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63-487: From 1999-2001, U.S. Concrete acquired 21 companies and received $ 35 million in an IPO . From 2002-2003, the company engaged in the aggregates industry and completed 1 tuck-in acquisition. From 2004 onward, it has been engaged in more cross-selling opportunities. The company filed for Chapter 11 bankruptcy protection on April 29, 2010. It emerged from bankruptcy on August 31, 2010 after reducing its debt by $ 272 million. On October 30, 2012, Central Concrete Supply Co., Inc.,

126-580: A better result. In addition to the extensive international evidence that auctions have not been popular for IPOs, there is no U.S. evidence to indicate that the Dutch auction fares any better than the traditional IPO in an unwelcoming market environment. A Dutch auction IPO by WhiteGlove Health, Inc., announced in May 2011 was postponed in September of that year, after several failed attempts to price. An article in

189-460: A company has been filing Form 10-K with the SEC for a certain period of time, has a market capitalization above a certain threshold, and takes certain procedural steps, it is permitted to offer securities using a simplified prospectus that incorporates information by reference to its SEC filings . In certain situations, such as when the offering is not required to be registered with the SEC, a prospectus

252-455: A company is listed, it is able to issue additional common shares in a number of different ways, one of which is the follow-on offering . This method provides capital for various corporate purposes through the issuance of equity (see stock dilution ) without incurring any debt. This ability to quickly raise potentially large amounts of capital from the marketplace is a key reason many companies seek to go public. An IPO accords several benefits to

315-421: A firm's stock of patents mitigates this effect. A Dutch auction allows shares of an initial public offering to be allocated based only on price aggressiveness, with all successful bidders paying the same price per share. One version of the Dutch auction is OpenIPO , which is based on an auction system designed by economist William Vickrey . This auction method ranks bids from highest to lowest, then accepts

378-404: A list of material properties and any other material information. In the context of an individual securities offering , such as an initial public offering , a prospectus is distributed by underwriters or other financial firms to potential investors. Today, prospectuses are most widely distributed through websites such as EDGAR and its equivalents in other countries. In a securities offering in

441-467: A preliminary prospectus, known as a red herring prospectus , during the initial quiet period. The red herring prospectus is so named because of a bold red warning statement printed on its front cover. The warning states that the offering information is incomplete, and may be changed. The actual wording can vary, although most roughly follow the format exhibited on the Facebook IPO red herring. During

504-451: A privately held company is transformed into a public company . Initial public offerings can be used to raise new equity capital for companies, to monetize the investments of private shareholders such as company founders or private equity investors, and to enable easy trading of existing holdings or future capital raising by becoming publicly traded. After the IPO, shares are traded freely in

567-583: A regulated market. In the United Kingdom, the only regulated market is London Stock Exchange full list. The Alternative Investment Market (AIM) does not constitute a regulated market, nor does the Professional Securities Market ("PSM") for issues of debt securities. There are numerous exceptions to the requirement to publish a prospectus, although an exempt company may still be required to publish listing particulars where it

630-561: A wholly owned subsidiary of U.S. Concrete, completed the acquisition of Bode Gravel Co. and Bode Concrete LLC. On Dec 17, 2012, a wholly-owned subsidiary of U.S. Concrete, Smith Precast, Inc., sold substantially all of its assets for $ 4.27 million in cash and the assumption of certain obligations by Jensen Enterprises, Inc. In 2015, U.S. Concrete completed a significant ready-mixed concrete acquisition of Ferrara Bros. Building Materials, in Queens, New York. This acquisition significantly expanded

693-438: Is theglobe.com IPO which helped fuel the IPO "mania" of the late 1990s internet era. Underwritten by Bear Stearns on 13 November 1998, the IPO was priced at $ 9 per share. The share price quickly increased 1,000% on the opening day of trading, to a high of $ 97. Selling pressure from institutional flipping eventually drove the stock back down, and it closed the day at $ 63. Although the company did raise about $ 30  million from

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756-402: Is a disclosure document that describes a financial security for potential buyers. It commonly provides investors with material information about mutual funds , stocks , bonds and other investments, such as a description of the company's business, financial statements , biographies of officers and directors, detailed information about their compensation, any litigation that is taking place,

819-545: Is an expensive process, IPOs also typically involve one or more law firms with major practices in securities law , such as the Magic Circle firms of London and the white-shoe firms of New York City. Financial historians Richard Sylla and Robert E. Wright have shown that before 1860 most early U.S. corporations sold shares in themselves directly to the public without the aid of intermediaries like investment banks. The direct public offering (DPO), as they term it,

