What are the benefits to underwriters in a secondary offering?
Your impression about banks and bankers is very wrong.  Wall street banks can and often do lose in transactions.  In fact, banks go bankrupt and/or require massive bailouts to survive because they sometimes lose a ton of money.  The business of investment banking often involves bearing risk for customers, which, by definition, means they lose some of the time.  Generally the risks they take on individual transactions are not large enough to bring the whole bank down, but sometimes they are.  Banking is a job like any other, except that it has more risk than most. Anyway, to your point, how do underwriters make money on shares that fall in value before the sale?  On the commission.  The issuing company will normally pay the investment bank a percentage of the funds raised in the offering, regardless of the price.  Of course, it's possible for the bank to still lose money if their contract stipulates a minimum price and they are not able to meet it.  In that case, the bank may lose on that offering, contradicting your preconceived notion. By the way, one other question implicit in your post: Why was the secondary offering considered bad news?  If the CEO and other insiders have private information that indicates that the stock is overvalued, then doing a secondary offering at the inflated price will greatly enrich them.  Because this happens some times, investors are wary about secondary offerings.  This makes companies that would otherwise do a secondary offering shy away from it, even if shares are not overpriced.  Therefore if a company is doing a secondary offering, the market is likely to worry that the stock is overvalued even at a reduced price.
Let's clarify some things. Companies allow for the public to purchase their shares through Initial Public Offering (IPO) (first-time) and Seasoned Public Offering (SPO) (all other times). They choose however many shares they want to issue depending on the amount of capital they want to raise. What this means is that the current owners give up some ownership % in exchange for cash (usually). In the course of IPOs and SPOs, it can happen that the public will not buy all shares if there is very little interest, but I would assume that the more probable scenario if very little interest is present is that the shares' value would take a big drop on their issuance date from the proposed IPO/SPO price. After those shares are bought by the public, they are traded on Exchanges which are a secondary and (mostly) do not affect the underlying company. The shares are exchanged from John Doe to Jane Doe as John Doe believes the market value for those shares will take a direction that Jane Doe believes in the opposite. Generally speaking, markets will find an equilibrium price where you can reasonably easily buy-sell securities as the price is not too far from what most participants in the market believe it should be. In cases where all participants agree on the direction (most often in case of a crash) it can be hard to find a party to make a trade with. Say a company just announced negative news with long-lasting effects on the business there will be a surge in sell orders with very few buyers. If you are willing to buy, you will likely very easily find a trading partner but if you are trying to sell instead then you will have to compete for the lowest price against all other sellers. All that to say that in such cases, while shares are technically sellable / purchasable, the end result can be that no shares are purchasable. Dexmet has been providing expanded metal foils for primary and secondary battery applications for over 30 years. With advancement in the design of our expanding equipment, we offer materials down to 25 micron (.001”) in both aluminum and copper at widths up to 305mm (12”). For more information email us at sales@dexmet.com or call us at 800-714-8736/(203) 294-4440 and Fax at (203) 294-7899. Visit our website www.dexmet.com. "With regards to ""the stock market,"" there are actually two markets involved here: PRIMARY MARKET Value is created in the primary market where capital is exchanged for a residual interest in an opportunity.  As a theoretical example, if a person operating solo (or with a small team) were to discover or create a breakthrough product, such as an retro-aging pill, that person likely wouldn't have the financial means to fully capitalize on his new-found idea.  Others with more capital may also soon discover his idea or improve upon it and exploit it before he has a chance to. For a real life example, a person studying at a California university during the 1990s discovered a method to index internet webpages and was approached by some students after a talk on the subject.  He returned to his native southern Europe country seeking funds to develop the web-indexing business and failed to do so.  Two of the students that approached him found capital readily available from investors in their campus sphere; their business is today one of the biggest in the world.  They had exchanged part of their residual interest for capital to develop their business. The primary market of the stock market works mostly same in creating value.  It is also dependent upon the secondary market. SECONDARY MARKET The secondary market indicates the day-to-day value of an enterprise.  That market allows shareholders to manage their risk appetites and the enterprise's operators to execute their shareholders' interest for gains.  In most cases, a secondary market reference will be used for pricing a primary market issuance.  Without that reference, capital would be allocated less efficiently creating additional costs for all involved, issuers and investors. Consider what would happen if you sought to purchase a house and the mortgage lenders had no indication what the property was worth.  This would make capital very expensive or possibly deny you access to credit.  By having an indication, all involved are better off.  That is value creating. There are some large developed economies' equity markets, such as that in Germany, where many large enterprises stay privately held and credit financing, mostly from banks, is used.  