Tag: SEC

Summing up the IPO calculus

Brenon Daly

Contact: Brenon Daly

At the risk of oversimplifying the market for new offerings this week, we might nonetheless formulate an equation like this: AAA to AA+ = RW. Spelled out, that means: The historic downgrade in the credit worthiness of the US contributed to some of the bloodiest days Wall Street has seen, which in turn contributed to many IPO candidates deciding to scrap their planned offering. (Companies formally do this by filing what’s known as an RW form, for ‘Registration Withdrawal,’ with the SEC.)

Amid the choppy trading this week, both WageWorks and Trustwave shelved their proposed IPOs, which were originally expected to raise, collectively, about $200m for the companies. Instead, they’ll be heading home empty-handed from their aborted push to the public market. (The sole tech firm that made it to market, online backup vendor Carbonite, did so only after trimming its offering, which meant raising one-third less money than planned.)

While WageWorks and Trustwave – both of which have been active acquirers, even as private companies – will undoubtedly miss that windfall from their planned IPOs, the decision to scrap the offerings this week was inevitable. For a bit of context, consider this: When the two companies originally filed their paperwork to go public back in April, the Nasdaq was roughly 10% higher and the overall market volatility (as measured by the CBOE Volatility Index, or VIX) was less than half the level it is now.

The mysterious case of Investment Bank A

Brenon Daly

Contact: Brenon Daly

In proxy statements, we’re used to seeing unidentified parties that figure into transactions referred to as ‘Company A,’ ‘Company B’ and so on. Sometimes, the identity of these would-be buyers is widely known, like the not-so-mysterious ‘Company A’ that was bidding for Sun Microsystems earlier this year before Oracle landed the faded tech star. But in most cases, the other parties are typically more lookers than buyers, perhaps trying to gather a bit of competitive intelligence on the company or the auction process itself.

So there’s nothing unusual about putting the cloak of anonymity over buyers that fall by the wayside. But, for the first time that we can recall, we recently saw the cloak extended to an adviser that had fallen by the wayside, too. In the SEC paperwork that Kana filed for its ‘fittingly imperfect’ wind-down sale, the vendor noted that from mid-2008 to mid-2009 it was advised by ‘Investment Bank A.’ When the banker left this unnamed firm, Kana vetted other banks before selecting Pagemill Partners.

We have our suspicions about the identity of ‘Investment Bank A,’ but we’re actually more intrigued to think about whether this situation is a sign of the times. Before all of the upheaval in the investment banking business, we would have found it hard to imagine a bank effectively writing off a year of work that one of its erstwhile bankers had sunk into a potential transaction. We all know that the unprecedented mayhem on Wall Street forced some changes on the investment banks that would have been unimaginable at any time since The Glass-Steagall Act was repealed a decade ago. But we were under the impression that investment banking was still a fee-based business, even if those fees are scarce across the board.

National Lampoon CEO indicted

Brenon Daly

A month ago, we wrote about one of the more unusual deals that we have seen in some time: National Lampoon picked up BarackObamaJokes.com just after the election. At the time, we noted that the acquisition was part of a larger shopping spree by the long-in-the-tooth humor site, which has inked a half-dozen deals so far this year. It was part of a make-over of National Lampoon from a licensing outfit (living off royalties from Animal House, the Vacation series and other earlier films) to one with actual operations. Additionally, we noted that the company traded on the Amex.

Imagine our surprise this morning amid reports that National Lampoon’s CEO Dan Laikin (who we spoke with around the deal) has been arrested and charged with conspiracy and securities fraud, allegedly trying to improperly inflate the company’s share price. According to the indictment, Laikin hired stock promoters to buy National Lampoon shares, as well as bribing other brokers to buy shares. Knowing that, Laikin’s final comments to us make a lot more sense: He asked if we were planning on buying any shares for ourselves.