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Google IPO Open for Registration

Jon Shoberg writes "Google IPO is open for bid registration. From the front page: 'A registration statement relating to Google's Class A common stock has been filed with the Securities and Exchange Commission but has not yet become effective. Google's Class A common stock may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Google's Class A common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. No offer to buy shares of Google's Class A common stock can be accepted and no part of the purchase price can be received until the registration statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time until the notice of acceptance is sent after the effective date. Of the shares to be sold in Google's initial public offering of Class A common stock, 14,142,135 shares will be issued and sold by Google and 10,494,524 of the shares will be sold by the selling stockholders.'"

42 of 152 comments (clear)

  1. *sigh* by bigattichouse · · Score: 3, Insightful

    A convoluted advertisement for the upcoming IPO... of which I will probably not be able to afford - even *with* the Dutch Auction.

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    meh
    1. Re:*sigh* by Eccles · · Score: 5, Insightful

      even *with* the Dutch Auction.

      I think the Dutch auction works against the investor, and in favor of Google.

      Think about Netscape, VA Linux, Red Hat, and other such IPOs. They initially sold at a low price, and the stock skyrocketed the first day. People who got in at the IPO price and sold shortly thereafter made out like bandits -- heck, overall they probably made more than the companies. With Google's approach, there's no reason to expect much of an opening day vault, as the opening ask price comes from the auction price, and who would suddenly pay much more for the stock (once it's in general trading) than they would have shortly before (during the auction)?

      Google has a scheme that allows them to pocket all that opening day enthusiasm themselves. Very smart, but there's little reason for small investors to care about the IPO itself as a result.

      Not that I know that much about investing and IPOs, mind you.

      --
      Ooh, a sarcasm detector. Oh, that's a real useful invention.
    2. Re:*sigh* by xmas2003 · · Score: 3, Interesting
      I would also suggest that the Dutch Auction works "against" the financial firms bringing firms public.

      For "classic" IPO's, the individual investor has a very hard time getting in on the ground floor - i.e. the folks getting most of the offerred shares at the actual IPO prices are the financial firms handling the offering ... and their best buddies/clients - think Frank Quattrone.

      So THEY are able to "flip" the shares first day and make a buncha money ... whereas the individual investor typically can't get in until after the POP, when most of the movement is done ... and as noted, the company only gets proceeds at the opening price, not the POP price ... so it is in the financial firm's interest to price as low as possible.

      This is why the offering firms aren't too keen about a Dutch Auction ... and it takes someone like Google (who has broad interest) to pull it off. It does seem like they will get one heck of a premium for their stock - note that as often incorrectly noted, it is not the share price that really matters, but the company valuation - i.e. how many shares of stock (total, not offerred) times the share price that is significant - in this case, the number is on the order of 30+ billion dollars - lotta money for a search engine, even a darn good one!

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      Hulk SMASH Celiac Disease
    3. Re:*sigh* by JJahn · · Score: 3, Interesting

      Correct, this IPO is for people in for the long-haul. If you're looking to get in fast and get out even faster and make some money, Google is not for you. Its not for me either, but thats just because I try to stay away from IPOs (especially tech IPOs) no matter how cool they sound.

    4. Re:*sigh* by dhovis · · Score: 5, Interesting

      Actually, the Dutch auction works in favor of the small investor AND Google.

      In traditional IPOs, the company sells itself to several investment banks at a value below the expected fair market value. These banks sell those shares to their best customers. Sometimes they even give out shares with the stipulation that the investor that received those shares must buy more shares at market price when the stock goes public (an illegal practice that drives up share prices). Once the stock goes public, the share price usually rockets (because it is undervalued) and the investment banks are free to sell their stock and pocket the difference. The company issuing the stock gets none of this money, even though it is part of the "perceived value" of the company at the point of the IPO. This system really benefits the investment banks and their big investors, to the detriment of the company issuing the IPO and small investors.

