The Initial Public Offering (IPO)
Undertaking the initial public offering, or "going public," is the goal of many com¬panies because it is an exciting way to raise large amounts of money for growth that probably couldn't be raised from other sources. However, deciding whether to do a public offering is difficult at best, because doing so sets in motion a series of events that will change the business and the relationship of the entrepreneur to that busi¬ness forever. Moreover, returning to private status once the company has been a public company is an almost insurmountable task. An initial public offering (IPO) is just a more complex version of a private offering, in which the founders and equity shareholders of the company agree to sell a portion of the company (via previously unissued stocks and bonds) to the public by filing with the Securities and Exchange Commission and listing their stock on one of the stock exchanges. All the proceeds of the IPO go to the company in a primary offering. If the owners of the company subsequendy sell their shares of stock, the proceeds go to the owners in what is termed a secondary distribution. Often the two events occur in combination, but an offering is far less attractive when a large percentage of the proceeds is destined for the owners, because that clearly signals a lack of commitment on the part of
the owners to the future success of the business. For IPOs market timing is critical because not every year or portion of a year is favorable for an IPO. Research suggests that the value of the stock at the time of issuance is an important determinant in the ultimate decision to issue stock.4 The bottom line is that an IPO is never a sure thing, either for the entrepreneur or the investor. Recall what happened to Vonage, the voice-over-IP company, which debuted on the New York Stock Exchange on May 24, 2006, and within the first seven days lost approximately 30 percent of its value, precipitating a class-action lawsuit claiming that shareholders were misled.5 This is not an uncommon occurrence, however, because historically IPOs have underperformed the broader market. One exception in recent times was the class of 2004, which performed better than any group of IPOs since 1999, with the first day jump averaging 11 percent and total return to shareholders of 34 percent on 216 companies.6
Recently, many smaller companies that have not found the U.S. IPO market very inviting have looked to the European and Asian markets to find money. These mar¬kets have less stringent capitalization requirements and reporting rules and investors there are eagerly looking for technology companies in which to invest.7 With small valuations of $10 to $60 million, these companies are very attractive to Japanese investors, for example, who typically only see later-stage Japanese companies on the Nikkei exchange. They would prefer to get in at an earlier stage where there is greater potential for larger gains. The trend of companies looking for money in for¬eign markets will only increase due to the global economy and the relative ease with which these markets can be tapped.