For many of these contracts, banks act as market makers by quoting both a bid (price at which they are prepared to buy) and an ask (price at which they are prepared to sell). Banks typically ensure that their exposures to market variables are kept within certain limits, but they do not (usually) eliminate those exposures entirely. As a result, banks are always exposed to some market risk.
A bank has agreed to underwrite an issue of 50 million shares by ABC Corporation. In negotiations between the bank and the corporation the target price to be received by the corporation has been set at $30 per share. This means that the corporation is expecting to raise 30 × 50 million dollars or $1.5 billion in total. The bank can either offer the client a best efforts arrangement where it charges a fee of $0.30 per share sold so that, assuming all shares are sold, it obtains a total fee of 0.3 × 50 = $15 𝑚𝑖𝑙𝑙𝑖𝑜𝑛. Alternatively, it can offer a firm commitment where it agrees to buy the shares from ABC Corporation for $30 per share.
The bank is confident that it will be able to sell the shares, but is uncertain about the price. As part of its procedures for assessing risk, it considers two alternative scenarios. Under the first scenario, it can obtain a price of $32 per share; under the second scenario, it is able to obtain only $29 per share.
In a best-efforts deal, the bank obtains a fee of $15 million in both cases. In a firm commitment deal, its profit depends on the price it is able to obtain. If it sells the shares for $32, it makes a profit of (32 − 30) × 50 = $100 million because it has agreed to pay ABC Corporation $30 per share. However, if it can only sell the shares for $29 per share, it loses (30 − 29) × 50 = $50 million because it still has to pay ABC Corporation $30 per share.
The situation is summarized in the table following. The decision taken is likely to depend on the probabilities assigned by the bank to different outcomes and what is referred to as its “risk appetite.”
Profits If Best Efforts | Profits If Firm Commitment | |
---|---|---|
Can sell at $29 | + $15 million | − $50 million |
Can sell at $32 | + $15 million | + $100 million |
Bidder | Number of Shares | Price |
---|---|---|
A | 100,000 | $30.00 |
B | 200,000 | $28.00 |
C | 50,000 | $33.00 |
D | 300,000 | $29.00 |
E | 150,000 | $30.50 |
F | 300,000 | $31.50 |
G | 400,000 | $25.00 |
H | 200,000 | $30.25 |
There were some mistakes made and Google was lucky that these did not prevent the IPO from going ahead as planned. Sergei Brin and Larry Page gave an interview to Playboy magazine in April 2004. The interview appeared in the September issue. This violated SEC requirements that there be a “quiet period” with no promoting of the company’s stock in the period leading up to an IPO. To avoid SEC sanctions, Google had to include the Playboy interview (together with some factual corrections) in its SEC filings. Google also forgot to register 23.2 million shares and 5.6 million stock options.
Google’s stock price rose rapidly in the period after the IPO. Approximately one year later (in September 2005), it was able to raise a further $4.18 billion by issuing an additional 14,159,265 shares at $295. (Why the odd number? The mathematical constant π is 3.14159265…)