上周推特(Twitter Inc.)的高管们到纽约市进行首次公开募股(IPO)推介时,摩根大通公司(J.P. Morgan Chase & Co.)的高管们穿着印有推特小鸟标识的夹克走出办公室。摩根士丹利(Morgan Stanley)在时报广场的一个报价机上打出"欢迎推特来到摩根士丹利"(Welcome @Twitter to @Morgan Stanley)的标语。高盛集团(Goldman Sachs Group Inc.)则通过推特发布了一张照片,内容是在该证券公司总部拍摄的推特标识图片。这一切都是值得的。据知情人士称,作为推特IPO交易的承销商,这三家华尔街投行下周将获得总计3,720万美元的佣金。
When Twitter Inc. executives came to town last week, J.P. Morgan Chase & Co. executives mingled outside their offices while wearing jackets with the social-media company's bird logo. Morgan Stanley flashed 'Welcome @Twitter to @Morgan Stanley' on a Times Square ticker. Goldman Sachs Group Inc. tweeted a photo of Twitter's logo taken at the securities firm's headquarters.
如果推特最终将IPO发行价定在发行指导价区间的高端每股20美元,最高可募资16亿美元,那么担任该交易承销商的七家金融公司将获得共计4,900万美元的佣金。
It was worth it. The three Wall Street firms are set to collect a total of $37.2 million in fees as underwriters of Twitter's
initial public
offering next week, according to people familiar with the matter.
作为该交易的牵头承销商,高盛将获得2,000万美元佣金。虽然这一金额仅相当于这家证券公司不到一天的收入,但华尔街的投行仍能通过很多方式从此次IPO交易中获利。
The seven
financial firms hired to pitch the $1.6
billion deal will get a combined $49 million if the shares slated to be sold go for $20 apiece, or the top of their projected price range.
承销商不仅要利用其客户资源为交易寻找投资者,还要投入人力为拟上市公司向监管机构提交文件做准备以及在巡回推介期间与投资者会面,承销费用是对这些的补偿。
Goldman Sachs's likely fee of $20 million as the IPO's lead underwriter amounts to less than one day of
revenue for the securities firm. But there are lots of other ways that Wall Street can profit from the IPO.
现在,推特管理人士正在全美进行巡回推介。据知情人士透露,他们在巴尔的摩开始与公司见面,在费城丽嘉酒店也有一站。推特管理人士周二在纽约与公司会面,并将于周三在曼哈顿文华东方酒店(Mandarin Oriental)举办一个与更多投资者见面的午餐会。
The fees are largely
compensation for banks tapping their
client lists to find investors for the deal and for the labor involved in getting companies prepared for filings with regulators and meetings with investors during the 'roadshow' that precedes the final IPO pricing.
文件显示,此次巡回推介的站点还包括波士顿、芝加哥、丹佛、洛杉矶和旧金山。文件称,此次IPO可能将于11月6日定价。
Right now, Twitter executives are traveling around the U.S. to pitch to investors. They began meeting with firms in Baltimore and made a stop at a Ritz-Carlton in Philadelphia, according to people familiar with the meetings. Twitter executives were in New York on Tuesday meeting with firms and will host a wider group of investors at a lunch at the Mandarin Oriental in Manhattan on Wednesday, these people said.
承销费用将以IPO融资所得一部分的形式支付给投行。但这并非承销IPO能得到的最后一笔费用。一旦交易开始,投行还可帮助投资者和理财客户购买股票,从而获得交易佣金;IPO后的监管沉默期结束之后投行可公布研究报告,投行还可向购买其研报的公司收取费用;另外,投行声誉提高之后获得的新交易又可带来新的佣金收入。
Other stops include Boston, Chicago, Denver, Los Angeles and San Francisco, according to a marketing document. The IPO is expected to price Nov. 6, the
document said.
乔治敦大学麦克多诺商学院(McDonough School of Business at Georgetown University)金融学教授Reena Aggarwal表示,每笔IPO交易本身的佣金似乎不高,但如果某家银行被推特选中,那么这家银行就更有可能获得下一笔交易。
The fees will come in the form of a slice of the proceeds from the money raised in the IPO. But that isn't the end of the
potential payback for
working on the deal. There will be
potential trading commissions from investors and wealth-management clients who come to the banks to help them buy stock once it begins trading, commissions from firms that trade with the bank to get
access to the
research reports expected to be published when a regulatory quiet period ends after the IPO, and any fees from new deals banks might land based on potentially enhanced reputations.
后金融危机时代银行监管趋紧让IPO产生了不同以往的魅力。银行承办IPO不需要建立自营头寸,不必受"沃尔克规则"(Volcker Rule)约束。"沃尔克规则"的意旨在于禁止银行从事某些自营业务,其最终版本还在完善当中。
'Each IPO by itself might seem like it's a small fee. But if a
banker has been selected to do Twitter, they're more likely to get the next deal,' said Reena Aggarwal,
finance professor at the McDonough School of Business at Georgetown University.
