What is an Equity Underwriter?
An equity underwriter plays an important role in the initial public offering or IPO process.
Equity underwriters are usually investment banks with a team of IPO specialists. They help to market, distribute and administer the public issuance of securities, usually common or preferred stock. They work closely with the issuing company to ensure that the company meets all regulatory requirements.
The IPO specialists also contact a large network of investment organizations -- such as mutual funds and insurance companies -- to gauge investment interest. This helps an underwriter set the IPO price of the company's stock, the more interest they get the higher the offer price of the stoc. The underwriter also guarantees that a specific number of shares will be sold at that initial price. Anything that doesn't sell will be purchased by the underwriter. This guarantees the stock will be liquid.
What is the Equity Underwriting Process?
The underwriter and issuer need to first determine the kind of offering the issuer needs. A common offering is when the issuer wishes to sell shares via an initial public offering (IPO) in order to receive cash.
Other offerings include:
Secondary offerings: this funnels the proceeds to a shareholder who is selling some or all of his or her shares
Split offerings: This occurs when a portion of the offering goes to the company while the rest of the proceeds goes to an existing shareholder
Shelf offerings: This allows the issuer to sell shares over a two-year period
After determining the offering structure, the underwriter may assemble a syndicate to help manage large offerings. A syndicate is a group of investment banks and brokerage firms that commit to sell a certain percentage of the offering. It’s called a guaranteed offering because the underwriters agree to pay the issuer for 100% of the shares, even if all the shares can't be sold.
With riskier issues, underwriters often act on a "best efforts" basis where they sell as many shares as they can, but no guarantees are made.
The issuer files a prospectus after the syndicate is assembled. The Securities Act of 1933 requires the prospectus to fully disclose all material information about the issuer, including:
A description of the issuer's business
Name and addresses of key company officers
Salaries and business histories of each officer
Ownership positions of each officer
The company's capitalization
An explanation of how it will use the proceeds from the offering
Descriptions of any legal proceedings the company is involved in
With prospectus in hand, the underwriter then proceeds to market the securities by going on a "road show". This is where they give a series of presentations made by the underwriter and the issuer's key executives to financial institutions across the country. The presentation gives potential buyers the chance to ask questions from the management team.
If the buyers like the offering, they make a subscription, a non-binding commitment to purchase.
Purchasers usually subscribe for a certain number of shares because there may not be a firm offering price at the time. This process lets the underwriter gauge the demand for the offering -- called indications of interest -- and determine whether the contemplated price is fair.
Determining the final offering price is one of the underwriter's most important responsibilities. That’s because the price determines the size of the capital proceeds and an accurate price estimate makes it easier for the underwriter to sell the securities.
Once an agreement is reached on price and the U.S. Securities and Exchange Commission (SEC) has made the registration statement effective, the underwriter calls the subscribers to confirm their orders. If the demand is high, the underwriter and issuer might raise the price and reconfirm this with all the subscribers.
The underwriter will close the offering once it’s sure it will sell all of the shares. Then, it’ll purchase the agreed-upon amount of shares from the company and the issuer receives the proceeds minus the underwriting fees.
The underwriters then sell the shares to the subscribers at the offering price, or to others if they’ve withdrawn their bids.
Although the underwriter influences the initial price of the securities, once the subscribers begin selling, the free-market forces of supply and demand dictate the price. Underwriters usually maintain a secondary market in the securities they issue, which means they agree to purchase or sell securities out of their own inventories in order to keep the price of the securities from swinging wildly.
What is the Typical Equity Underwriter Fee?
Typical equity underwriting fees are 6% to 7% of proceeds, depending on the financial institution. Some statistics show that the lower the gross proceeds from the IPO, the higher the percentage charged.