Coupa IPOs — and Pops
There was another successful tech IPO last Thursday. From the Wall Street Journal:
Shares of Coupa Software Inc. more than doubled in their stock market debut, lifting the company’s market capitalization to more than $1.5 billion and marking the latest billion-dollar tech company to make a splash going public.
Last week data-center infrastructure company Nutanix Inc. also pulled off an IPO with a market cap twice as rich as investors made it in its last private valuation. Together, the Nutanix and Coupa deals gives late-stage investors confidence that high valuations can still be profitable if those gains hold.
[...]. Coupa Software, whose software tools help businesses manage spending, had priced its shares at $18 apiece on Wednesday night, at the high end of its expected range of $16 to $18. Shares opened on the Nasdaq at $35, then rose as high as $41.61 in the first hour of trading, eventually closing at $33.28.
[...].
Anyhow, like Nutanix, Coupa's stock popped in a big way, leading to the usual outrage on Twitter that banks were unfairly enriching themselves and their clients at the startups' expense and demands that the system change. That, though, is quite unlikely to happen — and it's not clear that startups would be better off if it did.
Why (Most) IPOs are Under-Priced
First off, there has been a lot of (inconclusive) academic research into IPO underpricing, which is usefully summarized in this New York Times DealBook column. The theory with the most empirical support is basically "lemon theory":
The information asymmetry theory assumes that the I.P.O. pricing is a product of information disparities. This theory takes a variety of forms, but the most influential one was put forth by Kevin Rock almost a quarter-century ago. He theorized that uninformed investors bid without regard to the quality of the I.P.O. Informed investors bid only on the offerings they think will gain superior returns. But with weak I.P.O.’s only uninformed investors will bid and lose money. The losses are so great that the uninformed investors will eventually leave the I.P.O. market…The underwriters, however, need the uninformed investors to bid since informed investors do not exist in sufficient number. To solve this problem, the underwriter reprices the I.P.O. to bring in these investors and ensure that uninformed investors bid. The consequence is underpricing.
The whole article is worth a read, but what I am more interested in is why there is very little movement to change matters and, as long time Stratechery members might suspect, this leads me to incentives.
Under the current IPO system there are four relevant actors when it comes to IPO pricing: the company's managers, the company's shareholders (which obviously overlap with the managers), the investment bank, and institutional investors who are invited to bid on shares in what's known as the "book-building" process. Looking at the incentives of each of these actors is, I think, pretty illuminating as to why "pops" are the norm:
- The company's managers receive a massive amount of benefit from a stock "pop": first and foremost, a "pop" builds a very positive narrative about the company's prospects and gives a big cushion for the first several earnings calls. In addition, a "pop" is very good for morale: remember, employees can't sell for 180 days until after the IPO, so they care about the actual stock price, not the IPO offering price. On the flipside, an IPO that is overpriced is disastrous for management: the company is immediately under immense pressure to deliver on quarterly earnings, and it is much more difficult to take advantage of one of the big upsides of being public — using stock for acquisitions (I think this is one reason why Facebook didn't buy Waze; whether that would have been a good move is a separate discussion).
- Stockholders also benefit from a stock pop. Remember, only a very small portion of stock is made available in an IPO (usually around 10%). Many investors continue to hold stock after the IPO, which means they are in fact the biggest beneficiaries of a "pop". And, on the flip-side, a stock that is flat or under pressure hurts those held shares.
- It is the investment bank that is arguably most in the middle here: on the one hand, they receive a commission for the IPO, which theoretically incentivizes them to push for higher pricing. Plus, the bank in question wants to earn other IPOs. On the other hand, the institutional investors that buy the IPO are the banks' long-term clients (i.e. long-term moneymakers), which means the banks are incentivized to do good by them as well (i.e. get a lower price). I think most critics of IPO pricing are right that the banks' desire to serve their long-term customers outweighs their desire to do right by a company who is a one-time client, but again, there is at least a semblance of balance here.
- Institutional investors motivations are very clear cut: they want a pop. Buying a stock that appreciates like Coupa's did is some of the easiest money they will make, and if they truly believe in the company, than the managerial benefits (narrative, cushion) are helpful as well.
Notice the bias: every single stakeholder is helped by a stock "pop", and everyone is hurt by the opposite. Given that, it comes as absolutely zero surprise that that is exactly what happens.
Granted, under a "pop" scenarios, that 10% of stock that is sold does not garner nearly the amount of money that it should, and that is a loss for shareholders and the bank's reputation. But the key point is that IPOs are not a static event: they exist in the context of what is hopefully the long life of a company, and from that point of view, missing out on a few dollars that can be raised in follow-on stock offerings at the higher price simply doesn't balance out the incentives of everyone involved. If a mistake on pricing is made, it is in everyone's interest that the price be too low rather than too high, so naturally it always is.
Das sagt eigentlich alles...