BSE
NSE
Issue Price:
Rs. 610.00
Rs. 610.00
Open:
Rs. 630.15
Rs. 631.10
Low:
Rs. 615.65
Rs. 615.80
High:
Rs. 633.85
Rs. 634.95
Last Trade:
Rs. 625.70
Rs. 626.25
Volume:
3,973,924
15,400,454
Basis of allotment
Category
A
B
C
D
E
No. of Applications
No. of Shares
Retail Individual Bidders
Non Institutional Bidders
Qualified Institutional Buyers (excluding Anchor Investors)
Eligible Employees
Anchor Investors
Total
185,711
475
169
680
33
187,068
No. of times
subscription
30,289,150
59,819,760
202,756,450
91,790
9,659,680
302,616,830
1.52
7.01
10.07
0.06
1.16
5.31
14

16. Tata steel price analysis before launch of FPO
Tata Steel price analysis post launch of FPO
15

17. b) ONGC
Few highlights about ONGC:
1.
2.
3.
4.
ONGC is a Fortune Global 500 company ranked 413.
ONGC is Asia's largest and most active company.
ONGC is at Rank 18th in top Global Energy Company Rankings.
ONGC contribute 77% of India's crude oil production and 81% of India's natural gas
production.
5. Objects of the Issue:
6. The object of the Offer is to carry out the disinvestment of 427,774,504 Equity Shares by the
Selling Shareholder.
7. Issue Detail:
8. »» Issue Open:
»» Issue Type: 100% Book Built Issue FPO
»» Issue Size: 427,774,504 Equity Shares of Rs. 5
»» Issue Size: Rs. [.] Crore
»» Face Value: Rs. 5 Per Equity Share
»» Issue Price: Rs. - Rs. Per Equity Share
»» Market Lot:
»» Minimum Order Quantity:
»» Listing At: BSE, NSE
9. ONGC Pre-FPO and Post-FPO Shareholding Pattern
Percentage of
Shareholding
Name of the Holder(s)
President of India
PreFPO
PostFPO
74.14%
Indian Oil Corporation Ltd.
7.69%
Gas Authority of India Ltd.
2.40%
Life Insurance Corporation of India
3.06%
Public
1.95%
Others
10.76%
Total
100%
16

18. The FPO has been given a rating of 3.4
c) ENGINEERS INDIA LIMITED
Objects of the Issue:
The object of the issue is to carry out the divestment of 33,693,660 Equity Shares.
Issue Detail:
»»
»»
»»
»»
»»
»»
»»
»»
»»
Issue Open: Jul 27, 2010 - Jul 30, 2010
Issue Type: 100% Book Built Issue FPO
Issue Size: 33,693,660 Equity Shares of Rs. 5
Issue Size: Rs. 959.65 Crore
Face Value: Rs. 5 Per Equity Share
Issue Price: Rs. 270 - Rs. 290 Per Equity Share
Market Lot: 20 Shares
Minimum Order Quantity: 20 Shares
Listing At: BSE, NSE
Engineers India FPO Tags:
Engineers India Ltd FPO, Engineers India FPO, Engineers India FPO Bidding, Engineers India
FPO Allotment Status, Engineers India drhp and Engineers India Ltd FPO listing.
Issue Subscription Detail / Current Bidding Status
Number of Times Issue is Subscribed (BSE + NSE)
As on Date & Time
Shares Offered / Reserved
Qualified
Institutional
Buyers (QIBs)
16,490,830
Non Institutional Retail Individual
Investors (NIIs)
Investors (RIIs)
4,947,249
11,543,581
Employee
Reservations
712,000
Total
33,693,660
17

19. Day 1 - Jul 27, 2010 17:00 IST
0.0000
0.0000
0.0400
0.0000
0.0100
Day 2 - Jul 28, 2010 17:00 IST
0.9400
0.0100
0.1300
0.0300
0.5100
Day 3 - Jul 29, 2010 17:00 IST
23.4300
0.1400
0.4100
0.1000
11.6300
Day 4 - Jul 30, 2010 17:00 IST
23.4300
5.8500
2.9900
0.5700
13.3600
Engineers India FPO Listing Date
Listing Date:
Thursday, August 12, 2010
BSE Scrip Code:
532178
NSE Symbol:
ENGINERSIN
Listing In:
B Group
Sector:
Consulting Services
ISIN:
INE510A01028
Issue Price:
Rs. 290.00 Per Equity Share
Face Value:
Rs. 5.00 Per Equity Share
Listing Day Trading Information
NSE
BSE
Rs. 290.00
Issue Price:
Rs. 290.00
Open:
Rs. 315.00
Low:
Rs. 315.00
High:
Rs. 329.80
Last Trade:
Rs. 321.15
Volume:
3,766,509
Rs. 315.40
Rs. 315.40
Rs. 330.00
Rs. 320.95
8,918,145
18

