Market Trends 2020/21: Confidentially Marketed Public Offerings

This practice note discusses the market trends for confidentially marketed public offerings (CMPOs) in 2020 as well as deal structure and process, and outlook for 2021. A CMPO, sometimes referred to as a wall-crossed offering or pre-marketed offering, is an offering that is initially marketed to specific institutional investors who may have an interest in purchasing the issuer's securities. During this initial, confidential phase, no public announcement of the offering is made, and no preliminary prospectus or free writing prospectus is used. Once the issuer and initial institutional investors agree on the basic offering terms, the offering is then flipped into a public offering shortly before pricing so that the underwriter can market the offering more broadly to other institutional investors and to retail investors.