Capital Markets
Follow a company from its last private round to its first day of public trading and you pass through everything this category covers.
The explainers walk the IPO bookbuilding process, the underwriter syndicate, the greenshoe over-allotment, and lock-up dynamics, then weigh a traditional IPO against a direct listing and a SPAC.
Cross-border and dual listings, secondary offerings, and the special purpose vehicles behind deals round out the set.
The emphasis from Investing With Purpose is on incentives: why issuers and banks structure a deal a given way, and what that means for the investors buying in.
Read it to understand how shares actually reach the public market.
Bookbuilding is the US market's default method for setting the price and buyer list of an initial public offering. Over…
An underwriter syndicate is the group of investment banks that jointly price, place, and distribute an equity offering.…
The greenshoe is a contractual option that lets IPO underwriters sell up to 15 percent more shares than the base deal…
A direct listing lists existing shares on an exchange without selling new shares, without a bookbuilt price, and…
The IPO lockup is a 180-day contractual restriction that prevents insiders from selling their shares immediately after…
A follow-on offering is any public sale of equity after a company's IPO. The mechanics vary from multi-week marketed…
A PIPE, short for Private Investment in Public Equity, is a negotiated sale of an already-public company's securities…
SEC Rule 144 is the federal safe harbor that lets holders of restricted or control securities resell them into the…
A cross-border listing comparison sets the three main ways a company can offer its shares to investors in a foreign…
Dual listing mechanics describe how a single company gets its shares trading on two stock exchanges at once. Done with…
A secondary listing strategy is the choice to admit a company's shares for trading on a second exchange while keeping…
Rule 144A is the SEC safe harbor that lets issuers place unregistered securities with large institutions and allows…
A special purpose acquisition company is a shell with cash and a clock. It raises money through an IPO, parks the…
The de-SPAC is the merger transaction that turns a blank-check shell into a real operating public company. It runs from…
An at-the-market (ATM) program is a shelf-registered equity-issuance facility that lets a public company drip new…
A reverse merger is a back-door path to the public markets. A private operating company acquires or combines with an…
Regulation S is the SEC's offshore safe harbor. It lets issuers sell securities outside the United States without…
Regulation A+ is a scaled public-offering exemption that lets smaller companies raise up to $75 million a year from…
A SPAC warrant is a long-dated call option on the combined company's stock, attached to the SPAC IPO unit as a…
A convertible note is a bond with an equity call option embedded inside it. The holder earns a fixed coupon until…
A PIK note pays interest in more debt rather than in cash. Instead of writing a check each coupon period, the issuer…
A PIPE common stock placement is a private sale of newly issued shares by a public company to a small group of…
A block trade is a privately negotiated purchase of a large parcel of shares, usually executed overnight between a…
The greenshoe is an overallotment option granted to underwriters that lets them sell up to 15 percent more shares than…
An Up-C, short for umbrella partnership C-corporation, is an IPO structure that lets the founders of a pass-through…
A bought deal is an equity sale where the underwriter buys the entire offering from the issuer at a firm price before…
Rule 506(c) of Regulation D is the SEC exemption that permits private issuers to publicly advertise a securities…
Rule 506(b) of Regulation D is the most widely used federal exemption for private securities offerings. It lets an…
Form 4 is the SEC filing that officers, directors, and 10 percent beneficial owners of a public company must submit…
Schedule 13D and Schedule 13G are the two SEC filings that beneficial owners of more than 5 percent of a public…
The Hart-Scott-Rodino Act requires parties to large mergers and acquisitions to notify the Federal Trade Commission and…
SPAC listing mechanics explain how a shell company with no business raises money in an IPO, parks the cash in a trust,…
Special purpose vehicle SPV incorporation is the act of creating a separate legal entity for a single, defined purpose,…