      Small investors usually can only buy the stock when trading goes public. Most small investors are lucky to get in the first day, and by then, the price has skyrocketed. With the Dutch auction, every investor is on equal footing. If you are willing to buy 10 shares at $100, you will win out over somebody willing to buy 100,000 shares at $90. Everybody who gets the stock will buy it at the lowest price at which all share will sell, so if you bid $135 and the final price is $103, you will get the shares you bid for at $103, the same as everyone else.

      FWIW, the estimated market cap for Google, based on those share prices, is more than McDonalds, but roughly the level of Yahoo. Is Google worth as much as Yahoo? That is for you to decide. If you think that those prices overvalue Google, don't buy. If you think Google is going to grow to be a $30 billion company in the next decade, then it is a very good investment. You decide...there are always risks in buying stocks.

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      --
      The internet is the greatest source of biased information in the history of mankind.

    5. Re:*sigh* by TopShelf · · Score: 2, Interesting

      Well written. Another point to note is that since the IPO price is the lowest that sells the total number of offered shares, by definition you have a number of players in the market who would have gladly payed more than the IPO price for Google's stock. So there's very good reason to expect upward trading on IPO day...

      --
      Stop by my site where I write about ERP systems & more
    6. Re:*sigh* by Fortunato_NC · · Score: 5, Informative

      An IPO is *supposed* to be a financing event. It's only with the dotcom boom that a perception has arisen that the IPO is when you "cash-out" of a company. Traditionally, a company would consider an IPO to raise cash for expansion - it's a means to and end, not an end in itself.

      The way Google is conducting their IPO indicates that they view it as a traditional financing event - the higher the IPO price, the more money that's available to the company to expand and grow. In Netscape's IPO, for example, the stock may have closed at $80 at the end of the first trading day, but Netscape itself only realized the $14/share that the offering was priced at. You can bet your bottom dollar that despite all the hype, someone was getting his butt chewed for leaving $66/share on the table. Google's auction doesn't eliminate the possibility of something like this happening, but it does reduce it significantly.

      --
      Blogging Weight Loss, Distance Education, and more at verlin.com
    7. Re:*sigh* by Scarblac · · Score: 2, Interesting

      If you think Google is going to grow to be a $30 billion company in the next decade, then it is a very good investment.

      Now it's not. For it to be worth $30 billion at the moment, it should be worth $30 billion now. If it grows to that size in ten years, you have a profit of 0% over ten years, which is miserable.

      --
      I believe posters are recognized by their sig. So I made one.
  2. Re:can I have some clarification by groupthink · · Score: 2, Funny

    Means... "you're poor, they're rich". duh

  3. Interesting... by Short+Circuit · · Score: 3, Insightful

    He goes to great lengths to say it's a solicitation, when it's pretty close to being an advertisement.

    1. Re:Interesting... by smooth+wombat · · Score: 3, Informative

      The above may sound like an advertisement but what Google has posted is standard boilerplate language. When dealing with securities and 'advertising' them you are simply putting the word out that company X has such-and-such securities which you as the public may want to purchase.

      Yeah, I know, talk about semantics. Having worked in the financial industry for a time I can tell you there are other oddities that neither you nor I would think of. For instance, did you know that giving a stock quote is considered selling and that if you are not licensed you cannot, legally, give a quote to someone?

      --
      We will bankrupt ourselves in the vain search for absolute security. -- Dwight D. Eisenhower
  4. Prime Stock by Aggrazel · · Score: 5, Funny

    If you add those two numbers together, the number you get is 24,636,659 ... which happens to be prime.

    1. Re:Prime Stock by zhenlin · · Score: 2, Interesting

      That's not the only thing, they planned to raise e * 10^9 dollars from this IPO. Bless the geeks at Google, for they may not be there anymore...

  5. I don't like the idea by Anonymous Coward · · Score: 5, Insightful

    With all the hype surrounding this IPO it is sure to drive in some individual investors who would otherwise not commit themselves to such a high level of risk.

    This is one of the rare times when an indivudal without millions in worth will have the opprunity to purchase shares from a company's public offering.

    In my opinion any individual who purchases these shares is not doing themselves any favor. What is the goal behind buying any? Priced between 108-135 the odds of GOOG appreciating in value anytime soon after the IPO are slim.

