Thanks to all who commented on my earlier posting, I appreciated all the feedback and look forward to an ongoing dialogue here courtesy of Mr. HIStalk and the lovely Inga. I’ll compile all questions asked and answer one or two with each posting in addition to my current topic.
With the recent stock market recovery, companies are once again going public (or, as they say on the Street, “the IPO window is open”). Emdeon returned to the public market with a successful IPO in mid-August and Healthport recently filed its prospectus with the SEC. I’ll sound off on both of those shortly, but I’m sure some might appreciate a plain English translation of what I just said along with how it happens.
Following my last post, Healthfreak asked, When does an investment banker tell a company to go in for an IPO or plain loan from a bank?
First, traditionally there were two types of banks — commercial banks (loans) and investment banks (IPOs). Both did much more, of course, but the Glass-Steagall act signed in 1933 drew strict firewalls between the two. While Glass-Steagall was repealed by the Gramm-Leach-Bliley Act of 1999 (and we can see what fun that led to in the financial world of late), let’s assume it’s still in place as different bankers within the a larger bank that offers both services still do different things.
Why would a company go public? It’s expensive, intrusive, and, as the leadership of such companies as Epic, Meditech, or eClinicalworks would likely attest, requires a dramatically increased focus on short-term results over potential long-term benefits. Not to mention it means anyone with a Web browser can learn what senior management is paid.
Companies typically go public for two reasons: they need the money for corporate purposes (such as developing a product, expanding a sales force, or making an acquisition) or they want to provide liquidity to investors or shareholders. Microsoft, for example, never needed additional capital, so its IPO was to allow its employees and founders to ultimately sell stock. Even if existing shareholders aren’t selling stock in the IPO, part of the goal is to create liquidity and a marketplace so they ultimately can, be they founders, employees, or investors.
A loan makes more sense if the company needs growth capital and has, importantly, a business that will generate sufficient cash flow to ensure the loan’s repayment, and if the owners don’t want to give up any control by selling stock. In the case of, say, a biotech or early-stage software company, the business is perceived as too risky to loan to, but is often financeable, as equity investors will take on significantly more risk (in exchange, of course, for significantly higher return potential). Incidentally, the economics of running IPOs are inherently more attractive than loaning money, hence the spate of commercial banks buying investment banks — Citi, Bank of America, and Chase, to name a few.
What’s the process? It typically begins with the company and its board of directors selecting the underwriting team (aka, “syndicate”) by conducting what is fondly known as a “bake-off”. This is a grueling ordeal for both sides, where the company invites a large number of investment banks to come pitch for the business. The banks are often pre-screened based on the firm’s reputation, the quality of the research analysts they have covering the space, and how successful the bankers have been at showing love to management and the private investors.
Bake-offs consist of 60-90 minute sessions during which a team of bankers from each firm parades through the company’s boardroom and explains, through dramatic interpretation of huge PowerPoint decks, why their firm should be part of the underwriting team and, ideally, lead the process.
In an act that has become almost ritual, each bank comes in and presents their firm’s credentials and skills in taking companies public as well as which buy-side accounts they would expect to participate in the wonderful stock offering. Each firm has, in effect, the same map of the country with the same mutual and hedge funds highlighted and talks about their special relationship with the buyers. “But we’re not here to talk about ourselves, we’re here to talk about HIStalkCo” the senior team member says (typically the more the merrier in these meetings, as it shows the prospective firm’s view that this is a client worth dragging senior people across the country for).
The bankers then drop to their knees to talk about what a wonderful company HIStalkCo is (“transformational” and “game-changing” are always good words) and how they would position the story to prospective investors. Prior to Elliot Spitzer’s intervention, this part was done by the research analyst, but subsequently, the bankers have had to play that role, with varying degrees of success.
Next comes the part the investors really care about: stating just how much the bankers think the company is worth.
Here’s where people lean forward. As I shared in an earlier post, stocks trade on their earnings potential and so the company has already shared its projections with the bankers to help them prepare their valuation analysis. I’ll note that at this point one assumes that management’s projections are gospel and (at this point) never challenges them.
(Incidentally, everyone seems to ignore the fact that management’s projections rarely see the light of day — prudent analysts always “haircut” management’s forecasts to help ensure the company can actually achieve them, and valuation is ultimately driven off those projections.)
