Tag: IPO

Getting Caught With IPO Fever

Stock Market Launch

A decade ago shares in an initial public offering were handed out as gifts to curry favor with business executives. The shares were all but guaranteed to pop on the opening day for an easy gain. The recent Twitter IPO had that similar feeling of a guaranteed pop. Gregory Gray thought he could make some money on this and brought investors along for the rollercoaster ride. Instead, the Securities and Exchange Commission allege that he took the investors along on a broken down merry-go-round.

Gray raise $5.2 million from investors to invest in pre-IPO shares with a targeted price of $20 according to the fund documents. It was a good bet. Twitter priced at $26, rose as high as $50 and closed on the opening day at $45.

The key was getting his hands on the shares and doing so at that price. The majority of investing world also believed that the pre-IPO shares were a good bet. So the shares would be hard to get.

According to the SEC, Gray missed his target. He only managed to purchase $1.8 million worth of shares at an average price of $23.44.

Gray also apparently missed the reason that anyone would sell the shares at a discount. Insiders’ shares are typically subject to a lock-up. Gray’s shares were subject to a restriction that they could not be sold for six months. That first day pop was meaningless for Gray and his investors.

Those facts alone are merely a missed investment opportunity. But… according to the SEC, Gray lied to his investors about how many shares he acquired and the lock-up. The SEC also alleges that moved cash among his funds to cover-up the lies.

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Facebook, Capital and Liquidity

There have been many stories written about the Goldman Sachs investment in Facebook. On one hand, there is the chatter about the investment placing the valuation at $50 billion. On the other, there hand there is the talk about how this affects a possible IPO by Facebook.

There are two main reasons for an public offering of stock: liquidity and capital.

If you need capital, a public offering of common stock is merely one of many ways to raise capital. The benefit of this option is that the capital does not need to be repaid. A bank loan, a bond offering, venture capital or private capital will generally need to be repaid at some point. Each source of capital has a price and repayment terms that you need to align with the company’s needs and business plan.

It sounds like Facebook has ready access to capital in many forms. So an initial public offering may not be the best or the cheapest source of capital.

The liquidity of public stock is useful for rewarding employees and cashing out earlier sources of capital. Employee stock is great, but in a private company is very illiquid. It does you very little good to be a millionaire on paper if you can’t access the wealth. Early round investors, like venture capital funds, want to be cashed out at some point. They need to return capital to their investors. It sounds like some of the private trading of Facebook stock is being done by employees and early investors.

The third reason for a public offering stock was the reason faced by Google. Once you have more than 499 investors, you need to start making reports public. So you may as well get the benefits of liquidity in the stock.

The cash from a public offering does not need to repaid, but there are costs to the capital. That means complying with Sarbanes-Oxley. The CEO and CFO has potential criminal liability for false reporting. The board of directors will now need to include independent directors. The company will be subject to shareholder lawsuits. There are lots of costs.

To me it sounds like Facebook and Goldman have come up with an ingenious solution to the address the capital needs for Facebook and to avoid a public offering of stock. I assume the Goldman investment and its new fund will be used to provide some capital for expansion and growth. I also suspect that some of it will be used to cash out early investors, purchase employee stock, and repurchase stock that has been privately traded. Gobbling up the stock would be an opportunity to keep the number of investors well below the 499 trigger point. Early investors may take their money and run.

Assuming Goldman can provide $2 billion and charge its investors a 4% fee for investing, they have already made $80 million on their $450 million investment.

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