Disrupting the IPO Process: Challenging the Banker-run Going-Public Model!
- Timing: Bankers would argue that their experience in financial markets and their relationship with institutional investors give them the insights to determine the optimal timing window for a public offering, where the investment stars are aligned to deliver the highest possible price and the smoothest post-market experience.
- Filing/Offering Details: A prospectus is as much legal document as it is information disclosure, and past experience with other initial public offerings may allow bankers to guide companies in what information to include in the prospectus and the language to use to in providing that information, as well as provide help in navigating the regulatory rules and requirements for public offerings.
- Pricing: It is on this front where bankers can claim to offer the most value added for three reasons. First, their knowledge of public market pricing can help them bridge the gap with the private market pricing preceding the offering, and in some cases, reduce unrealistic expectations on the part of VCs and founders. Second, they can help frame the offer pricing by finding the best metric to scale the pricing to and identifying the peer group that investors will use in public markets. Third, by reaching out to investors, bankers can not only gauge demand and fine tune the pricing but also isolate concerns that investors may have about the company.
- Selling/Marketing: To the extent that multiple banks form the selling syndicate, and each can reach out to their investor clientele, bankers can expand the investor base for an issuing company. In addition, the marketing that accompanies the road shows can market the company to the larger market, attracting buzz and excitement ahead of the offer date.
- Underwriting Guarantee: At first sight, the underwriting guarantee that bankers offer seems like one of the bigger benefits of using the banking-run IPO model, but I am afraid that there is less there than meets the eye, since the guarantee is set first and the price is not set until just before the offering, and it can be set below what you believe investors would pay for the stock. In fact, if you believe the graph on offer day price performance that I will present in the next section, the typical IPO is priced about 10-15% below fair price, making the guarantee much less valuable.
- After-market Support: Bankers make the case that they can provide price support for IPOs in the after-market, using their trading arms, sometimes with proprietary capital. In addition, researchers have documented that the equity research arms of banks that are parts of IPO teams are far more likely to issue positive recommendations and downplay the negatives.
There is a second cost and it arises because of the way the typical IPO is structured. Since investment banks guarantee an offering price, they are more inclined to underprice an offering than over price it, and not surprisingly, the typical IPO sees a jump in the price from offer to opening trade on the first day of trading:
Source: Jay Ritter, University of Florida |
- The first is that many issuing companies not only don’t seem to mind leaving money on the table, but some actively seem to view this under pricing as good for their stock, in the long term. After all, Zoom’s CFO, Kelly Steckelberg seemed not only seems untroubled by the fact that Zoom stock jumped more than 70% on the offering date (costing its owners closer to $250-$300 million on the offered shares), but argued that that Zoom “got the most added attention in the financial community,” and even picked up business from several of its IPO banks who she said are “trialing or have standardized on Zoom now.”
- The second is that Gurley’s critique seems to suggest that if bankers did a better job in terms of pricing, where the stock price on the offer date is close to the offer price, that the banker-run IPO model would be okay. I think that a far stronger and persuasive argument would be to show that the problem with the banking IPO model is that changes in the world have diluted and perhaps even eliminated that value of the services that bankers offer in IPOs, requiring that we rethink this process.
- No timing skills: To be honest, no one can really time the market, though some bankers have been able to smooth talk issuing companies into believing that they can. For the most part, bankers have been able to get away with the timing claims, but when momentum shifts, as it seems to have abruptly in the last few months in the IPO market, it is quite clear that none of the bankers saw this coming earlier in the year.
- Boilerplate prospectuses: When I wrote my post on the IPO lessons from WeWork, Uber and Peloton, I noted that these three very different companies seem to have the same prospectus writers, with much of the same language being used in the risk sections and business sections. While the reasons for following a standardized prospectus model might be legal, the need for banking help goes away if the process is mechanical.
- Mangled Pricing: This should be the strong point for bankers, since their capacity to gauge demand (by talking to investors) and influence supply (by guiding companies on offering size) should give them a leg up on the market, when pricing companies. Unfortunately, this is where banking skills seem to be have deteriorated the most. The most devastating aspect of the WeWork IPO was how out of touch the bankers for the company were in their pricing:
Source: Financial Times I would explain this pricing disconnect with three reasons. The first is that bankers are mispricing these companies, using the wrong metrics and a peer group that does not quite fit, not surprising given how unique each of these companies claims to be. The second is that the bankers are testing out prices with a very biased subset of investors, who may confirm the mistaken pricing. The third and perhaps most likely explanation is that the desire to keep issuing companies happy and deals flowing is leading bankers to set prices first and then seek out investors at those prices, a dangerous abdication of pricing responsibility.
- Ineffective Selling/Marketing: When issuing companies were unknown to the market and bankers were viewed as market experts, the fact that a Goldman Sachs or a JP Morgan Chase was backing a public offering was viewed as a sign that the company had been vetted and had passed the test, the equivalent of a Good Housekeeping seal of approval for the company, from investors’ perspective. In today’s markets, there have been two big changes. The first is that issuing companies, through their product or service offerings, often have a higher profile than many of the investment banks taking them public. I am sure that more people had heard about and used Uber, at the time of its public offering, than were aware of what Morgan Stanley, its lead banke, does. The second is that the 2008 banking crisis has damaged the reputation of bankers as arbiters of investment truths, and investors have become more skeptical about their stock pitches. All in all, it is likely that fewer and fewer investors are basing their investment decision on banking road shows and marketing.
