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Healthcare IT from the Investor’s Chair 11/17/09

November 16, 2009 News 4 Comments

Update – The IPO Market Return

Or in the words of Santayana, "Those who cannot remember the past are condemned to repeat it."

As I write this post, the IPO market continues to rock and roll. As some confidence returns, investors look for new places to put money, and perhaps dress their year-end performance results with some nice IPO bounces. Wall Street is, of course, happy to oblige, especially in our own little corner of the economy, healthcare information technology.

Accretive Health’s IPO prospectus continues to wend its way through the bowels of the SEC. Management has no doubt endured the begging of numerous middle market firms trying to catch a few crumbs left after the four big banks received 95% of the available dollars. Given the size of the offering ($200 million), 5% economics is still over $800 thousand in fees left up for grabs, so you can’t blame folks for wanting a piece of it.

First of all, it’s an impressive transaction to be on, and nobody wants to blink. Second, there are a few small bragging rights: “They could have picked anyone, but they chose us”, I’m sure managing directors or partners will tell other prospects. But finally, as I said, even if they put two more banks on for $400K each, it’s high margin and extraordinarily easy business.

Recall our earlier discussion on IPOs with organizational meetings, drafting, etc.? That’s all been done before the new bank shows up. All that remains for the lucky new co-manager(s) to do is hold a few basic diligence calls, draft a memo to their firm’s commitment committee (the inter-departmental group that approves participation in equity transactions), and then take some slapping around by said committee as they ask the bankers the ritual hard question in this situation: “Doesn’t this set a bad precedent, to put our name on the cover for only (or perhaps less than) 5% economics?”

In the end, however, I’m confident Accretive will have its pick of underwriters. A fee’s a fee, especially in this market, and in my experience, the average managing director level banker will spend less than half an hour working once hired, farming it out to VPs, associates, and analysts. (readers who would like a Who’s Who of roles in a bank, please feel free to submit a question).

Meanwhile, HealthPort is concluding its road show this coming week as it works to convince portfolio managers and buy-side analysts that even though over 85% of revenues are related to release-of-information services, it really is a revenue cycle management company and should be valued as such.


Ask the Chair

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I really appreciate the comments and questions I’ve received, both posted and e-mailed, so please keep them coming as I aim to inform and educate, not just ruminate. Let’s take a few:

Who coaches the management of publicly traded companies on what they can and can’t say?

It’s actually a combination of people, but last word is given to the lawyers. Part of the role of the board, I believe, is to help mentor first time public company CEOs, helping them strike the right line between promoting their stock (which is, after all, part of their job) and telling only truth. There are also investor relations professionals who do this for a living, though I’ve found their quality varies dramatically. Further, it will come as no surprise that, in both my prior lives as research analyst and investment banker, I’ve always tried to share my views on good Street communication, and I’m sure other bankers and analysts do as well.

At the end of the day, however, given the myriad SEC rules and regulations on stock promotion and our litigious society (and class action lawyers who don’t wait for the phosphors to fade on a negative press release to file a claim), it’s corporate counsel who often has the last word. This has been even truer since the adoption of SEC Regulation FD in 2000. Reg FD (for Fair Disclosure) was adopted to eliminate (really minimize) the phenomenon of selective disclosure that was rife on Wall Street. Companies would often tell their favorite analyst (who usually seemed to have a buy rating on the stock) a material fact before others, allowing him or her to share it with their best clients. Clearly that puts the investing public at a disadvantage, so the SEC adopted FD and lawyers suddenly had a lot more press releases to vet.

Let’s say I’ve been burned by the stock market and would like to invest some money, say $50,000, in a healthcare IT startup. Is that a good idea and how would I go about doing it?

Individuals investing in private, early stage companies are known as “angel investors”. There are pros and cons to making investments like this.

In theory, the readers of this blog, as well as being charming and perceptive, should know more than most anyone about the prospects of a healthcare IT startup. Recall that legendary investor Peter Lynch advised us to invest in what we know. A few things to think about beyond the obvious questions of “is this a good business?” are: “Do I trust and respect the judgment and integrity of the entrepreneur?” “Does this seem like a fair price for the company?” and dozens of other questions.

I think the first question to ask before an individual invests in a private company is, “How much do I care about that $50,000?” If you need it for Junior’s college tuition or your retirement in the next five or ten years, don’t even think it. Venture investing (which is what this is) is extremely high risk, that’s part of why venture investors demand high returns. Further, most startups fail (and HCIT is a tough area for success). VCs protect themselves there by investing in a portfolio of companies to diversify away some of their risk (typically, they expect multiple failures or break-evens for each success).

Also, ask yourself how you’ll get your money back: will the company be sold or go public? How much more money will they need? Angel rounds are usually early in a company’s life cycle, and subsequent money raised could well dilute your investment (lower the percent of the company you own). If you think you have the opportunity to invest in the next Epic Systems or athenahealth and are willing to take a flyer, more power to you, but caveat emptor (and good luck).

And finally, Matthew Holt wrote:

Ben I think you should take Ms. Faulkner on a fake road show, and then write that up.

Judy, if you (or one of your staff) are reading this and you would like the opportunity to hit the road and meet with the high and mighty of Wall Street to share your views of the sector and the publicly traded companies that make it up, I’d be thrilled to accompany you. I am pretty darned confident we could have the trip sponsored by a brokerage firm who’d also make a hefty donation to your favorite charity.

And if you agree, I’ll also go buy five lottery tickets and take a trip to Vegas, because it’s clearly my lucky day 😉

Thanks for reading, have a great Thanksgiving, and keep those posts and e-mails coming.

Ben Rooks
The Chair

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.

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Currently there are "4 comments" on this Article:

  1. Ben, as you don’t have to spend time with Ms Faulkner on the road show, how about assessing Accretive Health’s “about” portion of their web site and see if you have ever seen anything less revealing about who they are, who the investors are, what they do, or why they do it!–Matthew

  2. What a name!
    I went thru the IPO process some years ago and all you heard from the Wall Street wags is the question ‘is transaction must be accretive?’..over and over…

    So you name your company ‘Accretive Systems’ and the wags now hear you say the magic words over and over. Neat trick!

    But on the other side of the coin…if I am am looking to buy your system I get real nervous because by your moniker you’ve already told me you are NOT in this for the long run.

    Oh, by the way, I am in the process of a new startup named Meaingful USe Systems. Hope that works as well as Accretive

  3. So if the Epic shareholders sold, where could they put their money so that it earns the same amount as it does sitting in Epic? I suspect Judy knows full well what an IPO offers, she’s probably not very impressed.

  4. If you own a share of EPIC it is worth NOTHING until you sell it. And usually a private company has very tight restrictions on if you can sell it at all and who you can sell it to.

    And that’s the really big problem for EPIC in future years. If Judy holds to the premise ‘this company is not for sale- EVER!’ then if you are a long term employee what are your shares worth?? Nothing unless the company buys them back from you…and since they are the only buyer they set the price.

    So, what happens in a private company is you award shares and use them as a proxy to divide up profits. Just like Meditech did this year. It paid $67 mill in bonuses to employee shareholders as a ‘dividend’ most of which went to the biggest shareholders.

    The net is, unlike silicon valley comapnies, if you are a small minority stockholder in EPIC you ain’t going to get rich till the comapny gets sold. Don’t hold your breath…







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