An initial public offering (IPO) is the culmination of years of hard work for companies and their leaders. Selling shares to the public for the first time signifies growth, prestige, and investor enthusiasm—not to mention an influx of cash for the company or a potential payout for the founders. But as with many achievements in business, the IPO is not the final goal but simply opens doors for additional opportunities, such as a follow-on offering.

Follow-on offerings are offerings of shares to the public following the initial stock issue, and they come in two basic forms. Follow-on offerings can be either primary—meaning the shares on offer are new shares coming from the company itself—or secondary shares, in which case the shares are being sold by existing shareholders in a coordinated offering.

The difference between the two is important in itself, but there are many factors that companies considering a follow-on offering have to weigh. Close consultation with a Truist banker will help make the benefits and risks clear.

Dilutive or non-dilutive

The distinction between a primary and secondary follow-on offering is important to investors because primary follow-on offerings are dilutive to existing shareholders, as the total value of the company is now divided among more shares of stock. Secondary follow-on offerings, on the other hand, are considered non-dilutive, because the total amount of shares remains the same.

For the issuer, the key difference is that only a primary follow-on offering creates new capital for the company. A secondary follow-on offering solely provides liquidity to existing investors and brings in new investors in their place. So if you need additional capital to fund expansion into new markets or pay for an acquisition, for example, a primary follow-on offering would be more beneficial. 

Factors to consider

If you’re thinking about a follow-on offering, it’s important to review a range of contributing factors, preferably with the help of experienced advisors such as your banker and their team at Truist Securities. New shares will always impact the capital structure to some extent. There could be a negative effect on earnings per share (EPS) when the total number of shares increases, which could dampen overall investor sentiment. However, if the proceeds are used to grow earnings or pay down high-interest debt, it could result in decreasing or eliminating the negative effect.

It’s also important to consider how an offering compares to other potential forms of capital raising relative to the company’s existing assets and needs. Debt financing  doesn’t dilute ownership or directly lower EPS, but it comes with interest and principal payments, which could be dilutive to earnings. Private share placements might be able to execute more quickly than a public offering, but a broader audience may provide access to more capital or better terms.

Some factors are outside an issuing company’s control but still have a bearing on the advisability of a follow-on offering. If existing share prices are depressed, either as part of an overall downturn or company-specific conditions, you’ll need to sell more shares—and incur more dilution—to hit your capital goals. In another scenario, if interest rates are falling and yields on bonds and other interest-bearing investments are declining, investors might have more appetite for shares from companies poised to grow. That’s where talking to your banker is valuable. Not only do they understand your goals, but they understand the state of the markets and your industry, both of which can play a role in your success.

The follow-on path

If you’re in a position to pursue a follow-on offering, you’ll recognize many of the steps from the IPO process. In both cases, among the most important is the selection of a lead underwriter, known as a bookrunner, to advise on and help shape the offering. While companies may use the same bookrunner for both offerings, the relative performance of the IPO will often play a big role in the follow-on selection.

Underwriters take on responsibility in a follow-on offering, buying the shares the company is making available at a negotiated price and then reselling them to the public. The bookrunner has the added responsibility of coordinating the underwriters, determining market demand in relation to the offering price, and managing the books and regulatory demands in consultation with legal counsel. Given the influence of the bookrunner on the success of a deal, it’s important to consider a range of qualifications in the selection of the role.

A good bookrunner will understand your industry and have strong relationships with potential investors. They’ll have enough experience to have an established and efficient management process, as well as the ability to provide extra support after the deal is done through various important after-market support services.

This  graphic compares IPOs and Follow-on Offerings. IPOs and follow-on offerings may both be used to raise capital (in the case of a follow-on offering, only when new shares are being offered) and will be monitored and approved by regulators. Both can consist of primary and secondary shares. Underneath the IPO Category you will find a list including The first public offering of stock, Higher regulatory burden, Considered both riskier and potentially more lucrative. Underneath the Follow-on offerings Category you will find a list including May offer existing shares from early shareholders, Regulatory process is lessened, May be priced at a particular discount. Under the Commonalities list of what both IPOs and follow-on offerings share you’ll find a list that includes both are managed by a bookrunner, Both will be marketed to investors via a roadshow, Both can consist of primary or secondary shares

Working together, the company and the bookrunner will follow a series of steps from conception to closing:

  • Prep work—A deal structure must be selected and research conducted as to the goals of the offering, timing factors and potential pricing strategies.
  • Regulatory approvals—The burden is typically lighter for a follow-on offering than for an IPO, because the company has already been through the process. Still, the Securities and Exchange Commission will require several filings, including a detailed prospectus, disclosures, and due diligence.
  • Underwriter selection—The lead bookrunner will work with the management team to identify additional potential underwriters, possibly including co-managers, based on factors including industry experience, analyst strength, and how well positioned candidates are to identify retail and institutional buyers.
  • Roadshow—The roadshow is the opportunity for the company’s senior executives and the underwriters to market the shares to potential investors. Based on feedback and demand, an offering price will be established, though it can change multiple times during the course of the offering based on market conditions or company-specific factors.
  • Pricing and allocation—During and at the end of the roadshow, investors will submit their indications of interest, or orders, for shares of the offering. These orders will be used to create a price for the offering and the shares will then be allocated to some or all of the investors who submitted orders. However, depending on the overall demand for the deal, it’s possible investors will get fewer or even none of the shares they requested.

There are no hard and fast rules about when a company should or should not consider a follow-on offering. With industry dynamics and markets always shifting, the best course of action is to work closely with advisors at Truist Securities to plan for and execute a strong follow-on offering.

Is it time for a follow-on offering?

Your Truist banker can connect you with the experts you need at Truist Securities to plan for a share sale.

Truist Purple PaperSM Digital Transformation

Learn how you can put advanced technology to work for your business.

Related resources

Strategic Advice

Is a spinoff right for your company?

Spotlight on Solutions

Finding capital to fund growth: 3 real-life scenarios

Financing

Compare 4 Loan and Credit Types for Business

Stay informed and get connected

Looking for fresh thinking and new insights to help uncover opportunities for your business needs?

Connect with a Relationship Manager

Work with a partner who sees your vision and has the resources to help you achieve it. We’re ready to focus on the specific needs of your company—and where you are in your business lifecycle.

*This form is for prospects. Truist clients should contact their relationship manager with inquiries related to commercial products and services.

Helpful links



Sign up for monthly articles on Business Insights

Sign up to receive our business insights, thought leadership, and client success stories that can help inspire your next bold business move.

Please enter a first name
Please enter a last name
Please enter a valid email address
Please enter a company name
I'm also interested in: Please select a campaign option