不理华尔街是非，Google上市成功

Ignore Wall St's whining Google's IPO worked

When Google went public yesterday, it immediately became one of the most highly-valued companies in the world. Sergey Brin and Larry Page, its co-founders, are now billionaires (at least on paper). And the company raised an immense pile of cash that will stand it in very good stead as it faces an increasingly competitive future. You might think, then, that Google's initial public offering was a success. But that is far from the message from Wall Street and much of the financial press. They prefer words such as “debacle” and “amateur hour” to describe Google's performance. On this view, Google looks like a runner staggering across the finish line, out of breath and gasping for water.


The obvious reason for describing Google this way is that the company had to cut the price of its share offer and reduce the number of shares that would be sold. Wall Street has interpreted this as evidence that Google's decision to circumvent the traditional IPO process going directly to investors with a “Dutch auction” instead of allowing an investment bank to underwrite its shares was a terrible mistake. Had the company just given itself over to the Street's warm embrace, everything would have turned out fine.

This is undoubtedly a comforting story for investment bankers to tell themselves as they cling to their lucrative sinecures. But it is, to put it politely, bunk. In the first place, Google's valuation is, by any standard, a quite healthy one. When the company first announced it was planning to go public, most estimated that the company would end up with a market cap of $15bn to $25bn. When it went public yesterday, it was worth $23bn. And while the company did have to mark down its price from the initial range it had suggested back in April, that was almost entirely the result of the minor meltdown in technology shares over the past few months. If Google's unorthodox methods have had any impact on the company's stock price, it is only because they forced Wall Street into a concerted whispering campaign designed to sabotage the IPO. It is hardly a coincidence that the company that has most directly challenged Wall Street's stranglehold on the capital-raising process is also the company that the Street has spent the most time attacking in recent months. It is also clear that much of the bad-mouthing we heard before the IPO came from money managers looking to talk down the company's price so that they could get a better bargain. One of the more laughable aspects of the whole Google circus, in fact, has been the false sanctimony about “valuation” coming from money managers who happily bought Cisco when its market capitalisation was $400bn and from Wall Street investment banks that bid internet stocks up to billion-dollar market caps. We can be forgiven for thinking that something other than devotion to the principles of Warren Buffett is at work here.

It is also, in some deeper way, a sign of how some of the frenzied stock market reasoning of the late 1990s continues to deform our thinking. The market is, at least in part, a mechanism for allocating capital (and during an IPO, that is exactly what it is). The better it does that job, the better the economy as a whole will be. What that entails is getting prices roughly right. If prices are right, then there will be no free lunches for investors. The great virtue of the Dutch-auction model is that it gets us closer to what people are really willing to pay than the process in which a coterie of investment bankers sit in a room and say “$16 a share”, like central planners proclaiming that orange juice will sell for 60 cents a pound. If you have any faith in the intelligence of markets, then Google's decision to go to investors directly should be applauded.

Wall Street says that Google's performance demonstrates that the Dutch-auction model does not really work. But compared to Wall Street's usual performance, it is a glowing success. The traditional method of taking companies public is rife with conflicts of interest, in which investment banks have clear incentives to hold down prices. A company going public should have one goal: to raise as much capital as possible. The investment bank it is partnering with should have that interest in mind, too. But investment banks have multiple customers they want to keep happy, including clients (who want to get in on the offering at low prices) and institutional investors. That is why people such as Bernie Ebbers of WorldCom made $11m in no-risk IPOs in the 1990s: doling out favours to him was a good way for investment banks to win business from his company. It is also why institutional investors made decisions about which banks to use for trades based on which banks let them into hot IPOs.

