Twitter decides to "go public" via an IPO. The reason for doing so is to raise money.

How does this work? The mathematics of an IPO

go as follows: before the IPO, Twitter is owned by the founders, the early employees, and some early investors (for example, venture
capital firms and angel investors). Before the IPO, ownership of Twitter is partitioned into N equal shares, and each of the
aforementioned people's stake in the company is determined by how many of these shares he owns. For example, N is around 475
million for Twitter. Twitter cofounder Evan Williams owns 57 million of these shares, so he owns 12 percent of Twitter.

Now, Twitter decides to go public. In other words, it decides to provide the public with the opportunity to share in the ownership of
Twitter. Why would the Twitter founders want to give away part of their ownership in their company? Well, they are not giving it
away; they are selling it. Whatever the public pays for partial ownership in Twitter goes straight into Twitter's bank account. For the
founders of Twitter, the upside of this is that Twitter becomes a richer company, and they can use the new money to develop the
company into an even better and profitable company. The downside is that their stake in this more valuable company goes down. How
do the Twitter founders decide the optimal solution to this tradeoff? They need to choose two numbers: the number of new shares of
Twitter to issue; and the price at which to sell these shares. If they decide to issue M new shares of Twitter and sell them for $x each,
then Twitter adds $xM to its bank account, but everyone who already owns Twitter shares has their ownership in the company reduced
by the factor N / (N + M). Twitter needs to choose M first, because what x should be depends on M: x needs to be a price that the
public would be willing to pay to own 1 / (N + M) of Twitter. In the process outlined below, Twitter chooses M in step (1) and
chooses x in step (5).

Here we go:

Twitter decides to offer 70 million shares on the public market. This means that current shareholders of Twitter have their stakes
decreased by a factor of 475 / (475 + 70) = 13 percent, and that 13 percent of Twitter is up for grabs. How does Twitter come up with
this number? Its executives know around how much money they want to raise, and how much of their ownership they are willing to
give up. Based on the number 70 million, Evan Williams knows right now that after the IPO his stake in Twitter will decrease from 12
percent to 10 percent, but in his mind he thinks this sacrifice is well worth it. Twitter now advertises to institutional investors (via its
underwriting banks, in particular Goldman Sachs) that 70 million shares of Twitter are on the table, and invites them to submit
requests for how many shares they would like to buy (the investors have no official word on how much they will have to pay per
share, but they can do their own analyses to come up with rough estimates).

Rumors circulate that the offering price will be in the $17 to $20 range.

Rumors circulate that the offering price will be in the $23 to $25 range.

By November 5, 2013, institutional investors must submit their requests on how many shares they wish to buy. I call these "requests"
and not "bids" because they can take many forms, ranging from the simple ("I want to buy 1 million shares, no matter the price") to
the complicated ("If the offering price is between a and b, I want to buy X shares; if the offering price is between b and c, I want to
buy Y shares; but in the event that Z occurs I do not want to buy any shares"). Who are these institutional investors? They are the
"important" clients of the underwriting banks: the top pension funds, mutual funds, hedge funds, high net worth individuals, and long
standing clients. Why do these investors get first dibs on an IPO? Retail investors often complain this is not fair, but the (official)
reason is stability: the argument goes that institutional investors (who are accredited, sophisticated, more experienced, and who have
deeper pockets and capacity to take risk) create stability in the stock price by being the first to receive them. The alternative would be
for Twitter to offer its shares to the entire world all at once on IPO day. While this seems more fair, experience shows that this creates
havoc: Twitter is afraid that if it starts by offering its shares to Average Joe investors at the outset, the price will jump all over the
place and the market will become anxious and confused. Moreover, the SEC fears that the "unsophisticated" Average Joes do not
know how to deal with an IPO appropriately and are likely to lose their life savings by purchasing the stock in this unstable
environment.

On November 6, 2013, around 4:00pm: Twitter sets its IPO price at $26. At this point, Twitter knows that it will raise exactly $26 x 70
million = $1.8 billion in cash from this offering. We say that this offering price values the company at $26 x (475 million + 70
million) = $14.2 billion (The only way you can say what a company is worth is by seeing how much someone else would pay for it, or
at least how much he would pay for a share of it.)