To predict value, the bankers define a “comp group”, a peer group of similar companies with similar characteristics. The assumption is that similar companies will trade at similar multiples of earnings / revenues / EBITDA, and it’s not an unreasonable assumption. Of course HIStalkCo will trade at the high end of its peer group, so one assumes a similar forward price-earnings multiple and then applies a 15% “IPO Discount” to reach your best guess of the likely value of the stock once it’s publicly traded. The reason for the IPO discount is that portfolio managers need to be compensated for taking the risk inherent in an untried stock. For some reason, it’s always 15% — I’ve often wondered why (perhaps it’s like 186,000 miles per second or other laws of nature).
The fun part in valuation, however, is choosing the comps themselves in such a way as to maximize the predicted value. Everyone wants to hear their company is worth a huge amount, so this is where it gets laid on the thickest. Every software-as-a-service (SaaS) company is comped to salesforce.com. Every HCIT company is comped to athenahealth or whoever the high flyer-du-jour happens to be. Desperate to win the battle of the value, some bankers were comparing Emdeon to Mastercard to goose the expected value — after all, they both process transactions!
It astounds me that companies seem to give so much credence to this part of the presentation, because picking an underwriter based on their take on value is like picking a realtor based on what they tell you your house is worth. As I’ve said in more than one pitch (stating the obvious), it’s the buyers that will set value here, not the bankers.
After all this bragging, positioning, discussing the marketing plan, and valuation, the board room has become a bored room and it’s time to thank the bankers for their thoughtful work and invite the next group in. Then, most likely, hear a presentation that has 90% overlap with all the rest. Finally it’s time to chose the lucky team and move to the next phase.
Time to start writing the prospectus? Sorry, there’s still the happy task of informing the winners, consoling (and justifying decisions) to the losers, and then dividing the hoped-for spoils of victory. Companies, in effect, typically pay the underwriters 7% of the offering proceeds. For a $200 million IPO, that means there’s $14 million to go around. How it’s divided is, as you’d expect, is topic near and dear to everyone’s hearts.
IPOs have a lead manager who typically does most of the work — running drafting sessions, coordinating diligence, scheduling investor meetings (the “road show”), taking orders from accounts, and ultimately setting the price. Not unreasonably, they want a good chunk of the fees for those services — sometimes as much as 70% (way too much, IMO).
There’s also some prestige associated with it. Lead-managed deals are tracked and give bragging rights, so the phenomenon of “co-lead managers” emerged. After negotiating with the lead (aka, bookrunning manager) on how much they get, the company needs to divide what’s left with the co-managers. Each co-manager will insist that they need more — for fairness’s sake, to “motivate the organization to pay attention to the deal”, or due to precedence.
Start writing? Not yet. Besides how much they make on the deal, the banks also care about what order they appear on the cover as that’s another source of prestige and bragging rights. While names on the prospectus cover are first set by order of how big a share of the underwriting the banks receive, after that, it’s due to “precedence”, and it really matters to the banks.
(Please don’t laugh — in my banking career, I’m sure I spent literally hours pleading for a better placement on various prospectus covers even though there was no extra money involved. I even had junior bankers research the vaunted precedence to prove that William Blair was listed under B, not W, and my counterparts no doubt did the same to prove the opposite! Why do the banks care? Candidly, I always wondered.)
Now that the underwriting team has been chosen, we’ll take a short break and my next topic will take us from the organizational meeting through pricing the deal and beyond.
In the mean time, RustBelt Fan asks, What are the signs and symptoms that my vendor is being shopped for buyers?
Ideally, there should be none. Part of a banker’s job is trying to minimize the potential of a leak. As you can expect, that’s a challenge, as information exchange is the lifeblood of the Street. However, while investors and companies might find out, it’s much harder for customers and employees to learn it.
I first encountered HIStalk a number of years ago when a client of mine whose business we were selling called us on the carpet for allegedly leaking information to Mr. HIStalk. The blog had almost perfect information about the process. I confessed with embarrassment that I’d actually never read it (nor had any of my colleagues). But, needless to say, I started reading it then.
Bottom line, RBF — in a skillful process, you rarely can tell. But remember, where there are outside investors, there’s an ultimate need for them to get liquidity in their investment, either through a sale or IPO. Whether you’re talking to a potential vendor or employer, I don’t think asking about investor plans, or, in fact, the state of the company’s balance sheet, should be taboo. As a customer, you’re making a commitment to a vendor, and while a sale of the company might not impact it, hearing what the vendor says can never hurt. Just keep the grain of salt in mind, as they’re often not able to predict what investors will want them to do.
Ben Rooks is the founder of ST Advisors, a strategic consultancy offering long-term and project-relationships to companies and financial sponsors. He earned an MBA in healthcare management from The Wharton School of the University of Pennsylvania, has done healthcare IT equity research, and has worked as an investment banker in over 25 successfully closed healthcare and medical technology transactions valued from $40 to $365 million.