With the market for initial public offerings as tight as it's been in years, investors are paying closer attention to how companies plan to use the proceeds. In particular, they want to see companies use at least part of the money on the company itself and not just allow partners to cash out.
The emphasis on bolstering finances comes as IPO investors demand healthier balance sheets and pay attention to growth prospects. Without these, investors are quick to shun flotations in favour of more attractive offerings down the road.
"The use of proceeds is even more scrutinised in this market," said Mark Hantho, head of equity capital markets for the Americas at Deutsche Bank AG. "Having a more conservative balance sheet is being more rewarded in the market than it has in a long time."
Companies seem to be getting the message. A majority of flotations so far this year have come to market with plans to use part of the proceeds to cut debt. Investors are cheering the trend because the credit crunch has sent debt and financing charges higher. Earlier this decade, companies planning to go public ran up big debt loads and became too levered for today's tastes.
"In the 1990s, companies were newer, so a typical IPO would be capitalised 100 percent with equity," said Doug Baird, co-head of equity capital markets at Banc of America Securities LLC. "But that has changed over time and more and more companies want and need to be de-levered."
So now going public is not just about building out an idea or to fund research and development, but also about making sure a company is properly capitalised, he said. To be sure, paying off debt has always been part of what many IPO proceeds have been earmarked for. But with the credit crisis making borrowing more expensive, it has become even more pronounced and more crucial.
"Debt has become very expensive for non-investment grade borrowers," said Jay Ritter, a finance professor at the University of Florida at Gainesville. And a lot of companies trying to go public are just these kinds of borrowers.
But the increasing trend of using money to pay off debt also reflects the near absence of venture-backed companies, which typically do not have much debt because their thin track records make it tough to borrow.
There have only been six venture-backed IPOs this year, most recently Web hosting company Rackspace Hosting Inc last month. Its shares are down more than 12 percent since the IPO priced on August 7. One of the cardinal sins in this market is for a company to use proceeds to pay off existing shareholders.
"Some of the deal killers have been insiders wanting to get huge cash-outs," said Linda Killian, a principal with Greenwich, Connecticut-based firm Renaissance Capital. A case in point, she said, was the planned IPO in August of Kentucky coal company Rhino Resources Inc, which shelved its offering after meeting with tepid market response.
The company was to sell 6.5 million shares and investors another 3.5 million. A similar dynamic played a part in the disappointing performance of solar equipment maker GT Solar International Inc after its July offering, she said. The company received none of the proceeds of its IPO.
In July, when private equity firm Kohlberg Kravis Roberts announced it would become a publicly-traded company on the New York Stock Exchange, it said partners would not take any cash out of the company, as principals would be subject to vesting restrictions of six to eight years.
But some senior members of rival Blackstone Group LP, which floated shares last year, took some cash out, including co-founder and senior chairman Peter Peterson, who reaped $1.92 billion in IPO proceeds. The firm said its IPO included raising about $3 billion in fresh capital and imposed some restrictions on vesting. Blackstone's shares are currently trading about half their IPO price.
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