Primary and Secondary Share Issuance Combined
- 01:50
The role of primary and secondary share issuances in determining IPO proceeds and ownership structure.
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When we have a primary and secondary share issuance combined, we need to combine the effects of those two things as well. First of all, the IPO proceeds from the primary and secondary will go to different places. The total funds raised and paid into the company will be equal to your IPO price times by the primary shares sold. However, your total funds raised and paid to exiting shareholders will be equal to the IPO price times where the secondary shares sold. And what about the balance sheet accounting? What's gonna happen there? Well, if control is transferred, the net assets should be deconsolidated from the controlling entity. Now, for control to be transferred, you typically need more than 50% of the shares, or at least the votes transferring to another party. We wouldn't see that in many IPOs. If the control is not transferred, then the net assets are not deconsolidated from the controlling entity. But an NCI or non-con controlling interest is established, but also gains and losses from selling the minority stake that NCI in a controlled subsidiary are treated as a capital transaction and they go to additional paid in capital or APEC in the balance sheet.
And lastly, ownership can be a little bit tricky when you've got primary and a secondary share issuance combined. Your ownership post IPO, it will depend on the number of primary shares issued, which dilutes your existing shareholders and the number of secondary shares sold being your existing shareholders literally selling their own shares away. So we need to be careful that we're getting the correct ownership post IPO when you've got both of these things happening at the same time.