Block trade
Also known as: Bought deal, Risk trade
A bank buys the whole holding outright at a guaranteed price, then owns the problem until it is placed.
1 · SnapshotThe one idea to remember
2 · BeginnerWhat actually happens?
A block trade is the simplest transaction on this desk to describe and the most uncomfortable to run. A shareholder with a large holding asks several banks a single question: what will you pay me for all of it, right now, guaranteed?
The banks bid. The seller takes the highest one. From that moment the shares belong to the bank, and the seller has its money and no further interest in what happens.
Then the bank has to sell them on. If it can place them at more than it paid, it makes money. If the market falls overnight, or nobody wants that many shares, it makes a loss — and that loss is entirely its own.
This is one of the few places in banking where a bank genuinely takes principal risk on a large, sudden position in order to win business. It is why the bids are competitive, why they are made in minutes, and why the traders making them are not the same people who write the pitch books.
- 1
Auction to bankshours
The seller asks several banks what price they will guarantee for the whole block.
- 2
Bid and awardminutes
The seller takes the best bid, and the bank owns the shares from that moment.
- 3
Distributionhours
The bank places the shares with institutions, usually overnight.
- 4
Residual positiondays–wks
Whatever does not place is carried on the bank's own book and worked out over time.
The guaranteed price — The seller decides. A seller taking the highest bid is choosing certainty; everything that happens afterwards is the bank's.
Did it place — The market decides. A block that does not clear becomes a position, and the loss belongs to the bank rather than to the seller.
Who is on the deal
| Who | Side | What they are actually for |
|---|---|---|
| The seller | Sell side | Takes a guaranteed price and stops caring what happens next. |
| The bidding banks | Buy side | Compete on price for the right to own a problem for the next few hours. |
| The winning bank | Buy side | Owns the shares outright from the moment it wins, and the loss is its own if they do not place. |
| The buying institutions | Buy side | Get size in one trade at a discount, which is hard to do in the open market. |
- Desk
- Equity Capital Markets
- Who takes the risk
- The bank, from the moment it wins the auction
- Seller receives
- A fixed price, immediately
- Won by
- Whichever bank guarantees the highest price
- If it does not place
- The bank owns a position, not the seller
What decides whether it completes
Not how hard this is, and not a rating — there is deliberately no total. It says which of five blockers decides whether this transaction happens at all, in the same order on all 70 transaction types so they can be compared. This publication's own reading; see the notice below.
- Pricedecides it
- Financingmatters
- Approvalbarely applies
- Diligencebarely applies
- Executionmatters
What decides it here. The bank guarantees a price and then owns the shares, so the only questions are what it will guarantee and whether the block places. A trade that does not clear is not a failed transaction for the seller at all — it is a position on the bank's own book.
3 · IntermediateHow it runs in practice
How the auction runs
The seller, usually through an adviser, contacts a short list of banks and gives them a deadline measured in hours. Each bank bids a price for the whole block. The seller takes the best bid and the trade is done — sometimes before the market has closed, more often immediately after.
Banks that lose have learned that a large seller exists and are restricted from acting on it. That is a real cost of running the auction widely, and it is why the list is short.
What the bank is pricing
- Size against liquidity. How many days of normal trading is this? That decides how long it will take to sell and therefore how much can go wrong.
- The hedge. Can the position be hedged overnight, and at what cost? A liquid single stock with a listed options market is a very different risk from an illiquid one.
- Who else knows. The more banks were asked, the more likely the market moves before the winner has placed anything.
- Its own inventory and appetite, which is a fact about the bank rather than about the shares.
Distribution, immediately
The winning bank places the shares with institutions, usually the same night, at a price at or slightly above what it paid. What does not place is carried on its own book and worked out over days or weeks — quietly, because a bank known to be long a large position is a bank the market can trade against.
Block or accelerated bookbuild
The two are frequently confused because they look identical from outside. The difference is who holds the risk. In an accelerated bookbuild the bank builds a book and prices whatever it finds; if demand is thin, the seller gets less. In a block the price is guaranteed first and the demand is discovered afterwards, at the bank's expense.
4 · AdvancedThe numbers & the documents
Why a bank bids aggressively for something it may lose money on
Because the trade is rarely the whole relationship. A bank that wins the block from a fund is the bank that fund calls next time, and the same client relationship carries advisory and financing work that is far more profitable. Block bidding is therefore priced partly as a client acquisition cost, which is one reason the winning bid can look thin relative to the risk.
This is a structural observation about how the business works, and it is not a claim about any particular firm's pricing.
The hedge, and its limits
A bank holding a large block will hedge what it can: index futures against the market component, sometimes single-stock derivatives, sometimes a partial short. None of it removes the position's real exposure, which is stock-specific and illiquid. Hedging a block is buying time rather than buying safety.
What the seller gives up
The upside. If the shares rise the next morning, that gain belongs to the bank and the investors it placed with. A seller that would rather keep that optionality runs a bookbuild instead and accepts that the outcome is not guaranteed. Which structure is right depends entirely on how much the seller values certainty, and that is a question about the seller rather than about the market.
Where blocks go wrong
- The market gaps overnight on unrelated news, and the placing price is above where the shares now trade.
- The block is bigger than the market thought, and buyers wait for the overhang rather than take part in clearing it.
- Word travels between the auction and the trade, and the price falls before the winner owns anything.
- The seller is known to have more, and buyers price the next block rather than this one.
The last is the reason large holders reduce in stages and why a lock-up on the remaining position is worth real money in the price.
The formulas above are standard textbook formulations, simplified for teaching. They explain the mechanism — they are not a valuation tool, and they will not reproduce a dealer’s price.
5 · Desk notesHow people on the deal think about it
Now say it back
Close the page and give Block trade in four sentences. It takes a minute and it is the only way to find out whether reading it was enough.
- Who wants what — name both sides and what each one is actually trying to get.
- What has to happen, in order — the three or four stages, not the whole timetable.
- Where the money comes from — cash, new shares, or borrowed; somebody has to fund it.
- What kills it — the ordinary way, not the dramatic one.
Where this transaction shows up elsewhere
- EasyFollow-on offeringDealA listed company selling more shares
- MediumAccelerated bookbuildDealA block of shares sold between the close and the open