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Robinhood joins Oura's IPO syndicate as the last of 18 underwriters

Robinhood is the 18th of 18 underwriters on Oura's IPO, its first seat in a syndicate with Goldman Sachs, Morgan Stanley and J.P. Morgan. The debut gives a retail brokerage a formal role in underwriting an offering Oura postponed on Tuesday.

The Investor · Invest desk

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Photograph accompanying Robinhood joins Oura's IPO syndicate as the last of 18 underwriters
Photo: yahoo.com

What happened

  • Fortune reports the underwriter role gives Robinhood a say in the IPO process and a share of fees it describes as very small.
  • In earlier IPOs, retail brokerages received a tranche of shares to distribute but had an entirely passive role.
  • Oura said it expected strong demand but chose to wait because of uncertainty in the IPO market.
  • The delay raised the question of whether investors soured because Oura was using the deal mainly to sell secondary shares.

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Why it matters

  • cost Robinhood takes on an underwriter's role for a fee Fortune calls very small, so any return on the seat has to come as larger allocations for its customers.
  • exposure If Oura's relaunch stays weighted to secondary shares, retail buyers brought in through the syndicate would be buying stock that existing holders are selling.
  • precedent One retail broker on an 18-bank tombstone gives issuers of the awaited OpenAI and Anthropic offerings a precedent for adding one to their own syndicates.
  • contradiction Coyle's case that retail buyers steady a stock sits against a deal with a retail underwriter that still could not get to pricing.

The fee is the least of what Robinhood gets from the seat. Seventeen underwriters sit above it on the tombstone [1]. Fortune did not report the size of the offering, how the fees split, or how many shares Oura planned to set aside for retail.

What Robinhood can win for its customers is allocation, or rather the right to argue for it. Retail brokerages have pushed for their customers to get first access to IPO shares instead of buying at a premium from the connected clients of big banks [8]. Under the old passive tranche [6], that argument was made from outside the deal. A say in the process [5] lets Robinhood make it from inside the syndicate. SpaceX's retail slice of more than 20% [7] shows how large the prize can get.

The seat can stay a courtesy line at the bottom of the tombstone, with the retail tranche run as before and the say amounting to little. It can turn into allocation weight, measurable as retail shares near the SpaceX level on deals Robinhood underwrites. Or the delay on what Fortune's Term Sheet had called the year's hottest imminent IPO [15] can last long enough that the first real test is someone else's deal. Jeff John Roberts, who wrote the Fortune account, said the market is waiting for the next two mega-offerings, OpenAI and Anthropic [13].

Issuers have their own reason to want retail. According to Scott Coyle, chief executive of Click Capital Markets, companies going public now see retail buyers as a source of stability [9]. In his account, retail holders are more likely to stay in good times and bad, while institutions rely on algorithms that dump underperforming shares at the first sign of trouble [9]. Coyle also says the heads of consumer-facing companies, Jersey Mike's among them, see retail holders as a way to deepen brand loyalty [10]. Oura sells a fitness ring [14].

Put Coyle's argument next to the question about secondary shares [12] and the seat has a second use. A deal that mostly lets existing holders sell needs buyers who will not sell straight back. Patient retail money is worth most to whoever is on the other side of that trade. In my view that is the less comfortable reading of why issuers now court retail. The counter-reading is plainer. Roberts reported that others blamed higher interest rates and broader uncertainty [13], and Oura's own statement blamed the market [11].

I think the seat is real and small. The view fails if Robinhood keeps its line on later tombstones while the retail allotment stays the size of the old passive tranche, on Oura's relaunch or on the mega-offerings Roberts named [13].

What to watch

  • Whether Robinhood keeps its underwriter line, and moves up from 18th, when Oura sets a new date for the offering.
  • Whether Oura's relaunched deal changes the mix between secondary shares sold by holders and new capital raised by the company.
  • Whether OpenAI or Anthropic name a retail brokerage among their underwriters, and what share of either deal is reserved for retail.
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