882-433: Is instead referred to as an " offering memorandum " or " offering circular ", but there are numerous industry standard terms and methods on how to write prospectus. In the case of municipal securities offerings, which are generally exempt from most of the federal securities laws, municipal issuers typically prepare an analogous form of disclosure document known as an "official statement." Prospectuses are generally prepared with

945-451: Is low enough to stimulate interest in the stock but high enough to raise an adequate amount of capital for the company. When pricing an IPO, underwriters use a variety of key performance indicators and non-GAAP measures. The process of determining an optimal price usually involves the underwriters ("syndicate") arranging share purchase commitments from leading institutional investors. Some researchers (Friesen & Swift, 2009) believe that

1008-465: Is possible that the financial incentives of the advisor and client may not be aligned. The issuer usually allows the underwriters an option to increase the size of the offering by up to 15% under a specific circumstance known as the greenshoe or overallotment option. This option is always exercised when the offering is considered a "hot" issue, by virtue of being oversubscribed. In the US, clients are given

1071-729: Is seeking admission of its shares to the full list or an admission document where it is seeking admission of its shares to AIM. The prospectus must be approved by the competent authority in the United Kingdom, which is currently the Financial Conduct Authority (FCA) in its capacity as the United Kingdom Listing Authority. If the purpose of the prospectus is to induce people to engage in an investment activity, it will also need to be issued or approved by an 'authorised person' or it will constitute an unlawful financial promotion under section 21 of

1134-399: Is to generate additional interest in the stock and a rapid rise in share price when it first becomes publicly traded (known as an "IPO pop"). Flipping , or quickly selling shares for a profit , can lead to significant gains for investors who were allocated shares of the IPO at the offering price. However, underpricing an IPO results in lost potential capital for the issuer. One extreme example

1197-452: Is usually underwritten by a " syndicate " of investment banks, the largest of which take the position of "lead underwriter". Upon selling the shares, the underwriters retain a portion of the proceeds as their fee. This fee is called an underwriting spread . The spread is calculated as a discount from the price of the shares sold (called the gross spread ). Components of an underwriting spread in an initial public offering (IPO) typically include

1260-506: The publicani were legal bodies independent of their members whose ownership was divided into shares, or partes . There is evidence that these shares were sold to public investors and traded in a type of over-the-counter market in the Forum , near the Temple of Castor and Pollux . The shares fluctuated in value, encouraging the activity of speculators, or quaestors . Mere evidence remains of

1323-541: The Company's footprint in New York City and allowed them to serve all five boroughs. In subsequent acquisitions in 2016, USCR completed a series of acquisitions of Jenna Concrete, NYCON Supply Co. and Kings Ready Mix as part of a strategy to strengthen and expand its New York City operations. These acquisitions expanded their ready-mixed concrete operations, adding New York as a major contributor to success. In 2017,

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1386-507: The Dutch auction is still a little used method in U.S. public offerings, although there have been hundreds of auction IPOs in other countries. In determining the success or failure of a Dutch auction, one must consider competing objectives. If the objective is to reduce risk, a traditional IPO may be more effective because the underwriter manages the process, rather than leaving the outcome in part to random chance in terms of who chooses to bid or what strategy each bidder chooses to follow. From

1449-407: The Dutch auction system for its initial public offering. Traditional U.S. investment banks have shown resistance to the idea of using an auction process to engage in public securities offerings. The auction method allows for equal access to the allocation of shares and eliminates the favorable treatment accorded important clients by the underwriters in conventional IPOs. In the face of this resistance,

1512-473: The IPO are restricted from issuing any earnings forecasts or research reports for the company. When the quiet period is over, generally the underwriters will initiate research coverage on the firm. A three-day waiting period exists for any member that has acted as a manager or co-manager in a secondary offering. Not all IPOs are eligible for delivery settlement through the DTC system , which would then either require

1575-545: The United States, a prospectus is required to be filed with the Securities and Exchange Commission (SEC) as part of a registration statement . The issuer may not use the prospectus to finalize sales until the registration statement has been declared effective by the SEC, meaning it appears to comply on its face with the various rules governing disclosure unless the sale of securities is exempt from registration. If

