What is the Greenshoe Option? Definition & How it Works

By Laurel Tincher · August 11, 2021 · 5 minute read

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What is the Greenshoe Option? Definition & How it Works

What is the Greenshoe Option?

The greenshoe option allows underwriters involved with IPOs to sell more shares than initially agreed upon. That can occur if there is enough investor demand to purchase the shares and the market price starts to go up. It’s an important tool that can help stabilize the price of a newly listed stock to protect both the company and investors.

Officially called the over-allotment option, the greenshoe provision is part of an underwriting agreement between an underwriter and a company issuing stock. The greenshoe option is the only type of price stabilization allowed by the Securities and Exchange Commission (SEC).

The SEC allows this because it increases competitiveness and efficiency of IPO fundraising. It gives underwriters the ability to stabilize security prices by increasing the available supply. It is the responsibility of an underwriter to help sell shares, build a market for a new stock, and use the tools at their disposal to launch a successful initial public offering.

The greenshoe option got its name when the Green Shoe Manufacturing Company was issued the first over-allotment options in 1919.

How Does a Greenshoe Option Work?

During the IPO process, stock issuers set limits on how many shares they will sell to investors during an IPO. With a greenshoe option, the IPO underwriter can sell up to 15% more shares than the set amount. Underwriters want to sell as many shares as they can because they earn on commission as a percentage of IPO sales.

All of the details about an IPO sale and underwriter abilities appear in the prospectus filed by the issuing company before the sale. Not every company allows their investment banker to use the greenshoe option. For instance, if they only want to raise a specific amount of capital, they wouldn’t want to sell any more shares than necessary to raise that money.

There are two ways an underwriter can over allot sales:

At the IPO Price

If the IPO they are underwriting is doing well, investors are buying IPO shares and the price is going up, the underwriter can use the greenshoe option to purchase up to 15% more stock from the issuing company at the IPO price and sell that stock to investors at the higher market price for a profit.

A Break Issue

Conversely, if an IPO isn’t doing well, the underwriter can take a short position on up to 15% of the issued stock and buy back shares from the market to stabilize the price and cover their position.

The underwriter then returns those additional shares to the issuing company. This is known as a “break issue.” When an IPO isn’t performing well, this can reduce consumer confidence in the stock and result in investors either selling their shares or refraining from buying them. The greenshoe option helps the underwriter stabilize the stock price and reduce stock volatility.

Types of Greenshoe Options

There are three types of greenshoe options an underwriter might choose to use depending on what happens after an IPO launches. These options are:

Full Greenshoe

If the underwriter can’t buy back any shares before the stock price increases, this is known as a full greenshoe. In this case, the underwriter buys shares at the current offering price.

Partial Greenshoe

In a partial greenshoe scenario, the underwriter only buys back some of the stock inventory they started with in order to increase the share price.

Reverse Greenshoe

The third option for underwriters is to purchase shares from market investors and sell them back to the stock issuer if the share price has dipped below the original offering price. This is similar to a put option in stock trading.

Greenshoe Option Examples

One example of a greenshoe IPO was during an initial public offering for Exxon Mobil Corporation (NYSE:XOM). Originally the company planned to offer 161.9 million shares, but when the IPO launched investor demand exceeded supply. The IPO underwriters then sold an additional 84.58 million shares using the greenshoe option.

Another real world example of a greenshoe option was the 2012 Facebook Inc. (FB) IPO. Originally the company planned to sell 421 million shares to an underwriting syndicate led by Morgan Stanley at a price of $38 per share. When the IPO launched, more than 484 million shares were sold, 15% more than planned.

If the shares had increased in price after the IPO launch, the underwriters could have used the greenshoe option to purchase the extra shares from Facebook to cover their short position. However, the price of the IPO shares didn’t increase, it dipped below the initial offering price. So the underwriters decided to cover their short position around $38 per share in order to stabilize the price and prevent further declines.

What the Greenshoe Option Means for IPO Investors

The greenshoe option is an important tool for underwriters that can help with the success of an IPO and bring additional funds to the issuing company. It reduces risk for the issuing company as well as investors. It can maintain IPO investor confidence in a newly-issued stock which helps to build a long-term group of shareholders.

Although buying IPO stocks can be very profitable, stock prices don’t always increase and sometimes they can be volatile. It’s important for investors to research a company, look at the IPO prospectus, understand what the stock lock-up period and greenshoe options are before deciding to buy.

The Takeaway

Buying shares in IPOs can be a great way to invest in companies right when they go public. Although IPO investing comes with some risks, investment banks and companies going public use tools such as the greenshoe option to minimize volatility.

IPO investing can be overwhelming for beginner investors, but one way to get started is using an investing app like SoFi Invest®. The platform offers IPO investing to users, so you can research, track, buy and sell IPO companies right from your phone.

Photo credit: iStock/AzmanJaka

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