The truth is that the Google IPO worked. Google went public without the assistance of a major investment bank and without handing out favours to well-connected executives. It now has hundreds of millions of dollars in its coffers that it would not otherwise have had.
不理华尔街是非，Google上市成功

昨天Google刚一挂牌上市，就成为全世界市值最高的公司之一。其共同创建人谢尔盖?布林(Sergey Brin)和拉里?佩吉(Larry Page)现在已经是亿万富翁(至少在帐面上是如此)。公司筹集的巨额现金，使其在面对未来日益加剧的竞争时，处于非常有利的地位。你可能会认为Google的首次公开发行是一次成功。但是来自华尔街和金融报刊的消息远非如此。他们更愿意使用“大混乱”和 “业余”之类的措辞来描述Google的上市过程。按他们的观点，Google看来像是一个蹒跚地跨过终点线的跑步选手，上气不接下气，气喘吁吁地要水喝。


以这种方式描述Google的表面原因，是这家公司不得不削砍了其股价，减少了将要销售的股票数量。华尔街将此解释为Google所犯严重错误的证据，这个错误是该公司决定绕过传统的IPO(initial public offering，首次公开发行)程序，以“荷兰式拍卖”直接与投资者们打交道，而不是让某家投资银行承销其股票。假如Google公司投身于华尔街的热情怀抱，就会万事如意了。

投资银行家们在紧抱自己那份报酬丰厚的闲差之际，若能对自己这样讲故事，无疑会感到宽慰。但客气一点说，这不过是空想。首先，以任何标准来衡量，Google的估价都相当健康。该公司刚刚宣布它在计划上市的时候，大多数人估计它将达到150亿到250亿美元的市值。昨天一挂牌，其价值便达到了230亿美元。虽然比照它在4月份的最初定价范围，它确实不得不下调了价格，但这几乎完全是由于近几个月科技股小滑坡所致。如果说Google的非正统(上市)方式对其股价有任何影响，那也只是因为这种方式迫使华尔街一致投入悄悄的诋毁运动，企图破坏这次IPO。最直接地挑战华尔街掌控筹资活动的公司，也正是华尔街近几个月来花费了最多时间加以攻击的公司，这很难说是一个巧合。同样明显的是，在Google首次公开发行之前，我们所听到的坏话大都出自投资经理，他们企图“唱衰”该公司的股价，以便从中渔利。事实上，整个Google“杂耍场”上最可笑的一个现象，是投资经理们以及华尔街投资银行对于“估价”的伪善面孔。这些投资经理们在思科公司(Cisco)市值为4000亿美元时，乐意买下了该公司的股票；而华尔街各投行对互联网股的估值，曾高达数十亿美元。我们可以认为，在这里起作用的并不是沃伦?巴菲特(Warren Buffett)投资原则，而是其他别有用心的因素。

更深入地看，这也是一种迹象，表明90年代末期的某些疯狂的股市逻辑，还在继续扭曲我们的思维。至少在某种程度上，股市其实是一种资本分配机制(IPO期间则绝对如此)。股市将资本分配的工作做得越好，整体经济形势也就越好。实现这种状况需要让股价基本适当。如果股价适当，投资者就得不到免费的午餐。相比投资银行家们闭门造车式的操作方法，荷兰式拍卖的很大优点是，它更能接近人们真心愿意付出的价钱。投资银行家们在决定上市报价时，会坐在一个房间里，说“每股16美元”，如同一群计划经济决策者宣布橙汁将卖每磅60美分。假如你对“市场智力”(intelligence of markets)还有任何信仰，那么Google直接诉诸投资者的决策应当得到喝彩。

华尔街说，Google的表现证明荷兰式拍卖方式不能真正奏效。但与华尔街上的一般表现相比，这其实是一次闪光的成功。公司上市的传统方式充满了利害冲突，各投行存在压低价格的明显动机。公司上市应该有一个目标，那就是尽可能多筹资。理论上，与上市公司合作的那家投行也应该牢记这种利益。但是投行往往有众多顾客需要取悦，包括客户(他们希望在低价股票上市时分得一杯羹)和机构投资者。正因如此，WorldCom公司的伯尼?埃贝斯(Bernie Ebbers)这类人，才会在90年代该公司的无风险IPO中赚得1100万美元。对投行而言，让伯尼?埃贝斯这样的老总个人获利，是从他领导的公司赢得业务的好办法。出于同样原因，机构投资者会根据哪家投行让他们介入热门的首次公开发行，而决定委托哪家投行进行交易。

事实是，Google的首次公开发行是成功的。Google没有依靠某一家大投行的帮助，也没有向人脉广的企业主管提供好处，就挂牌上市了。相比其他方式，它的金库里现在多了数亿美元。

Google的IPO等待SEC放行

Google Awaits Official Word To Begin Trade

Google Inc.'s bid to become a public company remained in a holding pattern late Tuesday after the Securities and Exchange Commission didn't provide formal approval for the company to begin selling shares, as the company had requested.

