How to Answer “Walk me through the IPO process from start to pricing.” in Investment Banking Interviews
In investment banking interview prep, “Walk me through the IPO process from start to pricing” is a staple of IPO process interview questions because it tests whether you can explain a live deal workflow clearly, in order, and with the right terminology.
At analyst level, a strong answer is a tight timeline (mandate → diligence/drafting → filing and comments → launch/roadshow → bookbuild → pricing and allocation) plus a short explanation of why each phase exists—especially how demand discovery drives the final offer price.
What Interviewers Test in IPO Process Interview Questions
Interviewers are checking whether you understand the steps of the IPO process for investment banking as a coherent sequence, not a set of disconnected buzzwords. They want correct concepts and roles: issuer vs underwriters, legal counsel and auditors, the syndicate desk, and the regulator review cycle.
In IB technical interview prep, this question also tests communication under pressure: can you separate regulatory readiness (disclosure, filings, comments) from investor marketing (roadshow, bookbuilding) and keep the story consistent as information becomes public.
Finally, they’re probing judgement around pricing: how the initial range is set, what “book quality” means, what happens when demand is weak or markets move, and how underwriting tools (allocation, overallotment/greenshoe, stabilisation rules) wrap around the pricing decision.
IPO Walkthrough Framework for IB Technical Interview Prep
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Step 1: Mandate, working group, and IPO readiness (set the runway)
Start with the decision to go public and the bank selection process. The issuer runs a bake-off, appoints lead underwriters (and the wider syndicate), and aligns on objectives: primary vs secondary shares, target proceeds and use of funds, target investor base, exchange/listing venue, and high-level timing.
Then cover IPO readiness. The company and advisers build the working group (management, underwriters, legal counsel, auditors) and pressure-test whether the business and financials are “public-company ready”: audited statements, governance, internal controls, KPIs, and the equity story. At this stage, it’s fine to mention an initial valuation view using public comps and recent IPOs—enough to frame expectations without pretending pricing is final yet.
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Step 2: Underwriting due diligence and drafting the registration statement
Next comes due diligence and drafting. Underwriters perform business, financial, and legal diligence to support the offering and manage underwriting risk, while the company and counsel draft the registration statement (e.g., S‑1/F‑1 depending on jurisdiction) including risk factors, business overview, MD&A, financials, and use of proceeds.
Tie this to the analyst work: data room requests, diligence trackers, drafting support, and modelling to articulate the investment case. This is also where IPO valuation questions often show up—how you choose a peer set, which multiples or metrics matter for the sector, and how growth, margins, and cash conversion translate into an investable narrative.
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Step 3: File, respond to regulator comments, and prepare marketing materials
Once the draft is mature, the company files the registration statement and enters the regulator review process. You typically go through comment letters and amendments until the regulator is comfortable with the disclosure. This is the “get cleared to market” phase.
In parallel, the banks prepare to market: roadshow deck, research/education (subject to rules), investor target list, and internal materials. A key point in IPO process interview questions is information discipline—what’s inside the filing and what can be said externally—as you move from private diligence into a public marketing process.
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Step 4: Launch, roadshow, and bookbuilding (discover demand)
After clearance (or when marketing is permitted), the deal is launched with an initial price range and share count. Management and the banks run the roadshow, meeting institutional investors to present the equity story and answer questions.
During bookbuilding, the syndicate collects indications of interest and orders with price/size limits. For “walk me through the IPO pricing strategy,” emphasise that demand isn’t just total shares ordered—it’s quality and sensitivity: long-only vs fast money, concentration risk, and how demand changes as you move the price within/above the range. The bank updates the issuer and may adjust the range or size as the book develops.
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Step 5: Pricing and allocation (finalise economics and lock the book)
At the end of the roadshow, the issuer and underwriters set the final offer price and final share count, informed by the order book, relative valuation versus comps, and overall market conditions. The objective is typically to balance issuer proceeds and a supportive aftermarket trading profile.
Then the syndicate allocates shares to investors, aiming to build a stable shareholder base. You can briefly mention underwriting mechanics around pricing—like the overallotment/greenshoe option and stabilisation rules—as tools to manage excess demand and early volatility. For this question, keep the endpoint at pricing/allocation rather than drifting into long post-IPO trading details.
