Views
5 years ago

The Future of the New Issues Market - Faculty, Student & Ph.D ...

The Future of the New Issues Market - Faculty, Student & Ph.D ...

Issuers have a choice.

Issuers have a choice. In the scenario with a $10.00 offer price, they could feel good about the $78 million that they should have gained, and bad about the $15.6 million that was left on the table. Or they could integrate the two numbers and focus on the net gain of $62.4 million, and feel happy. In fact, issuers almost always focus on the net gain if the price jumps up, and do not complain about leaving money on the table. But what if the original file price range had been $12.00-14.00, and the pre-issuer shareholders had anchored on an expected wealth of $13.00 times 15.6 million shares, or $202.8 million? Then, if the offer price was set at $10.00 and $15.6 million was left on the table, they would not be so complacent. Here, there is no net gain to focus on. If they had anchored on a midpoint of $13.00 per share and the underwriter recommended an offer price of only $10.00, they would have not been happy. Alternatively stated, they would have bargained hard for a higher offer price. In contrast, if they had anchored on a midpoint of $8.00 per share and the underwriter then recommended a $10.00 offer price, they would not bargain hard for a higher offer price. In our RFS article, we argue that underwriters take advantage of the difference in issuer psychology in these different scenarios. If there is strong demand for the IPO, the underwriter takes advantage of the lack of bargaining effort by the issuer and leaves a lot of money on the table. If there is weak demand, very little money is left on the table. In practice, this is exactly the empirical pattern that is observed. Most IPOs leave very little money on the table. But a minority of IPOs, where there is strong demand during the bookbuilding period, leave a lot of money on the table. In a follow-up article, Tim Loughran and I document that during the internet bubble period, the frequency of the strong demand scenarios was much more common during the internet bubble period than in previous years. Underwriters took advantage of these fortuitous circumstances to severely underprice many IPOs. Even before the internet bubble developed, the allocation of IPOs was sometimes unsavory. In their pitches to issuers, underwriters frequently discuss their distribution strategy. They invariably talk about the institutional investors who are likely buy-and-hold investors that they will approach. For example, a healthcare company going public has as a natural buy-side clientele mutual funds that already hold other healthcare companies. But I am unaware of underwriters telling issuers that many of the shares will be allocated to hedge funds that generate a lot of commission business, or to venture capitalists or executives of firms that might be in a position to direct a future issuer to the investment banking firm. The Wall Street Journal (Siconolfi, 1997) called attention to the practice of “spinning,” where hot IPO shares are given to the accounts of the general partners of venture capital firms and executives of companies to influence their decisions about what underwriter to choose. Frank Quattrone, first at Morgan Stanley, then at Deutsche Banc, and then at Credit Suisse First Boston, is alleged to have been the master at spinning. So-called “Friends of Frank” accounts are alleged to have been set up for those in a position of influence. 3 These are controversial because they appear to be in violation of the legal Doctrine of Corporate Opportunity. That is, an employee of a venture capital firm or corporation is getting side-payments only because of their power to decide how corporate resources are used. After the WSJ publicized the practice in 1997, the U. S. Securities and Exchange Commission (SEC) launched an investigation. The SEC took no action after the practice decreased for a while. But as soon as the heat was off, the practice apparently became even more egregious during 1999-2000 than it had been prior to then. 3 See Peter Elkind and Mark Gimein, “The Trouble With Frank,” Fortune, September 3, 2001. 8

