Bought Deal

A bought deal is a securities offering in which an investment bank commits to buy the entire offering from the client company. A bought deal eliminates the issuing company’s financing risk, ensuring that it will raise the intended amount. However, the client firm will likely get a lower price by taking this approach instead of pricing it via the public markets with a preliminary prospectus filing.

A bought deal is relatively risky for the investment bank. This is because the investment bank must turn around and try to sell the acquired block of securities to other investors for a profit. The investment bank assumes the risk of a potential net loss in this scenario, either that the securities will sell at a lower price after losing value, or that they will not sell at all.

To offset this risk, the investment bank often negotiates a significant discount when buying the offering from the issuing client. If the deal is large, an investment bank may team up with other banks and form a syndicate so that each firm bears only a portion of the risk.

Several kinds of initial public offerings (IPOs) exist. Two major categories include fixed price and book building IPOs. A company can employ these types separately or combined.

In a fixed price offering, the company going public (issuing company) determines a set price, at which it will offer its shares to investors. In this scenario investors know the share price before the company goes public. Investors must pay the full share price when applying for participation in the offering.

In book building an underwriter will attempt to determine a price, at which to offer the issue. The underwriter will base this price point on demand from institutional investors. As an underwriter builds her book, she accepts orders from fund managers. Fund managers will indicate the number of shares they desire and the price they are willing to pay.

In all forms of IPOs, underwriters and/or a syndicate of underwriters will facilitate some or all of the below steps.

• The formation of an external IPO team, consisting of an underwriter(s), lawyers, certified public accountants (CPAs), and Securities and Exchange Commission (SEC) experts.
•  The compilation of detailed company Information, including financial performance and expected future operations.
•  The submission of financial statements for official audit.

In most forms of IPOs, except that of a bought deal, underwriters will support the compilation and filling of a preliminary prospectus with the SEC prior to setting the offering date.