Editor's note: "Going public"--that is, selling a company's shares to public investors for the first time--is the dream of many an entrepreneur and of the people who go to work for many of today's start-up companies. Mike Mills left his reporting job at The Washington Post in April to join one such firm as the company's vice president of business development. This is his story of participating in the company's venture into the public stock market.
Date: Wednesday, Oct. 6, 1999
Location: New York City
Our company's chief executive is about to break one of the cardinal rules of an IPO roadshow: Never attempt a live demonstration of your product.
We've implored him not to do this. Should the product, for some reason, fail to perform, the presentation is finished. To drive that point home, our chief financial officer nervously recounts a legendary anecdote from his former employer: "The guy says, 'See our new Styrofoam cup? It's lighter but stronger! Let's pour water into it.' Then, whoosh! The bottom of the cup mysteriously gives out. Show over."
But the cautionary tale doesn't sway David Oros, president and chief executive of Aether Systems Inc. Rather, it merely strengthens his resolve. So there I stand, along the wall in an auditorium at Merrill Lynch & Co.'s Wall Street headquarters, wondering whether my boss's determination will pay off or do us in.
Though our actual roadshow won't begin until tomorrow, we were reminded beforehand that this meeting--to the entire equity sales staff at Merrill Lynch, our lead investment bank--is every bit as important as our direct pitch to investors. If the demo crashes, these sales agents will hardly be enthused to get on the phone and push Aether's first publicly traded shares out the door.
There seem to be a million initial public offerings in this new economy. This is the one I--a novice business executive who, until I left in April, was a reporter for The Washington Post--got to see up close. This diary chronicles the IPO odyssey of Aether Systems, of Owings Mills, Md.
Not long ago, most people didn't know what an IPO was. Today it has become one of the fabled rituals of the Digital Gold Rush. First we will endure two months of often-excruciating drafting sessions to hone our message down to an easily digestible form for investors and regulators. Then we'll take our act on the road, zipping across the country in a leased jet, bankers in tow, playing 62 shows in boardrooms with the finest views of 19 U.S. cities.
As it happens, ours will be the busiest period of the year for public-offering tours. Along the way, we'll frequently bump into two higher-profile IPO pageants, Martha Stewart Living Omnimedia Inc. and the World Wrestling Federation--each of us traveling the same route, staying at the same hotels and pitching to the same wire-rimmed, fresh-faced investment managers.
The task at hand today is to sell Aether to the Merrill salespeople. Oros, a driven, curly-haired math whiz whose company filed with regulators to go public the day before his 40th birthday, is holding a Palm wireless computing device under the lens of a projection camera, which beams an image of the Palm to several TV monitors around the theater. The product Oros is so eager to demonstrate is a software application and service Aether built that allows customers to trade stocks and get real-time market data using the Palm and other wireless hand-held gizmos.
Though we're confident our technology works, we also know that anything could go wrong with the wireless networks our stuff runs on. The biggest fear is that the cellular signal won't be strong enough. The device registers only a faint signal. When Oros queries it for a real-time stock quote, there is a fair chance that the invisible data packets simply won't find their way through the concrete of the World Financial Center and into the auditorium. As if to up the ante, a chipper Merrill Lynch audio-video guy informs us that they're videotaping the demo to put on the Internet as part of our "virtual roadshow."
As salespeople settle into the small auditorium, Oros begins tapping at the screen of the Palm and describing the many features of his product. So far, so good. The device nimbly obeys his commands, quickly displaying the data he requests: the latest update of his stock portfolio, a 20-day price graph, news stories on specific stocks. Heads nod in approval--this is, after all, an ideal audience for such a stock-trading product.
Emboldened by his wireless high-wire act--he even programs the device to alert him when shares of Cisco Systems trade above a certain price. The three seconds it takes for the alert to trigger tick by slowly, but when the device begins chirping with the alert, we know that Dave Oros, Thrill Seeker, has skirted disaster. We also know he will tease us mercilessly for our lack of faith.
Only 62 presentations to go.
But I'm getting ahead of myself. Let me start earlier, at the Bowne printing company at 13th and H streets NW in Washington, where our prospectus--the official share-offering document--came together.
Sleepless Over the 'S-1'
Date: Friday, Aug. 20, 1999
It's 6:30 a.m. and I'm calling my wife to tell her I'm on the way home.
