Many corporations are initially owned by only a handful of people who don't actively
trade the stock to outsiders. But rapidly growing corporations often need to obtain
more financial capital than such a small group can provide. Such firms may decide to
go public by issuing additional stock and offering it to the general public. The first
time a corporation sells its stock in a public offering, the sale is called an initial public
offering, or IPO. The process typically involves four steps:
Selecting an investment bank: Many firms that go public enlist the help of a
financial intermediary known as an investment bank. The investment bank assists
the firm at every step of the IPO, from the planning and market assessment until the
day of the actual offering. Determining how to structure the offer is a key role of the
investment bank.
Preparing the IPO paperwork: Before going public, a firm must file a registration
statement with the Securities and Exchange Commission (SEC). This statement
provides a detailed description of both the firm and the securities, including the firm's
key financial statements plus additional financial information. The investment bank
usually helps prepare this long, complex document. The firm later includes much of
the information from the registration statement in its prospectus, which the firm must
give to all investors who are interested in purchasing the securities.
Arranging for financing: One of the key responsibilities of the investment bank is to
arrange for the actual sale of the securities. The investment bank typically uses either
a best efforts or a firm-commitment approach. Under a best efforts agreement, the
investment bank provides advice about pricing and marketing and assists in finding
potential buyers. But it doesn't guarantee that the firm will sell all of its securities at a
high enough price to meet its financial goals. Under a firm-commitment arrangement,
the investment bank underwrites the issue. This means that the investment bank
itself purchases all of the shares, which guarantees that the firm issuing the stock will
receive a known amount of new funds directly from the investment bank. The
investment bank makes its profit by reselling the stock to investors at a higher price.
Carrying out the offer: On the day of the actual IPO, the investment bank normally
takes charge, handling all of the details to ensure that investors receive their securities
and copies of the final prospectus, and the firm receives its funding.