    Even in their SEC filings they admit in the risks section that they face increasingly greater compettition. They are not immune anymore and I would not want to myself to buy any of these shares nor would I like any family members.

    1. Re:I don't like the idea by bergeron76 · · Score: 2, Informative

      Then go for something more sane, like Linspire, Inc. They just priced at $9-11 per share for the August 11th IPO (the day after Google's).

      --
      Don't think that a small group of dedicated individuals can't change the world. It's the only thing that ever has.
  6. Re:can I have some clarification by rwiedower · · Score: 5, Informative

    Here's some information on how an IPO works. As for what google means, that's just silly.

  7. U.S. Person by rwiedower · · Score: 2, Funny

    Thanks to google, I finally know what a U.S. Person is!

    Who knew a "branch of a foreign entity located in the United States" counted?

  8. Rolling in dough by hrbrmstr · · Score: 5, Interesting

    OK, so 2,4636,659 shares * $135.00USD = $3,325,948,965USD

    Is it just me, or are we back in the dot com shenanigans?

    Google. 3 *billion* USD. Not worth it (to me at least).

    Then again, I'm just a lowly engineer.

    Why not more shares and lower price so those of us who *made* Google what it is could have had at least one share?

    Sigh.

    --
    Mind the gap...
    1. Re:Rolling in dough by hrbrmstr · · Score: 3, Interesting

      Yep. I saw the market cap #'s. What fundamentally amounts to being an advertising placement firm (free search, free e-mail, free news is not a business model) is trying the same boondoggle.

      My bet is that the share price drops down to double digits by next year.

      boB

      --
      Mind the gap...
    2. Re:Rolling in dough by ortholattice · · Score: 5, Interesting

      If you are interested in this, remember that the public is getting only a tiny fraction of the 268 million shares outstanding. Several of the officers and directors will each individually own more than the entire public offering combined. See the prospectus. If indeed it fetches around $135 per share, it will create quite a few instant multibillionaires. Now, is this a fair price, or is everyone getting caught up in the hype? I certainly have respect for Google. But if you're thinking of using your money to make these guys obscenely rich, you should at least read the prospectus very, very carefully before making your decision.

    3. Re:Rolling in dough by TopShelf · · Score: 2, Informative

      If you look at the prospectus (hahhahaha) the number of outstanding Class A shares after the IPO will be 36,995,863. That is the number which you must multiply by the share price to get a market cap. If they get $120, for example, that works out to well north of $44 Billion. Is it worth it? I can't say for sure. What I can say for sure is that there will be many people bidding on this stock that have no grasp on the actual market that Google is operating in, and whether their growth is sustainable for any length of time.

      My bet is that the IPO goes for somewhere around the asking price, but on the first day of trading shoots up to around $150.

      --
      Stop by my site where I write about ERP systems & more
  9. $4 / share by Anonymous Coward · · Score: 2, Insightful

    "... of which I will probably not be able to afford - even *with* the Dutch Auction."

    Wait a couple of years. It's not totally unlikely that you could buy it for, say, $4/share in 2 years ... or maybe even less.

    1. Re:$4 / share by Chess_the_cat · · Score: 2, Insightful
      You don't understand. Parent just wants an opportunity to get rich quick.

      Once Google goes public and has to start answering to shareholders you'll start to see Google's dominance come to an end. Just in time for Microsoft's search engine to take over. Beautiful.

      --
      Support the First Amendment. Read at -1
  10. Why No Internationals??? by Tr0mBoNe- · · Score: 3, Interesting

    I, being a Canadian, would be interested in buying 1 stock. Just for saying I owe approx. 1/14000000th of half of google. But because I am not a U.S. Person, I am stuck owning a small portion of Nortel stock and a little of Air Canada. (canadians would know why I'm kinda bitter about those)

    Yarr.

    --
    while(1) { fork(); };
  11. I'm so confused! by goldspider · · Score: 3, Funny

    What are we to think of Google now that they are becoming a publicly traded for-profit corporate conglomerate? Instead of serving the anti-establishment community, they have become the establishment, serving only rich white guys with stock prices out of reach of the common man! They have become everything that Slashdot hates!