Such approval could come from the SEC as early as Wednesday. The reason behind the delay wasn't immediately clear. Some investors fretted that it was related to an SEC inquiry into Google that the company disclosed Monday, but experts said it could be the result of a simple delay in compiling final IPO paperwork.

Google and its lead underwriters for the initial public offering of stock had planned to announce the offering price Wednesday, with the shares to begin trading Thursday on the Nasdaq Stock Market, according to people familiar with the matter. Last-minute glitches, including further SEC delays, could alter those plans. The Mountain View, Calif., Web-search company wouldn't say anything Tuesday about the bidding or the likely IPO price.


"As of close of business today, the Google registration statement was not effective," or granted approval, said SEC spokesman John Heine.

The company Monday disclosed that the SEC was conducting an "informal inquiry" into some Google options grants and share issuances in recent years. On Friday, Google conceded that an interview with its co-founders published in Playboy magazine could raise issues concerning "quiet-period" rules, though a person familiar with the matter said the SEC gave Google permission to go ahead with its offering after Google modified its prospectus. The SEC and the company wouldn't comment on the reason for the latest holdup.

Some experts guessed that it could be a logistical glitch. "The most likely thing is that there needed to be filed additional final information with respect to the pricing and/or the final prospectus, and they didn't get it in in time," said David Martin, partner at Covington & Burling and former head of the SEC's Corporation Finance division. Mr. Martin said he doubts the delay is related to the SEC inquiry or any similar enforcement issues, since it would take some time for the SEC's enforcement division to act upon them.

The development sent Google watchers scrambling to figure out the auction's status and the implications for trading. Paul Bard, an analyst at IPO research and investment company Renaissance Capital in Greenwich, Conn., said the SEC holdup came as little surprise in such a high-profile deal and would likely result in only a short delay.

"My instinct is that Google already knows where they're going to price it, but they can't publicly state that until they get the green light from the SEC," he said.

If all goes as planned, the IPO could value Google at as much as $36 billion, based on its own estimates. The stakes of the company's two young founders, Sergey Brin and Larry Page, will likely be worth billions of dollars following the offering.

LONG & SHORT


? SEC Should Do Away With Quiet Period




While Google was expected to close the bidding Tuesday night, the SEC delay apparently left the auction open. One investor said subsequent to the SEC news, he submitted a new, lower bid for the offering. Some questioned whether the delay was a Google tactic to provide time to collect additional bids.

Some analysts and investors said they believe a significant number of investors, large and small, decided to sit out the IPO auction because of concerns about the process and the ultimate price. They said those investors may begin buying Google's shares when they start trading, providing a flow of demand in the wake of the biggest IPO of the decade and more support than expected in the first days of trading. "There is going to be some demand that people wouldn't have expected otherwise," said Scott Kessler, equity analyst at Standard & Poor's in New York.

Absent any real information, Google watchers speculated about the next steps. Some interpreted Google's initial plan to end the bidding Tuesday, after just three business days, as a signal that it was pleased with investors' interest. Google set the deadline, however, to encourage professional investors to submit offers after they had expressed reluctance to bid in the auction's first few days on the hope of getting more information, according to a person familiar with the situation. The company had originally discussed leaving the auction open for as long as 10 days, according to people familiar with the matter.

In addition, Google has promised to update the prospectus on file at the SEC if it expects the shares to sell for a price below or 20% above the $108 to $135 range it has estimated. The absence of such an amendment to date suggests the shares could price within that range.

At the same time, several investors and analysts watching the process speculated that consumer participation in the auction remained low and institutional investors were slow to place their bids. Many consumers have said they were turned off by the high estimated share price and brokerage rules restricting access to the offering to more experienced investors. Institutional investors have griped about a lack of guidance from the company about its future business prospects.


The $50 million Jacob Internet Fund was among those watching from the sidelines Tuesday. Research director Darren Chervitz said the fund will consider buying Google shares after the IPO, depending on where it trades. He said the low end of Google's estimated price range was around the maximum price where he would consider buying. Add in other uncertainty around the offer, and he decided on a wait-and-see approach. "Why step in when you just don't know whether it's going to be a disaster or a great success?" he said.

