As a businessman who founded and sold one technology company, then headed another, Frank Fawzi believed he could solve almost any problem. That was before he entered the IPO market, attempting to take his company public.
创办一家科技公司然后将它卖掉,接着又去创办下一家公司。作为这样一位商人,弗兰克•法齐(Frank Fawzi)相信他几乎能够解决任何问题。不过等他进入首次公开募股(IPO)市场、想让自己的公司上市时,情况就不一样了。
As he and other executives have
learned on the IPO trail this year, the process isn't always easy--or successful--even in
buoyant markets.
今年他和其他一些经理人在IPO工作中发现,哪怕是在强劲的市场环境之中,上市过程也并非总是一帆风顺,甚至能不能实现上市都很难说。
'IPOs are one of those things that are not in your control' after companies start marketing the stock to
potential investors, says Mr. Fawzi, chief
executive at IntelePeer Inc., a telecom-services provider based in San Mateo, Calif. 'CEOs think we can fix anything. This was the first time I felt that I couldn't fix something.'
身为电信服务提供商IntelePeer Inc.首席执行长的法齐说,在公司开始向潜在投资者推销自己的股票之后,IPO就不再是其掌控范围内的事了;CEO们以为自己能够解决任何问题;这是我第一次感到有些事情是我不能解决的。
With the pace of
initial public offerings in the U.S. picking up in recent months, more companies are hoping for the iconic post-IPO bounce--and the
riches that follow for their founders, investors and employees. The biggest so far this year is expected to be this week's up-to-$763 million
offering by Carlyle Group L.P., which will likely be quickly eclipsed in coming months by the Facebook Inc. debut.
随着美国的IPO活动在近几个月加快步伐,越来越多的公司期盼着上市之后股价出现常有的开门红,然后公司的创始人、投资人和员工都一夜暴富。今年以来规模最大的IPO预计将由凯雷投资集团(Carlyle Group L.P.)在本周创造,它计划最高融资7.63亿美元。接下来几个月,凯雷这桩交易可能很快就会被Facebook Inc.的IPO超过。
But amid the pre-IPO excitement, companies also face the very real
prospect that their coming-out parties will fall flat.
但在IPO前夜的兴奋之中,各公司也面临着它们的出场表演以溃败告终的可能。这是一种切实存在的可能性。
Six deals ended up getting postponed or
withdrawn during March, even as pricing and
performance for IPOs began improving. Seven more were pulled in April, with the companies again citing market-related reasons, according to Dealogic. The latest example was biofuel company Enerkem Inc., which
withdrew its $138 million deal after attempting to price it throughout most of April.
3月份,就在IPO定价和表现开始改善之际,六宗上市计划遭到推迟或撤销。据Dealogic的数据,4月份又有七宗IPO被取消,相关公司给出的还是与市况有关的理由。最新例子是生物燃料公司Enerkem Inc.,该公司撤销了其1.38亿美元的IPO交易,此前它在4月份花了差不多一个月时间来给这桩交易定价。
In the last six years, the
proportion of deals pulled compared with the number filed has fluctuated; it was as low as 21% in 2006 and 2007, when IPOs were thriving, but widened
considerably in 2008, when the IPO market was
barely functioning, says Dealogic.
据Dealogic的数据,在过去六年里,IPO撤销量占申请量的比例时高时低,2006年到2007年IPO活动十分活跃时低至21%,在2008年市场几乎不能运转时则大幅上升。
The reasons deals don't work out are varied--and often not even
related to the quality of the business.
上市失败的原因多种多样,而且往往与公司本身的质量没有关系。
'That unknowability of how a deal will turn out is unbelievably taxing,' says Sam Schwerin, a co-founder of
venture capital firm Millennium Technology Value Partners.
风投公司Millennium Technology Value Partners的联合创始人施威林(Sam Schwerin)说,怎样才能实现上市的"不可知性"大得让人无法置信。
Mr. Fawzi, 50, and his fellow executives at IntelePeer endured a
whirlwind two weeks in January, crossing the country from San Francisco to New York City to meet with large investors and host
so-called roadshow meetings for 70 or more
potential buyers at a time.
现年50岁的法齐和IntelePeer其他高管在今年1月份经历了忙得不可开交的两个星期。他们从旧金山横跨美国前往纽约,与大投资者见面,又举行了多轮每次有70名或更多潜在投资人参加的"路演"。
It wasn't
uncommon for him to have seven meetings a day, telling the story of his company's business plan and
financial performance. At first, the feedback seemed positive, said Mr. Fawzi. But toward the end of the first week, he sensed
sentiment shifting. He heard concerns that the company's business story was complicated, it wasn't a
consumer brand, and it wasn't profitable. What followed, he said, was 'the longest week of my life.'
法齐反复讲述自己公司的商业计划和财务表现,一天开七场会是家常便饭。法齐说,一开始时得到的反馈似乎是正面的。但到第一个星期结束时,他就感觉到气氛发生了变化。他听到有人担心IntelePeer的商业计划过于复杂,说这家公司不是消费品企业,也没有赢利。他说,接下来我经历了一生中最漫长的一个星期。
'Once you've lost momentum, it's very hard to turn things around,' as word spreads through the
investorcommunity that buyers aren't
lining up, says Mr. Fawzi. He felt investors and the media didn't look closely enough at the company's
financial statements. IntelePeer
ultimatelywithdrew its IPO and Mr. Fawzi flew back to his home in Florida.