The unsavory practices that became prevalent in 1999 and 2000 in the allocation of IPOs had many consequences. Let me name one. Institutional investors have several choices over how a trade is executed. One option is to place an order with the trading desk at a traditional broker-dealer. Another option is to place an order with an Electronic Communication Network (ECN) or a crossing network. During the bubble period, ECNs and crossing networks were put at a competitive disadvantage. If an institutional investor had a choice of paying 3 cents a share to trade with a crossing network or 5 cents per share to trade with an investment banking firm that had IPO shares to allocate, many institutional investors rationally decided to pay the higher commission rate. Crossing networks were directly harmed by their inability to reward clients by allocating hot IPOs in return for trading business. Where Have the NASD and SEC Been? SEC regulations require that the prospectus disclose underwriter compensation. As of the beginning of 2002, underwriter compensation that has been reported has been restricted to the direct compensation (the gross spread, plus a nonaccountable expense allowance or warrants to purchase stock that are sometimes present for smaller IPOs). Underwriters readily acknowledge, however, that in the 1990s IPOs were being allocated to investors partly, and sometimes mainly, on the basis of past and future commission business on other trades. The extent of the profits from this commission business depend upon the amount of money that is being left on the table. As an example, Credit Suisse First Boston (CSFB) is alleged to have received from some investors commission business equal to half or more of the profits generated on certain hot IPOs, such as the December 9, 1999 IPO of VA Linux. 4 The VA Linux IPO involved 5.06 million shares including the overallotment option, and was priced at $30 per share, with a 7% gross spread equal to $2.10 per share. For an investor who was allocated shares at $30, and who then sold at the closing market price of $239.25, the capital gains would have amounted to $209.25 per share. If the investor then traded shares to generate commissions equal to half of this profit, the total underwriter compensation was $2.10 plus $104.625, or $106.725 per share. (Note that this is not all profit for CSFB, since there are costs involved in both doing the IPO and trading shares.) The prospectus does not mention anything about the revenue from the commission business. The National Association of Securities Dealers (NASD) has regulations regarding “fair” compensation for underwriting IPOs. 5 While there are no explicit limits, in general compensation exceeding 10% of the gross proceeds would have been viewed with suspicion. Underwriter compensation includes both direct and indirect compensation. By indirect compensation, I mean the revenue generated by rent-seeking buy-side clients. But to date, neither the NASD nor the SEC have required the disclosure of indirect compensation. I think that if issuers saw this explicitly, they would be less complacent about leaving a lot of money on the table. There is much evidence that people don’t view opportunity costs as equivalent to direct costs. If part of the money left on the table was relabeled as a direct cost, behavior would change. I don’t think that the government should necessarily dictate how IPOs are allocated, just as I don’t think that analysts should be forced to issue a “sell” every time they issue a “buy.” 4 See Susan Pulliam and Randall Smith “Linux Deal is Focus of IPO-Commission Probe” December 12, 2000 Wall Street Journal, and SEC News Release 2002-14 (January 22, 2002). 5 See NASD Notice to Members 98-88. 9

The Future Internet Market Scenario in 2025
New Global Markets - Futures & Options World
The marketing of seasoned equity offerings - Faculty, Student & Ph ...
Brand Experience - Faculty, Student & Ph.D. Support
A Review of IPO Activity, Pricing, and Allocations - Faculty, Student ...
Chapter 1 Forward and Futures Markets - Faculty - Weatherhead ...
Recruitment News February 2012 - Future Students - University of ...
New Markets Tax Credits: Issues and Opportunities - Pratt Center for ...
Review of Futures Markets - Special Issue - Now and the Future
welcome! 2011 career advisor symposium new ... - Future Students
6 2012 Student, Alumni, and Faculty News - The Black Hole Theatre ...
Students & faculty members honored - Cornell University News ...
Evidence from Market Makers at Taiwan Futures Exchange - Faculty ...
The Future of Computer Science and Digital Technologies: Issues of ...
Investor Sentiment and Pre-Issue Markets - Archive@nyu - New ...
Aerospace Students Make News ME Faculty Expertise Highlighted ...
Allocation Directives for the New Issues Market - SwissBanking
From the President FPH news In this issue - UK Faculty of Public ...
The Company submits the issue of 6590733 new - Gamesa
Forwards, Futures and Money Market Hedging - New York University
Issue 050201 - Marketing Association of Australia and New Zealand
Vanguard New Jersey Tax-Exempt Money Market Fund Summary ...
Prospective Student Chat – Marketing And Luxury/Retail - New York ...
New Search Marketing Research: 2006 SEM Issues & Trends