Barb Chase, 56 years old, abandoned her plans to bid earlier this month when she realized the two brokers she uses aren't among the IPO underwriters authorized to accept bids. The reference librarian in Medina, Ohio, whose stock portfolio is valued at about $12,000, said she instead hopes to buy some shares once Google starts trading.

Kevin Landis, chief investment officer at Firsthand Capital Management in San Jose, Calif., said he didn't bid because he also hopes to snap up shares later. "We now have the opportunity to see where the market will take [the stock], and there's a decent chance we'll get a better deal that way," Mr. Landis said.

Google's unusual share auction differs from traditional IPOs, where investors historically were assured of a quick profit in the first day of trading. Underwriters generally priced those IPOs below where they thought the market demand was, to ensure a first-day pop that most deem necessary for an offering to be considered a success. But, with Google's auction, the share price will be determined based on investors' bids. Google and the lead underwriters have said they will sell shares near or at the highest price at which they can sell all of the 25.7 million shares on offer, based on investors' bids for specific quantities of shares at specific prices.

Indeed, the company warns in its prospectus that buyers could be afflicted by the "winner's curse," a phenomenon whereby its share price could decline quickly after the offering, as successful bidders seek to unload some of their shares. Any flood of orders from investors choosing not to bid in the auction could ameliorate that effect.

Although the high price range has kept some individual bidders out of the auction, some potential investors are still excited about the prospect of owning Google stock. Even Matthew Rhodes-Kropf, who specializes in auction theory at Columbia University's business school in New York, didn't follow his own advice to bid what Google is worth. He placed an order Friday for 100 shares at $120 each after determining that he didn't have the resources or the skill to value the company. "I'm doing what mom-and-pop investors around the country are doing -- I'm winging it," he said.
Google的IPO等待SEC放行

至本周二晚间，Google Inc.的公开上市计划依然悬而未决。美国证券交易委员会(Securities and Exchange Commission, 简称SEC)并未如Google所愿正式批准这项计划。

SEC的正式批准最早有望于周三公布。目前还不清楚SEC为何推迟了Google上市的审批进程。一些投资者担心这与Google周一披露的消息有关。但专家们认为可能只是最终文件的起草被耽搁所致。

据知情人士透露，Google及其牵头承销商本应在今天公布IPO募股价，股票明天在那斯达克市场上市交易。但最后关头的变故，例如SEC再度推迟审批过程，都可能改变Google的上市进程。这家位于美国加州山景城的互联网搜索引擎公司昨天没有透露任何认购以及IPO价格方面的消息。

SEC发言人约翰?海涅(John Heine)说，周二收盘前Google的登记声明都不会生效，也就是说SEC不会正式批准。

Google周一披露，SEC正在对该公司前几年发放股票期权和发行股票的相关事宜进行“非正式调查”。Google上周五还承认，公司的两位共同创始人接受《花花公子》(Playboy)杂志采访一事可能违反了“沉默期”的有关条例。但知情人士透露，在Google修改了招股说明书之后SEC已准许其推进上市进程。不过，SEC和Google都不愿对目前的耽搁予以置评。

一些专家认为，很可能是文件传送这个环节出了问题。Covington & Burling的合伙人、SEC企业财务部门的前主管大卫?马丁(David Martin)认为，最有可能的就是Google需要提交与定价以及/或者最终募股书有关的更多信息，但最终文件未能及时送到SEC手中。马丁认为，IPO延迟同SEC的调查以及类似的法律问题无关，因为SEC一时还无法对Google采取法律行动。

Google上市受阻的消息刚一传出，观察人士就争相分析这会对Google的股票拍卖以及交易产生哪些影响。IPO研究和投资公司Renaissance Capital的分析师保罗?巴德(Paul Bard)称，Google上市万人瞩目，因此SEC的推迟并不意外，这很可能只是暂时的。

他说，凭直觉就知道Google对定价已经有了明确的想法，但在SEC正式批准之前不能公开披露。

如果一切进展顺利，按照Google自己的估计，其IPO规模将高达360亿美元。Google上市后，两位创始人赛吉?布林(Sergey Brin)和拉里?佩奇(Larry Page)的身家将一举达到数十亿美元。