1638-504: The Wall Street Journal cited the reasons as "broader stock-market volatility and uncertainty about the global economy have made investors wary of investing in new stocks". Under American securities law, there are two-time windows commonly referred to as "quiet periods" during an IPO's history. The first and the one linked above is the period of time following the filing of the company's S-1 but before SEC staff declare

1701-487: The acquisition of Coram Materials, a construction aggregate producer on Long Island, New York. In June 2021, Vulcan Materials (VMC) announced they would be acquiring U.S. Concrete (USCR) for $ 74 per share, a 30% premium on the date of the announcement. The deal is valued at $ 1.3 billion. The acquisition will allow for the integrated expansion of Vulcan and make the subsidiary debt-free with adequate working capital. The deal has been approved by both boards and will close in

1764-617: The assistance of the underwriter acting as issue manager (also called a bookrunning manager or " bookrunner "). Publication of information in relation to the issue of securities in the United Kingdom is governed by the Prospectus Rules, which implement the European law Prospectus Directive. A prospectus must be published where certain types of securities either are offered to the public or are requested for admission on

1827-408: The assumption of independent private values (that the value of IPO shares to each bidder is entirely independent of their value to others, even though the shares will shortly be traded on the aftermarket). Theory that incorporates assumptions more appropriate to IPOs does not find that sealed bid auctions are an effective form of price discovery, although possibly some modified form of auction might give

1890-422: The capital to its public investors. Those investors must endure the unpredictable nature of the open market to price and trade their shares. After the IPO, when shares are traded in the market, money passes between public investors. For early private investors who choose to sell shares as part of the IPO process, the IPO represents an opportunity to monetize their investment. After the IPO, once shares are traded in

1953-407: The company (primary offering) as well as to any early private investors who opt to sell all or a portion of their holdings (secondary offerings) as part of the larger IPO. An IPO, therefore, allows a company to tap into a wide pool of potential investors to provide itself with capital for future growth, repayment of the debt, or working capital. A company selling common shares is never required to repay

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2016-617: The company completed its largest acquisition to date with the purchase of Polaris Materials, a construction aggregate producer in British Columbia, Canada. Beyond its own traditional regions, they also serve aggregates-only markets in Southern California and Hawaii. Also in 2017, USCR acquired Corbett Aggregate Companies, LLC located in Quinton, New Jersey. In 2020, U.S. Concrete expanded its aggregates portfolio with

2079-498: The company's subsidiary sold Arizona Precast Operations. IPO An initial public offering ( IPO ) or stock launch is a public offering in which shares of a company are sold to institutional investors and usually also to retail (individual) investors. An IPO is typically underwritten by one or more investment banks , who also arrange for the shares to be listed on one or more stock exchanges . Through this process, colloquially known as floating , or going public ,

2142-442: The concession, while the member of the syndicate who provided the shares to that broker-dealer would retain the underwriting fee. Usually, the managing/lead underwriter, also known as the bookrunner , typically the underwriter selling the largest proportions of the IPO, takes the highest portion of the gross spread , up to 8% in some cases. Multinational IPOs may have many syndicates to deal with differing legal requirements in both

2205-451: The final IPO prospectus is for the issuer to retain one of the major financial "printers", who print (and today, also electronically file with the SEC ) the registration statement on Form S-1. Typically, preparation of the final prospectus is actually performed at the printer, wherein one of their multiple conference rooms the issuer, issuer's counsel (attorneys), underwriter's counsel (attorneys),

2268-528: The first day of trading. Prior to 2009, the United States was the leading issuer of IPOs in terms of total value. Since that time, however, China ( Shanghai , Shenzhen and Hong Kong ) has been the leading issuer, raising $ 73 billion (almost double the amount of money raised on the New York Stock Exchange and Nasdaq combined) up to the end of November 2011. Read More Prospectus (finance) A prospectus , in finance ,

2331-468: The following (on a per-share basis): Manager's fee, Underwriting fee—earned by members of the syndicate, and the Concession—earned by the broker-dealer selling the shares. The Manager would be entitled to the entire underwriting spread. A member of the syndicate is entitled to the underwriting fee and the concession. A broker-dealer who is not a member of the syndicate but sells shares would receive only

2394-421: The highest bids that allow all shares to be sold, with all winning bidders paying the same price. It is similar to the model used to auction Treasury bills , notes, and bonds since the 1990s. Before this, Treasury bills were auctioned through a discriminatory or pay-what-you-bid auction, in which the various winning bidders each paid the price (or yield) they bid, and thus the various winning bidders did not all pay

