Investment Bankers and Underwriting

Public offerings of both stocks and bonds typically are marketed by investment bankers, who in this role are called underwriters. More than one investment banker usually markets the securities. A lead firm forms an underwriting syndicate of other investment bankers to share the responsibility for the stock issue.

The bankers advise the firm regarding the terms on which it should attempt to sell the securities. A preliminary registration statement must be filed with the Securities and Exchange Commission (SEC) describing the issue and the prospects of the company. This preliminary prospectus is known as a red herring because of a statement printed in red that the company is not attempting to sell the security before the registration is approved. When the statement is finalized and approved by the SEC, it is called the prospectus. At this time the price at which the securities will be offered to the public is announced.

In a typical underwriting arrangement the investment bankers purchase the securities from the issuing company and then resell them to the public. The issuing firm sells the securities to the underwriting syndicate for the public offering price less a spread that serves as compensation to the underwriters. This procedure is called a firm commitment. The underwriters receive the issue and assume the full risk that the shares cannot in fact be sold to the public at the stipulated offering price. Figure 3.1 depicts the relationship among the firm issuing the security, the underwriting syndicate, and the public.

An alternative to firm commitment is the best-efforts agreement. In this case the investment banker agrees to help the firm sell the issue to the public but does not actually purchase the securities. The banker simply acts as an intermediary between the public and the firm and thus does not bear the risk of being unable to resell purchased securities at the offering price. The best-efforts procedure is more common for initial public offerings of common stock, for which the appropriate share price is less certain.

Corporations engage investment bankers either by negotiation or by competitive bidding. Negotiation is far more common. Besides being compensated by the spread between the purchase price and the public offering price, an investment banker may receive shares of common stock or other securities of the firm.

Figure 3.1 Relationship among a firm issuing securities, the underwriters, and the public.

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