Google原定于昨晚结束竞标，但因为SEC的耽搁而延长。一位投资者表示，听说此事后他又提交了一份价格更低的标书。一些人甚至怀疑，这只是Google的一种战术，目的是延长时间以便争取到更多投标。

一些分析师和投资者表示，出于对拍卖过程和最终发行价的担心，大部分投资者，不论是大机构、还是小散户都不会去竞标认购Google的股票。但他们会在该股上市交易后追买，为Google上市后的股价带来超乎预期的支撑。标准普尔(Standard & Poor's)驻纽约的股票分析师斯科特?凯斯勒(Scott Kessler)认为，上市后市场对Google的追捧程度可能会出乎意料地强劲。

由于没有确切消息，关注Google的人士只能猜测未来的进展。一些人认为，仅仅过了3个工作日Google就打算在周二结束竞标过程，可见Google对投标结果感到满意。但据一位知情人士透露，Google制定截止日期是为了鼓励专业投资者参与竞标，因为他们在竞标开始前几天都不愿投标，而是期待获得更多信息。另据知情人士透露，Google最初打算把拍卖过程持续10天。

此外，Google已承诺如果预计发行价较108-135美元预期区间低或高出20%，它将修改提交给SEC的招股说明书。但至今为止Google并未作出这类修改，表明发行价有可能落在该区间之内。

同时，很多持观望态度的投资者和分析师推测，参与拍卖的散户投资者仍然很少，机构投资者对竞标也不太积极。很多散户投资者已表示如此之高的预期价格令人望而生畏，而严格的经纪法规又限制了某些资深投资者对IPO的参与。机构投资者对公司缺乏远景规划这一点也一直抓住不放。

管理5,000万美元资金的Jacob互联网基金(Jacob Internet Fund)就是周二的旁观者之一。该基金研究经理达伦?谢尔维兹(Darren Chervitz)称，他们将考虑在Google上市交易后买进该股，但要视交易情况而定。他说，预期价格区间的低端是他能够接受的最高价格。加上围绕拍卖还有很多不确定性因素，他决定采取观望态度。他说，“当你还不知道这将是一场灾难还是一次伟大成功时，为什么要轻举妄动呢？”

现年56岁的巴布?蔡斯(Barb Chase)在得知她的两家经纪商并不在有权接受竞标的承销商之列后，于本月初放弃了她的竞标计划。这位俄亥俄州的图书管理员表示，她宁愿在Google刚开始交易时买进一些股票。她的股票投资组合价值12,000美元。

加州圣荷塞Firsthand资本管理的首席投资长凯文?兰迪斯(Kevin Landis)说，他没有参与竞标，也是想在股票上市后再行买进。兰迪斯说，“这样作可以有机会看到股市是否接纳Google，也就更有把握。”

Google的股票拍卖与以往可以让投资者在上市首日迅速获利的IPO方式截然不同。通常情况下承销商会把IPO价格定在低于市场愿意承受的水平，以确保股票在首日交易中上涨，彰显IPO的成功运作。但Google的IPO价格却要由投资者竞标决定。Google及其牵头承销商已表示，拟发行的这2,570万股股票，他们将根据投资者在特定价格提交的特定数量的投标，在接近或达到最高价时卖出。

事实上，Google在招股说明书中警告称，竞标买家可能会被“赢家的诅咒”(winner's curse)所困扰，即股票上市后可能迅速下跌，因为成功的中标者会设法卖出部分股票。不过未参与竞标的投资者发出的后续买单越多，这种效应就越不明显。

尽管高昂的价格区间令很多散户投资者望而却步，但仍有很多潜在投资者对Google的股票前景兴奋不已。甚至是哥伦比亚大学(Columbia University)纽约商学院的拍卖理论教授克罗普夫(Matthew Rhodes-Kropf)也并没有按照他自己的理论去评估Google的价值。他想通了自己并没有判断Google价值的足够依据或技巧，于是在上周五以每股120美元的价格竞标100股股票。他说，“就像那些老头儿老太太一样，我也是一时兴起就买了。”

Google向华尔街低下了高傲的头
How Miscalculations and Hubris Hobbled Celebrated Google IPO

Google Inc. may have needed Wall Street after all.

