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A stock issue can be underwritten by several methods.
The underwriter can act as an agent, in which it tries to sell as much of the issue as it can at market prices. This is a best effort arrangement. The issuing company can also agree to issue new stock on the condition that all of it is sold. If all of the stock is not sold, then it will withdraw the issue. This is an all-or-none arrangement. A negotiated underwriting is when the issuer and the corporation negotiate the terms of the issue, the price, the size and other details. The issue may be subject to competitive bids from investment bankers. The top bidder underwrites the issue and resells it to the public. When a public company issues more of its stock, it must first offer that stock to existing shareholders; that is their preemptive right. A standby is the public sale of whatever stock theexisting shareholders have not yet purchased. A firm commitment arrangement is when an investment banker buys all of the stock from the corporation and then resells it to the public at a higher price. A private placement is an offering in which the company sells to private investors and not to thepublic. Private placements do not have registration fees. |
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