2457-458: The issued shares, the stock may fall in value on the first day of trading. If so, the stock may lose its marketability and hence even more of its value. This could result in losses for investors, many of whom being the most favored clients of the underwriters. Perhaps the best-known example of this is the Facebook IPO in 2012. Underwriters, therefore, take many factors into consideration when pricing an IPO, and attempt to reach an offering price that

2520-425: The issuer's domestic market and other regions. For example, an issuer based in the E.U. may be represented by the major selling syndicate in its domestic market, Europe, in addition to separate group corporations or selling them for US/Canada and Asia. Usually, the lead underwriter in the head selling group is also the lead bank in the other selling groups. Because of the wide array of legal requirements and because it

2583-668: The lead underwriter(s), and the issuer's accountants/auditors make final edits and proofreading, concluding with the filing of the final prospectus by the financial printer with the Securities and Exchange Commission. Before legal actions initiated by New York Attorney General Eliot Spitzer , which later became known as the Global Settlement enforcement agreement, some large investment firms had initiated favorable research coverage of companies in an effort to aid corporate finance departments and retail divisions engaged in

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2646-426: The listing regime. Planning is crucial to a successful IPO. One book suggests the following seven planning steps: IPOs generally involve one or more investment banks known as " underwriters ". The company offering its shares, called the "issuer", enters into a contract with a lead underwriter to sell its shares to the public. The underwriter then approaches investors with offers to sell those shares. A large IPO

2709-520: The marketing of new issues. The central issue in that enforcement agreement had been judged in court previously. It involved the conflict of interest between the investment banking and analysis departments of ten of the largest investment firms in the United States. The investment firms involved in the settlement had all engaged in actions and practices that had allowed the inappropriate influence of their research analysts by their investment bankers seeking lucrative fees. A typical violation addressed by

2772-427: The offering, it is estimated that with the level of demand for the offering and the volume of trading that took place they might have left upwards of $ 200 million on the table. The danger of overpricing is also an important consideration. If a stock is offered to the public at a higher price than the market will pay, the underwriters may have trouble meeting their commitments to sell shares. Even if they sell all of

2835-472: The open market at what is known as the free float. Stock exchanges stipulate a minimum free float both in absolute terms (the total value as determined by the share price multiplied by the number of shares sold to the public) and as a proportion of the total share capital (i.e., the number of shares sold to the public divided by the total shares outstanding). Although IPO offers many benefits, there are also significant costs involved, chiefly those associated with

2898-405: The open market, investors holding large blocks of shares can either sell those shares piecemeal in the open market or sell a large block of shares directly to the public, at a fixed price , through a secondary market offering . This type of offering is not dilutive since no new shares are being created. Stock prices can change dramatically during a company's first days in the public market. Once

2961-401: The physical delivery of the stock certificates to the clearing agent bank's custodian or a delivery versus payment (DVP) arrangement with the selling group firm. "Stag profit" is a situation in the stock market before and immediately after a company's initial public offering (or any new issue of shares). A "stag" is a party or individual who subscribes to the new issue expecting the price of

3024-622: The previously private company: There are several disadvantages to completing an initial public offering: IPO procedures are governed by different laws in different countries. In the United States, IPOs are regulated by the United States Securities and Exchange Commission under the Securities Act of 1933 . In the United Kingdom, the UK Listing Authority reviews and approves prospectuses and operates

3087-545: The prices for which partes were sold, the nature of initial public offerings, or a description of stock market behavior. Publicani lost favor with the fall of the Republic and the rise of the Empire . In the United States, the first IPO was the public offering of Bank of North America around 1783. When a company becomes publicly listed, the money paid by the investing public for the newly issued shares goes directly to

3150-465: The process such as banking and legal fees, and the ongoing requirement to disclose important and sometimes sensitive information. Details of the proposed offering are disclosed to potential purchasers in the form of a lengthy document known as a prospectus . Most companies undertake an IPO with the assistance of an investment banking firm acting in the capacity of an underwriter. Underwriters provide several services, including help with correctly assessing

3213-522: The quiet period, the shares cannot be offered for sale. Brokers can, however, take indications of interest from their clients. At the time of the stock launch, after the Registration Statement has become effective, indications of interest can be converted to buy orders, at the discretion of the buyer. Sales can only be made through a final prospectus cleared by the Securities and Exchange Commission. The final step in preparing and filing

