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Going Public via Initial or Direct Public Offering: The Role of an Underwriter

Aug 17, 2007
Perhaps the most visible and familiar element of the initial public offering process is the underwriter. The underwriter is the organization that is actually responsible for pricing, selling, and organizing the issue, and it may or may not provide additional services. With direct public offerings, there is no need for an underwriter.

Selection of a good underwriter is of the utmost importance, but it's important to understand that many underwriters are equally selective of their clients. Because an underwriter's reputation depends on successful issues, few firms will be willing to stake their reputation on questionable companies.

When selecting an underwriter, it's important to seek out an established company with a good reputation and quality research coverage in your field. The decision may also depend on the kind of agreement the underwriter is willing to make regarding the sale of shares. For profitable and established private companies, it shouldn't be difficult to locate an underwriter willing to make a firm commitment arrangement. Under such an agreement, the underwriter agrees to buy all issues shares, regardless of ability to sell them at a particular price.

For riskier or less established companies, an underwriter may offer a best efforts arrangement for the initial public offering. A best efforts contract requires the underwriter to buy only enough shares to fill investor demand. Under this arrangement, the underwriter accepts no responsibility for unsold shares.

Aside from fees and sales arrangements, most underwriters are fairly similar in their roles. An underwriter will assist in the preparation and submission of all appropriate SEC filings, helping potential investors make informed decisions about your offering. All underwriters are required to exercise due diligence in verifying the information they submit, so a certain amount of investigation should be expected from any responsible underwriter.

In addition to SEC registration filings, the underwriter will create a preliminary prospectus that will become a major part of the issue's marketing campaign. This document is also referred to as the red herring, after a small red passage in the document that states that the company is not attempting to sell shares prior to SEC approval.

Once SEC approval is obtained, the underwriter and the corporation will embark on a road show to gauge and attract interest from investors. While the road show does not involve getting binding commitments from investors, it helps the underwriter determine the best strategies for pricing and issuance.

After the initial public offering, the underwriter continues to provide services for the newly public corporation. For months or even years after the offering, the underwriter may continue to make a market for the stock, ensuring liquidity for investors and making the shares more desirable. Twenty-five days after the issue, the underwriter is also permitted to make statements or projections regarding the company and its prospects. Prior to that time, there is an SEC-mandated quiet period, since investors are forced to rely only on the documents filed by the underwriter. Most underwriters opt to provide favorable coverage at the end of the quiet period.

Because an initial public offering is so complex and expensive, it's important to have a good understanding of what to expect from an underwriter. Without knowing what to expect, it's impossible to make a wise and informed selection.
About the Author
Joel Arberman is the Managing Member of Public Financial Services, LLC. We help private companies through the process of going public via an initial public offering (ipo)
or direct public offering. Learn more at www.PublicFinancial.com
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