While the secondary stock market is largely a free market where demand and supply for stock create a market price, initial public offerings (IPO) are different. After the initial price and size of the offering are set by the underwriting syndicate managing the IPO, there are several legitimate methods that brokerage firms underwriting the IPO use to restrict additional supply of shares, which would be a drag on the stock price. Oftentimes, after these restrictions are lifted, the stock price takes a step down. As a result, IPO investors should mark these key post IPO dates on their calendars, when an IPO stock’s price could face downward pressure.
Quiet Period (Securities Analysts)
“Quiet period” refers to the 40 days after the IPO during which an underwriting firm participating in an offering cannot publish or distribute research reports about the issuer. These rules are set by Financial Industry Regulatory Authority, or FINRA, and the SEC, although the FINRA has been proposing a shorter time frame.
In plain words, after the IPO, securities analysts belonging to the underwriting syndicate (top firms that brought the IPO to market), are forbidden from writing about the company. Other analysts, typically smaller firms who did not get a piece of the underwriting action, can publish research. However, since only the underwriting analysts (who came across the “Chinese Wall”) were part of the roadshow process, they have significantly more detailed insight into the IPO company. After the quiet period, these analysts can in effect “speak their minds,” as they are no longer part of the sales syndicate, and their independence is restored. A research initiation with a “sell” rating from an underwriter’s analyst could mean bad news from the stock’s perspective.
The exception to this 40 day quiet period rule is the Jumpstart Our Business Startups (JOBS) Act that requires FINRA and the SEC to eliminate these restrictions with respect to smaller Emerging Growth Companies (EGC).
First Quarterly Earnings Announcement and 10-Q Filing (Issuer)
During the IPO roadshow process, major institutional investors are shown hundreds of slideshow presentations, some of which contain forward looking statements like 3 or 5 year growth projections. However, by law, issuers and underwriters cannot hand out any of this information in writing. Such projections are also missing from pre-IPO registration statements (“red herrings”). As a result, for most investors, the first public discussion for the IPO issuer is the earnings release. According to SEC rules, each company must file their quarterly earnings release and 10-Q report of unaudited company filings within 40 days of the company’s fiscal quarter end. The company’s first earnings release and earnings conference call are extremely important to establish expectations of the company’s future growth. If the stock is expensive, or the outlook disappoints, research analysts can cut their ratings and investors may bail on the stock, causing the price to decrease.
Flipping Rule (Institutional Investors)
According to FINRA, “flipping” is the practice of selling new issues into the secondary market at a profit within 30 days following the offering date. Because these sales create downward pressure on the secondary market trading price, underwriters and IPO selling group members typically discourage such sales. Under most syndicate selling agreements, a managing underwriter is permitted to impose a “penalty bid” on syndicate members to reclaim the selling concession for allocations that were flipped. After 30 days, investors who were allocated shares during the IPO are free to sell if they choose, without impacting their participation in future IPOs. This also creates a downward pressure on the stock.
Lockup expiration for insider sales
Most IPOs features a lock up provision which prevents insiders, including employees or venture capitalists who held pre-IPO shares, from selling them soon after the IPO. In most cases, it lasts 180 days. Some states even require lockup agreements under their “blue-sky” laws. Although the term is not mandated by the SEC, securities laws require a company using a lockup to disclose the terms in its registration documents, including its prospectus.
The final prospectus, as well as proxy documents, list the number of restricted shares held by the company’s insiders. These shares essentially create an overhang, because they mean additional supply of shares, which typically causes the stock price to go down, especially if the valuation is premium. As a result, IPO shares often see a dip if there is a flurry of insider selling after the lockup expiration.
Disclaimer: The above is for information only and does not constitute legal or investment advice. Author is a former stock research associate who has participated in the IPO process on behalf of her former employer.