    --
    "Ask not what your country can do for you." --John F. Kennedy
  12. way overpriced by JarrodMJ · · Score: 5, Insightful

    What does a search engine need with $3.3 billion other than $$$ for the board members? I love google as much as anyone but I won't be buying their stock....unless it is in a mutual fund or stock index fund.....

  13. Wimpy by Anonymous Coward · · Score: 3, Funny

    I'll gladly pay you Tuesday for some Google stock today!

  14. here we go again... by CptTripps · · Score: 5, Interesting

    Ok, cross everything you have two of. This could be REAL good, or REAL bad for the tech sector. I, like many others, lost my ASS on Palm when they IPO'd. I only wish I'd have waited a DAY, instead of buying immediately. My $2,000 got me a whopping 11 shares, that turned into 1.1 shares 6mos later when they had a 1-for-10 split. Now it's worthless...

    Lesson learned...

    --


    My .sig can beat up your honor student.
    1. Re:here we go again... by NineNine · · Score: 2, Insightful

      The lesson that you should have learned is that you should not buy a piece of a non-profitable company. That was a stupid gamble.

  15. With $3BN.. by rf0 · · Score: 4, Funny

    Google could buy a 10% stake in Yahoo. Now that would be fun to watch

    Rus

    1. Re:With $3BN.. by scottennis · · Score: 3, Insightful

      I don't think this should have been modded "funny".

      My guess is that Google will use the money to start an acquisition binge. Might not be Yahoo, but start looking around at who you think Google might like to buy. (then buy their stock if they are public) You certainly don't need $3 billion dollars to improve search functionality.

  16. When the share price falls by Albanach · · Score: 3, Funny

    When the share price falls can we get the folk suing RedHat to start a class action suit against Google too? After all, these tech sahres are only supposed to go upwards are they not?

  17. Google isn't Dot Com Bubble... by Anonymous Coward · · Score: 2, Insightful

    They are making money.
    They do have a stranglehold on the market.
    The geeks will still be in charge, The Dutch Auction proves it. I'm sure we've read all the article from Wall Street moaning about how they are getting treated like a B*tch by Google.

    We only have to worry if we see the Google-Bowl or a SuperBowl TV Ad.

  18. Here is the real reason for the IPO by tijsvd · · Score: 5, Funny
  19. (Teenage girl filter ON) by Chagatai · · Score: 5, Funny
    "Hi! Like, we're Google, and we have totally told the SEC that we want to be on the stock market! Ohmygosh! Totally! We're not doing it yet, just like Marsha Mrady, but we will soon! Now, we're not like telling you to buy our stock, but if you really want to, you can totally do it soon! For sure! We're gonna sell, like, 14 million shares, and our totally groovy people who already have, like, 10 million shares, are going to put it all up! This is so cool!

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    --Chag
  20. Comment removed by account_deleted · · Score: 4, Insightful

    Comment removed based on user account deletion

  21. No you're not by Anonymous Coward · · Score: 2, Insightful

    Canadians can buy any stock they want from any country. You can even have some international stocks in your RRSP. The US pushed for years to make sure that Americans could buy anybody else's companies. Of course the rules work in both directions and sometimes Uncle Sam finds that annoying.

    There are exceptions. Air Canada for instance. There is a rule that says that 51% of its stock has to be owned by Canadians. The same rule applies to ownership of Canadian media. Of course in the quantities that you and I can buy stocks, such rules don't affect us.

  22. business model by esarjeant · · Score: 4, Insightful

    Keep in mind that Google has additional avenues of business available to them. Not only have they built some phenominal search technology, but they have also demonstrated the versatility of Linux and the GooOS at maintaining a vast sea of computing hardware.

    In the future it may be a Google-inspired operating system that we run for our enterprise computing tasks. The Google Search Appliance is a targeted business to test the culmination of this technology as a consumer product.

    Time will tell, but I suspect this is a more robust company than the dot-bombs of the mid 90's. As always, skip the IPO and pickup stock after the initial boom cycle has given way to bust. Don't forget to read the prospectus and do the math to figure out what the company is *really* worth.