We've been working through the night putting the final touches on the Aether S-1 prospectus, our IPO Magna Carta to the Securities and Exchange Commission. I won't be going home to sleep, though. After I pick up milk on the way, feed my two kids breakfast, and shuttle them to school and day care, I'll take a quick shower and get back to the printer by 10 a.m. for a final day-long editing session with our lawyers and bankers.
We figure we must hit the "send" key that electronically ships our S-1 filing to the SEC by no later than 5 p.m. to meet our goal to go public by the third week of October.
About 4 a.m., little overnight bags mysteriously appeared on a table near our conference room, each containing a toothbrush, toothpaste, mouthwash and a comb. They're treating us well here at Bowne, one of a handful of large financial printing shops that compete vigorously for the job of handling all printing and distribution of materials for companies. Each tries to outdo the other in providing maximum levels of comfort to the clients that choose them. The common area outside our room looks like a millionaire's bachelor pad: A granite wet bar is stocked with soft drinks and beer, next to a living-room area with satellite TV, a pool table, a dart board, and tables displaying an endless parade of gourmet cuisine and desserts. We have no time for billiards or darts, but the food is good.
Here's the gist of the book we're writing at Bowne: We're selling 6 million shares of Aether common stock, at an estimated range of $13 to $15 per share, to raise up to $90 million. That represents about 20 percent of our company's total stock--the rest is held by Oros, 3Com Corp., Telcom Ventures Inc., Reuters America and other investors. The final share price will be negotiated between our lead underwriter, Merrill Lynch, and us, but not until the SEC gives us final clearance on our IPO filing. That, we hope, will come by the time we give our last roadshow presentation.
I joined Aether in late April after a 16-year career as a journalist, the last decade of which I had spent writing about the telecommunications industry. It was the most difficult choice I had ever faced, but ultimately I was drawn to the excitement of joining a small start-up company in a growth area of the industry. Yes, the prospect of hitting it big and getting miserably rich entered my mind. But mostly I wanted to get in early on the next stage of the information revolution.
The companies trying to transmit data wirelessly reminded me of where the wired telecom world was a decade ago: Data speeds were agonizingly slow but getting better; computer processing speeds and memory were limited but improving. Aether, to me, was an obvious target: I had met Oros a couple of times over the years and had long admired his vision of taking an early lead in creating user-friendly wireless data services for businesses.
Oros, a native of Catonsville, Md., left his job as president of Westinghouse's wireless data division in 1995 after his bosses decided not to pursue his plans to push into commercial wireless data services. With a $5,000 loan from a friend, he started Aether as a consulting and wireless systems-integration shop. By 1997 Oros and his engineers had written an application that transmitted real-time stock market data to one of the first data-capable "smart phones." Later, a similar application for the Palm platform caught the attention of Reuters America, which launched it as a product called MarketClip and invested $5 million in Aether. That drew the attention of 3Com, which invested $6 million a year ago and helped set the company on its current growth path.
Since then, Aether has grown into a full-service provider of wireless data systems and services for businesses and content providers. Today we're developing wireless stock trading and financial information services for some of the largest names in financial services, including Charles Schwab & Co., Morgan Stanley Dean Witter Online, National Discount Brokers and Bear Stearns & Co. Shortly after I arrived, Oros and some key Palm executives also formed a new company called OmniSky (jointly owned by Aether and 3Com), which two weeks ago announced a new Web and e-mail service over wireless devices.
In August, Oros and Aether's board of directors, with fingers to the winds of the market, concluded the time was right to sell shares to the public. After Oros chose our team of underwriters--Merrill Lynch, BancBoston Robertson Stephens, Donaldson, Lufkin & Jenrette and U.S. Bancorp Piper Jaffray--I was recruited to join our chief financial officer, Dave Reymann, in helping the bankers and lawyers write our prospectus. I'm Aether's vice president of business development, but those 16 years in journalism are coming in handy now.
Prospectus writing is an intense, collaborative process that requires a degree of patience, teamwork and dedication to detail foreign to most daily journalists. New "plain English" rules from the SEC drive the process. Every word is scrutinized, tweaked, poked and prodded by the dozen or so bankers and lawyers around the table. Consistency is everything. "On Page 9 we say network operations center and customer support center," says one lawyer shortly after 3 a.m. one night. "But on Page 38 we say network operations and customer support center. Which should it be?" Debate ensues.
