Google’s Shares Soar, Spell End of Auction IPOs

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The New York Sun

Thanks to Google, the Dutch-auction IPO is dead, Wall Street bankers say.


Google’s shares were in hot demand yesterday, closing at $100.34, up $15 from their initial $85-a-share price.


Large institutional investors bid the shares up so rapidly in the secondary market that the first recorded trade was at $95. The share price went over $100 at 12:30 p.m., peaking at $104.06 with a total of 22.2 million shares changing hands.


But had the world’s most popular search engine gone with Wall Street’s traditional underwriting process, rather than trying to buck the system, the company would not have had to slash its estimated per-share price to from between $85 and $95 from $108 to $135, as it did on Wednesday.


As a result of Google’s well-publicized miscues and the unlikelihood of another company going public with such market presence anytime soon, there is little chance that the Dutch auction – where potential investors bid what they are willing to pay and stock is distributed at the highest possible price at which all shares will be sold – will pose a threat to Wall Street’s traditional underwriting process, said a Slusser Associates principal, Christopher Atayan.


“Because Google had such a strong position they were able to dictate the terms of the offering to an unusual degree,” said Mr. Atayan, a veteran investment banker.


Google’s founders, Sergey Brin and Larry Page, insisted on a Dutch auction ostensibly as a way around Wall Street’s insular system of allocating shares to large institutional investors and some wealthy private clients before the public.


But technology stocks have taken a pounding since the company filed for its IPO in April. The Dutch auction process was confusing, and different underwriters had different levels of access to shares. As a result, Google’s auction was far less inviting to little investors than Messrs. Brin and Page reportedly planned.


The uncertainty surrounding Google’s shares’ final price was also unnerving for larger investors.


As a result, the pre-IPO demand for Google’s shares was low, but demand surged in the secondary market, nullifying one of the Dutch auction’s theoretical primary benefits: preventing a spike in price after the stock comes to market, since the highest possible price supposedly has been determined.


“All the talk about this representing a sea change on Wall Street is nonsense,” Mr. Atayan said. “Other companies looking to go public will not be attracted to this model, nor should they be,” he said.


Had Google worked with underwriters, it could have avoided the pre-IPO uncertainty and confusion that depressed its initial price, said the portfolio manager of the $100 million First American Technology Fund, Barry Randall.


“The auction was a failure,” he said. “It was designed to prevent a [1990s era] run-up in stock price in the secondary market and that’s what happened. Google can go cry in its champagne.”


Mr. Randall said he bought stock in the secondary market at $96, but declined to state how much.


Mr. Atayan, who was a managing director at PaineWebber and directed its high-yield corporate finance effort, said most IPO prospects welcome the traditional dealer-controlled IPO process, with its itinerary of extensive investor presentations.


He said the companies need the time to market themselves and be evaluated by buyers who often have no idea what they do, or even how they do it. Moreover, he said, smaller companies like the relationships they develop with their underwriters, bankers, traders, and analysts.


“With Google on every desktop on Wall Street, those concerns weren’t very immediate,” Mr. Atayan said.


However, he said the possibility of another IPO candidate coming along with the combination of popularity, profits, and consumer goodwill that Google had is remote.


“Google is almost an aberration if you look at what it needed to have [in place] to push Wall Street around” and do the auction, said Mr. Atayan. He didn’t think developing companies would have any incentive to alienate investment banks, given that so many investment banks also have commercial banking arms.


One investor argued that the best thing for the company was to simply get the deal done regardless of price and “close what was obviously an unnecessarily embarrassing chapter for the company,” said Lakeview Asset Management’s Scott Rothbort.


Mr. Rothbort, who runs his hedge


fund from Milburn, N.J., said he could not decide what, in the weeks leading up to the offering, was worse: the excessive initial price talk that suggested Google’s stock might be sold as high as $135, or the more recent gaffe’s, which included not registering up to 23.2 million shares it had sought to sell.


“At some point, someone needed to tell [Messrs. Brin and Page] that they can run their company any way they choose, but that raising money from the public requires the advice of professionals,” Mr. Rothbort said. “Because the Street was desperate for their business, no one at Google felt compelled to listen. They looked silly and left a lot of money on the table.”


One practical effect of the auction was to cut the underwriting fee charged by Morgan Stanley and Credit Suisse First Boston, the lead underwriters on the deal. Rather than the traditional 5.7% fee, worth $94.96 million, the regulatory filings show the fee was 3.2%, for a $53.31 million fee.


The New York Sun

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