A Word About IPO Valuations

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It would be nice to think that the work that investment bankers do is quantum-physics difficult, highly differentiated, and what the heck, sexually arousing. It's mostly not. Some things are more rocket-sciency than others. Structuring a cross-border public company merger with simultaneous-close asset divestiture to a sponsor to optimize taxes in three jurisdictions while complying with debt covenants is a bit harder than ripping off a drive-by investment grade offering. (Usually it pays more too.)

And then there's underwriting hyped tech IPOs. Now I should say I've never done one and maybe I'm missing a critical component, but as far as I can tell the ratio of pay to complex-and-differentiated content seems quite high. Basically the method is:
- Get mandate
- Write prospectus saying "Groupon is awesome"
- Put together roadshow deck saying "no, really"
- Set up meetings with the 100 investors who buy everything
- Charter a jet to get you to those meetings
- Bring the CEO to those meetings
- Maybe get him to wear a tie
- Profit!

That last step is critical. Groupon's underwriters are set to make 5% of proceeds on the IPO, or $25.5mm if it prices at the midpoint of the launch range.* The other steps are mostly not that hard, and not that different from bank to bank. Banks talk a good game about their relationships with investors but everyone will be calling the same buyers on this IPO, and given the publicity so far investors will be able to make up their mind whether to invest without too much wheedling from their best buddy on the sales force. You do not need to be an aerospace engineer to charter a jet, though advanced training in psychology may be useful in getting Andrew Mason to behave himself.

The hardest step is the first: getting aboard this money train in the first place. You go in with a huge pitchbook that tells the company how awesome they are, how awesomely you'd tell the world how awesome they are, and how awesome you are at IPOs, etc. You send your CEO to assure them that they'll get the personal attention of your CEO, not the sleep-starved analyst who wrote the 100-page pitchbook that the CEO saw for the first time when he arrived at the pitch. Everyone else does the same thing.

Every company is gratified to hear that they're awesome, you're awesome, your CEO is awesome, everything is awesome. But this is a financial transaction, not group therapy, so what they really want to hear is that you'll raise a bajillion dollars for them.

So you tell them that. Not literally, in the sense that you saw "we think we can raise you infinity kathrillion dollars just because you're so damn likeable." You have some sort of pricing model and projections and you try to sound smart and knowledgeable and reasonable. But your incentives are skewed to the upside, as they so often are. Telling a company "you are the prettiest baby that ever did IPO, and you will IPO at one multiple point higher than the last pretty baby that IPOed" is a good strategy. Telling them "yeah, you're all right, you'll come at 10% off the last comp," less so.

That is how I interpret these nuggets from Andrew Ross Sorkin:

This summer, Lloyd Blankfein, the chief executive of Goldman Sachs, flew to Chicago to personally pitch his firm to underwrite what was supposed to be the hottest initial public offering of the year: Groupon, the fledgling online coupon company that was being valued at around $30 billion. ... [blah blah Groupon sucks] ... All of this raises an obvious question: How did so many Wall Street firms desperate to underwrite the Groupon I.P.O. miss these warning signs when pitching such a sky-high valuation? Or did they just turn a blind eye? ... A cursory reading of the various versions of Groupon’s prospectus that the banks signed off on, as did the accounting firm Ernst & Young, would give virtually anyone a modicum of pause. And a deep dive into the numbers should have raised alarm bells at the outset about even talking about the possibility of a $30 billion valuation.

and Felix Salmon:

Sorkin, here, is saying that Goldman Sachs and other banks, when pitching their IPO services, told Groupon that they could bring the company public at a $30 billion valuation — indeed, that they “originally came up with” that number. And, frankly, I don’t believe him. All conversations about these matters are off the record, of course, so it’s hard to be definitive. And Sorkin certainly talks to many more bankers than I do. But going public really isn’t about the IPO — it’s about being a publicly-listed company in perpetuity. And Groupon has very little incentive to launch at a bubblicious valuation which can only exacerbate volatility over time.

I think that the $30 billion number was never something that bankers seriously pitched to Groupon as a launch-valuation possibility. Instead, it was a number thrown out by people looking at LinkedIn’s first-day pop, and was intended to reflect not the IPO price but rather the level at which Groupon shares might trade in the secondary market, if the market remained frothy.

Maybe - there are interesting points to consider on how much IPO companies do or should want their stock to trade up in the secondary. But it would be odd for anyone to pitch that directly: "we think we'll sell you at $12bn and you'll trade to $30bn." That seems a little too obviously to be leaving money on the table.

Much more likely, everyone was doing exactly what Sorkin says - pitching high valuations - because they had no incentive not to. Sorkin relates that Lloyd pitched Groupon in the summer. This summer, people really did think Groupon might go for $30bn. Since then, things happened. Things always happen. If you pitch a $30bn valuation in June, then when you IPO in November, maybe the market will have caught up to you and the thing will actually sell at $30bn. Maybe the market will crash and you'll have a perfectly good excuse to revise your valuation down. Maybe the horse will talk.

That doesn't mean that anyone failed in their gatekeeping functions, by the way. Due diligence and underwriting and all that good stuff is something that happens after you get the mandate. The launch valuation is $11ish billion, not $30bn: the underwriters did their diligence, and their clear-eyed valuation work. But to do that, they needed to start by telling Groupon what it wanted to hear.

The Missed Red Flags on Groupon [DealBook]

The Groupon roadshow [Felix Salmon/Reuters]

* I haven't seen this number published but you can tease it out if you read the prospectus with a heart and a brain. See the footnote to the cap table on page 39 of the prospectus:

Each $1.00 increase (decrease) in the assumed initial public offering price of $17.00 per share would increase (decrease) the amount of pro forma as adjusted cash and cash equivalents, additional paid-in capital, total Groupon, Inc. stockholders’ equity and total capitalization we receive from this offering by approximately $28.5 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

30 million shares x $1 = $30mm; if they only keep $28.5mm of that then they're paying $1.5mm/$30mm = 5.0% in fees. Which is basically in line with other biggish IPOs.

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