The Facebook IPO: In my view it was quite successful

I don’t totally get the Sturm und Drang around the Facebook IPO.  There may prove to be some issues around disclosure, NASDAQ, stabilizing of price, and anything else someone wants to raise to support their own agenda.  However, I said yesterday on Bloomberg Hays Advantage that from the company’s point of view, this was a very successful IPO.  The company issued public stock against a set of governance issues that in many instances would not have allowed a “normal” company to face its shareholders with a straight face. The underwriting fees were at a discount to “normal” fees.  It basically got the near term high tick on the stock price. It was the third largest raise in the history of IPOs and put additional capital in the company’s coffers and provided more immediate liquidity for its private equity investors than one would ordinarily see on an initial offering. Even with the decline in the stock price, this company is being valued at around $60 Billion, significant multiples of revenues and earnings. Certainly, the senior executives are expecting to continue to build a company over a long time period and have the ability to control that build, given the degrees of freedom to do so without interference from their shareholders. Today’s price of the stock is of less concern to them.  The public shareholders can only vote by buying more stock or selling it. They have very limited say in the governance of the company. The 26 pages of risk factors in the S-1, the filing statement, clearly spelled that out.

From the underwriters’ perspective it doesn’t look as good.  Underwriting does involve taking risk. There is always an attempt by the underwriters to leave something on the table. It takes out a fair amount of their risk and makes room to exercise the “shoe” to sell more stock (and generate more fees) above the original offering amount. The demand appeared to be there, but with some pushing from the company, I am sure, the price and amount were raised, as was the risk.  The world of IPOs has changed though, given the increase in high-frequency trading and the increasing presence of hedge funds in the IPO process. While most companies would prefer to see their stock go into the hands of long-term investors, the underwriters have a client constituency that, implied or otherwise, expects to get significant participation in a hot IPO because of all the other business they do with the investment bank. In this instance there was also a decision made to put more of this stock into the hands of a less-informed individual investor. I would like to know how many of those individual investors actually read the S-1 before they made their decision to buy the stock.

In addition, the concept of being able to “stabilize” the price movements and trading action around an offering is almost non-existent. The dollars available in the market place to influence price movement overwhelm any amount of capital that the underwriters can put to work. In this instance, even the trading systems, as robust as they are, were not adequate to handle the 80 million shares that ultimately traded in the first thirty seconds after the stock was finally opened, much less the 570 million shares traded in the full day. This was a huge offering of shares of a company operating in a mode of creative destruction of legacy businesses with the volatility associated with that. Exciting, newsworthy, with more news to come over many years. I am most excited about the wealth creation that did occur for those who put their capital and their energy at risk in the creation and early funding of the company. Much of that capital will likely make its way back into the creation of other companies that will take advantage of the phenomena of increased processing speeds and the power of information control put into the hands of individuals. Very, very exciting!

This entry was posted in 2012 economy, General Interest, United States, Venture Capital and tagged , , , , , , , , by Jack Rivkin. Bookmark the permalink.

About Jack Rivkin

Jack Rivkin retired in 2008 as EVP, CIO, Head of Private Asset Management of Neuberger Berman(NB) and from NB's Executive Management Committee. He was also on the Lehman(LB) Council on Climate Change(CC) and the NB CC Fund Advisory Board. He has been engaged with the United Nations and other entities on policy issues related to Private Capital and CC. He is an Associate Fellow of the Asia Society. He has continued on the NB Mutual Fund Board and with his CC responsibilities. He began his investment career in 68 as an analyst at Mitchell Hutchins(MH), and became Director of Research(DOR) there. After Paine Webber(PW) acquired MH, he served as DOR; CFO of PW; CEO of PWMH-the equity trading and investment arm of PW; Chmn of MH Asset Management and President of PW Capital. 87-92 he was DOR and, subsequently, Head of the Worldwide Equities Division of LB. 93-95, he served as a Vice Chairman and DOR at Smith Barney (now Citigroup). He was an EVP with Citigroup Investments 94-01, responsible for private equity investments. He was also an adjunct professor at Columbia University teaching a course in Security Analysis. He joined NB in 2002. He is the co-author of “Risk & Reward—Venture Capital and the Making of America’s Great Industries,” Random House, 1987. He is a regular guest on various media. He is the principal subject in a series of Harvard Business School cases describing his experience as DOR and Equity Head at LB. He has served as a director of a number of private companies and the NYSSA. He is currently a director of Idealab, Dale Carnegie, Operative, World Policy Institute and other private companies. He is a member of the Economic Club of NY, the Anglers Club, Theodore Gordon Fly Fishers, and a lifetime member of Trout Unlimited. He continues to be an active private equity investor when he isn’t fly fishing. Mr. Rivkin earned his Professional Engineering degree from the Colorado School of Mines and his MBA from the Harvard Business School

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s