Analyst Model Answer: IPO from Start to Pricing
The IPO process from start to pricing is: win the mandate, get the company disclosure-ready, clear the filing, market the deal, build the order book, then set the final price and allocations.
It starts with the company deciding to go public and selecting underwriters. The issuer and banks agree the deal goals—primary vs secondary mix, target proceeds and use of funds, timing—and form the working group with counsel and auditors. They also assess IPO readiness: audits, governance, controls, and an initial valuation view using public comps and recent IPOs.
Next is underwriting due diligence and drafting the registration statement, like an S‑1/F‑1 depending on jurisdiction. The document lays out the business, risks, MD&A, and financials, and the bank helps shape the equity story and valuation framework.
Then the company files and goes through regulator comments and amendments until it’s cleared to market, while the banks prepare the roadshow deck and investor targeting.
After launch, the deal is marketed with an initial price range. During the roadshow the syndicate bookbuilds—collecting orders and price limits—and evaluates not just total demand but demand quality and price sensitivity. Based on the book and market tone, the range or size can be adjusted.
Finally, the night before trading, the company and underwriters agree the final offer price and share count and allocate shares to investors, often with an overallotment/greenshoe for flexibility. Pricing is essentially demand discovery plus relative valuation, with underwriting mechanics supporting an orderly start to trading.
- Keep the timeline linear: mandate → diligence/drafting → file/comments → launch/roadshow → bookbuild → price/allocate.
- Explain *why* the range exists: it’s a tool for demand discovery, not just a valuation output.
- When discussing pricing, mention book quality and investor type, not only “oversubscribed/undersubscribed.”
- Name underwriting tools briefly (syndicate, allocation, greenshoe) but don’t get lost in settlement minutiae.
- If pressed, link valuation to comps and investor feedback rather than implying there’s one correct IPO multiple.
Common Mistakes in IPO Valuation Questions
- Jumping straight to the roadshow and pricing without covering drafting/filing and the regulator comment process.
- Treating IPO pricing as purely model-driven and ignoring bookbuilding, investor feedback, and market conditions.
- Using fuzzy language like “the bank sets the price” instead of explaining issuer + underwriters decide based on the book.
- Forgetting core underwriting terms such as allocation and the overallotment/greenshoe option.
- Mixing up primary vs secondary shares or failing to state why the mix matters for proceeds and selling pressure.
- Spending most of the answer on post-IPO trading, lock-ups, or listing trivia before you’ve reached pricing.
Follow-Ups Common in Investment Banking Case Studies
How is the initial IPO price range set?
It’s anchored on valuation work (public comps and recent IPOs), issuer objectives, and market tone, then refined with early investor feedback and demand signals.
What’s the difference between primary and secondary shares in an IPO?
Primary shares are newly issued and raise cash for the company; secondary shares are existing shares sold by current holders and don’t raise new cash for the issuer.
What is a greenshoe (overallotment) and why does it matter at pricing?
It’s an option allowing underwriters to sell additional shares (often up to ~15%) to manage excess demand and support stabilisation, helping reduce early volatility.
What order book signals matter most for the final pricing decision?
Depth of demand at/above the range, concentration and churn risk, investor type (long-only vs fast money), and how price-sensitive the demand is.
If markets weaken during the roadshow, what levers do you have?
You can resize the deal, adjust or lower the range, change the primary/secondary mix, pause marketing, or delay the IPO if demand is no longer credible.
How to Prepare for IPO Process Questions in Interviews
- Build two versions for investment banking interview prep: a 60–90 second walkthrough and a 3-minute version with extra detail on filings and bookbuilding.
- Practise a clean verb sequence out loud: mandate, diligence, draft, file, clear, launch, roadshow, bookbuild, price, allocate—this prevents skipping steps.
- Prepare 2–3 lines on IPO valuation questions (peer set choice, key metrics, how the book can move the range).
- Use one short “deal-style” illustration like you’d see in investment banking case studies: what investors cared about and how that affected range vs final price.
- On AceTheRound, run a timed mock and ask specifically for feedback on structure, terminology, and whether your pricing explanation connects underwriting mechanics to demand discovery.
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