x.com/adamascholl/status/2018833783349547122
1 correction found
the investment banker cartel charging every private company that chooses to go public *7% of gross proceeds*, since they gatekeep access to the exchanges
This overstates IPO underwriting fees: not every company pays 7% of gross proceeds. For example, Facebook’s 2012 IPO prospectus shows underwriting discounts of about 1.1% of the offering’s total value, not 7%.
Full reasoning
What the post claims
It states that “every private company that chooses to go public” is charged “7% of gross proceeds” by investment bankers.
Hard counterexample (SEC filing): Facebook’s 2012 IPO was ~1.1%, not 7%
Facebook’s final IPO prospectus filed with the U.S. SEC (Form 424B4, dated May 17, 2012) includes an explicit table of IPO economics:
- Price to public: $38.00 per share
- Underwriting discounts and commissions: $0.418 per share
That implies an underwriting discount rate of:
- $0.418 / $38.00 ≈ 1.1%
The same table also shows totals:
- Total price to public: $16,006,877,370
- Total underwriting discounts and commissions: $176,075,651
Which again implies:
- $176,075,651 / $16,006,877,370 ≈ 1.1%
Since Facebook is a clear example of a private company that went public without paying 7% of gross proceeds in underwriting discounts/commissions, the universal statement “every private company … 7%” is factually incorrect.
Additional note on “gatekeep access to the exchanges”
Even aside from fee levels, U.S. exchanges offer a direct listing path in which the exchange describes that there are “no underwriters” (i.e., an IPO is not the only route). This undermines the absolute framing that investment bankers necessarily “gatekeep access” in all cases.
Conclusion: The post’s claim is contradicted by SEC-disclosed IPO pricing terms for Facebook (a prominent counterexample), so it cannot be true that every company pays 7% of gross proceeds.
2 sources
- SEC EDGAR — Facebook, Inc. Form 424B4 Prospectus (May 17, 2012)
PRICE $38.00 A SHARE ... Underwriting Discounts and Commissions ... Per share $0.418 ... Total $16,006,877,370 ... $176,075,651
- NYSE — Direct Listings (Choose Your Path to Public)
"companies no longer need to view an IPO as their only path to public" ... "In a Direct Listing with a capital raise, there are no underwriters"