法齐说,一旦形势不利,想要扭转干坤就很难了,因为有关投资者没有踊跃申购公司股票的消息将传遍投资界。法齐觉得投资者和媒体并没有仔细研究该公司的财务报表。IntelePeer最终退出IPO,法齐则飞回他在佛罗里达的老家。
Meanwhile, just as IntelePeer's IPO plan was falling through, the roadshow for another tech deal-computer--security-software maker AVG Technologies NV--was in full swing. Chief Executive J.R. Smith, 47, was going through a blur of
investor meetings; in one instance, he visited Milan, Frankfurt and London in a day.
而就在IntelePeer的上市计划夭折之际,另一家科技企业、计算机安全软件厂商AVG Technologies NV的巡回推介正在如火如荼地进行。该公司现年47岁的CEO史密斯(J.R. Smith)参加了数不清的投资者会议。有一次他在一天之内去了米兰、法兰克福和伦敦三个城市。AVG的总部位于荷兰阿姆斯特丹。
The shares for AVG, which is based in Amsterdam, were priced within the expected range on Feb. 1, and began trading the next day--only to flop, declining 19% on its debut.
2月1日,AVG的发行价确定,在预期范围之内。次日该公司股票开始上市交易,上市首日股价下跌19%。
'The biggest surprise for me was that we came out with a price of $16, and suddenly, when it started trading, the price became $13.50,' says Mr. Smith. 'What had changed? Weren't we the same company last night, when people were
willing to buy it at $16?'
史密斯说,对我来说最大的意外是,我们的发行价定在了16美元,而一开始上市交易,股价就跌到了13.50美元;到底什么发生了变化?我们不就是昨天晚上的那家公司吗?昨天晚上人们不是还愿意以16美元一股的价格买我们的股票吗?
At least part of the
responsibility when deals go wrong falls on the underwriters, who earn millions to
advise companies on pricing, timing and selling deals to investors. The banks typically get a
percentage of the offering.
拟上市公司的IPO出现问题时,承销商至少要承担部分责任。承销商给拟上市公司就股票定价、上市时机选择以及如何向投资者销售股票等事宜提供咨询服务,同时收取数百万美元的承销费。投资银行通常能从首次募资数额中收取1%的费用。
Spokespeople for the lead underwriters on IntelePeer's deal, J.P. Morgan Chase & Co., Deutsche Bank AG, and Barclays, declined to comment. Spokespeople for AVG's lead underwriters, Morgan Stanley, J.P. Morgan and Goldman Sachs Group Inc., also declined to comment.
负责IntelePeer上市的主承销商摩根大通(J.P. Morgan Chase & Co.)、德意志银行(Deutsche Bank AG)和巴克莱(Barclays)的发言人不予置评。负责AVG上市的主承销商摩根士丹利(Morgan Stanley)、摩根大通和高盛集团(Goldman Sachs Group Inc.)的发言人也不予置评。
Several bankers said that the IPO process is a
cooperative effort between banks and company executives, with the companies having the last say on whether to accept a lower
valuation or shelve the deal.
多位投资银行家表示,IPO是投资银行和拟上市公司高管之间相互合作的一个过程,拟上市公司在究竟是接受较低的估值还是搁置交易方面有最终发言权。
'It's
ultimately correct that bankers are
supposed to be bringing their capital market expertise to the table, on the one hand,' said Scott Rostan, a former Merrill Lynch
investmentbanker and
founder of Training the Street, which trains
junior professionals at
investment banks. 'But it's nearly impossible to time the market. If they could, then every deal would work.'
培训机构Training the Street的创始人、曾在美林(Merrill Lynch)任职的罗斯坦(Scott Rostan)说,从一方面来讲,投资银行家应该提供他们在资本市场的专业知识,这一点不容置疑;但想要完全跟上市的节奏则几乎是不可能的,否则每一笔交易都会成功。Training the Street培训的是有志投身于投资银行业的初级专业人士。
Messrs. Fawzi and Smith said they didn't blame their bankers for the way their deals ended.
法齐和史密斯都说,对于交易出现这样的最终结果,他们并不责怪投资银行家。
The morning after the end of their
respective roadshows couldn't have been more different for the two men. Mr. Fawzi said he spent a day at home thinking about why the IPO hadn't worked and what he and his company could do better.
对于法齐和史密斯来说,巡回推介结束之后的那个上午各自情况可谓有着天壤之别。法齐说,他在家待了一天,思考IPO失败的原因以及他和公司在哪些方面还能取得改进。
'Candidly, on a business level, this was
absolutely the worst setback I ever had in my career,' said Mr. Fawzi.
法齐说,坦率地讲,这绝对是我职业生涯中在业务上遇到的最大挫折。
Mr. Smith rang the bell at the NYSE on the day AVG Technologies' stock launched. His 1.2 million shares, which are subject to a six-month lockup period in which he can't sell them, are today worth about $17.7 million. After the IPO, he says, he treated himself to a 1968 Gibson acoustic
guitar and took his wife shopping.
史密斯则在AVG Technologies上市交易首日敲响了纽约证券交易所(NYSE)的开盘钟声。他所持有的120万股该公司股票如今的市值约为1,770万美元,这些股票有六个月的禁售期。史密斯说,公司上市之后,他给自己买了一把吉布森(Gibson)吉他,还带妻子去上街购物。