Two Cheers For The Google Ipo
By Joseph Nocera

(FORTUNE Magazine) – A few hours after Google began trading on Nasdaq--with the stock over $100 a share, up almost 20% from its $85 IPO price--we put in a call to William Hambrecht to gauge his mood. At 69, Hambrecht is a Wall Street renegade; back in the day, he co-founded the tech-oriented investment firm of Hambrecht & Quist, but more recently he's become perhaps the most visible spokesman for Dutch auctions--the very method Google had just used to go public. Although CSFB and Morgan Stanley had co-led the deal, Hambrecht's current firm, William R. Hambrecht & Co., had acted as an advisor to Google and had been one of the firms through which individual investors could bid for Google IPO shares.

As you may have noticed from reading the coverage leading up to the Google IPO, Wall Street hates Dutch auctions. With good reason: If the Dutch auction ever becomes the norm, investment banks will lose millions in underwriting fees. Almost all of Google's missteps leading up to the IPO--the foolish Playboy interview by Google's co-founders; the failure to register some pre-IPO stock; the high early price estimate put out by Google, followed by the somewhat embarrassing lowering of the price estimate--was somehow blamed on the method Google had chosen to go public, usually by anonymous Wall Street investment bankers muttering darkly to the Wall Street Journal. Then, after Google began trading, critics claimed that the auction had failed because Google hadn't raised as much money as it had originally hoped--and because the stock had had that 20% aftermarket "pop." (Part of the appeal of a Dutch auction is that the process will establish a "true" market price from the moment a stock starts trading--and eliminate the egregious one-day run-ups that characterized so many Internet IPOs.)

Hambrecht, however, was pretty sanguine about the whole thing. "I think it worked," he said. "Think about Google's objectives. It wanted its 100 million user base to have access to its IPO, and it did that. It wanted to get rational price discovery, and it did that too. They believed in a rational bidding process, and that's what the auction gave them."

When you stop and think about it, he's right. All the controversies that swirled around Google in the days leading up to its IPO could have happened just as easily with an old-fashioned Wall Street underwriting. Indeed, the IPO might not have even happened had Google gone the traditional route. The combination of Google's mistakes, investor skittishness, and a deteriorating market might well have caused a Wall Street underwriter to advise Google to fold its tent. "In this market, to raise $1.4 billion and establish a $23 billion market cap--that's pretty good," says tech entrepreneur Randy Komisar. "You could argue that it only got done because of the auction." Adds Hambrecht: "The fact that Google reset its offering--that's not a weakness of the auction, that's a strength." Google was getting what the market was giving it--no more and no less.

If anything, the real problem with the Google IPO is that the company succumbed to Wall Street pressure more than it needed to. While individuals used such firms as Hambrecht's to bid for shares, the Wall Street firms managing the deal insisted that the big buy-side institutions go through them. And those institutions were the ones demanding, in Hambrecht's words, "a discount." Hambrecht says that individuals bidding for stock through his firm were averaging around $97 a share--remarkably close to the first-day closing price. But the institutions didn't come in until they knew they were getting a price that was likely to pop right away. Old habits die hard.

So now the question is: Will other companies follow Google's IPO route? My own guess is, not anytime soon. Deserved or not, all the bad publicity Google received is likely to scare away others that might have been tempted to use a Dutch auction. But Hambrecht, who's been fighting this fight for nearly a decade, is more optimistic. "When people really think through what the auction accomplished and what Google did--that they got it done and the price was fair and that the market, not the underwriter, decided the price--I think it will be a strong, persuasive case," he says. "Companies are going to have to look at this." --Joseph Nocera