- Empty guarantee: Going back to Bill Gurley’s point about IPOs being under priced, my concern with the banking IPO model is that the under pricing essentially dilutes the underwriting guarantee. Using an analogy, how much would you be willing to pay a realtor to sell a house at a guaranteed price, if that price is set 20% below what other houses in the neighborhood have been selling for?
- What after-market support? In the earlier section, I noted that banks can provide after-issuance support for the stocks of companies going public, both explicitly and implicitly. On both counts, bankers are on weaker ground with the companies going public today, as opposed to two decades ago. First, buying shares in the after-market to keep the stock price from falling may be a plausible, perhaps even probable, if the issuing company is priced at $500 million, but becomes more difficult to do for a $20 billion company, because banks don’t have the capital to be able to pull it off. Second, the same loss of faith that has corroded the trust in bank selling has also undercut the effectiveness of investment banks in hyping IPOs with glowing equity research reports.
Why change has been slow
- Inertia: The strongest force in explaining much of what we see companies do in terms of investment, dividend and financing is inertia, where firms stick with what’s been done in the past, partly because of laziness and partly because it is the safest path to take.
- Fear: Unfounded or not, there is the fear that shunning bankers may lead to consequences, ranging from negative recommendations from equity research analysts to bankers actively talking investors out of buying the stock, that can affect stock prices in the offering and in the periods after.
- The Blame Game: One of the reasons that companies are so quick to use bankers and consultants to answer questions or take actions that they should be ready to do on their own is that it allows managers and decisions makers to pass the buck, if something goes wrong. Thus, when an IPO does not go well, and Uber and Peloton are examples, managers can always blame the banks for the problems, rather than take responsibility.
The End Game
Issuing companies (going public)
- Choose the IPO path that is right for you: Given your characteristics as a company, you have to choose the pathway, i.e., banker-led or direct listing that is right for you. Specifically, if you are a company with a higher pricing (in the billions rather than the millions), with a public profile (investors already know what you do) and no instantaneous need for cash, you should do a direct listing. If you are a smaller company and feel that you can still benefit from even the diminished services that bankers offer, you should stay with the conventional IPO listing route.
- If you choose a banker, remember that your interests will not align with those of the bankers, be real about what bankers can do for you and negotiate for the best possible fee, and try to tie that feee to the quality of pricing. If I were Zoom’s CFO, I would have demanded that the banks that underpriced my company by 80% return their fees to me, not celebrated their role in the IPO process.
- If you choose the direct listing path, recognize that the public market may not agree with you on what you think your company is worth, and not only should you accept that difference and move on, you should recognize that this disagreement will be part of your public market existence for your listing life.
- In either case, you should work on a narrative for your company that meets the 3P test, i.e., is it possible? plausible? probable? You are selling a story, but you will also have to deliver on that story, and overreaching on your initial public offering story will only make it more difficult for you to match expectations in the future.
Investors
- Choose your game: In my last post, I noted that there are two games that you can play, the value game, where you value companies and trade on the difference, waiting for the price to converge on value and the pricing game, where you buy at a low price and hope to sell at a higher one. There is nothing inherently more noble about either game, but you should decide what game you came to play and be consistent with that choice. In short, if you are a trader, stop pondering the fundamentals and using discounted cash flow models, since they will be of little help in winning, and if you are an investor, don’t let momentum become a key ingredient of your value estimate.
- Keep the feedback loop open: Both investors and traders often get locked into positions on IPOs and are loath to revisit their original theses, mostly because they do not want to admit mistakes. With IPOs, where change is the only constant, you have to be willing to listen to people who disagree with you and change your views, if the facts merit that change.
- Spread your bets: The old value investing advice of finding a few good investments and concentrating your portfolio in them can be catastrophic with IPOs. No matter how carefully you do your homework, some of the investments that you make in young companies will blow up, and if your portfolio succeeds, it will be because a few big winners carried it.
- Stop whining about bankers, VCs and founders: Many public market investors seem to believe that there is a conspiracy afoot to defraud them, and that bankers, founders and VCs are all part of that conspiracy. If you lose money on an IPO, the truth is that it may not be your or their faults, but the consequence of circumstances out of anyone’s control. In the same vein, when you make money on an IPO, recognize that it has much to do with luck as with your stock picking skills.
Bankers
- Get real about what you bring to the IPO table: As I noted before, public and private market changes have put a dent on the edge that bankers had in the IPO game. It behooves bankers then to understand which of the many services that they used to charge for in the old days still provide added value today and to set fees that reflect that value added. This will require revisiting practices that are taken as given, including the 6-7% underwriting fee and the notion that the offer price should be set about 15% below what you think the fair prices should be.
- Speak your mind: If one of the reasons that the IPOs this year have struggled has been a widening gap between the private and public markets, bankers can play a useful role in private companies by not only pointing to and explaining the gap, but also in pushing back against private company proposals that they believe will make the divergence worse.
- Get out of the echo chamber: An increasing number of banks have conceded the IPO market to their West Coast teams, often based in Silicon Valley or San Francisco. These teams are staffed with members who are bankers in name, but entirely Silicon Valley in spirit. It is natural that if you rub shoulders with venture capitalists and founders all day that you relate more to them than to public market investors. I am not suggesting that banks close their West Coast offices, but they need to start putting some distance between their employees and the tech world, partly to regain some of their objectivity.
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Source: http://aswathdamodaran.blogspot.com/2019/10/disrupting-ipo-process-challenging.html
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