The overriding goal is to avoid what's called "drawing a comment" from the SEC. We wanted, for example, to say we are "the leading provider of wireless data services and systems" for business customers. Our lawyers warn us the SEC is cracking down on use of "leading provider" and will likely require us to substantiate that claim, which we feel we can do. It stays in--for now.
At 5 p.m., the Bowne people bring out champagne as we hit the button to send our filing to the SEC.
Answering the SEC
Date: Saturday, Sept. 17, 1999
Location: Somewhere in Pennsylvania
Last night the SEC staff reviewing our S-1 filing faxed us their comments. Now it's time to divvy up the duties and determine how to answer each of the agency's questions. On the road up to Rochester, N.Y., for a three-day weekend visit with relatives, I pull into the parking lot of a small liberal arts college so my family can walk around while I join a conference call with CFO Reymann; our senior vice president for strategic development, Brian Keane; and our bankers, lawyers and accountants. There are 82 comments in all--not an unusually large amount, we're relieved to hear from our lawyers. Despite our pains to write clearly, some comments hit close to home, such as "You use industry jargon that is not readily understood."
Roger Patterson, our lead attorney at Wilmer, Cutler & Pickering, chides me with an I-told-you-so when we read another comment: "You state that you are a leading provider of wireless data services and systems--Please submit supplemental qualitative or quantitative documentation to support your claim. It must be clear upon what standard or measure you believe that you are a leader."
The process of answering the comments begins. So does the process of boiling down our prospectus into a visual presentation for our roadshow.
Date: Wednesday, Oct. 6, 1999
Location: New York City
Relieved that Oros's demo has succeeded in front of the Merrill sales force, we retreat into a conference room on another floor of the World Financial Center for a critique by Merrill's bankers.
We had worked on the 25-slide, 30-minute roadshow presentation for more than two weeks, hashing it out with the bankers, the lawyers and our advertising agency, Gilden Advertising in Baltimore. For every five people involved there were 10 opinions on which slides to add, which to drop, what to say and how to make it move faster.
The result is a lean, carefully scripted performance that we will repeat five times a day for the next two weeks: Carl Gardiner, our lead banker from Merrill Lynch, will introduce us and describe some of the financial particulars. After Oros shows his demo, he, Chief Operating Officer George Davis and Reymann will run through the slides explaining our company's business plan, market position and financials. I am encouraged to chime in occasionally during Q&A, but my main job is to help manage things between appointments, as presentation editor, critic and advance guy.
We thought today's presentation went well, but the bankers found lots to criticize. Sensing our disappointment as we move to leave, one equities sales manager tries to put a more positive spin on it. "I'm not saying it isn't pretty. It's just not perfect yet," he tells us. "I'm the kind of guy who looks at Cindy Crawford and sees a mole."
A Fight Over Fees
Date: Thursday, Oct. 7, 1999
During our first presentation to an actual institutional investor, IDS, an offshoot of American Express, our guys are keeping things simple.
Tensions between the Merrill folks and the other bankers are running high. Yesterday, one of the subordinate banks had suddenly demanded a higher percentage of the fee Aether would pay to the four underwriters. Merrill wasn't about to give up a cent of its take, so our CFO had to spend much of the day renegotiating "the economics" to try to meet all the demands. In the end, he found a solution that kept everyone more or less happy. At 6 p.m. we leave Minneapolis in a limousine and drive to our leased Gulfstream 3 (Aether and Merrill split the tab on travel). Strapped into leather easy chairs, we soar above the fall colors of the Midwest. With our flight attendant, Audrey, supplying drinks and entree choices of filet mignon or sea bass, we're off to San Antonio.
Good Days . . .
Date: Thursday, Oct. 7, 1999
Location: San Antonio, Houston, Kansas City
We have five presentations today in three cities. Most of our pitches during the roadshow will be to groups of one to five people around a table, with a few luncheons tossed in for dozens of investors at once. All go very well, particularly in Kansas City, where the fund managers seem to know a lot about wireless data.
