Backstop Purchaser

  

This is not a baseball team that signs up all the catchers they can find. Rather, a back-stop purchaser buys the leftover shares from the underwriter of an equity or rights offering. In that way, a back-stop purchaser is like an insurance policy. The purchaser guarantees that a company (and/or its investment bank) will raise the cash it needs to raise.

Example: Company A is going public. It plans to issue 10 million shares in an initial public offering (IPO). Bank B agrees to underwrite the IPO. Bank B does its research, or due diligence. Feeling good about the deal, Bank B agrees to sell the 10 million shares for $25 per share.

Bank B also comes to a special agreement with a wealthy hedge fund guy, Mr Hedge. Mr Hedge agrees to be Bank B's back-stop purchaser. If Bank ABC can't sell all the shares in the IPO, Mr. Hedge agrees to buy those leftovers. Being no dummy, Mr. Hedge obtains a fee for agreeing to be the back stop. He is taking on the risk of having to purchase and then trying to reissue Company A's securities.

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Finance: What is an Underwriter?81 Views

00:00

finance a la shmoop what is an underwriter Undertaker underwriter

00:09

taking your company public well then you need one of these guys and yeah if [Woman writing at a desk]

00:12

things go poorly well then you may need one of these guys but if things go well [Gravestone]

00:16

an underwriter will get to know your company audit your financials give their

00:21

Good Housekeeping Seal of Approval to the investment community with whom they

00:27

deal regularly and introduce you as part of their family selling a piece of your

00:32

company to that world you know hedge funds mutual funds private wealthy [List of benefits that come with an underwriter]

00:36

investors such that they are the you know financial wind beneath your wings [Skyscraper flying away]

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for a brief moment in time the underwriter usually an investment bank

00:46

like the vaunted Goldman Sachs or Morgan Stanley or JP Morgan or UBS or Sumitomo

00:52

will actually themselves own whatever piece of your company you are bringing [Logos for the banks appearing]

00:57

public like if you're selling 18 million shares at 20 bucks the bank's our

01:01

underwriters take a new public will own all 18 million shares having paid you

01:07

$19.60 for them and then turning around five minutes later and selling them for

01:10

20 bucks to John Q invest or making 40 cents a share in spread or markup or in [Spread calculation shown]

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this case 40 times 18 million or 7.2 million dollars just for the pleasure so

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that's an underwriter and if they screw up well yeah and ironically the [Underwriter stamp]

01:27

announcement he'll see in the digital paper is usually in the shape of a

01:31

tombstone announcing everything why a tombstone well because it represents the

01:35

death of ambiguity or confusion in that company's former life as a private one [Gravestone for ambiguity]

01:40

The Undertaker's hopefully have far far away [The Undertaker running away with the word confusion]

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