Social networking site Facebook's historic initial public offering (IPO) is likely to set a new standard
for how low investment banks are willing to go on advisory fees to win
big business.
The world's largest online social network is
expected to tap public markets for $10 billion in the coming months in
an offering that will value the company at up to $100 billion, according
to sources familiar with the planned IPO. It will be one of the biggest
US market debuts ever, and a prized trophy for the investment bankers
seeking to win lead advisory roles.
That has set up a fierce
competition on Wall Street, particularly between the presumed
front-runners Morgan Stanley and Goldman Sachs Group Inc, which may
offer their underwriting services for as little as 1% of gross proceeds,
bankers and industry observers said.
That would be far less than the 7% fee that smaller deals typically fetch, or the 2 or 3% that large deals tend to command.
"The Facebook IPO will be iconic," said James Montgomery, chief
executive of San Francisco-based investment bank Montgomery & Co,
which advises tech companies on mergers, acquisitions and private
placements.
Facebook can easily negotiate a 1% fee for the entire group of
investment banks that will peddle its shares, Montgomery said, "much to
the chagrin of the underwriters."
Such a low fee is practically unheard of for investment banking deals,
apart from the offerings of bailed-out companies General Motors Co,
American International Group Inc and Ally Financial Inc, which sold
shares held by the US government in the aftermath of the financial
crisis.
But Facebook has several advantages that will allow the company to
haggle for a lower fee: it will be an easy sell as hoards of investors
are keen to jump on the social media trend, and even a 1% fee would reap
$100 million in revenue for investment banks, sending a lead advisor to
the coveted No. 1 spot on IPO league tables.
"There's no other IPO like this," said Lee Simmons, a tech specialist at
Dun & Bradstreet. "It's kind of the 800-pound gorilla for the tech
sector."
The Wall Street Journal reported that Facebook plans to file IPO
documents with US securities regulators as early as Wednesday, and is
close to picking Morgan Stanley as the lead underwriter.
The typical IPO that raises less than $500 million incurs a 7% fee --
what's known as "the 7% solution." But as IPOs grow in size, the fee%age
shrinks.
Investment banks usually earn fees of 4% to 5% on IPOs of more than $1
billion, but deals from Silicon Valley tend to carry a premium. US tech
IPOs of at least $1 billion carried an average fee of 5.8% from 2000 to
2012, on average, according to Thomson Reuters data.
In the case of Facebook -- whose T-shirt-wearing, 27-year-old chief
executive, Mark Zuckerberg, is said to appreciate status updates more
than stock brokers -- it's unlikely advisors will be able to command the
standard rate.
"These Valley types think this whole process could be automated and they
don't have to pay 7% to these flashy, French-cufflink-wearing Wall
Street types," said Eric Jackson, founder and managing member of
Ironfire Capital, a technology-focused hedge fund, who has interacted
professionally with executives at Facebook and other social-media
companies.
Pricing dilemma
Facebook's offering will be the largest ever IPO from Silicon Valley, as
well as the largest global high-tech IPO since the dot-com bubble
burst. The most recent US social-media IPO, Zynga Inc, raised just
one-tenth of the proceeds Facebook is hoping for.
Winning a lead advisory role on Facebook has become a make-or-break
contest for tech bankers such as Goldman's George Lee, Morgan Stanley's
Michael Grimes and Credit Suisse's Bill Brady.
Morgan Stanley and Goldman Sachs have been in communication with
Facebook for months and already offered pitches to its executives in
hopes of becoming lead adviser, according to sources briefed on the
meetings.
Wall Street is now waiting to hear who will win the coveted "lead left"
title, referring to where the top underwriter's name will appear on the
IPO prospectus.
"Facebook is one of the most well-known brands around the globe," said
George Papaioannou, a business professor at Hofstra University who has
studied underwriting competition among investment banks. "The
underwriters will have to do very little convincing to investors, and
that gives Facebook a huge negotiating advantage."
Investment banking fees are not usually the primary concern for IPO
candidates, who must nail down the right offering price and sell shares
to the right mix of investors, Papaioannou said.
If the offering price is too high, the company and its underwriters risk
burning IPO investors. If the bar is set too low, the stock issuer
risks leaving money on the table. And if the mix is not right -- with
more short-term traders than long-term investors -- a stock can become
highly volatile in the days and weeks following its debut on an
exchange.
Zynga, which makes some of the most popular online games that are played
on Facebook, is a prime example. Co-managed by Goldman and Morgan
Stanley, the IPO was priced at $10 a share in mid-December. IPO
investors watched the stock fall 5% on the first day of trading. Zynga
was quoted at $9.72 on Friday.
Similarly, online coupon-deals site Groupon Inc priced its IPO at $20 a
share on November 4, but its shares fell as much as 26% in the first two
weeks of trading. The stock was trading at $19.78 on Friday. Goldman,
Morgan Stanley and Credit Suisse were co-managers of the IPO.
Hhandle with care
The other edge of the IPO sword can cut just as sharply for hot tech stocks.
LinkedIn Corp, which raised $353 million last May in an
IPO priced at $45 a share, watched the stock soar as high as $122.70 on
the first day of trading. LinkedIn shares have drifted down to the low
$70 range, but the price range to date indicates that the company could
have raised another $440 million to $1 billion in extra money if the IPO
were priced more aggressively. Morgan Stanley was in the lead left
position.
A sharp fluctuation in price soon after Facebook's IPO "would really
embarrass Facebook and the underwriters," given the recent history of
social-media IPOs, said Papaioannou
The Zynga, Groupon and LinkedIn deals garnered fees of 3 to 5%.
To be sure, the banks that are vying for a lead position on Facebook's
IPO will have to do more than lowball on price. They will also have to
convince the Palo Alto, California-based company that the deal will go
off without a hitch.
As Facebook's size and influence have grown in recent years, its actions
-- whether changes to privacy policies on its popular networking site,
or its interactions with Wall Street bankers -- have come under intense
public scrutiny.
Goldman's handling of a private sale of $1.5 billion worth of Facebook
shares to wealthy clients last year stirred enough controversy that the
bank was forced to limit the offering to non-US investors.
That misstep may have cost Goldman some goodwill with Facebook, industry
observers said. And, as a company that makes money from a broad base of
users, it also forces Facebook to consider whether its IPO will give
unfair advantages to well-heeled investors.
"Two reasons I think Morgan Stanley will get the lead: one, they have a
great retail distribution platform with the Smith Barney franchise and,
two, I don't think Facebook is overly happy with Goldman Sachs," said
Jeff Sica, president and CEO of SICA Wealth Management, who has bought
shares of Facebook in private, pre-IPO markets for clients.
Morgan Stanley was the top bookrunner for global high-tech IPOs last
year, with $2.2 billion in global proceeds and 10.9% market share. It
also led the pack in US high-tech IPOs, according to Thomson Reuters
data. Goldman Sachs was the runner up with $1.9 billion in global fees
and 9.2% market share, and ranked No. 3 in US high-tech IPOs behind
JPMorgan Chase & Co.
A less measurable but equally important factor in obtaining the lead IPO
position is whether bankers can connect with decision-makers at
Facebook on a personal level.
"It's really going to be the banker that understands and is sensitive to
Zuckerberg and the executive team's needs," said Dun & Bradstreet's
Simmons. "Whoever does that successfully will get the bragging rights,
the proverbial brass ring of tech IPOs."