Primary markets are the markets where the bonds are issued for the first time. The offerings are made in the primary markets through:
1.1. Public Offerings
a. The public offering could be in the form of an underwritten offering, wherein a firm (usually the investment bank) makes the commitment to purchase the entire issue from the issuer and then sell the same to the investors.
The process through which the underwritten offering works is:
i. The issuer determines the funding needs, including the quantity and duration of requirements of funds.
ii. The issuer selects the underwriters, who buy the bonds from the issuer and sells the same to the investors or dealers. The difference in price at which the underwriters purchase and sells the bonds is called the spread revenue.
The underwriters are usually the investment banks (if the issue is small in size) or a lead investment bank (which is a syndicate of small investment banks, in case the offering is large).
iii. The underwriter then structures the offerings, by detailing the terms of the bond, writing the circulars and prospectus, making the regulatory filings, selects the trustee.
iv. Then there is the announcement of the issue of the bonds. And, from the announcement day, up to the end of the subscription period, the underwriter gauges the demand for the bonds by analyzing the intrinsic demand for the bonds, through the marketing efforts. It also obtains ‘anchors’, i.e. the large institutional investors. The demand in the gray market or forward market is also analyzed.
v. At the end of the subscription period, there is a pricing day, which is the last day to finally commit. On this day the final terms are solidified.
vi. After the pricing day, the next day is the offering day. On this day the bond enters the issuing phase.
vii. In the issuing phase, the money changes hands, and the investment bank or syndicate, transfers the cash to the issuer and the issuer transfers the bonds to the investment bank. The investment bank transfers the bonds to the investors and dealers and assumes the risk of ownership.
viii. Finally, there is a closing date, which is about 14 days from the date of closing. All the transfers of cash and bonds take place by this date and post that all the transactions take place in the secondary markets.
1.2. Best Offer Offering
a. In the best effort offering, the investment bank or syndicate serves only as a broker, and in return, they receive the commission only and not the spread.
b. The investment bankers do not assume any risk of ownership of the bond. They only put the best effort to find the buyers for the issuer.
1.3. Auction
a. An auction is a process that involves bidding by the potential buyers for the purchase of bonds.
b. There are two broad types of auctions, based on the type of items auctioned, i.e. common value auction, and private value auction.
i. The common value auctions are for the things that have an objective value that everyone can recognize, but people are not aware of such value until it is actually determined and assigned. The common value auctions can take place for the items such as oil and timber leases, spectrum sales, etc.
ii. The private value auctions take place for the items that do not have objective value, such as artwork.
c. There is also another type of auction, based on the method of auctioning, such as ascending price (or English auction), first price seal bid, the second price sealed bid, and descending price bid.
i. The ascending price bid involves people bidding different prices for the same asset. The bid moves in an upward direction. And as it reaches every reservation price level, more and more bidders keep dropping out, until the bid reaches the highest level where there are only as many bidders as is the number of assets to be sold.
ii. The first price-sealed bid involves people making a secret bid for the asset under auction. The bid price by each bidder is not known to the other bidders. At the end, the highest bidder pays the bid and receives the asset.
Under this auction, there are more chances of earning the lower price for the asset due to the ‘winner’s curse’ effect.
iii. In order to do away with the effect of the ‘winner’s curse’, and get a better deal for the asset under auction, the issuer can opt for a second price sealed bid. This involves bidding just like the first price sealed bid, but the only difference is that the person making the highest bid gets to buy the asset at the price of the second-highest bid.
iv. In the descending price bid, the auctions start at a high price and keep on lowering until it reaches the highest reservation bid. This type of auction takes place when there are multiple items to be sold. The highest bidder selects the quantity, then the bid drops until all the quantity is gone. This is also called ‘Dutch Auction’.
v. In a modified Dutch auction, all the bidders pay the lowest bid that clears the market.
1.4. Private Placements
a. The private placement is a non-underwritten and unregistered allotment or placement of bonds to a single or a small group of investors.
b. The assets for private placements are generally offered to the investors with a low need for liquidity, long-term time horizon, and a higher need for yields, such as pension funds and insurance companies.
c. The assets offered for the private placements sometimes do not have any secondary market; they usually trade between institutional investors only.