20. Price Analysis Post Launch of FPO
Price Analysis before the launch of FPO
19

21. WEBSITES
(I) Bloomberg
www.bloomberg.com
(ii) Money control
www.moneycontrol.com
(iii) Financial Times
www.ft.com
(iv) Angel Broking
www.angelbrolking.com
(v) Yahoo finance
www.in.finance.yahoo.com
(vi) Rediff business
www.business.rediff.com
(vii) Bombay Stock Exchange
www.bse.com
(viii) National Stock Exchange
www.nse.com
(ix) Nasdaq
www.nasdaq.com
(x) Investopedia
www.investopedia.com
BOOKS
(i) The Indian Financial System , Markets , Institutes and Services
Bharati V. Pathak
Pearson publications
20

22. FACEBOOK IPO
The social networking company Facebook, Inc. held its initial public offering (IPO) on May 18,
2012.[1] The IPO was one of the biggest in technology, and the biggest in Internet history, with a peak
market capitalization of over $104 billion.
There was an estimate cut by the underwriters signaling the weak growth of the company in the
second quarter. The estimate cut, moreover, was followed by three additional pieces of information
that were interpreted negatively by some institutional investors:
1) The price range for the deal was increased, which made the deal even less attractive in light of
the estimate cut,
2) The size of the deal was increased, which meant that more stock would be sold, and
3) Many smart institutional Facebook shareholders like Goldman Sachs decided to sell more
stock on the deal—the "smart money," in other words, was cashing out.
Institutional investors, having digested the news of the underwriter estimate cut, were comfortable
buying Facebook stock at $32 a share.
Retail investors, meanwhile, who were presumably unaware of the estimate cut, were comfortable
buying Facebook at $40 a share.
Knowing that a big percentage of the IPO stock could be sold to retail investors instead of institutional
investors, Facebook and Morgan Stanley decided to price the IPO at $38.
Ultimately underwriters settled on a price of $38 per share, at the top of its target range.
First day
Trading was to begin at 11:00 am Eastern Time on Friday, May 18, 2012. However, trading was
delayed until slightly half an hour due to technical problems with the NASDAQ exchange. Those early
jitters would foretell ongoing problems; the first day of trading was marred by numerous technical
glitches that prevented orders from going through, or even confused investors as to whether or not
their orders were successful.
Initial trading saw the stock shoot up to as much as $45. Yet the early rally was unsustainable. The
stock struggled to stay above the IPO price for most of the day, forcing underwriters to buy back
shares to support the price. Only the aforementioned technical glitches and underwriter support
prevented the stock price from falling below the IPO price on the first day of trading.
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23. At closing bell, shares were valued at $38.23, only $0.23 above the IPO price and down $3.82 from
the opening bell value. The opening was widely described by the financial press as a disappointment.
Despite technical problems and a relatively low closing value, the stock set a new record for trading
volume of an IPO (460 million shares). The IPO also ended up raising $16 billion
Aftermath
The IPO had immediate impacts on the stock market. Other technology companies took hits, while
the exchanges as a whole saw dampened prices. Investment firms faced considerable losses due to
technical glitches. Bloomberg estimated that retail investors may have lost approximately $630 million
on Facebook stock since its debut The IPO impacted both Facebook investors and the company
itself. It was said to provide healthy rewards for venture capitalists that finally saw the fruits of their
labor.] In contrast, it was said to negatively affect individual investors such as Facebook employees,
who saw once-valuable shares become less lucrative.[13] More generally, the disappointing IPO was
said to lower interest in the stock by investors. The IPO could jeopardize profits for underwriters who
face investors skeptical of the technology industry. In the long-run, the troubled process "makes it
harder for the next social-media company that wants to go public." Reuters' Alistair Barr reported
that Facebook's lead underwriters, Morgan Stanley (MS), JP Morgan (JPM), and Goldman
Sachs (GS) all cut their earnings forecasts for the company in the middle of the IPO roadshow. ] Some
have filed lawsuits, alleging that an underwriter for Morgan Stanley selectively revealed adjusted
earnings estimates to preferred clients. The remaining underwriters (MS, JPM, and GS) and
Facebook's CEO and board are also facing litigation. It is believed that adjustments to earnings
estimates were communicated to the underwriters by a Facebook financial officer, who in turn used
the information to cash out on their positions while leaving the general public with overpriced shares.
Additionally, a class-action lawsuit is being prepared] due to the trading glitches, which led to botched
orders. Apparently, the glitches prevented a number of investors from selling the stock during the first
day of trading while the stock price was falling - forcing them to incur bigger losses when their trades
finally went through.
In June 2012, Facebook asked for all the lawsuits to be consolidated into one, because of overlap in
their content. Facebook's IPO is now under investigation by SEC and has been compared to pump
and dump schemes. Massachusetts Secretary of State William Galvin subpoenaed Morgan
Stanley over the same issue.
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