On November 7, 2013, around 8:30am: The IPO underwriters look at all the requests from (4) and decide how to allocate shares to the
institutional investors. This is not as simple as giving each institutional investor what they requested if their conditions were met. First,
the total number of shares requested by all institutional investors is likely much, much more than 70 million (and most institutional
investors know that demand for shares greatly exceeds their supply, so they will tend to request a much higher number of shares than
they actually want). Second, this is the only chance the offering company and the underwriters have to control what kind of
shareholders have a stake in the company. They know the reputations/styles of the institutional investors, and they take this
information into consideration when choosing how to allocate the available shares. The process is not "fair" in the sense that all of the
institutional investors are on the same playing field. For example, the underwriters would be wary of granting a large number of shares
to an investor who is likely to flip them (wait until the price spikes upon the opening trade and then immediately dump the position).
The underwriters want an ideal balance of different types of investors: long term investors, short term investors, domestic investors,
foreign investors, etc. Note that (essentially) all of the requests at this stage are "buy" requests; although in some cases an institutional
investor can request to borrow shares (with the intent of creating a short position by selling them), this is very rare and
(understandably) not very well received by the underwriters.

On November 7, 2013, before market open: All of the 70 million shares are in the hands of the initial institutional investors, who now
owe Twitter $26 for each share they were granted.

On November 7, 2013, at market open (9:30am): Orders start coming to the NYSE from all over the world, from both retail investors
and institutional investors (both the ones who were lucky enough to be part of the initial offering and the ones who were not). Each
order is either a bid ("I want to buy TWTR") or an offer ("I want to sell TWTR"), with the latter presumably only coming from those
institutional investors who already have the stock to sell. Each order includes both a price and a size: for example, "I am willing to pay
$45 per share for 100 shares of TWTR" or simply "45 x 100".

On November 7, 2013, after market open: The designated market maker (DMM) for Twitter (which is the bank Barclays) at the NYSE
starts collecting all of the orders that are coming in. Taking a quick first look at the numbers they are seeing, Barclays reports that the
prevailing price seems to be in the $40 to $45 range. This number is reported by the news media.

On November 7, 2013, after market open: The DMM (Barclays) works on setting the opening price. The opening price is chosen so
that supply and demand are balanced as well as possible. In other words, the opening price is the price that maximizes the number of
trades that can be executed, based on all of the orders submitted thus far. This process is called price discovery, and is handled by
humans at the NYSE (unlike Nasdaq, which handles price discovery electronically). Once the opening price is decided upon (for
Twitter, $45.10), the DMM "freezes the book", or blocks any new orders from coming in. Next, the DMM enters all of the accepted
orders into the system, matching buyers and sellers based on the prices and sizes they submitted. The process of price discovery
usually takes around fifteen minutes for the NYSE, but since Twitter is such a high profile stock with a great deal of anticipation and
demand, the process takes over an hour.

On November 7, 2013, at 10:50am: Bam, Twitter begins trading at $45.10. In particular, the public is willing to pay $45.10 per share
of Twitter, and we say this opening price values the company at $45.10 x (475 million + 70 million) = $24.6 billion. Twitter
instantaneously increases in value by $10 billion.

On November 7, 2013, at market close (4:00pm): Twitter closes at $44.90.

The success of an IPO is measured by how smoothly steps (10) and (11) go. If the price during discovery falls below the initial
offering price ($26 for Twitter), this looks embarrassing and the underwriters will shore up demand by purchasing shares. Similarly, if
the price goes berserk once trading begins, the DMM is blamed for not setting the price appropriately. The fact that the closing price
($44.90) is close to the opening price ($45.10) in this case is a sign of stability, and that the underwriters and the DMM performed
their job well.

Note that for Twitter as a company, the exciting day was November 6, not November 7. On November 6, Twitter set the offering
price, and thus knew it would raise $26 x 70 million = $1.8 billion in cash. The opening price ($45.10) is irrelevant here. But for  the
employees of Twitter, especially the founders and early employees, the exciting day was November 7: they already owned shares
before any of the IPO process happened, whether they obtained these shares as founders or in the form of employee compensation.
But they were in limbo regarding just how much this intangible stake in the company was worth until 10:50am, at which time they
gleefully realized they now had $45.10 x n in their pockets, where n is the number of shares they owned.

So who profited from the surge from the offering price of $26 to the opening price of $45.10? Not Twitter. Instead, its employees and
the institutional investors from (4) just received a huge return. Considering this, was $26 too low of an offering price? Perhaps. If
Twitter had instead set the opening price at $45, and assuming that demand from investors was the same, Twitter could have raised
nearly twice as much money for themselves. However, the goal of an IPO is not just to make as much money as possible; it is also to
build a foundation of happy shareholders, and a shareholder is happy if he gets a nice return from his IPO investment. Normally
companies try to set the offering price so that the initial investors earn something like 10 percent on IPO day, so in that regard the 73
percent return the initial investors received is on the high side.