The Web-search giant's quest to reform the Street through an unconventional initial public offering backfired, as Google yesterday sharply cut the size of its stock sale and then set an IPO price far lower than it had anticipated: $85 a share.

A combination of Google's own hubris, stubborn investors and a deteriorated technology market transformed what was billed as the hottest IPO of this short century into a rather messy affair. The auction closed late yesterday afternoon after the Securities and Exchange Commission declared the IPO effective. After reviewing the bids, Google late yesterday set the $85 price. That was 37% lower than the top of the $108-to-$135 it had declared to regulators last month as the expected range.

The price "says that a type of auction going out to the public like this is a failure because it raised uncertainties to such a level that people backed away," said Matthew Rhodes-Kropf, an auction theorist at Columbia University's business school in New York. By creating uncertainty, it "got Google a worse price than they could have gotten using a standard mechanism," he said. Mr. Rhodes-Kropf had himself bid last week, at $120 a share, but he revised that yesterday to $95.

HURDLES FOR GOOGLE


? Confusion over Dutch auction

? Underwriters' varying bidding rules

? High initial price range

? SEC inquiry over unregistered shares given to employees

? Flap over Playboy interview, "quiet period"

? Recent tech-stock weakness

? Traditional August doldrums


Source: WSJ research



The price was also at the bottom of a reduced range of $85 to $95 a share that the Mountain View, Calif., company had indicated earlier yesterday. Google declined last evening to comment on its lowered price.

Earlier in the day, Google had announced that investors and company insiders, including young co-founders Sergey Brin and Larry Page, were more than halving the number of shares they planned to sell, because of a lower expected price. Google's two main venture-capital investors, which initially planned to sell 4.5 million shares, pulled back from selling entirely. The IPO ended up including a total of 19.6 million shares, down sharply from the 25.7 million expected until yesterday.

Google also disclosed yesterday that the SEC had requested more information concerning a possible "quiet period" violation related to an interview of the founders in Playboy. SEC rules bar companies from making comments that could be interpreted as soliciting interest in an IPO. There may be more regulatory problems to come. A person familiar with the matter said the SEC's separate inquiry into unregistered shares and options issued by Google in recent years includes examining whether it violated financial disclosure regulations for a year or longer as a result. Google declined to comment.

The result yesterday was a far cry from the great expectations, built up over the months and weeks leading up to the IPO, that demand for Google's shares would help reignite demand for new tech stocks and pioneer a way for new companies to do an end run around Wall Street's old cozy ways. Instead, investors scrambled to place or lower their bids early yesterday following Google's announcement in the morning. Meanwhile, those who hadn't signed up for the offering last week were locked out of bidding at the lower price.

Google's offering still amounts to by far the largest Internet IPO ever. At the $85 price, it raised $1.7 billion, easily surpassing the $431 million BarnesandNoble.com Inc. raised in 1999. It ranked as the 25th-largest for all U.S. IPOs, according to data compiled by Renaissance Capital. The price made the company, founded six years ago by two Stanford graduate students, worth $23 billion, almost equal to General Motors Corp.

Moreover, Google's business remains a phenomenal success story. Starting as a spare Web site that searched the Internet well, Google later began selling advertisements linked to the content of users' queries. Sales and net income soared. Analysts still rave about Google's financial performance and say its growth prospects remain strong, even with increasing competition from Yahoo Inc. and Microsoft Corp.

No final conclusions on the wisdom of Google's course can be drawn until shares begin trading. Some analysts say many investors who sat out the IPO because of uncertainty about the process and the price may look to buy shares once they start trading.

BEFORE AND AFTER


Google slashed the price range and number of shares to be sold in the IPO.

? Price per share
$85 (from $108-$135)

? Existing holders' shares to be sold
5.5 million (from 11.6 million)

? Company shares to be sold
14.1 million (unchanged)

? Total shares to be sold
19.6 million (from 25.7 million)

? Size of deal
$1.67 billion (from $3.47 billion)

? Market cap
$23.05 billion (from $36.6 billion)


Source: Google SEC filing



But the enthusiasm that greeted Google's IPO plans in late April largely dissipated over recent weeks, amid a series of missteps by the company and its bankers, resistance from Wall Street and investors, and a poor market for tech shares and IPOs in general.

