Overhang

Overhang refers to the surplus shares remaining with underwriters when a new issue of shares has not been fully taken up by investors. This situation often results from an under-subscription during a public offering, leaving the underwriters with unsold shares.

Detailed Definition of Overhang

Overhang in the context of public offerings, refers to the surplus shares that remain with the underwriters if and when a new issue of shares is not fully subscribed to by investors. This condition can occur during an initial public offering (IPO) or a secondary offering where the demand from investors does not meet the supply of available shares.

Why Overhang Occurs

Overhang might occur due to various reasons, such as:

  • Market conditions: A bearish or volatile market can deter investors.
  • Company performance: Negative perception about the issuing company’s financial health or future prospects.
  • Competitive offerings: Simultaneous offerings from other companies may divide investors’ attention and resources.

Implications of Overhang

  • Impact on Underwriters: Underwriters might have to hold on to the unsold shares, which ties up capital and exposes them to market risk.
  • Price Pressure: The existence of unsold shares can exert downward pressure on the share price, as there is a known surplus that could be released into the market.
  • Perception Issues: Potential investors might view overhang as a sign of weak demand or negative sentiment towards the issuing company.

Examples of Overhang

  1. XYZ Corporation IPO: XYZ Corporation launched an IPO with 1 million shares, but only 700,000 were taken up by investors. The remaining 300,000 shares constitute the overhang.

  2. Renewed Offering by ABC Inc.: ABC Inc. offered additional shares in a secondary offering but was unable to fully subscribe the lot, leading to an overhang of 150,000 extra shares with the underwriters.

Frequently Asked Questions (FAQs)

Q: How can overhang affect the stock price? A: Overhang can create downward pressure on the stock price due to the potential flood of surplus shares into the market when underwriters attempt to sell them.

Q: What can underwriters do with the overhang shares? A: Underwriters may try to market the overhang shares at a discounted price, hold onto them temporarily, or execute other strategies to limit their exposure.

Q: Can overhang be a sign of a poorly received offering? A: Yes, significant overhang might indicate that the offering was not well-received, which can reflect concerns about the issuing company’s value or market conditions.

  • Underwriters: Financial intermediaries who administer the public issuance and distribution of securities.
  • Initial Public Offering (IPO): The first sale of stock by a private company to the public.
  • Secondary Offering: A sale of new or closely held shares of a company that has already made an initial public offering.
  • Under-subscription: A scenario where a new issue of securities is not completely taken up by investors.
  • Bear Market: A market condition characterized by falling prices and generally pessimistic investor sentiment.

Online References

Suggested Books for Further Studies

  1. “Investment Banking: Valuation, Leveraged Buyouts, and Mergers & Acquisitions” by Joshua Rosenbaum and Joshua Pearl: A comprehensive guide on various aspects of investment banking, including underwriting.

  2. “The New IPO Playbook: An Insider’s Guide to the Next Era of Capital Markets” by Michele Gutman and Christopher Yoshida: A modern take on IPO strategies and the implications of market trends.

  3. “IPO Banks and Selling Shareholders’ Returns” by Tobias Tröger: A detailed study of bank roles in IPOs and the financial outcomes for selling shareholders.


Accounting Basics: “Overhang” Fundamentals Quiz

### What does the term "overhang" refer to in the context of public offerings? - [ ] The excess stock issued due to high demand. - [x] The surplus shares remaining with underwriters. - [ ] Additional shares allocated to employees. - [ ] A market overreaction to stock prices. > **Explanation:** Overhang refers to the surplus shares that underwriters hold when a new issue has not been fully subscribed to by investors. ### What is one potential impact of overhang on stock price? - [x] Downward pressure on stock price. - [ ] Upward pressure on stock price. - [ ] Stability in stock price. - [ ] Increased volatility without direction. > **Explanation:** Overhang often exerts downward pressure on the stock price because the surplus shares represent a supply that could potentially be released into the market. ### Who typically holds the surplus shares in an overhang situation? - [ ] Individual investors. - [ ] The issuing company. - [x] Underwriters. - [ ] Institutional investors. > **Explanation:** Underwriters hold onto the surplus shares when an issue is not fully subscribed. ### Why might underwriters end up with surplus shares? - [ ] High market demand. - [x] Under-subscription by investors. - [ ] Strong company valuation. - [ ] Increased lock-up period. > **Explanation:** Underwriters end up with surplus shares due to under-subscription by investors, where the demand does not meet the supply of shares offered. ### What could cause overhang during an IPO? - [ ] Over-enthusiastic market conditions. - [x] Lack of investor interest. - [ ] Surpassing quarterly earnings estimates. - [ ] High dividend yield. > **Explanation:** A lack of investor interest in the IPO leads to overhang because the shares are not fully taken up. ### How might underwriters handle surplus shares from overhang? - [x] Sell at a discount. - [ ] Burn the share certificates. - [ ] Repurchase them at a higher price. - [ ] Hold indefinitely without action. > **Explanation:** Underwriters may sell surplus shares at a discount to minimize their market exposure and recover their capital. ### Does overhang reflect positively on the issuing company? - [ ] Always. - [ ] Never. - [ ] Sometimes. - [x] No. > **Explanation:** Overhang does not reflect positively on the issuing company; it indicates poor demand for the shares being offered. ### What is an initial public offering (IPO)? - [x] The first sale of stock by a private company to the public. - [ ] A subsequent sale of stock to the public. - [ ] A buyback of shares by the company. - [ ] A dividend distribution event. > **Explanation:** An IPO is the first sale of stock by a private company to the public, marking the company's transition to a publicly traded entity. ### In what market condition is overhang likely to occur? - [ ] Bull Market. - [ ] Stable Market. - [x] Bear Market. - [ ] Growth Market. > **Explanation:** Overhang is more likely in a bear market where investor sentiment is pessimistic, and demand for new shares is lower. ### Who can explain the legal aspects of managing an overhang situation? - [ ] Real estate agents. - [x] Securities and Exchange Commission (SEC). - [ ] Marketing managers. - [ ] Environmental consultants. > **Explanation:** The Securities and Exchange Commission (SEC) can provide guidance on the legal aspects of managing overhang situations.

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Tuesday, August 6, 2024

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