The offering price is the price at which a security is sold to investors during a public offering. When a company goes public through an initial public offering, or when an existing company sells additional shares, investment banks and the issuer set this price before the securities hit the open market. If shares start trading at a higher price on the first day, the difference between the offering price and the trading price is called the "pop," and it represents money the company left on the table.
The offering price is distinct from the market price that forms once trading begins. It is the fixed price in the deal, negotiated beforehand between the issuer and the underwriter.
Investment banks leading the offering conduct a process called bookbuilding before the final price is determined. During this process, which typically runs two to three weeks, the underwriting syndicate meets with institutional investors to gauge demand and collect indications of interest at various price levels.
The lead underwriter uses these indications to build an order book showing how much demand exists at $20 per share, $22, $24, and so on. The final offering price is set based on where the book is covered by sufficient demand to sell the entire offering. Unusually strong demand may push the price toward the top of the preliminary price range or above it. Weak demand may force the banks to price at the bottom or below.
In an initial public offering, the offering price determines the total capital raised for the company. A company selling 10 million shares at $20 raises $200 million. If those shares had been priced at $25, the company would have raised $250 million from the same number of shares sold.
Investment banks have a financial incentive to underprice initial public offerings slightly because it makes the offering easy to distribute and creates goodwill with institutional clients who receive allocations at the offering price and immediately profit from the first-day pop. This creates a structural tension between the company's interest in maximum proceeds and the bank's interest in satisfied clients.
When an already-public company sells additional shares, the offering price is typically set at a discount to the current market price to attract buyers and ensure the deal is fully subscribed. This discount compensates institutional investors for the market impact of the new shares and for agreeing to lock up the allocation rather than buying gradually in the open market.
Secondary offerings can be dilutive to existing shareholders if new shares are issued, or non-dilutive if existing shareholders (like private equity sponsors) are simply selling their stakes rather than the company issuing new stock.
These three terms describe three different concepts that are easy to confuse. The offering price is what investors pay during the offering. The issue price is a synonym used in some contexts, particularly for debt securities, where it describes the price at which a bond is sold. Par value is the nominal face value of a stock, typically $0.001 or $0.01, which has no relationship to the offering price or market price of a modern publicly traded company.