The approach has proven successful as well. So why do some nations' financial markets still rely on capricious stock markets when private credit financing may do just fine in many cases?  It's largely a matter of national culture.  Countries such as the Netherlands, the UK and the US have long had active equity markets in continuous use that investors have trusted for centuries. CONCLUSION When leaders of an enterprise wish to grow the business to a large size with investment from the stock market, they aren't limited by the size of their banks' capital.  Those leaders and their prospective investors will rely on the secondary market to determine values.  In addition, if the leaders raise equity instead of debt capital, they are usually accorded more flexibility to take risks since shareholders usually have their own flexibility to transfer those risks to other investors if for any number of reasons they choose to do so. Stock markets create value in many other ways.  The above are the main ways." That's a very good question.. of which I didn't know the answer. I didn't pay very close attention when they actually IPO'ed, so I researched just now and I couldn't believe the amount of public complaining the banks did about Google's IPO structure. Hilarious in retrospect.   Either way, in a very satisfying development, Google only paid 3% on the underwrite. The offering was worth almost $3B which means $100m for the banks, but they didn't have to do a road show or make a single call to sell the thing, so I'd say that was more than fair.  {[Source](http://www.slate.com/articles/business/moneybox/2004/07/frugal_google.html)}  &gt;Google's IPO price will thus be set naturally by all interested market participants, not artificially by underwriters. Google—and not well-connected investors—will receive the full benefit of investors' enthusiasm for the stock. To add insult to the injury of the chastened investment bankers, Google has decreed that it'll only pay a 3 percent underwriting fee. our mortgage has been sold to a secondary market player. There are multiple ways in which the deal is struck. At times the risk of default is with Original FI [with recourse], at times it is with secondary FI [without recourse]. The rate can be discounted. So the Original FI collects the EMI as per 3.75 and pays to the secondary FI at 3.25. Or it can also be one time fixed amount. How could this possibly be financially beneficial for the original loan holder? As indicated, there are multiple ways the Original FI makes money, either one time or over the period, depending on how the deal is struck. Are they truly making enough money from the mortgage fees and first payment's interest to to warrant their need to clear up their credit line for new mortgages?   Are mortgages always sold for less than the remaining principal? No broadly speaking the mortgage fees cover the cost for initiating the loan. There may be a very small amount banks may make. This is incidental. The actual money is made in the interest that is collected every month. If a Bank as say 5 loans for 100K each. It is very reputed brand and 10 people need 100K loans. Then it makes sense for the First FI to give loan to 5 people for 100K each, and sell this at profit to secondary FI. Take the 100K * 5 and give it off to new 5 people. Effectively making more money on the original 500K the bank had. I didn't say only the IPO I just said public offerings. Trades between secondary investors would be taxed at a higher level. I also understand the difference between loaning money to a company and investing in equity.  Personally I think that loans are underused in today's investment world because people are too focused on getting the most out of the few big winners. The reason diversification in general is a benefit is easily seen in your first graph.  While the purple line (Betterment 100% Stock) is always below the blue line (S&P), and the blue line is the superior return over the entire period, it's a bit different if you retired in 2009, isn't it?  In that case the orange line is superior: because its risk is much lower, so it didn't drop much during the major crash.  Lowering risk (and lowering return) is a benefit the closer you get to retirement as you won't see as big a cumulative return from the large percentage, but you could see a big temporary drop, and need your income to be relatively stable (if you're living off it or soon going to).   Now, you can certainly invest on your own in a diverse way, and if you're reasonably smart about it and have enough funds to avoid any fees, you can almost certainly do better than a managed solution - even a relatively lightly managed solution like Betterment.  They take .15% off the top, so if you just did exactly the same as them, you would end up .15% (per year) better off. However, not everyone is reasonably smart, and not everyone has much in the way of funds. Betterment's target audience are people who aren't terribly smart about investing and/or have very small amounts of funds to invest.  Plenty of people aren't able to work out how to do diversification on their own; while they probably mostly aren't asking questions on this site, they're a large percentage of the population.  It's also work to diversify your portfolio: you have to make minor changes every year at a minimum to ensure you have a nicely balanced portfolio.  This is why target retirement date portfolios are very popular; a bit higher cost (similar to Betterment, roughly) but no work required to diversify correctly and maintain that diversification. It's about how volatile the instrument is. Brokers are concerned not about you but about potential lawsuits stemming from their perceived inadequate risk management - letting you trade extremely volatile stocks with high leverage.  On top of that they run the risk of losing money in scenarios where a trader shorts a stock with all of the funds, the company rises 100% or more by the next day, in which case the trader owes money to the broker. If you look in detail you'll see that many of the companies with high margin requirements are extremely volatile pharmaceutical companies which depend heavily of FDA approvals.