I frequently remind myself that these are the people who control our 401(k) retirement plans, the faces behind the names in those boring prospectuses that everybody is supposed to read before they pick a mutual fund. Landing at Baltimore-Washington International Airport that night we were greeted on the tarmac by four chauffeurs, with four limousines idling in a row--one each for Oros, Davis, Reymann and me. Nice touch--except that we each had our own cars parked at the BWI parking lots. So we all got into separate limos and asked the drivers to take us down the road to our cars. I then got in my Camry and drove home, to spend a brief weekend with my family before leaving again Sunday evening on a train to New York.
. . . and Bad
Date: Monday, Oct. 10, 1999
Location: New York, Newark
It's late in the afternoon, and the October sun is beating down on Manhattan into the conference room. All the Diet Cokes in the world aren't going to save us now. This is our fifth meeting of the day, and the repetition is beginning to wear on us, particularly on Oros, who has been battling a persistent chest cold. As Oros delivers his pitch, it's clear that he has no audience. The three bankers across the table, who control billions of dollars of assets for a group of funds everybody has heard of, aren't even remotely listening. They're casually flipping through the prospectus, moving way ahead through the chart books or otherwise fighting the urge to doze. The momentum begins to falter. Oros's voice, already encumbered by a lingering virus, drops to a near whisper.
Finally he is finished and George begins his part of the presentation. Suddenly he is interrupted by an older guy across the table: "Isn't this just two-way paging?" he says. It's obvious he hadn't been listening to a word Oros said. George explains our business again. I begin to think they finally might be getting it. Then the guy to the right asks: "So, this wireless data thing. Is it for real?" I seriously thought George would come jumping over the table.
A Way With Words
Date: Tuesday, Oct. 11, 1999
Location: Chicago, Milwaukee, Minneapolis
Add this to the cardinal rules of an IPO roadshow presentation: Don't forget to bring the pitch. The black vinyl portfolio that contains our presentation and folds into a small easel exactly resembled the room-service menu, so I left it on the desk in the room. Had to limo back to the Ritz while the rest of the team went in to our appointment. Thankfully, they at least had paper handouts with them.
Our boys have hit a new low with their use of acronyms that their audience does not understand. During one presentation we hypnotized fund managers with references to PIMs, SDKs, PQAs, O8iLite, APIs and WML. Understanding the limited patience Oros and George have for coaching, I try to limit my critiques. But Gardiner and his associate, Michael Gordon, don't hesitate to point out the flaws in each presentation when they get back into the limo.
"Avoid saying you have a 'very powerful board,' " Gordon tells them. "Don't say APIs. Nobody knows what they are," says Gardiner. This emboldens me to chime in: "And don't say T-1," I tell George. "Say high-speed links. And replicatable is not a word. It's replicable."
Oros and George want to wring our necks, of course. To the bankers, the worst mistake would be if we said stuff during presentations that isn't in the prospectus. Things like who we're talking with or what we're planning to do. The SEC frowns upon that, and this week it delayed the IPO of WebVan Group Inc. after learning it had divulged future revenue projections during its roadshow.
Today we did seven presentations in three midwestern cities. Also today, the Dow dropped 231 points, to 10,417, wiping $190 billion from the market. We keep a watchful eye on the market, especially heading into next week. We're aware that IPOs are often delayed if the market appears too hostile to new offerings.
Misspeaking and Martha
Date: Wednesday, Oct. 13, 1999
Location: Denver, Portland
We've now given our roadshow presentation more than 25 times. The pitch has held up remarkably well, but toward the afternoon sessions the guys sometimes lapse into nonsense. George spoke of a sweat of services when he meant to say suite. Reymann talked about the describer customer when he meant to say Discover (Brokerage) subscriber. In Denver we're hot on the trail of Martha Stewart and the WWF, who were visiting the same fund managers on our schedule. At one point, our guys mistakenly boarded Martha's jet, which was leased from the same company as ours and had a similar tail number. Our flight attendant, after chatting up the other plane's attendant, learned only that Martha was eating hors d'oeuvres from the same caterer we were using.
At 12:20 p.m. we have a conference call in Denver with Merrill's sales force and roadshow coordindator, Mary Ann Deignan, back in New York. "It's very good news," she says. "We do have a quick read, and it's very positive." She rattles off several of the places we've visited already and says each of the fund managers has asked for 10 percent of the 6 million shares. "We're getting very positive signals from others," she says. The New York team also is watching the Dow closely and is increasingly jittery about what the market might do. "We're sort of swimming upstream here," she says. "But momentum is building."
