How Public Companies Raise Equity Capital in US Markets

Public companies raise equity capital through two primary mechanisms: initial public offerings (IPOs) and follow-on offerings. In 2023, US companies raised $26.8 billion through 154 IPOs and an additional $108 billion through follow-on offerings on NYSE and Nasdaq combined (Renaissance Capital, 2024). Understanding these processes matters because equity issuance directly affects share count, ownership dilution, and stock price dynamics.

What Equity Capital Raising Means

Equity capital represents ownership funding that companies receive in exchange for issuing new shares. Unlike debt (which requires repayment with interest), equity capital creates permanent ownership claims with no mandatory cash outflows.

Primary market issuance occurs when companies sell newly created shares directly to investors. The company receives the proceeds. Secondary market trading involves existing shareholders selling to new buyers. The company receives nothing from secondary trades.

The point is: when you buy an IPO allocation, you're buying from the company. When you buy shares on the exchange afterward, you're buying from another investor.

Key parties in equity issuance:

• Issuer: The company selling shares
• Underwriters: Investment banks managing the offering (Goldman Sachs, Morgan Stanley, JPMorgan dominate US IPO underwriting)
• Lead manager (bookrunner): The bank coordinating price discovery and allocation
• Syndicate: Group of banks sharing underwriting risk and distribution
• SEC: Securities and Exchange Commission, which reviews and approves registration statements

How Primary Equity Issuance Works

Initial Public Offerings (IPOs)

An IPO converts a private company into a publicly traded one. The process takes 4-6 months and involves substantial costs.

The IPO process follows this sequence:

1. Engagement (Week 1-4): Company selects lead underwriter through "bake-off" competition. Underwriters pitch valuation ranges and distribution capabilities.

2. Due diligence (Week 4-12): Lawyers and accountants audit financials, contracts, and risk factors. Company prepares S-1 registration statement.

3. SEC filing (Week 12): S-1 filed publicly on EDGAR. Contains prospectus with financial statements, use of proceeds, risk factors, and management discussion.

4. SEC review (Week 12-20): SEC staff issues comment letters requesting clarifications. Company files amendments (S-1/A) until SEC declares registration effective.

5. Road show (Week 16-20): Management presents to institutional investors in 40-60 meetings over 2 weeks. Underwriters gauge demand and price sensitivity.

6. Pricing (Evening before trading): Based on book of orders, underwriters and company agree on final IPO price per share.

7. Trading (Day 1): Shares begin trading on NYSE or Nasdaq. Opening price often differs from IPO price based on supply/demand.

IPO costs break down as follows:

• Underwriting discount: 5-7% of gross proceeds (underwriters keep this spread)
• Legal fees: $1-3 million
• Accounting fees: $500,000-2 million
• SEC filing fees: 0.0001278% of maximum aggregate offering price
• Exchange listing fees: $125,000-500,000 (varies by exchange and market cap)

Follow-On Offerings

Already-public companies raise additional equity through follow-on offerings (also called secondary offerings or seasoned equity offerings).

Two types of follow-on offerings:

1. Dilutive (primary): Company issues new shares. Share count increases. Existing holders experience ownership dilution. Company receives proceeds.

2. Non-dilutive (secondary): Existing shareholders (insiders, private equity, venture capital) sell their shares. Share count stays constant. Company receives nothing.

Follow-on offerings typically execute faster than IPOs (2-4 weeks) because the company already has public financial disclosure. SEC review uses shelf registration (Form S-3) for established issuers, allowing quick access to capital markets.