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3276-413: The registration statement effective. During this time, issuers, company insiders, analysts, and other parties are legally restricted in their ability to discuss or promote the upcoming IPO (U.S. Securities and Exchange Commission, 2005). The other "quiet period" refers to a period of 10 calendar days following an IPO's first day of public trading. During this time, insiders and any underwriters involved in

3339-549: The same price. Both discriminatory and uniform price or "Dutch" auctions have been used for IPOs in many countries, although only uniform price auctions have been used so far in the US. Large IPO auctions include Japan Tobacco, Singapore Telecom, BAA Plc and Google (ordered by size of proceeds). A variation of the Dutch auction has been used to take a number of U.S. companies public including Morningstar , Interactive Brokers Group , Overstock.com , Ravenswood Winery, Clean Energy Fuels, and Boston Beer Company . In 2004, Google used

3402-442: The second half of 2021. U.S. Concrete, Inc. provides ready-mixed concrete, the company also provides crushed stone, sand, and gravel. U.S. Concrete has 176 standard ready-mixed concrete plants, 15 volumetric ready-mixed concrete facilities, and 22 producing aggregates facilities (2019). The company also involves building materials stores, hauling operations and broker product sales. 2009, U.S. Concrete's National Research Laboratory

3465-476: The settlement was the case of CSFB and Salomon Smith Barney , which were alleged to have engaged in the inappropriate spinning of "hot" IPOs and issued fraudulent research reports in violation of various sections within the Securities Exchange Act of 1934 . A company planning an IPO typically appoints a lead manager, known as a bookrunner , to help it arrive at an appropriate price at which

3528-414: The shares should be offered. There are two primary ways in which the price of an IPO can be determined. Either the company, with the help of its lead managers, fixes a price ("fixed price method"), or the price can be determined through analysis of confidential investor demand data compiled by the bookrunner (" book building "). Historically, many IPOs have been underpriced. The effect of underpricing an IPO

3591-419: The stock to rise immediately upon the start of trading. Thus, stag profit is the financial gain accumulated by the party or individual resulting from the value of the shares rising. This term is more popular in the United Kingdom than in the United States. In the US, such investors are usually called flippers, because they get shares in the offering and then immediately turn around " flipping " or selling them on

3654-447: The underpricing of IPOs is less a deliberate act on the part of issuers and/or underwriters, and more the result of an over-reaction on the part of investors (Friesen & Swift, 2009). One potential method for determining to underprice is through the use of IPO underpricing algorithms . Other researchers have discovered that firms with higher revenues from licensing-based technology commercialization exhibit greater IPO underpricing, while

3717-399: The underwriters. A licensed securities salesperson ( Registered Representative in the US and Canada) selling shares of a public offering to his clients is paid a portion of the selling concession (the fee paid by the issuer to the underwriter) rather than by his client. In some situations, when the IPO is not a "hot" issue (undersubscribed), and where the salesperson is the client's advisor, it

3780-528: The value of shares (share price) and establishing a public market for shares (initial sale). Alternative methods such as the Dutch auction have also been explored and applied for several IPOs. The earliest form of a company which issued public shares was the case of the publicani during the Roman Republic , although this claim is not shared by all modern scholars. Like modern joint-stock companies,

3843-405: The viewpoint of the investor, the Dutch auction allows everyone equal access. Moreover, some forms of the Dutch auction allow the underwriter to be more active in coordinating bids and even communicating general auction trends to some bidders during the bidding period. Some have also argued that a uniform price auction is more effective at price discovery , although the theory behind this is based on

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3906-513: Was not done by auction but rather at a share price set by the issuing corporation. In this sense, it is the same as the fixed price public offers that were the traditional IPO method in most non-US countries in the early 1990s. The DPO eliminated the agency problem associated with offerings intermediated by investment banks. The sale (allocation and pricing) of shares in an IPO may take several forms. Common methods include: Public offerings are sold to both institutional investors and retail clients of

3969-563: Was set up to develop supplementary cementitious materials (SCMs) for enhanced concrete. The company also maintains academic-industrial partnership with research teams at the University of California , Los Angeles ( UCLA ) and Arizona State University (ASU). U.S. Concrete uses lime slurry and ARIDUS® rapid-drying concrete (addressing moisture-related floor covering failures) self-desiccating concrete technology. However, in December 2012,

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