I realize that this is capitalism's version of a presidential campaign. You file the papers and try not to run afoul of regulators, then you tramp across the country, pumping hands and making the same stump speeches in city after city. Finally comes Election Day--the moment when your company's ticker appears on the Nasdaq board. The major difference, of course, is that investors literally do vote their pocketbooks. The message, then, from our pollsters in the East: The early precincts in the Midwest and Southeast are reporting heavy turnout in our favor. Now we must take California.
We fly from Denver to Portland.
On the plane, we get word that those distracted portfolio managers from back in New York are finally biting: They've asked for 10 percent of our shares.
From Nice to Nerdy
Date: Thursday, Oct. 14, 1999
Location: San Francisco
Not surprisingly, we find the fund managers in Silicon Valley to be generally more focused on our technology and marketing than in the East and Midwest, where the questions are much more targeted toward the fundamentals.
At our first meeting, the portfolio managers know wireless and catch on to our story quickly. They ask good questions, like "Where do you get the confidence that you're going to make your numbers every quarter?" To which Oros replies: "We're confident because of the diversity of our customer base" and explains about our pipeline of upcoming business. We leave, feeling optimistic that we passed the audition.
The next meeting is much more of a challenge. A nerdy kid with wire-rimmed glasses pokes away at his laptop as he drills the team with questions pulled right from the "Risk Factors" section of our prospectus. "Why did you buy Mobeo [a wireless financial services provider]? Were you just buying revenue for your roadshow?" "Mr. Oros, you have a lot of stock warrants and options. What's up with that?" Then he looks up, smiles and says, "Okay, let's do it." Then the presentation begins.
Looking at him, I think: This young snot is one of the warriors of the Internet age, one of the gatekeepers who decide which companies get to play in the big sandbox and which don't. By the end of the presentation, the guy has done a complete turnaround. He's physically jumping up and down in his seat, typing into his laptop all the while, and saying things like "Cool. I get it. Great."
Wall Street Worries
Date: Friday, Oct. 15, 1999
Location: La Jolla, San Diego, Pasadena
Woke up in La Jolla, land of the wealthy, conservative, surgically enhanced beautiful people.
The Dow is getting clobbered again; it's already down 200 points today.
At one meeting, we spot Vince McMahon, pro wrestler and founder of the WWF, near the elevators. Carl strides over and gets him to sign a prospectus for Dave Oros's 9-year-old son, Erik. This makes Dave's day.
Just before we get on the plane to go home for the weekend, we have another conference call with New York from inside the limo on speaker phone (who knew limos had speaker phones?).
"We had a wretched day" on Wall Street, Mary Ann Deignan says. "It's certainly not the backdrop I'd hoped we'd have for next week. But the good news is you're still hitting pay dirt where it matters. The queue of calls is long and growing. We should be on track for Wednesday-night pricing."
We fly back to Baltimore for the weekend.
East Coast Challenges
Date: Monday, Oct. 18, 1999
Today it's raining in Boston. We're anxious about the Dow. Boston is a very important city for us--it's where the top mutual funds, including Fidelity, Putnam and Neuberger Berman, are located.
Meeting number two starts off rocky: "What has Aether done besides the Mobeo acquisition and forming OpenSky? What are you guys, bankers?"
Again, I'm impressed with how George and Oros handle these kinds of guys. They almost enjoy the challenge of turning them around.
The questions are, by and large, insightful. Here on the East Coast, it's back to fundamentals. "What's your revenue model for the sales-force automation market?" one guy asks.
One of the afternoon meetings does not go well. It's with three young guys who are fairly new to wireless data. They've decided they want to drill down on the question of who, in this world of free Internet content, would want to pay every month for a wireless stock-trading device. They don't understand our business model, nor do they try to.
A Roadshow Snag
Date: Tuesday, Oct. 19, 1999
Location: New York, Princeton
Today is the last big day of the roadshow. We'll be visiting the managers of New York's biggest funds, capped off by a lunch for 200 at the St. Regis Hotel. It's a sunny, cool day. Oros looks wan between presentations, but during each show he's on his game and very effective. I go on ahead after the first meeting to make sure things are in order at the hotel for the luncheon.
