Case 103 / 183 Analyst

Block Trade vs. Accelerated Bookbuild

Capital Markets — ECM/DCM

The prompt

“As an ECM analyst, you are advising a private equity sponsor that wants to sell its entire 22% stake in a listed European industrials company. Compare a fully marketed secondary offering, an accelerated bookbuild and a bought-deal block trade on speed, discount and net proceeds, and work out which route fits which type of seller.”

📋 What you're given

As an ECM analyst, you are advising a private equity sponsor that wants to sell its entire 22% stake in a listed European industrials company. Compare a fully marketed secondary offering, an accelerated bookbuild and a bought-deal block trade on speed, discount and net proceeds, and work out which route fits which type of seller.

1. Task Overview

Task: Establish what each execution route actually costs the seller once the placement discount and the underwriting fee are taken together, and set that cost against how much market risk the seller keeps and how long the sale takes.

Step 1: Given Data — Stake, Trading Liquidity and Indicative Terms

The sponsor's syndicate banks have quoted the following indicative terms for the three execution routes.

Line ItemValue
Shares outstanding200.0m
Current share price (last close)€45.00
Sponsor stake22.0% (0.22)
3-month average daily trading volume (ADV)0.8m shares
Fully marketed secondary — discount to last close3.0% (0.03)
Fully marketed secondary — underwriting fee2.75% (0.0275)
Fully marketed secondary — time to completion4 weeks
Accelerated bookbuild — discount to last close5.0% (0.05)
Accelerated bookbuild — underwriting fee1.25% (0.0125)
Accelerated bookbuild — time to completionOvernight
Bought-deal block trade — discount to last close8.0% (0.08)
Bought-deal block trade — underwriting fee0.00% (0.00)
Bought-deal block trade — time to completionSame evening, price fixed at signing

Step 2: Stake Size and Value at Market

Show Stake Size Formula

Shares Sold = Shares Outstanding × Sponsor Stake %

Market Value of Stake = Shares Sold × Current Share Price

Using these formulas, compute the number of shares to be placed and what that stake is worth at the last close.

Step 3: Placement Price per Execution Route

Show Placement Price Formula

Placement Price = Current Share Price × (1 − Discount to Last Close)

Using this formula, compute the placement price for each of the three routes.

Step 4: Gross Proceeds per Execution Route

Show Gross Proceeds Formula

Gross Proceeds = Shares Sold × Placement Price

Using this formula, compute gross proceeds for each of the three routes.

Step 5: Net Proceeds to the Seller

Show Net Proceeds Formula

Net Proceeds = Gross Proceeds × (1 − Underwriting Fee)

Using this formula, compute what the sponsor actually receives under each of the three routes.

Step 6: All-In Cost of Execution

Show All-In Cost Formula

All-In Cost = (Market Value of Stake − Net Proceeds) / Market Value of Stake

Using this formula, express the total leakage of each route as a percentage of the stake's value at the last close, so that the discount and the fee are compared on one number.

Step 7: The Open-Market Alternative

Show Liquidity Formulas

ADV Multiple = Shares Sold / Average Daily Trading Volume

Days to Sell in the Open Market = Shares Sold / (Average Daily Trading Volume × Maximum Daily Participation)

Assume:

  • Maximum daily participation the sponsor can take without visibly moving the price = 20.0% (0.20) of ADV
  • Trading days per year = 252

Using these inputs, compute the ADV multiple of the stake and how long a drip-feed sale into the open market would take.

💡 Model answer

Try answering out loud first — then reveal the model answer and compare.

⚠️ Common mistakes

  • Striking the discount against the wrong reference price. ABB and block discounts are quoted off the last close (or the day's VWAP), never off the sponsor's entry cost or an analyst price target.
  • Comparing the routes on gross proceeds alone. The fully marketed deal carries the highest fee and the bought deal carries none, so the discount and the fee have to be added together before any two routes are comparable.
  • Treating the bought-deal discount as money paid to nobody. It is the bank's entire compensation for warehousing the stock on its own balance sheet overnight, which is exactly why it is wider than the ABB discount.
  • Confusing the cheapest route with the safest one. In a bought deal the price is fixed at signing, so a post-announcement sell-off hurts the bank; in a fully marketed offering the seller carries four weeks of market risk on the whole position.
  • Ignoring the ADV multiple and concluding the sponsor could simply sell into the market over time. At 55.0x ADV that would take roughly 275 trading days of visible selling.

🔁 Follow-up questions

➡️ Related cases

Previous Case 102: Rights Issue: TERP, Dilution and Why Not a Placement

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