IPO Intelligence Glossary
A B C D E-F G H I-J K-L M-N O P Q R S T U V-Z
E-F
E-Manager
Brokerage firms that both specialize in offering online trading
capabilities and participate in IPO underwritings are called e-managers.
They have arrangements with the lead managers to allocate a certain
amount of the offering to their customers, predominately individual
investors. Many e-managers allocate the shares on a first-come,
first-served basis.
EDGAR
Established by the SEC, this is the system used by companies and
mutual funds to file documents electronically. It is significant
to individual investors, because you can directly access the EDGAR
filing room on the Internet and retrieve IPO prospectuses, annual
reports and quarterly filings for free.
Emerging Growth Companies
Privately held companies who exhibit large growth potential and
could be considered as a potential IPO candidate
Escrow
Where investor funds are held, usually by a bank or brokerage firm,
until a public offering has been deemed to be fully funded and
closed.
Fallen Angel
These are high quality companies which drop below their issues prices
due to market conditions or lack of research coverage. Knowledgeable
investors often do screens of IPOs that have performed poorly to
identify the gems among the pieces of coal.
Fast Track
It usually takes eight weeks for an IPO to complete the offering
process, which begins with the filing of the registration statement
with the SEC and ends with the pricing of the IPO. However, some
companies are so confident that their registration statements will
pass SEC review with no changes that they speed up the process by
printing the preliminary prospectus immediately and beginning the
road show process. These IPOs are on a fast track.
Final Prospectus
After the IPO has been priced, the company prints a final updated
prospectus and distributes it to buyers of its IPO. The final prospectus
contains the information presented to the public in the preliminary
prospectus, printed before the offering.
First Day Close
The closing price at the end of the first day of trading reflects
not only how well the lead manager priced and placed the deal, but
what the near-term trading is likely to be. For example, IPOs that
shoot up 100% or 200% on their first day of trading are likely to
fall back in price on subsequent days due to profit taking. Conversely,
IPOs that break offer price immediately are likely to drop further
as institutions bail out. Breaking IPO price right out of the box
is a poor reflection on the lead manager's pricing and placement.
Flipping
These are market participants who try to get shares of stock at
the IPO price and immediately sell the shares in the aftermarket.
While many flippers are small players looking for a point or two
of quick profit, large, well-known mutual funds also practice flipping.
It is a controversial practice because the underwriters want to
control the trading in the IPO immediately after it goes public
and the company wants their shares placed with long-term investors.
However, flipping also provides liquidity for additional purchases
of stock. The underwriters try to discourage flipping by placing
stock in the hands of long term investors, particularly ones that
have promised aftermarket orders. Nevertheless, flippers who are
identified by underwriters move on to flip again by setting up new
firms. Brokerage firms try to curb flipping by individual investors
by imposing waiting periods and fees on sellers and a penalty bid
on the individual's broker. To the underwriters dismay, however,
the largest institution investors and mutual funds continue to flip
with impunity because of their great size and influence.
Float
When a company is publicly traded, a distinction is made between
the total number of shares outstanding and the number of shares
in circulation, referred to as the float. The float consists of
the company's shares held by the general public. For example, if
a company offers 2 million shares to the public in an IPO and has
20 million shares outstanding, its float is 2 million shares.
Friends and Family
IPO shares set aside by underwriters to be allocated, at the behest
of the issuer, to individuals and entities which have a close working
or familial relationship with the issuer. These shares are sold
at the IPO price. Examples include: suppliers, top customers, consultants,
employee relatives, etc.
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