Bumper year for IPOs is also a harbinger of long-lasting change
IPOs have been different this year for Jeff Mortara. A capital markets banker at UBS, for years the rhythm of his work has been endless roadshows where he would criss-cross the US escorting companies that were going public. But with travel halted because of the pandemic, video calls between bosses and investors have become the norm and Mr Mortara has had to pay to triple the bandwidth of the internet connection at his vacation home in the north-east US to ensure the conversations go smoothly.
But despite the pandemic and this new way of doing things, the red hot stock market, particularly for growth companies, has ensured that 2020 has been a bumper year for listings so far. September looks to be especially busy.
This year may also prove a memorable one for IPOs for other reasons. The process has always involved months of work filing a prospectus with regulators, followed by an investor roadshow. That time on the road culminates in a call, where a small group of big money managers decides what a company is worth.
That procedure, which venture capitalists and academics have never liked because of the supposed share price distortions it creates, is being upended by factors other than the pandemic. “Direct listings” and reverse mergers with “blank cheque” companies, which raise money from investors and then find businesses to buy, are two alternative ways companies can now land on stock markets. Most private companies are still likely to opt for an IPO. But these newer options solve some of the shortcomings of a process that had previously not evolved much in decades.
More than 100 companies have gone public this year in the US. Over half of those have had a first day “pop”, or more than 20 per cent rise in their share price, according to data from Dealogic.
The outspoken venture capitalist Bill Gurley has condemned these first day pops, which indicate that a company could have priced its shares at a higher level and opted to sell fewer or raise more money. For him, they are not a bug of the system but a feature, the consequence of an IPO process built by investment banks that favour big asset management firms with which they have lucrative relationships.
The system is “systematically broken and is robbing founders, employees and investors of billions of dollars each year”, he wrote on his blog. He has become an evangelist of the “direct listing”, where a company simply makes its shares available to trade on an exchange on a chosen day. There can be some salesmanship but there is no underwriter selling shares to select investors at what ends up as a discounted price in advance of trading.
Another major difference from the usual IPO process is that historically direct listings have not allowed a company to raise fresh capital. However, US stock exchanges have recently changed the rules to allow this, which could make them a more popular option.
Still, the clearest challenger to the IPO has become the blank-cheque, or special purpose acquisition, company. A growing number of private companies and high growth start-ups are merging with these “Spacs”, which are generally founded by private equity firms or successful executives. So far this year, Spacs have raised $33bn in capital, more than three times the level raised in all of 2018. Enthusiasts say the reverse merger listing process via a Spac allows a business to confidentially negotiate terms, rather than issuing a public prospectus first and then risking the embarrassment of having to lower its valuation if investor interest does not materialise.
Mr Mortara estimates that Spac listings and direct listing together could eventually account for a quarter to a third of all listings. Still, the IPO retains certain advantages. Less well-known companies can explain their “story” to research analysts from the underwriting banks who will later publish reports. Companies also have a choice of which investment funds become shareholders.
The structure is also being modernised. IPO “lock-ups” restrict how and when early-stage investors and employees can sell shares in the months after an IPO. Underwriters are experimenting with loosening the conditions of lockups, which can help to address share price distortions that can occur at the start of trading. One investment bank is also experimenting with how it prices a large, upcoming traditional IPO to minimise the “pop”, it told the FT.
Many bankers believe that no matter when the world goes back to normal, IPO marketing will carry on, at least partially, with video conferencing. But that will not be the only change to the process that will endure from 2020.
by Sujeet Indap of Financial Times