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Greenshoe Option

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The Greenshoe option, also known as the overallotment option, is a stabilizing mechanism in initial public offerings (IPOs). It allows underwriters to sell up to 15% more shares than originally planned, addressing excess demand. This flexibility helps ensure price stability in the post-IPO market. If demand is high, underwriters may exercise the option to issue more shares at the original offering price, thus preventing sharp price increases. Conversely, if prices fall, underwriters are able to buy back shares to reduce supply and support prices. Introduced in India by SEBI in 2003, the Greenshoe option has become a key tool in managing IPO volatility and providing investors with a more stable pricing environment.

 

The term Greenshoe options was first introduced in the United States in 1960 by an investment banking company named Green Shoe Manufacturing Company. This company was the first one to use this clause in its underwriting agreement.

 

 

SEBI introduced this Greenshoe Option or overallotment of share clause in India in 2003. With this option, underwriters and IPO issuers can ensure that their share prices stay stable after the initial share sale. 

Read this blog till the end to know what is the Greenshoe option, its types, guidelines and benefits.

What is Greenshoe Option?

The Greenshoe option is a provision in an IPO agreement that grants underwriters the ability to sell up to 15% more shares than originally planned. This mechanism, also referred to as the overallotment option, is employed to stabilize the stock price after the IPO. In cases of high demand, underwriters can issue additional shares at the offer price, preventing a sharp rise in stock prices. Alternatively, when demand falls and prices decrease, underwriters buy back shares from the market to reduce supply, thus preventing further declines. First introduced in the U.S. in the 1960s, this option was adopted by SEBI in India in 2003, making it a critical tool for price stability and providing more confidence to investors in volatile markets. This option is particularly useful in ensuring IPO price stabilization and fostering greater investor confidence.

The Greenshoe option is also called the overallotment option. This is a provision in an IPO underwriting agreement which enables issuers to sell additional shares over an IPO or as a follow-on offering. The Greenshoe option works pretty much like a risk management system for an IPO issuing company. 

This option clause looks into the overallotment of shares at the offer price in instances of high demand for shares. This option also lets an IPO issuing company buy back shares if there is an excessive supply. This is a necessary measure that companies take to avoid any major drop in their target share prices. Underwriters work to stabilise stock prices when they show signs of volatility. 

Conversely, if share prices move up sharply, underwriters may execute a Greenshoe option to buy shares from an issuing company and sell them to their customers. This will help to meet excess demand and increase the stock’s market liquidity.

How Does a Greenshoe Option Work?

Now that you know about the meaning of  Greenshoe  option, let’s take a look at how it works. 

With a Greenshoe option, underwriters involved in an IPO can support its market price upon launch, preventing it from falling. Underwriters can usually short up to 15% of the issuers’ shares. They do so in exchange for certain fees or commissions that the IPO issuing company must pay to underwriters as per their agreement. 

If the share prices of this company fall, underwriters will become active and buy back these shares from the market and cover their short position. This decreases the supply of shares and its price increases due to buyback. It also increases the demand for shares among investors and ensures that the share price stays above its issue price.

Let’s assume a scenario where this share price increases. In such a situation, underwriters will buy 15% additional shares from the issuer at the offer price. This will help the underwriter to cover its position without incurring major losses.

As an investor, you will also stand to benefit from an IPO issue that executes a Greenshoe option. With it, you have some assurance of price stability post-listing. This facility is not available for an IPO without a Greenshoe option.

Additional read: Red Herring Prospectus

What Are the Guidelines for Greenshoe Options?

Here are a few guidelines that a company needs to abide by when exercising a Greenshoe Option

  • An IPO issuing company can only lend 15% of the entire offer amount. 
  • Companies can implement this Greenshoe option only within 30 days of its IPO date. 
  • Underwriters can execute this option in part or whole. This depends on the underlying stock’s price movement around its offer price. The underwriter can also acquire part or all of their allotted shares with a Greenshoe option. 

Types of greenshoe options?

There are three main types of Greenshoe options that underwriters can use to manage the price and demand of shares after an IPO. The first is the Full Greenshoe Option, where underwriters purchase the full 15% of additional shares from the issuing company at the offer price to stabilize demand. The Partial Greenshoe Option allows underwriters to buy only a portion of the additional shares, providing flexibility in responding to market conditions. Finally, the Reverse Greenshoe Option enables underwriters to sell shares back to the issuing company if demand decreases, thereby stabilizing falling prices. Each option plays a crucial role in controlling price volatility and ensuring a balanced IPO market.

An underwriter can exercise three types of Greenshoe options. The points below will take you through the three types of Greenshoe options. 

  • Partial

As the name suggests, by implementing this Greenshoe option, underwriters can buy some shares from a single lot before the prices increase. At times of shortage, underwriters can approach the issuing company to buy back its remaining shares at the offer price. 

  • Full Greenshoe Option

With this option, underwriters buy 15% additional shares from the IPO issuing company. Underwriters can buy these shares at an offer price. They usually opt for the full Greenshoe option in case they are unable to buy back shares before the price rises.

  • Reverse Greenshoe Option

Underwriters can use this option to sell additional shares back to the IPO issuing company after buying them from the market.  They opt for this option when the demand for IPO falls or the prices become volatile.

How Greenshoe Options in IPOs Benefit Investors and Companies?