As I arrive, I find I have two hours before they'll allow us to set up in the ballroom.
So I'm alone in Manhattan with my own limo and driver and some time to kill. I'm tempted to call everyone I know as I order my driver around Midtown. But somehow I can't. Instead I tell the driver to sit tight for a half hour and I go check out a nearby music store. Then the driver takes me to meet the team at the next appointment. I spend the second hour sitting in on another roadshow pitch.
The lunch goes well, despite some panicky moments with the St. Regis's projector. We give two more presentations in the afternoon and then pile into the limo and drive to Princeton, N.J., for a dinner-time presentation to Merrill Lynch's asset-management division.
After Princeton, I limo down to Baltimore with the Merrill team. Sensing the end of the roadshow is near, we have a good time driving down, stopping for carryout burgers, shakes and fries, and watching on the limo's TV as the Yankees make their way to another World Series. Baltimore, at about 11 p.m., I get a call from Reymann. A new snag has emerged, involving the SEC requiring some last-minute changes to the final prospectus. As he fills me in, all the Merrill folks are also on their cell phones getting briefed about the problem. When we all hang up, we are near our hotel. So much for the party atmosphere.
Flip or Hold?
Date: Wednesday, Oct. 20, 1999
Location: Baltimore, Philadelphia
It's one day before the IPO. Tonight we "price" at about 5 p.m., in a conference call from Philadelphia. That means we settle with Merrill on what final per-share price they will pay for all 6 million shares of our stock, before putting it out onto the market for others to buy from them.
The Dow came back somewhat yesterday. Martha Stewart and WWF went out in a big way, each with major increases in share price. We're very encouraged. At 10 a.m. we're told we're about 12 times oversubscribed. That means there is enough demand for 72 million shares, though we're only selling 6 million. This is incredible. Clearly, today it will be difficult to keep from losing our concentration during the presentations. We're getting silly during some of them, though the asset managers seem to accept that we're bound to get a little giddy in the home stretch.
The T. Rowe Price meeting in Baltimore is helped greatly by the fact that the fund manager's brother turns out to be Oros's next-door neighbor.
On to Philadelphia for the final three presentations. On the way up, the Merrill regional sales guy tells me a little more about the delicate act of balancing "the book" with the right kinds of institutional investors. The reason we've crisscrossed the country and are trying to visit as many institutional investors as possible is clear to me: We want to spread out the shares as widely as possible so that too many shares don't get concentrated in the hands of too few institutions. Thinly traded stocks have great volatility. But it's also true that you want some flippers--investors who quickly sell their shares--otherwise, on the first day of trading nothing would happen. So the Merrill desk tries to create a syndicate of investors that includes a few who will immediately sell while also favoring those institutions that plan to keep the shares for the longer run.
I was surprised to learn that the institutions come right out and tell Merrill whether they're planning to flip or hold. Flippers who say they're flippers are given shares as a kind of favor, to get them to continue doing more long-term business with Merrill. Conversely, for any company to flip after telling Merrill it's in for the long term would destroy its credibility with an important investment bank.
The SEC isn't letting go. At 3 p.m. they've made another demand, involving a memo they want sent to all pre-IPO investors, which requires another round of negotiations between Reymann and the Merrill folks.
5:20 p.m.: The fund manager at our last roadshow stop has generously let us use his conference room as we move to final pricing. But we can't price the shares until we've received final word from the SEC that our filing has been approved, or declared "effective." Our lawyers at Wilmer in Washington phone to tell us they received word that we'll be deemed effective at 5:30 p.m. Now that it's winding down, it occurs to us that we've been too busy to think about celebrating. So Merrill's Michael Gordon makes do, rounding up some Diet Cokes and bottled water from the receptionist.
5:30 p.m.: We get the call from our attorney Roger Patterson. The SEC has declared us "effective." Then, from New York, Mary Ann Deignan delivers the final verdict: There is demand for 78 million shares, making our book 13 times oversubscribed. The whole New York staff at Merrill gets on the line to congratulate us. We returned the kudos. Talk then moves to pricing. Typically this is a final moment of haggling between banker and client--buyer and seller--with clients generally pushing a higher per-share price going out and the underwriter pushing for a lower price, ostensibly to spur more active trading and possibly push shares higher. But this time there is no haggling: Merrill recommends $16 a share, and we're happy with it. It's a buck higher than the $13-to-$15 range we started with and will bring us a paycheck of $96 million, before fees and not including extra shares Merrill has the right to purchase.