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    Eric Sarjeant
    eric[@]sarjeant.com

  23. clsses of shares by Sivaram_Velauthapill · · Score: 2, Interesting

    Google issuing multiple types of shares is very lame. I'm neither interested in buying the company nor do I have the money, but having common shares with very little voting power, while having another voting class that is held by the insiders is old school. It's very unusual in the tech industry and it is very elitist.

    --
    Sivaram Velauthapillai
    Seeking the meaning of life... @slashdot of all places ;)
    1. Re:clsses of shares by Sivaram_Velauthapill · · Score: 2, Insightful

      lol that's true :) A lot of people seem to be content to let the owners control it well into the future; while another bunch don't like the ownership plan...

      My point is that you don't need to have these special shares. The founders already own a huge chunk of Google and if they want to keep control of it, they can keep their shares (as opposed to selling it). By creating the special shares, the founders want both: control and wealth. The first is achieved by owning the class B (or whatever) shares, while the latter is achieved by selling the common shares.

      In the short term none of this will matter. But the long-run is another story. The time will come when the owners will do a bad job and have to be replaced. If they owned voting rights then they will always control the company. Short and medium term investors wouldn't care about the voting rights but long-term ones will definitely do.

      --
      Sivaram Velauthapillai
      Seeking the meaning of life... @slashdot of all places ;)
  24. Damn... by jdtanner · · Score: 2, Funny

    ...I just checked my washing label and I'm not a 'U.S. Person' :-(

  25. Re:Floating was lesser of two evils by Anonymous Coward · · Score: 2, Informative

    I'm Australian, so I could be way off base

    Let me help you out (btw, how's winter this year?):

    I don't think Google are floating to raise capital, which was the original reason to float a company.

    Nope. Lots of companies are subject to the filing requirement and stay private; although you still have to file, you're not subject to an ungodly number of corporate regulations such as Sarbanes-Oxley, not to mention intense accounting scrutiny. Corporate governance insurance is also much, much cheaper, keeping overhead down for the (existing) investors. There are even companies that are "going private" to avoid the hassle - see Cox's annoucement today, for example.

    As I understand it (and I could be wrong), the co-founders of Google were under intense scrutiny by Mike Moritz at Sequoia and John Doerr at Kleiner Perkins - their VCs - to take the company public. You see, these VC firms vie for the title of "greatest ROI" - and in order for these guys to shop around the "we're #1! we got a 30,000% return on our GOOG investment!" claim to the pension funds, they need the company to list.

    Once Google goes public, employees will cash out and leave (see: Netscape) - which is why the co-founders really didn't want to go ahead with this, but basically have no choice. It also adds undue scrutiny on them - sure, they're worth $8B in paper worth, but in reality it's a lot better to make $100m a year in cold hard cash while maintaining a low profile; that way you don't have to worry about getting kidnapped while vacationing in St. Tropez.

    The only people who will benefit from this move are the VCs.

    Microsoft didn't float to raise capital either. The problem they had, which is why they were forced to float, was an informal "stock market" sprung up within the company. This is either illegal or frowned upon by the US business regulators.

    Nope. Gates probably took the company public due to 1) youthful vanity (no other way to gain the title of "world's richest man" - which, by the way, is a lie (see, for example, King Fahd of Saudi Arabia, who spends $8m a day in expenses - $3B a year)); 2) extreme harassment from greedy investment bankers / existing shareholders. Gates obviously learned that it was a mistake, as he is on record saying that one of his greatest regrets was taking MSFT public.

    Lots of employee-owned companies have "internal stock markets." If I remember correctly, SAIC is a good example.

    In conclusion - my advice to all budding entrepreneurs is this - money is only useful when you can do something with it. When everyone knows you've got money, suddenly you are restricted in your options, as you are being scrutinized. Come up with something that people want to buy, sell it to them, make a lot of money, and shut up. The less your competitors and the general public know about you, the less complicated your life is - and the safer you are.

    Oh yeah, and never take VC.