Drama. Irony. Comedy. Sex. The Google IPO may be the most talked-about off-Wall Street play of all time.
Larry Page and Sergey Brin, the co-founders of the iconic Internet search engine and authors of the nontraditional Dutch auction IPO, are expected to introduce Google Inc. on the Nasdaq stock market this morning. Shares will trade under the ticker GOOG.
The IPO was fraught with difficulties. A day after securities regulators delayed the deal at the last minute, the company drastically cut the price range and number of shares to be offered, before getting the go-ahead.
However this story ends, some on Wall Street say Page and Brin might look back one day and wish they had conformed to the traditional rules for initial public offerings of stock. Sure, the investment banks would have had a much fatter payday, but the founders and the company probably would have, too.
“Say what you will about the old way of getting an IPO done – greed and all,” said Sal Morreale, a trader who follows IPOs for Cantor Fitzgerald in Los Angeles. “But this deal would have probably been better served if it had been done the traditional way.”
The Dutch auction and some of the confusion that’s led up to it may have turned off many institutional investors.
“It’s really interesting. For a deal that’s been so publicized by the Street, it’s generating no buzz in the institutional community,” Morreale said.
The rub is, in trying to let small investors compete with the large investors in an online Dutch auction, Google might find itself with virtually no large investors.
On Wednesday, Google slashed its price range to between $85 and $95 a share. That’s up to a $50 stretch from the high end of the initial range of $108 to $135 a share, which would have made Google the highest-priced IPO ever.
“The mistake here is that they set the price range too high to begin with,” said Tom Taulli, co-founder of CurrentOfferings.com, a Web site that tracks IPOs. “And when that happens, you run the risk of having to lower the range, which reflects the deal’s weakness.”
Instead of raising up to $3.47 billion, the deal now can max out at $1.86 billion.
“It doesn’t help that we’re in the middle of an equity market that’s been unforgiving of IPOs lately,” Morreale said. “A lot of IPOs lately have traded down or been postponed because of market conditions.”
The number of shares to be sold was cut to 19.6 million from 25.7 million. The 6.1 million reduction came from shares company insiders are selling. They’ll sell 5.5 million shares, while the company is selling 14.1 million.
The venture capital firms that helped Google get its start now will not sell shares at all. Only Page and Brin will sell shares. The millions of other shares they retain will make them billionaires on paper.
Google made several missteps in the days leading up to the IPO, including the founders’ well-publicized interview with Playboy magazine that raised the ire of the Securities and Exchange Commission. The interview was published during the “quiet period,” a time when company executives are ordered to cease public communications to avoid accusations of misleading investors.
“This was an example of the founders being out of control,” Taulli said. “It makes it look like Google is being run by a couple of inexperienced 30-year-old billionaires.”
Google amended its IPO filing to reflect factual discrepancies between the article and the original filing, but the SEC still asked the company for more information about the interview.
“I just can’t imagine a securities law firm allowing a such a high-profile interview one week before the company files for an IPO,” Taulli added. “You’ve just got to wonder about internal controls.”
One final twist: All the confusion could prove a benefit to the small investors who have bit on the deal.
At the revised low price, Taulli said, institutional investors might not be able to resist buying them when they open for trading.
“There’s an argument to be made that this thing could pop on the open after all,” he said.
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ARCHIVE PHOTO on KRT Direct (from KRT Photo Service, 202-383-6099): Larry Page, Sergey Brin
AP-NY-08-18-04 1935EDT
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