Oros now must sell the $16 price to the board. But the conference call is quick and uneventful--the board immediately embraces the pricing decision.
The roadshow is over. Oros heads back to Baltimore in a limo to recuperate. The rest of us get on the Amtrak in Philadelphia and head to New York. Tomorrow, we will visit the Nasdaq trading floor at Merrill Lynch and watch as the world's largest investment bank turns Aether Systems Inc. into a publicly traded company.
Dow? What Dow?
Date: Thursday, Oct. 21, 1999
Location: New York
I wake up at 8 a.m. in my room at the Palace Hotel, slightly dissipated from several exotic and not-so-exotic drinks the night before. Immediately I grab for the remote and tune in to CNBC. IBM is reporting disappointing earnings, which it blames on slower spending by corporate data system managers because of Y2K fears. The talking heads are warning that the announcement will drag down the Dow in a big way today. Indeed, by the time our car reaches Merrill Lynch offices near Wall Street the market has lost 187 points, with Nasdaq getting clobbered as well.
My concern about the market evaporates, however, as soon as we walk into the conference room where it all began two weeks earlier. The Merrill people are grinning uncontrollably. The price has already gone from $16 to the $20-to-$25 range in early pre-IPO trading among the "syndicate" of institutional investors. By the time we are escorted down to the trading floor, the price has reached $25 to $30. I look up and see the initials "AETH" on the internal trading board, with the latest pre-IPO price range.
We're introduced to the guy who runs the Nasdaq pit and will be singularly responsible for sending Aether public. I ask him whether the day's market activity will affect our IPO. "Not in the least," he says. "In some ways it will help. If today was a real hot day on the market, investors might think Aether's rise was due to the market, rather than your real market value." I'm feeling much better.
We plant ourselves along a high back wall, facing three descending rows of people in front of flickering color computer screens.
Occasionally our hosts, or the floor traders, would shout out buy and sell orders for Aether. Merrill is trying to reach some sort of pricing equilibrium with the institutional share owners before springing the stock onto the retail market, but Aether keeps rising. The 11 a.m. launch time is pushed back by 15 minutes. Noise on the floor rises as Aether climbs to $40. Then $45. Then $50.
We are in disbelief. The Merrill people look back proudly, but also with some concern: Merrill, whose job it is to "make the market" for Aether shares, has run out of shares to sell and must actually buy back thousands of shares at the higher price in order to sell them again to eager buyers. This is good for us, less good for Merrill, which, despite the millions it will make off this deal, has also just left millions more on the table by pricing it far below the apparent market demand.
After a while I've lost track of time and I'm not sure whether Aether has actually hit the retail market. But then I look up at the TV monitor: There is Aether's logo behind the anchorman, and the ticker and price "AETH 50" is scrolling past across the bottom of the screen. Someone else sees it and shouts, "Look! There you are!"
Suddenly it becomes real. We are launched--at a 213 percent increase over the price we settled on last night.
That day we closed at $48.43 3/4. A week later we received a check from Merrill Lynch for around $102 million, after fees and other payments.
Today, Aether is a company with a market value well north of $2 billion. Dave Oros, George Davis, Dave Reymann, and other longtime company members and board members are suddenly multi-, multimillionaires. I too have done extremely well--at least for someone who just arrived at Aether seven months ago. But, as my wife is quick to remind me, so far it's not even paper wealth--it's more like vapor wealth. My options vest gradually over several years--and most everyone else at the top of the company has a 180-day "lock-up," meaning they cannot sell any of their vested options for at least six months.
Anything can happen between now and then. Aether's shares closed trading Friday at $80.25. To some extent we control our destiny, but to a large degree we are now captives to the vagaries of the stock market. Like a presidential candidate who has just won a landslide victory, we have a mandate to carry out our campaign promises. We have every confidence we'll achieve our goals. But, like every publicly traded company, we will suffer if we don't meet our numbers every quarter. And even if we do, we're all aware that Wall Street has been known to withhold reward to even the most deserving companies.
On the Merrill Lynch trading floor, Reymann stares at the screen and says: "We've just paid the greens fees. Now it's time to get out there and start hitting."