Chapter 3
How Investment Bankers Sell Companies
IN THIS CHAPTER
Investment banking isn’t exactly a glamorous business. When was the last time you heard a 6-year-old say she wants to be an investment banker when she grows up? Much of what investment bankers do is lucrative, but it’s behind the scenes and tucked in the back rooms of the financial system.
If there’s an area where investment bankers really shine, it’s in the process of selling a company to the public for the first time in an initial public offering (IPO). The IPO is one of the few times when the general public has a chance to see and interact with investment banks and the financial products they’re selling and see the role investment bankers play in the economic machine.
We introduce the importance of the IPO in Chapter 2. In this chapter, we delve more deeply into the IPO process, taking a look at what investment banks look for when selling a company in the public markets. One of the key jobs of investment banks in bringing a company to the public markets is assisting in creating a document that spells out the details of an offering, called the prospectus. Here, we explore the prospectus in detail, along with the ways investment bankers can make sure an IPO goes off smoothly.
Closely linked to the IPO process is the sell-side analysis function of many investment banks. These operations help complete the process of selling the company that investment banks are often tasked with.
Also in this chapter, you get an understanding of the types of research that go into a research report. We dissect and analyze a sample report to illustrate how investment banks dig into a company’s financials and prospects so they can either recommend a security or advise against it.
Getting Companies Ready for Sale on Public Markets
There comes a time in a company’s life when going public is often the best option. When a company gets big enough, and a broad enough audience of investors is lined up to buy a piece of a company, it’s time to strongly consider an IPO.
When a company goes public, it carves itself into pieces that investors in the general public can buy. Just about every stock you can invest in, at one point, first sold its stock in an IPO.
Companies often turn to IPOs when
Bank loans are too expensive. When a company gets bigger, borrowing from the bank becomes a relatively costly form of raising money.
Venture capitalists are too onerous. Venture-capital firms are great sources for young companies that don’t have many options. But these investors insist on big ownership stakes, stripping the entrepreneur’s ownership in the companies. Venture-capital funds are pools of money from private investors who are looking to hit it big.
Venture capitalists or other private investors want to cash out. Venture capitalists often buy companies with the idea that they’ll sell them once they get big enough to attract public investors. The IPO is a way for venture capitalists to cash in on their investment, so they can put that money into another small company. Private investors, such as private-equity firms, also urge companies to sell shares to the public so they can cash in.
Bonds are too expensive. Young companies can sell bonds to raise money. But bond investors are a nervous lot, and they tend to demand high rates of return on companies that don’t have a long-term, proven track record. Borrowing this way, especially for relatively unproven companies, can often be prohibitively expensive. Also, bonds must be repaid with interest. A young company may be reluctant to sign up for a deal that requires it to make routine interest payments when its cash flow may be uncertain.
After companies exhaust their normal avenues for raising money, that’s when IPOs come into play. IPOs are a way for companies to get investment capital from investors, who want to be owners. These owners are happy to get a piece of the company and don’t even require a routine payment of cash.
Meeting the requirements to make an IPO happen
Investment bankers can concoct just about any financial product out of thin air. And some of these products indeed make investors’ money go poof (as you find out in Chapter 19). But IPOs aren’t created out of nothing. An IPO at its core requires a willing company that’s looking to raise money by selling part of itself to willing investors.
And for an IPO to be successful — in that it attracts ample investors to pay a healthy price for the stock — the bar is even higher. A few characteristics of a company that is often a prime candidate for a successful IPO includes being in the following:
An industry investors are interested in: IPO investors often get infatuated with certain investment themes. When an industry catches the attention of investors, there’s usually ample appetite for several key players to go public as investors lap up the shares like hungry wolves. The best example of an industry that IPO investors couldn’t get enough of was the Internet. During the late 1990s and early 2000s, just about any company with an e before its name or a dot-com after it was able to sell stock to the public and get a huge valuation. Table 3-1 shows how Internet companies ruled the IPO market in 1998 through 2000.TABLE 3-1 When Internet IPOs Ruled the MarketYearTotal Number of IPOsNumber of Internet IPOsPercentage of IPOs