承办IPO也不需要银行计提大量的损失拨备,因为银行只充当上市公司与投资者之间的股票买卖中介。
Also, amid the stricter regulatory
environment since the
financial crisis, IPOs have a fresher
appeal for banks. The deals don't require
taking proprietary trading positions, which means they would be largely unaffected by the 'Volcker rule,' which is still being finalized and intends to bar banks from making certain bets on their own behalf.
Sanford C. Bernstein分析师欣茨(Brad Hintz)说,股票承销是银行利润较高的业务之一。
IPOs also don't require banks to hold big amounts of capital to cover
potential losses, like some transactions do, because the banks don't hold the shares for more than a moment as they are passed from the company to the investors buying them.
Bernstein的研究表明,投资银行承销股票(包括IPO和其他股票发行)所获得的收入有40%以上转化成税前利润。这与并购咨询业务的利润率不相上下,远高于债券承销业务不到10%的利润率,尽管总体而言债券交易的规模大得多。
Underwriting stock sales is one of banks' better businesses in terms of profitability, according to Brad Hintz, an analyst at Sanford C. Bernstein.
此外,IPO通常是一家企业成长历程中的重要里程碑,对公司高管也是一件人生大事──上市当天他们可能摇身变成百万富翁甚至亿万富豪。成功的IPO在让企业风光无限的同时也会树立起银行的良好声誉,给银行带来后续业务。
Bernstein
research showed that
investment banks take home more than 40% of the
revenue generated by
equity underwriting, which includes IPOs and other stock offerings, as profits, before taxes. That is in line with merger-and-acquisitions advisory work and far more than debt underwriting, which has a pretax
margin of less than 10%, even though bond deals are a much larger business overall.
曾经是资深IPO银行家的托佩尔(David Topper)表示,如果你是IPO的主承销商,你就有大把时间与上市企业的管理层坐在一起,与他们建立密切关系。只要不把事情完全搞砸,你就能为日后的合作建立奠定融洽的基础。托佩尔现在是私募股权投资公司泛大西洋资本集团(General Atlantic LLC)的营运合伙人。
IPOs also tend to be major milestones for a company at a
critical time in their growth and important life events for company executives who may become millionaires or billionaires on the day. The red-carpet
treatment the companies get during this time helps
burnish the banks'
reputation with these individuals for future dealings.
当然,IPO也不一定会带来后续业务,尤其是当上市公司股票在公开市场表现不佳的时候。如果股票成交量很小,银行有时候会放弃对相关企业的追踪研究。
'If you're the lead firm on an IPO...you're spending a lot of time with management. You form a very close relationship, and if you don't
totally screw up, you build a good
relationship for the future,' said David Topper, a former
senior IPO
banker who is now an operating
partner at private-equity firm General Atlantic LLC.
而且上市之后的企业也不总是能立刻给银行带来大量生意。以Facebook Inc.为例,这家公司上市首日股价下跌,一年多之后才超过发行价,其IPO的主承销商是摩根士丹利。据公开文件显示,Facebook尚未返回市场做任何后续的股票发行,也没有就已宣布的交易向某家银行支付巨额费用。
To be sure, IPOs aren't guaranteed to produce follow-up work, especially if the shares don't trade well in the open market. Banks sometimes drop
research coverage if the stock is only
lightly traded.
参与推特IPO的银行预计将获得相当于IPO融资总额3.25%的佣金。据知情人士透露,这些佣金的一大部分──38.5%将被高盛拿走,摩根士丹利和摩根大通将分别拿到18%和15%。美国银行(Bank of America Corp.)、美银美林(Bank of America Merrill Lynch)和德意志银行(Deutsche Bank AG)将各拿8%。Boutique Allen & Co.和Code Advisors分别拿7%和0.5%。
And companies don't always immediately produce a lot of deal flow. Facebook Inc., whose deal was led by Morgan Stanley, saw its shares fall after their debut before trading above the IPO price more than a year later. The company has yet to return to the market with any follow-on
offering or to pay big fees to a bank on deals it already has announced, according to public documents.
推特还单独拿出佣金的5%作为额外奖励,这笔钱通常会落入主承销商的口袋。
The banks in the Twitter deal are expected to collect 3.25% of the money raised overall in the IPO. Goldman Sachs, which began
working with Twitter when it confidentially filed for its IPO in July, will receive the bulk of the fees, or 38.5%, people familiar with the matter said. Morgan Stanley is set to get 18% of the fees, and J.P. Morgan Chase is in line for 15%, the people said. Bank of America Corp.'s Bank of America Merrill Lynch and Deutsche Bank AG are slated for 8% each. Boutique Allen & Co. is to earn 7% and Code Advisors 0.5%.