While their hockey team is warming up for its season opener, Washington Capitals owners Ted Leonsis and Jonathan Ledecky have started practicing their moves in the game that got them to the National Hockey League -- building new businesses.
Jon and Ted's entrepreneurial adventure is a gestation-stage Internet company called E2ENet Inc., which will be known in cyberspace as e2enet.com just as soon as it gets its World Wide Web site built.
Building Web sites is one of the things E2ENet plans to do after it grows up and completes the initial public offering of stock that was filed with the Securities and Exchange Commission last week. The company hopes to raise $161 million by selling 11.5 million shares for $14 each.
The venture is headed by Robert Smith, who built America Online Inc.'s Digital Cities network of local-interest material and worked closely with Leonsis, president of AOL's Interactive Properties Group.
E2ENet is not the usual Ledecky roll-up, in which a batch of companies are consolidated on the premise they will be more efficient working together. E2ENet is patterned on Internet Capital Group Inc., a Pennsylvania company that is one of the year's hottest IPOs, and CGMI Inc., the Massachusetts investment company that has backed such Web hits as AltaVista and GeoCities. Internet Capital went public at $12 a share in August; its stock closed at $92.12 1/2 on Friday.
The idea for all three companies is to finance and nurture Internet start-ups with the hope they will mature into big hits.
At E2ENet, Smith has acquired a pair of "infrastructure" companies that have the skills needed to build and operate Web businesses; he has found five "partner" companies so far. They range from an online craft fair for the macrame set to an urban Web site launched by veterans of Motown and Def Jam records.
The company is so early in its life cycle that its own Web site still has an "under construction" sign on it. An Internet company filing for an IPO before it even creates its Web site is a sign of just how fast netrepreneurs are moving these days. And the willingness of investors to put money into a company so early in its life cycle is a confirmation that Wall Street still loves Internet IPOs -- even when they come with Ledecky as baggage.
Persuading investors to risk their money on his unproven new ventures is the chief accomplishment of Ledecky, who has taken so many companies public that he calls himself a "serial entrepreneur." Like his hockey players, however, Ledecky's IPOs have yet to build the winning tradition that gets your face on a cereal box.
Ledecky's first company, U.S. Office Products Co., grew into a billion-dollar-a-year operation faster than any business in Washington history. But the global conglomerate proved to be unprofitable and wound up being unwound into five separate companies after Ledecky moved on to the next chapter in his serial career.
Since then Ledecky's IPOs have included U.S.A. Floral Products Inc. of Washington, which went public at $13 a share in October 1997 and now is trading for $2.68 3/4; Unicapital Corp., a Florida equipment financing company that went public in May 1998 at $19 and closed Friday at $3.31 1/4 a share; and OneMain.com Inc. of Vienna, a collection of rural Internet service providers, the stock of which has slipped from its IPO price of $22 a share in March to $16.12 1/2.
Unlike some earlier ventures in which he served as a top executive and board member, Ledecky is merely a founder and bankroller for E2ENet. To get the company off the ground, he loaned it $10 million in May, to be repaid from the IPO proceeds.
The IPO also will produce an instant payoff of $18.2 million for Ledecky, who is E2ENet's biggest shareholder, holding 1.3 million shares for which he paid a penny each. The quick payoff on the stock is not directly related to Ledecky's loan to the company, but often investors who bankroll start-up companies get stock as well as interest on their money.
Ledecky in the past has bristled at suggestions his previous IPOs have made more money for him than for stockholders, noting that he still owns millions of shares of the depressed stocks of his IPOs.
The E2ENet stock offering document shows he gets one special benefit in this offering. All the other insiders signed lock-up agreements preventing them from selling any of their shares until 180 days after the IPO; key executives agreed to even longer lock-ups -- up to two years.
Then there is Ledecky: "Mr. Jonathan Ledecky has agreed to a similar lock-up with E2E with respect to his shares, except that he has the right to transfer his shares as part of a pledge, hedging or similar transaction during his lock-up period," the SEC filing notes.
The permission to "pledge" his shares would allow Ledecky to use the stock created by the E2ENet IPO as collateral for the loans he has signed to buy his share of the Caps.
The document does not explain what is meant by "hedging or similar transaction," but Wall Street has come up with several "similar transactions" that allow executives to get around lock-ups.
Merrill Lynch & Co., among others, has developed "hedging" plans that allow execs to lock in the price of their stock at the peak without actually selling the shares before the lock-up expires. Washington Redskins owner Daniel M. Snyder used one of those transactions and drew heat from stockholders who said his deal depressed the price of Snyder Communications Inc. stock.
It is impossible to determine from the prospectus exactly what Ledecky might be allowed to do with his stock and impossible to predict what he will do, but it's a nice hedge if you can get it and Ledecky is the only insider who qualifies for it in the E2ENet offering.
Though Leonsis is the other big name in the E2ENet offering, he, like Ledecky, has a limited role in the company. AOL sources say Leonsis's most important accomplishment was putting Ledecky together with Smith, who has turned Ledecky's concept into a company. Instead of becoming a director, Leonsis chose to become one of a half-dozen members of an advisory board that will help pick "partner" firms.
E2ENet is not the first Ledecky company that Leonsis has been involved in. Last December he became a director of U.S.A. Floral, which is trying to assemble a national wholesale distribution network for fresh flowers and steadily losing money in the process. Though the E2ENet prospectus, dated Sept. 17, identifies Leonsis as a director of U.S.A. Floral, AOL officials said he resigned last month.
As of last spring's annual meeting, Leonsis owned 72,800 shares of U.S.A. Floral stock. It's not possible to tell from public records when Leonsis bought his stock or what he paid for it, but since he went on the board the shares have wilted. The stock was around $12 at the beginning of this year, but hit an all-time low of $2.59 3/8 on Thursday. If Leonsis's loss has been in the $9-a-share range, he has dropped something like $650,000.
Leonsis's involvement with E2ENet has raised some eyebrows among AOL employees about possible conflicts with his day job. AOL corporate policy restricts executives' investments in other companies -- a common practice in Silicon Valley and other high-tech bastions.
When Netscape founder Marc Andreessen announced earlier this month that he was leaving AOL, the restriction was cited as one of the reasons. High-tech execs exude business ideas the way some athletes ooze testosterone, and Andreessen let it be known that he wanted to be able to dabble in new ventures on the side.
Noting that Leonsis is neither a board member nor a shareholder in E2ENet, an AOL spokesman said his involvement with the company is not considered a conflict. As a practical matter, if AOL is going to let Leonsis run a hockey team in his spare time, starting up a few Net ventures shouldn't take up much more of his workday.