The points below highlight some essential benefits of a Greenshoe option in an IPO.

  • To Cater to High Demand for an IPO 

When demand for IPO shares is high among investors, underwriters can exercise the Greenshoe option. This happens when an established company goes public, reflecting high demand for its shares in the market.

  • Helps with Price Stabilisation

After a company launches an IPO, underwriters check if the prices of already purchased IPO shares do not fall below its offer price. If this price falls, it reflects a decrease in market demand. This is harmful to a company’s reputation among investors in the long run. 

It is here that underwriters come into play. They start buying a portion of IPO shares from a different bank account. This creates a shortage of shares and tends to increase demand owing to the Greenshoe clause of the underwriters’ agreement. With this measure, underwriters try to lower the chances of share prices from falling and maintain stability.

  • Chances of Selling Prices to Go Above Offer Price

If the demand for IPO shares is high, the price of IPO shares will increase as well. In such a scenario, the company will suffer a loss if underwriters purchase the shares. Therefore, they can use the Greenshoe option and buy the additional shares at the initial offer price. 

Also Read: Lock-In Period in IPOs

Examples of Greenshoe Option

Several prominent companies have utilized the Greenshoe option to ensure the success of their IPOs. For instance, in 2019, Uber implemented a full Greenshoe option during its IPO to stabilize its share price amidst market volatility. The underwriters exercised their right to buy additional shares, maintaining the price around the offer value. Similarly, Alibaba’s IPO in 2014, one of the largest ever, saw the underwriters execute a Greenshoe option to manage the high demand for shares, helping to smooth price fluctuations. These examples highlight the Greenshoe option as a critical tool for maintaining price stability in high-demand scenarios, ensuring that both investors and issuers benefit from a balanced market environment.

Summary

To conclude, the Greenshoe Option in IPO is beneficial for both investors and IPO issuers. This option saves investors from facing major losses owing to a decrease in share prices after buying them.

Like every equity investment, IPO investments also come with certain risks. Therefore, you should thoroughly read the DRHP and plan an informed investment strategy. If you are a novice investor, consider seeking guidance from a financial expert. 

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Frequently Asked Questions

1. How does the Greenshoe option help retail investors?

Answer Field

The Greenshoe option offers retail investors an exit window for instances if they are not happy with the stocks’ volatility.  This option also ensures investors that stock prices will be relatively stable.

2. Why is the overallotment of shares clause called the Greenshoe option?

Answer Field

The overallotment of shares gets its name from the company where it was used for the first time. This company is Green Shoe Manufacturing.

3. How many shares can underwriters buy with the Greenshoe option?

Answer Field

Underwriters can buy up to 15% of the additional shares at the offer price if demand for these shares tends to increase.

4. Who are Book-Running Lead Managers in an IPO?

Answer Field

The Book-Running Lead Manager is the merchant bank that heads the underwriting process when a company plans to develop its DRHP for IPO.

7. What is the limit of the Greenshoe option in India?

Answer Field

In India, under SEBI guidelines, the Greenshoe option allows underwriters to over-allot up to 15% of the shares offered in the IPO. This limit is designed to manage stock volatility and ensure smooth price stabilization.

8. What is meant by a Greenshoe option?

Answer Field

A Greenshoe option is a provision in an IPO agreement allowing the issuer to sell additional shares beyond the original number offered to stabilize prices and meet excess demand in the market.

9. What is an example of a Greenshoe option in India?

Answer Field

A notable example is the SBI Cards IPO in 2020, where the Greenshoe option was exercised to stabilize stock prices due to high demand. This helped maintain the IPO price amidst market fluctuations.

10. What is a Greenshoe option loan?

Answer Field

A Greenshoe option loan refers to a financial arrangement where underwriters can borrow shares from the issuing company, allowing them to sell more than the initial shares offered during the IPO. This "loan" of shares is often used to handle over-allotment.

11. What is a Greenshoe option in an IPO?

Answer Field

In an IPO, a Greenshoe option allows underwriters to issue up to 15% more shares than initially planned, ensuring the stock price remains stable by adjusting supply based on demand.

12. What is a Greenshoe option for dummies?

Answer Field

In simple terms, a Greenshoe option is a financial tool used during an IPO to maintain the balance between share supply and demand. If there’s too much demand, more shares are issued. If the stock price falls, shares are bought back to stabilize it.

13. How does the Greenshoe option help retail investors?

Answer Field

The Greenshoe option stabilizes stock prices post-IPO, reducing the risk of sharp fluctuations. This provides retail investors with more confidence, ensuring that stock prices don't drop or rise too drastically after the IPO.

14. Why is the overallotment of shares clause called the Greenshoe option?

Answer Field

It’s called the Greenshoe option because the Green Shoe Manufacturing Company was the first to use this provision in its IPO. The name has since become the standard term for this over-allotment mechanism.

15. How many shares can underwriters buy with the Greenshoe option?

Answer Field

Underwriters have the option to buy up to 15% more shares than originally offered in the IPO. This extra allotment helps them stabilize the share price in case of high demand or market volatility.

16. Who are Book-Running Lead Managers in an IPO?

Answer Field

Book-Running Lead Managers (BRLMs) are the primary underwriters in an IPO. They handle the IPO's marketing, pricing, and allocation, and they may exercise the Greenshoe option to stabilize share prices post-listing.

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