Saturday, September 14, 2013

I.P.O - Greenshoe Option

When a company goes public, it does so with an initial public offering of stock. Initial Public Offer or IPO is issued for subscription in the primary market by companies to mobilize funds from general public. The offer document associated with each of the issued IPO besides including other essential details entails the 'greenshoe option'.

A greenshoe option is one of several rules regarding an Initial Public Offering (IPO) that helps a company or business to go public. The question now is what are the provisions under this option.

The greenshoe option deals with being able to facilitate a stock value to stabilize price. There are several kinds of greenshoe options that underwriters, the people responsible for bringing the stock offering to market, can use to make sure that the stock is priced correctly.

Investors can buy in at a defined stock price, but they often must hold the stock for a certain amount of time. This is called an IPO lock-up period. The rules of the lock-up period mean that the stock price is not allowed to fluctuate as it generally would on the common market.

The greenshoe option is not named for anything concerning its literal application to an IPO. Greenshoe option also referred to as over-allotment option was termed Greenshoe option as Green Shoe Manufacturing Company now known as Stride-Rite Corp, that pioneered its use, for the first time implemented the greenshoe provision in their IPO underwriting agreement. The option is regulated by Securities and Exchange Board of India (SEBI).Many companies involved in an IPO have since applied a greenshoe option in order to encourage growth during and after an initial public offering. It is a price stabilizing mechanism for maintaining post issue price stability.

A green shoe option is a clause contained in the underwriting agreement of an initial public offering (IPO). Also known as an over-allotment provision, it allows the underwriting syndicate to buy up to an additional 15% of the shares at the offering price if public demand for the shares exceeds expectations and the stock trades above its offering price.

In a greenshoe option, the underwriter can issue up to 15% more stock than the original issued shares if high demand is a problem.

When an issue is oversubscribed then this option can be undertaken to bring stability to the price of a security. Over subscription means there is more demand than supply for the underline security and this mismatch can result in the huge fluctuations to the price of security post listing and in order to bring the confidence and stability to the price additional issued shares are under Green shoe option are supplied in to the market.

According to experts, using additional stock in a short sale can also help stabilize the stock price. What the underwriter does with the extra stock can help create a stock price that will resemble the initial offer price.

Partial, whole, or reverse greenshoe options are useful to those who have to do the work of shoring up the value of an IPO. In addition, other rules often affect an IPO, including a “quiet period,” where staffers of a company or business are prohibited from talking about the value of their stock for a certain amount of time. The Securities and Exchange Commission, the agency in charge of regulating the stock market, sets these rules to limit volatility and promote healthy trading.

The greenshoe option can help underwriters, or “stabilizers” deal with the effects of a red herring prospectus, which is a document issued before all of the fine print on an IPO is set in place. The greenshoe option can also be helpful in a “break issue” situation, where various factors lead to a stock's price sagging lower than the original offer price. Factors in a break issue can include lock of consumer faith in a product, an overall economic downturn, or the spread of rumors about a company.

Let us understand greenshoe option with an example :

In case a company X floats an IPO of issue size of 5 million shares with 10% greenshoe option. And in case it witnesses surge in demand, underwriters to the issue can issue additional 5lakh shares.

Implication of exercise of greenshoe option for investor

The exercise of greenshoe option increases the probability of shares being issued to the investor. Also, the option is likely to result in price stability of the stock post listing on the exchange in comparison to the overall stock market outlook.

Some IPO agreements do not include greenshoe options in their underwriting agreements. This is usually the case when the issuer wants to fund a specific project at a pre-determined cost and does not want to be responsible for more capital than it originally sought.

A green shoe option can create greater profits for both the issuer and the underwriting company if demand is greater than expected. It also facilitates price stability.

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