Underwriter
In the investment world, an underwriter is a company that helps corporations or other issuing bodies distribute their securities.Suppose ABC Corporation wants to expand its widget-making business, and needs funds. It decides to issue an initial public offering to raise the money. ABC hires an investment bank to be the underwriter for its IPO. The investment bank and ABC together determine how much money they believe the IPO will raise, how much the bank will be paid in fees and profits, and other details.ABC and the investment bank file a statement with the SEC to register the IPO. After the SEC reviews the application to make sure all necessary information has been submitted, it works with ABC to set a sale date. The investment bank buys ABC’s shares to fund the IPO. The bank profits when it sells the shares through its distribution network at a higher price.Underwriters assume the risk of managing and selling the shares. They must be thorough when setting prices. If they underestimate the public’s interest in the offering, they leave money on the table. If they overestimate, they may be stuck keeping the shares or selling them for a lower price.
Reviewed by Marguerita ChengFact checked by David Rubin
Underwriting vs. Principal Roles: An Overview
When people think of a brokerage firm, they might think of a financial services company that provides retail investors access to markets with the ability to buy and sell securities on their behalf. The brokers provide additional trade-related functionality including research tools, news, analysis, and price quotes.
However, most brokerage firms also have plenty of other business roles that do not always involve retail trades. The firm’s underwriting and principal trading divisions may indeed form the largest portion of its ongoing business.
Here we look at what these other two activities are and how they function in the process of issuing securities.
Key Takeaways
- Brokerage firms are well-known for facilitating trades on behalf of customers, in what is known as its agency role.
- However, a broker’s main profit centers may actually lie elsewhere.
- Underwriting can be a lucrative business, which involves helping a company register and issue securities to be traded on the primary and then secondary market.
- Brokerages may also have trading desks that buy and sell securities with the firm’s money, using sophisticated strategies in a variety of markets.
Underwriting: The Primary Market
Often the most lucrative aspect of the brokerage business is selling brand-new securities issues by companies seeking to raise capital. The sale of new issues is what constitutes the so-called primary market.
Originally, only securities firms were involved in primary market activity, which involves the processes of underwriting or financing, and for a long time it did not involve a retail broker whatsoever. Things have changed and today most integrated brokerage firms now have robust underwriting and brokering departments.
In its function as an underwriter, a brokerage handles the initial issuance and distribution of securities—in the form of common or preferred stock, or corporate bonds—from a firm or other issuing body. The underwriter takes a fee for this service and can further earn profit from an initial public offering (IPO). Perhaps the most prominent role of an equity underwriter is through the IPO process, where shares that exist on the primary market are made available to the public on stock exchanges, i.e. the secondary market.
In negotiating the terms of the primary securities issue, the underwriting firm uses all of its expertise in trading in the secondary market. The firm gains a sense of the nature of the market to which the new issue of securities will be released (i.e., the security’s current attractiveness to investors and the market valuation of close competitors). One of the reasons investment firms became involved in both aspects of the market around the mid-20th century is they possessed expertise in the secondary market, which aids in primary market sales.
Risk vs. Reward
Underwriting therefore involves understanding the risks of the new securities issued, and then figuring out the most effective way to market and sell them to investors. The company issuing new securities and its brokerage firm work together to determine the initial price for the issue, its timing, and other marketability factors that will help attract investors.
In general, the underwriting arm is most concerned that the price of the securities might deteriorate while they are still in the broker’s inventory, which would erode profits or even turn potential profits into losses. To deal with the large risks involved, a consortium of like-minded investment firms will form to mitigate some of the individual risks and ensure a speedy distribution of securities among all of the firms’ clients, instead of those of only one firm.
Principal Role: Brokering and Trading
Once a new security is issued and sold, that security is considered marketable and it begins to trade on the secondary market. Investment firms participate in the secondary market in one of two ways: as principals, holding securities for sale in their own inventory, or as agents, acting on behalf of a buyer or seller but not owning the security at any point during the transaction and earning a commission for that service.
In principal trading, the investment firm hopes to profit from buying securities in the open market using the firm’s money, holding them in its own inventory for a certain period of time, and selling them later for a higher price. As mentioned earlier, it is advantageous for investment firms to engage in principal trading because they’re well acquainted with current trends and market conditions and, therefore, they have the expertise to devise suitable benchmarks for pricing primary market issues or the yields on new bond issues. Moreover, trading desks at brokerages are often equipped with state-of-the-art automated trading platforms and other technological advantages not readily available to most retail traders.
Market Making
Another source of income an investment firm gains from principal trading activities is through providing liquidity. Because the broker has a large inventory of securities, the broker need not wait for simultaneous matching of buy and sell orders from its clients to complete a transaction. Instead, they can engage in market-making (MM) activities.
This advantage of principal trading greatly adds to the liquidity of the market and ensures there will typically be a buyer for almost every security, even if retail investors are generally not active in trading that security.
Intermingling of Principal and Agency Functions
Sometimes the distinction between brokerage firms working solely in the primary market and those working solely in the secondary market blurs, where the functions of principal and agency roles become intermingled. There are several examples of principal activities resembling agency roles and vice versa. As a result, certain measures must be taken to keep in compliance with various regulations.
In certain circumstances, underwriting firms will not be able to take ownership of a new issue and will instead issue it on a best efforts basis. The dealer will sell as much of the issue to its clients as it can at the best possible price and then return any unsold portion back to the issuing company. A best efforts placement is suitable when a full placement may not be possible due to poor market conditions or to the speculative nature of the issuing company – or if the underwriter is restricted from owning the issuer’s securities directly due to a conflict of interest elsewhere within the firm.
Another variation on principal vs. agency roles occurs when a company issues new securities directly to the secondary market, supplementing the existing lot of issued and outstanding shares that began trading after the original issue was completed. In some instances, such a secondary issue may be classified as a private placement offered only to pre-selected investors and institutions rather than on the open market. If the issuer has a sufficiently solid reputation, the dealer takes very little risk in distributing the quality issue to a few large institutions. In other situations, there is no central marketplace for the firm’s principal activities; the transactions are conducted on the over-the-counter (OTC) market, now comprised of computer systems linking dealers and large institutions directly to one another.
Is an Underwriter the Same As a Broker?
Underwriting is the process of evaluating, pricing, and marketing a new issue of securities. This involves assessing the potential risks and rewards of the company and the issue itself. Today, many large brokerage firms have an underwriting division that helps companies raise capital in this way via selling equity shares or bonds. So, while underwriting is a different role than agency brokerage, they can both be services provided by the same parent company.
What Is the Difference Between Brokering and Underwriting?
Brokering involves executing trades in the market on behalf of customers, or buying and selling securities. Underwriting involves bringing new securities to market.
Which Career Earns More Money: Brokerage or Underwriting?
According to salary aggregator Indeed.com, the average compensation for a broker in 2024 in the U.S. was $78,624. In comparison, underwriters earned $95,113.
What Are Other Types of Underwriting?
Underwriting is used in the insurance industry to evaluate the risks and assign the appropriate premium amount for insurance policies. Underwriting also takes place when people apply for loans, such as mortgages. Here, the lender will determine whether the borrower is creditworthy and what interest rates should be assigned based on that risk.
The Bottom Line
Brokerage firms were not always the large, multifaceted business entities that we know today. In times past, individual securities firms conducted business in only one area, but in the early 20th-century investment dealers began acting as principals on new securities issues and as agents for the trading of securities on the secondary market. Now the roles of principal and agent have intermingled, as investment firms are involved in both the primary and secondary markets.
Read the original article on Investopedia.