9.3.4. Stabilizing Bids
A stabilizing bid is a bid or purchase from an offering’s underwriter, made in an effort to prevent or slow a decline in the offering’s price. Regulation M allows stabilizing bids under certain conditions. The most important of these are:
• Bid price. The rules for how high a stabilizing bid can go are complicated, but for most purposes the maximum stabilizing bid is either the offering price or last independent bid, whichever is lower.
• Priority. Any person making a stabilizing bid must grant priority to any independent bid at the same price, even if the bid is for a different number of shares.
• Single bid. Only one stabilizing bid is allowed in any one market at the same price at the same time. For example, only one market maker may enter a stabilizing bid on Nasdaq, though the bid may be carried over to another market such as the NYSE. A stabilizing bid may be increased or decreased, but not without first discontinuing the prior stabilizing price; nor can it be raised higher than the highest current independent bid.
• Firm commitment. Stabilizing bids are only allowed for firm commitment underwritings.
• Transparency and notification.
» The prospectus must disclose the possibility that stabilizing bids may be used.
» Prior notice must be given to the exchange or market where a stabilizing bid will be placed.
» When a stabilizing bid is placed, it must be identified as a stabilizing bid.
» Distribution participants have to keep each other informed about their stabilizing bids, including the name and class of any security being stabilized, the date and time of the first stabilizing purchase, and the date and tim