The red herring: Where is in the IPO process now?


The red herring: Where is in the IPO process now? We got some new information about the IPO on Monday, June 15, when the interactive service provider filed its preliminary prospectus for its IPO. It will offer 7 million shares of for “between $13 and $15 per share,” according to the document. Assuming shares go for $14, will raise $98 million.

Monday’s announcement comes about three weeks after its May 22 IPO S-1 filing with the SEC, which was valued at $75 million. Here’s my report on that filing.

Why did the value of the IPO change in three weeks and what’s the prognosis here? To get up to speed on’s  IPO process and what to expect in coming weeks, I made a few calls to some friendly finance mavens for an IPO primer.

Below is what I learned.

The first step, which took on May 22, is the filing of its S-1 with the SEC. That’s the 250-page tome that commandeered my office printer for a while and is now sitting on a shelf in my office. As part of the filing, has to provide various required documents to the SEC and to the other organizations. They also have to choose underwriters.

Who are these underwriters?  They’re investment banks that agree to underwrite or take risk on the new shares. In the case, the underwriters are –well, about every bank you’ve ever heard of: Goldman, Sachs & Co.; Credit Suisse; BofA; Merrill Lynch; Stifel; Raymond James; William Blair; and Imperial Capital.

What do the underwriters do? It’s their obligation to stand behind the stock in the IPO process. They weigh in on the preliminary prospectus, particularly on the business description. Did I mention that the preliminary prospectus is a second 250-page document, which I did not print out.

Between the S-1 and the preliminary prospectus, the estimated value of the IPO went from $75 million in the S-1 filing to $98 million in the preliminary prospectus. That jump represents what the lead underwriter believes the market will bear.

The preliminary prospectus has another name. It’s called a “red herring.” Not a very flattering name for a document you’re going to base an investment on, if you ask me. But that’s because I didn’t know the third definition of red herring until today.

Here are three possible meanings for a red herring:

1. A smoked fish, which is red and has a pungent smell.
2. Something intended to divert attention from the real problem or matter at hand; a misleading clue.
3. Also called red-herring prospectus. Finance. a tentative prospectus circulated by the underwriters of a new issue of stocks or bonds that is pending approval by the U.S. Securities and Exchange Commission: so called because the front cover of such a prospectus must carry a special notice printed in red.

Now we’re ready for the next step: The road show. “Red herring” in hand, the underwriters and folks visit big cities and talk to investors about how great is.

The roadshow will last one- to two weeks while underwriters "build a book"—that is, compile a list of potential investors. Their goal is to build the book to well beyond what they need to sell. So if they have to sell 7 million shares, for example, they want to get orders of more than 7 million. That’s because in the aftermarket, there are people who may flip the stock for a small profit.

Most of the stock will still be owned by the management and their private equity investors. Those guys cannot sell the stock for a certain period of time—roughly 150 days.

Typically an IPO represents only 25- to 40 percent of the value of the company sold to the public. The public shareholders are the ones who could possibly flip the stock. Still, it’s good to have lots of orders for the stock above and beyond what’s required. It stabilizes the price in the case of flippers.

Once the underwriters are comfortable that the book is robust enough, the IPO happens.

About a week after the IPO, the final prospectus comes out and anyone who owns stock gets this final prospectus.  It is no longer a red herring! It includes information on final commissions, who sold what stock, disclosures about how much the underwriters got paid, and ultimately the net proceeds. and the underwriters are in road trip mode now. If all goes well the IPO should happen by the end of the month. In the first week or so of July, we should have a new and improved number on the value of the IPO and the fully diluted market value for

According to the red herring prospectus, the common stock to be outstanding after this IPO will be 44,846,440 shares. The underwriters will get a 30-day over- allotment option to purchase up to an additional 525,000 shares.