Worked Example: IPO Mechanics and Dilution Math

Company situation:

• Pre-IPO shares outstanding: 80 million
• Pre-IPO valuation (last private round): $4 billion
• Implied pre-IPO share price: $50 ($4B / 80M shares)
• IPO target: Raise $500 million
• IPO price: $40 per share (discount to private valuation)

Share count calculation:

• New shares issued: 12.5 million ($500M / $40)
• Post-IPO shares outstanding: 92.5 million (80M + 12.5M)
• Ownership dilution: 13.5% (12.5M / 92.5M)

Proceeds distribution:

• Gross IPO proceeds: $500 million
• Underwriting discount at 6%: $30 million
• Net proceeds to company: $470 million

Post-IPO valuation:

• At IPO price ($40): $3.7 billion (92.5M shares x $40)
• At 20% first-day pop ($48): $4.44 billion

Existing shareholder math:

• Pre-IPO ownership: 100% of 80M shares = 80M shares
• Post-IPO ownership: 86.5% of company (80M / 92.5M)
• Share value at IPO price: $3.2 billion (80M x $40)
• Share value at $48 (day 1 close): $3.84 billion

The practical point: dilution reduces your ownership percentage, but if the IPO price exceeds your cost basis, your dollar value increases despite owning a smaller percentage of a larger pie.

Market Cap Impact and Trading Volume Metrics

How IPO affects market cap:

Market capitalization equals share price multiplied by shares outstanding. Using the example above:

Typical IPO trading volume:

• Day 1 volume: 30-100% of IPO shares offered (high volatility)
• Week 1 average daily volume: 15-40% of shares offered
• Stabilization period: 3-6 months before volume normalizes
• Normal trading volume: 1-3% of float daily for liquid stocks

The 2023 median IPO saw first-day trading volume of 45 million shares against median offering size of 18.5 million shares, representing 2.4x turnover (Renaissance Capital data).

SEC Filing Requirements and Investor Access

Key SEC filings for equity capital raising:

Accessing IPO allocations as retail investor:

• Most IPO shares go to institutional investors (80-90%)
• Retail allocation typically requires $100,000-500,000 minimum account balance
• Fidelity, Schwab, and TD Ameritrade offer IPO access programs
• Many hot IPOs have zero retail allocation available
• Alternative: Buy shares in secondary market after trading begins (pay market price, not IPO price)

Risks and Tradeoffs in Equity Issuance

For investors:

• Dilution risk: Each follow-on offering reduces your ownership percentage
• Signaling concern: Large insider sales in secondary offerings may signal pessimism
• Pricing uncertainty: IPO prices often set below fair value, creating first-day pops that benefit IPO buyers but not later purchasers
• Lock-up expiration: Insider shares typically locked for 180 days post-IPO. Expiration creates selling pressure.

For companies:

• Cost of capital: 5-7% underwriting fees plus legal/accounting costs make equity expensive
• Disclosure burden: Public companies face quarterly reporting, SOX compliance, and activist scrutiny
• Timing risk: Market downturns can force IPO postponement or cancellation
• Valuation pressure: Must justify valuation to public market investors with different expectations than private investors

Historical IPO performance context:

From 2010-2023, the average IPO generated 16.3% first-day returns but underperformed the S&P 500 by 3.4% annually over the following three years (University of Florida data). The pattern: IPO buyers capture first-day pop, but long-term holders face underperformance.

Next Steps

1. Review S-1 filings on SEC EDGAR for any company you're considering buying near IPO. Focus on "Use of Proceeds" (where money goes), "Risk Factors" (what could go wrong), and "Dilution" (how much existing holders are affected).

2. Calculate dilution impact before investing in companies that frequently raise equity. Divide expected new shares by post-offering shares outstanding to quantify ownership reduction.

3. Track lock-up expirations using IPO calendars (Renaissance Capital, Nasdaq IPO calendar). Mark dates 180 days post-IPO when insider selling pressure typically increases.

4. Compare follow-on pricing to current market price. Discounts of 5-10% on follow-ons are common and may indicate company needs capital urgently.

5. Verify underwriter track record before participating in IPOs. Top-tier underwriters (Goldman, Morgan Stanley, JPMorgan) have better long-term IPO performance than lower-tier banks.