Greenshoe Option

In security issues, a greenshoe option is an over-allotment option. In the context of an initial public offering (IPO), it is a provision in an underwriting agreement that grants the underwriter the right to sell investors more shares than originally planned by the issuer if the demand for a security issue proves higher than expected.

Over-allotment options are known as greenshoe options because in 1919, Green Shoe Manufacturing Company (now part of Wolverine Worldwide Inc.) was the first to issue this type of option. A greenshoe option can provide additional price stability to a security issue because the underwriter has the ability to increase supply and smooth out price fluctuations. It is the only type of price stabilization measure permitted by the Securities and Exchange Commission (SEC).

Greenshoe options typically allow underwriters to sell up to 15% more shares than the original amount set by the issuer if demand conditions warrant such action. Since underwriters are paid a percentage of the IPO, they are interested in making it as large as possible. The prospectus, which is filed with the SEC prior to the IPO, details the actual percentage and conditions related to the option.

Underwriters use greenshoe options in one of two ways. First, if the IPO is a success and stock prices surge, the underwriters exercise the option, buy the extra stock from the company at the predetermined price, and send those extra shares, at a profit, to whoever bought them. Contrastingly, if the price starts to fall, they buy back the shares from the market instead of the company to cover their short position, supporting the price of the stock.

Some issuers prefer not to include greenshoe options in their underwriting agreements under certain circumstances, such as if the issuer wants to fund a specific project with a fixed amount of cost and does not want more capital than it originally sought.

A famous example of a greenshoe option at work is the Facebook Inc. IPO of 2012. In that case, underwriters agreed to sell 421 million shares of the company at $38. Proving to be incredibly popular, they exercised their greenshoe option, effectively selling 484 million shares on the open market.

In 2014, underwriters exercised their greenshoe option during the IPO of Alibaba Group Holding Ltd., making it the largest IPO in history at the time, at $25 billion.