IPO Prospectus Drafting:

 

Friends and Family - 

Not Getting Theirs Anymore?

 

9/19/05 –  Is the notion of taking care of your friends and family waning in IPOs? The year-to-date percentage of IPOs disclosing a directed or reserved share (“family and friends”) program is at its lowest point in the last five years.

 

As disclosed in the final prospectus, these programs reserve shares typically for employees, directors, and their family members. The program may also disclose further that friends, vendors, and business associates may also participate.

 

One phenomenon which could partially explain the drop in the use of the reserved share programs is the recent surge in blank check offerings (SIC Code 6770). These offerings as a class skew several deal statistics like directed share programs.

 

For instance, blank checks, by nature, do not include secondary shares in either the offering or the overallotment. Aggregate numbers and the percentages calculated from them understate, then, the incidence of the sale of secondary shares in recent offerings. Almost 35% of the 156 IPOs this year have sold secondary shares in the offering, approximating the percentage exhibited last year of 35.6%. If blank checks are factored out, this percentage climbs to 39.7% versus a likewise adjusted percentage of 37.3% for 2004.

 

The same holds true for the percentage of IPOs with directed share programs. Blank checks have no employees, and disclose that they do not intend to have employees until a business combination is effected. This in itself obviates the need or desire to adopt a family and friends program in the offering.

 

However, factoring out blank check offerings, the year-to-date percentage of IPOs disclosing a directed share program still does not hold up to prior years’ percentages. If one excludes the 20 blank check companies and reduces the year-to-date total to 136 offerings, the resulting percentage with directed shares climbs to 53.7%, just shy of equaling 2003’s percentage of IPOs with such programs. Even modified year-to-date statistics continue to be the lowest in several years.

 

IPOs

Disclosing Directed

Share Programs

By Year

Year

No. of IPOs in Period

Percent

Reporting

Directed Share Program

2001

99

64.7%

2002

92

64.1%

2003

87

55.2%

2004

253

57.7%

2005*

156

46.8%

* January 1 through September 16, 2005

IPO Vital Signs Subscribers see, IPO Vital Sign

#486. IPO Directed Share Programs -

Quick Stats on Over 50 IPO Topics

 

Top Ten

IPO Directed Share Programs

By Number of Shares

IPO Issuer

   SIC Code

Offer

Date

Total

Shares

Offered

(000)

Shares

In Program

(000)

Huntsman Corporation

   2800 Chemicals & Allied Products

2/10/05

60,227.3

3,011.4

PanAmSat Holding Corporation

   4899 Communications Services

3/16/05

50,000.0

2,500.0

Wright Express Corporation

   7500 Services-Automotive Repair, Services & Parking

2/15/05

40,000.0

2,000.0

Seaspan Corporation

   4412 Deep Sea Foreign Transportation of Freight

8/8/05

28,570.0

1,999.9

Celanese Corporation

   2673 Plastics, Foil & Coated Paper Bags

1/20/05

50,000.0

1,500.0

Alpha Natural Resources, Inc.

   1221 Bituminous Coal & Lignite Surface Mining

2/14/05

29,500.0

1,475.0

Valor Communications Group, Inc.

   4813 Telephone Communications (No Radiotelephone)

2/8/05

29,375.0

1,468.8

Prestige Brands Holdings, Inc.

   2834 Pharmaceutical Preparations

2/9/05

28,000.0

1,400.0

Enterprise GP Holdings L.P.

   4922 Natural gas Transmission

8/23/05

12,600.0

1,386.0

Refco Inc.

   6200 Security & Commodity Brokers, Dealers, Exchanges & Services

8/10/05

26,500.0

1,325.0

IPO Vital Signs Subscribers see, IPO Vital Sign

#795. IPO Directed Share Programs -

IPO Issuer Profiles and the Going Public Process

 

 

This year, the largest directed share program by percentage has been Enterprise GP Holdings L.P., a provider of midstream services (processing, storage and transportation) to producers and consumers of natural gas. Citigroup and Lehman Brothers lead managed the offering which went public August 23 and raised $352.8 million. Not only was it the largest by percentage of shares reserved, but as disclosed on the prospectus cover and in the “Underwriting” section, some of the reserved shares were not subject to the underwriting discount (see table for disclosures). No other IPO this year has had such a disclosure for their program.

 

Enterprise GP Holdings L.P., 424B4 , filed 8/24/05

FRONT COVER – footnote to Offering Table: (1) The underwriters will not receive any underwriting discount or commission on (i) 1,821,428 units offered directly by us to a partnership affiliated with EPCO, (ii) 357,143 units offered to other entities controlled by Dan L. Duncan and (iii) 178,571 units offered to O.S. Andras, a director of Enterprise Products GP, LLC. Accordingly, proceeds to us (before expenses) include the full per unit initial public offering price of these units. See “Underwriting.”  

UNDERWRITING: At our request, the underwriters have reserved up to 11% of the total underwritten units offered by this prospectus as part of our directed unit program. These units will be offered at the initial public offering price to certain persons who are directors, employees or officers or who are otherwise associated with us and will include 178,571 units offered to O.S. Andras, a director of Enterprise Products GP, and an aggregate 357,143 units offered to entities controlled by Dan L. Duncan, the Chairman of our general partner and EPCO. Any units not purchased in the directed unit program will be offered by the underwriters to the general public on the same basis as all other units offered to the public. The underwriters will not receive any discount or commission on the aggregate 535,714 units offered to O.S. Andras and the entities controlled by Dan L. Duncan in our directed unit program. We and our general partner have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sale of the units to the participants in the directed unit program. Certain additional officers, directors and related parties purchasing units in the directed unit program, including Messrs. Michael Creel, Richard Bachmann, Randall Fowler, Edwin Smith, Robert Phillips, James Teague, James Lytal, James Collingsworth, Gil Radtke, Lynn Bourdon, William Barnett, Philip Jackson and Richard Snell, may each purchase units with a value in excess of $60,000.

IPO Vital Signs Subscribers see, IPO Vital Sign

#795. IPO Directed Share Programs -

IPO Issuer Profiles and the Going Public Process

 

 

Eleven percent of the Enterprise GP offering of 12,600,000 shares was reserved for the directed share program, amounting to 1,386,000 shares. As stated in the company’s directed share disclosure, not all of the program participants’ shares enjoyed a reprieve from the underwriters’ discount.

 

IPO Vital Signs subscribers can also review Lead Manager offering policies by using the following links:

 

IPO Vital Signs Subscribers see, IPO Vital Sign #866. IPO Directed Share Programs (Summary) - IPO Deal Element Rankings by Lead Manager

 

IPO Vital Signs Subscribers see, IPO Vital Sign #867. IPO Directed Share Programs (by Lead Manager) - IPO Issuer Profiles and the Going Public Process

 



© CCH INCORPORATED 2005. IPO Vital Signs includes all U.S. market IPOs, including REITs and non-U.S. headquartered IPO issuers, except for 1) closed-end funds; 2) best-efforts, self-underwritten, and direct offerings; and 3) IPOs filing under form SB-2 with an offering amount of less than $5 million. All fees are estimated and taken from Part II of the final amendment if not disclosed in the final prospectus.