Consider
Going Private


THE ORPHANING
OF CORPORATE AMERICA


by Fred G. Jager

   Strange, isn't it? Sun Microsystems trades at 26 times cash flow. Yahoo! Inc. trades at 780 times cash flow. Yet 60% of all public companies trade at less that six times cash flow. Why is that?
    Any study of the Russell 2000 quickly uncovers the answer. If you company is a "not com," as opposed to a "dot com," with a market capitalization of $250 million or less, the odds are excellent that there are one or fewer analysts covering the stock. In fact according to Bruce Krogstad, the Managing Director of Issuer Services for NASDAQ, "Fully half of the NASDAQ listed companies have zero analyst coverage."
    As the stock market continues to grow, analysts as well as investors and market makers have moved upstream to larger companies. NO analyst coverage means virtually no investor knows about the business. As a result, try as the company will, it tends to staying the "less than six times cash flow" trading rut.
    Dot coms are not immune either. In 1999, there were 447 e-commerce companies that filed to go public. Picture this ... how many of those will be successful public firms in 18 months? Will there be 50 that survive independently? Probably not.
    The reality is that in order to re-create stockholder value, a fundamental recapitalization of the company must take place. Equity must move away from an under-whelmed public and in the hands of those who will better appreciate it, namely a larger company that will acquire this firm or management
backed by private equity group who will take he company private. Companies usually go public in order to raise capital by selling stock, and then have the stock as a medium of exchange to attract and hold employees, as well as for use in mergers and acquisitions. However, if you company is one of the too-common "fallen angels," and the value of your stock is depressed (60% of all public companies trade at less than six times cash flow), employees with worthless options leave, new hires are hard to find, money doesn't get raised, and acquisitions cant be effectively financed.
   Last year, 165 US-based public companies went private. So did 45 in the UK and 22 in Continental Europe. There is every evidence to support that trend dramatically increasing this year. Going private is usually a win-win-win situation. Given the going-nowhere circumstance of the majority of the public stock market, the public sellers win because they normally get bought out at a premium. The new investors win because they get good value for their investment. The management and employees also win because they obtain new capital, less public spotlight pressure and a new lease on commercial life.     So, what is the single most important step for a public company in order to go private? Well, that's a great topic for the next article.

Fred Jager is CEO of Hunter Wise Financial Group, LLC. Investment Bankers, Newport Beach. www.hunterwise.com
 


Reprinted with permission from the Orange County Business Journal