Lockup waiver
 
When you buy stock in an initial public offering, you don’t know if you’re paying the right price. Sure you’re paying the price that everyone else is paying in the IPO, and sure that price is set by the IPO’s underwriters at a level where they see a lot of demand, and sure it is generally justified by some sort of financial analysis suggesting that the stock is worth that price.
But the company is brand new to the public markets and there is generally no previous trading price, and sometimes the IPO price will just be wrong. You—and everyone else who buys the IPO shares—will pay $25, and the stock will open for trading the next day, and, on the open market with willing buyers and sellers, it will turn out that it’s worth $20. Oh well.
 
Traditionally investors in IPOs want, and get, some protection from this risk. The simplest and most obvious protection is that the underwriters set the IPO price low: If it looks like there’s plenty of demand for the stock at $28 per share, they’ll price it at $25 per share, hoping for an “IPO pop” in which the stock trades up by 10% or so on the first day.
This gives them some margin for error: Even if the stock doesn’t trade up, pricing conservatively makes it less likely to trade down.
And even if the stock does trade down, the fact that most IPOs have a pop is some consolation for investors: “Well,” the underwriters can say, “we got this one wrong, but we gave you all those good ones earlier so you can’t really complain.”
 
There are other protections. We talk sometimes about greenshoes and stabilization, a form of legal stock manipulation in which, if the stock looks like it might fall below the IPO price in early trading, the underwriters will buy some stock to keep the price up.
They’re not doing that for fun, or for profit, or even really to make the issuer happy; they’re doing it to protect the investors in the IPO.
It’s a form of soft guarantee of the IPO price: “You can rely on this IPO price,” the underwriters can say to prospective investors, “because if the stock falls below this price we’ll buy it back.”
 
And then there is the lockup. The lockup is basically a promise that the company—and its insiders, founders and employees and pre-IPO investors—will not sell any more stock for, typically, six months after the IPO.
The investors who buy stock in the IPO want to know that that’s it, that no more stock is coming, for pretty straightforward supply-and-demand reasons: If the company (or its early investors) sells a bunch more stock the week after the IPO, that will tend to push the price down, so the investors want a promise that that won’t happen.
 
But they don’t quite get it. The company and its insiders do generally sign lockup agreements promising not to sell any more stock for six months, but they don’t sign those agreements with the IPO investors.
They don’t make those promises to investors, and the investors can’t enforce them.
Instead they sign the lockup agreement with the underwriters of the IPO. And the underwriters—actually a subset of the underwriters, just the one or two or three leading banks on the deal—can waive the lockups if they want.
A month or two after the IPO, the company can come to the underwriters and say “hey we (or our venture capitalists or founders) want to sell more stock, will you let us?” And the underwriters can say yes or no, “in their sole discretion.”
 
Why would they say no? Well, they are in a repeat game of underwriting IPOs; they want to make investors happy.
If they sold stock in the IPO at $25, and the stock is trading at $25.50 now, and selling millions more shares will push it down below the IPO price, and there’s no desperate need for cash, then the underwriters will probably say no.
Letting the company sell more stock, and pushing the stock price down below the IPO price, feels like a betrayal of the bargain that the banks struck with investors.
Again it’s not a legally enforceable bargain, but the investors might still get mad, and the banks want to keep them happy.
Why would they say yes? Well, if the stock price has doubled in the month or two since the IPO, the investors really have no cause for complaint.
If the underwriters sold stock in the IPO at $25, and the stock is at $50 now, and selling millions more shares will push it down to $40, then anyone who bought in the IPO still got a great deal and can’t really claim to be disadvantaged by the new supply.  
What if the stock price is up about 800% in the three months since the IPO?
 
 
Beyond Meat shares fell sharply in after-hours trading after the vegan burger maker said its early shareholders would be selling another chunk of stock, just two months after an initial public offering that was one of the hottest in recent years.
The news overshadowed strong results in which quarterly sales more than tripled and the company raised its sales forecast for 2019.
The new offering comes after Beyond Meat shares soared more than 700 per cent from their market debut, as investors bet on rising consumer interest in meat alternatives and on the company’s plans to expand through new partnerships with restaurant chains around the world.
The additional share sale would include between 3m and 3.49m shares from stockholders and 250,000 new shares from the company, it said. Just under 10m shares were offered in the IPO in May.
The development sent the shares tumbling 13 per cent to roughly $192 in after-hours trading, on top of a 5.4 per cent fall in Monday’s official session that snapped a seven-day winning streak.
 
 
Yep! Increasing the supply of shares by a third will tend to drive down the price, and people who bought at $234.90 on Friday will no doubt be disappointed.
People who bought the stock for $25 a share in the IPO, on the other hand, really can’t complain. And the lockup was meant to reassure them, as they took a gamble on an untested stock at $25 per share; it wasn’t meant for the people buying last week.
By the way, this is all the sort of conventional analysis of the lockup, but there is one other consideration that is less often discussed.
If the company or its insiders want to sell new stock three months after the IPO, they will need to do another registered offering, and pay banks a fee for underwriting it.
The banks who are allowed to waive the lockup will, naturally, insist that they be the ones to lead the new offering and collect the fees. And in fact the banks in charge of waiving or enforcing Beyond Meat Inc.’s lockup were Goldman Sachs Group Inc. and JPMorgan Chase & Co., and those banks waived the lockup for the new offering, and they are the lead underwriters on that offering.
Those things are not necessarily related—the fact that they led the last deal means that they have a good relationship and know the company, so you’d expect them to lead the next one—but it doesn’t hurt the banks to have that leverage.

Le fonds immobilier de l'assureur français Axa a investi dans deux centres commerciaux parisiens, prenant notamment une part majoritaire d'Italie Deux, pour près de 700 millions d'euros au total, a-t-il annoncé lundi.  
 
"Axa IM - Real Assets investit 676 millions d'euros dans deux actifs de commerce de première qualité à Paris", détaille Axa dans son communiqué, précisant que les opérations ont été effectuées "pour le compte de clients".  
 
La première consiste en l'achat pour 476 millions d'euros de 75% d'Italie Deux, l'un des principaux centres commerciaux parisiens, sur la place d'Italie. La seconde concerne un ensemble immobilier près de la gare Saint-Lazare, qui compte le centre commercial Passage du Havre et dont le fonds prend 50%.  
 
Ces deux opérations, la première auprès du britannique Hammerson et la deuxième auprès du néerlandais Eurocommercial, accroissent la part du fonds dans le secteur de la grande distribution, alors même que celui-ci est en difficulté face, notamment, à l'essor du commerce en ligne.