Primary and secondary equity markets: issuing shares and why trading matters
KnownMemorizeRoutes to the public market
| Route | What happens | New shares? |
|---|---|---|
| Initial public offering (IPO) | First public sale; banks underwrite, book building sets the price | Usually |
| Special purpose acquisition company (SPAC) | Shell raises cash in trust, buys a private firm (de-SPAC) within about two years, or returns the cash | Yes (its own IPO) |
| Direct listing | Existing shares listed, no underwriter, market sets the price | No |
| Back door listing | Private firm acquires a listed company to use its listing | No offering needed |
| Primary follow-on | Listed company sells new shares | Yes, dilutive |
| Secondary follow-on | Existing owners sell to the public | No, not dilutive |
Memory hook Follow the cash: to the company = new shares = dilution; to existing owners = no dilution; between investors = secondary market.
Know it cold Underpricing = (first-day close − offer price) ÷ offer price.
Key terms
- primary equity market Memorize
- secondary equity market Memorize
- initial public offering (IPO) Memorize
- underwriting Know the idea
- equity prospectus Know the idea
- book building Use it
- IPO underpricing Use it
- principal-agent problem Know the idea
- public offering Know the idea
- private placement Know the idea
- privatization Know the idea
- spin-off Know the idea
- special purpose acquisition company (SPAC) Memorize
- de-SPAC transaction Know the idea
- direct listing Memorize
- back door listing Use it
- seasoned equity offering Memorize
- dilutive (primary) follow-on offering Memorize
- non-dilutive (secondary) follow-on offering Memorize
- price discovery Use it
- restricted stock units (RSUs) Know the idea
- share-based compensation Know the idea
- Initial public offering (IPO) Memorize underwritten; prospectus and book building
- Special purpose acquisition company (SPAC) Memorize listed shell with cash in trust; must buy a private firm in about two years
- Direct listing Memorize existing shares, no underwriter, no new money
- Back door listing Use it private firm buys a listed one
- Follow-on offering Memorize
- Primary follow-on new shares: dilutive
- Secondary follow-on existing holders sell: not dilutive
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- Liquidity Know the idea trade readily in rising and falling markets
- Price discovery Memorize observed prices give returns and a valuation reference
- Data for risk and return Know the idea price histories, comparison with peers and an index
- Feedback to management Know the idea plans judged by the share price
- Pay in shares Know the idea restricted stock units (RSUs) and options
- Health signal for stakeholders Know the idea suppliers, customers, employees, policymakers
Formulas
Quick example
Offer price 26.00 Swiss francs (CHF), first-day close CHF 30.68: (30.68 − 26.00) ÷ 26.00 = 18.0%.
- 30.68−26=÷26= 0.18
- 30.68ENTER26−26÷ 0.18
ENTER enter (on the HP, puts the number on the stack)
Quick example
You hold 9 million of 120 million shares. A follow-on sells 15 million new and 24 million existing shares: 9 ÷ 135 = 6.67%.
- 9÷(120+15)= 0.06667
- 9ENTER120ENTER15+÷ 0.06667
ENTER enter (on the HP, puts the number on the stack)