"They managed to tee off the broader constituency of Wall Street, and it's obviously hurt them," said Brad Ruderman, head of Beverly Hills, Calif., hedge fund Ruderman Capital Partners, who was sitting out the Google auction. "Wall Street wins again."

The contraction of Google's offering lowered the likelihood companies will use the unconventional Dutch-auction process for future IPOs. It also raised questions about the direction of the market for tech shares and IPOs in general, as the Google tailwind many hoped for is less likely to materialize. As Google itself had noted, an IPO that didn't go too well could tarnish its strong brand. That could be significant: A recent consumer survey concluded that Google's real advantage over rivals is no longer one primarily of Web-search technology but of consumer affinity for the Google brand.

In the end, Messrs. Page and Brin may have themselves to blame for setting expectations too high, in regard to both the pricing and their ability to avoid Wall Street's usual ways. The $85 price was about where many financial experts had pegged the shares' values early on.

From the start, the founders made clear they considered Google a breed apart. They declared that "Google is not a conventional company," registering for an IPO that would rewrite the rules. Their aim, they said, was to use a more efficient process and level the playing field so small investors could buy their shares, too.

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Critics quickly noted that much of what the founders laid out for the IPO contradicted this populist posture. The company set two classes of shares to retain control and said it wouldn't offer much future guidance to investors following the IPO. Moreover, a bunch of insiders decided the offering was a good chance to start cashing out of their stock.

In hindsight, the founders vastly overestimated individual investors' willingness to navigate the complex, unfamiliar auction process and pay a $100-plus price.

A Dutch auction aims to maximize the return to the company going public and to any early investors who are selling through the IPO -- not "leaving money on the table." The company accepts bids for a set number of shares at a specific price. Then it calculates the level, called a clearing price, at or above which it has orders for all shares offered. All investors who bid that much or more get to buy the shares they sought at the clearing price, even if they had bid higher.

In essence, Google was seeking to break the lucrative hold on IPOs of Wall Street's powerful underwriters. Traditionally, underwriters buy all the shares in an IPO from the issuing company or sellers and then decide which favored investors get to purchase them at the offering price. Customers who get in on the ground floor often profit handsomely from the "pop" of an IPO that rises steeply in the aftermarket.

"In a traditional IPO, there would be conversations between the sales force and institutions about price, and you'd be out there trying to guide the market before the deal," says Sam Schwartz of Bryant Park Capital in New York. "You would then set the price, based on the receptivity of the market."

This Wall Street system is time-tested, having priced countless IPOs during the 1990s stock-market boom. But with the Dutch auction, in the absence of a built-in advantage to those who got in early, many large investors decided to stick to the sidelines.

TOP 10 TECHNOLOGY IPOS


The 10 technology companies that raised the most money in their initial public offerings, excluding those that were spun off from existing companies.

Company IPO Date Money Raised*
(millions)
Infonet Services Dec. 15, 1999 $1,238
Viasystems Group March 23, 2000 924
Galileo International July 24, 1997 901
Seagate Technology Dec. 10, 2002 870
AMIS Holdings Sept. 23, 2003 600
Intersil Feb. 24, 2000 575
ON Semiconductor April 27, 2000 552
MEMC Electronic Materials July 12, 1995 469
Amkor Technology April 30, 1998 443
Fairchild Semiconductor International Aug. 3, 1999 426

* - Not adjusted for inflation.

Source: Dealogic



Google's method meant investor interest emerged only after the price guidance was given, forcing the company and its underwriters to guess at what price the investors would buy the stock.

The company also ignored some advisers' counsel to delay the offering until September, when vacations would be less distracting to investors.

And it blithely pushed forward into one of the worst markets for tech stocks and IPOs in recent years. The Nasdaq Stock Market is down nearly 15% from its January high, after a 50% rise in 2003.

Google's attempt to keep Wall Street on a short leash was to have serious consequences. For regulatory and logistical reasons, the company needed a roster of investment banks to be part of the process. But it and its co-lead underwriters -- Morgan Stanley and the Credit Suisse First Boston unit of Credit Suisse Group -- kept the 26 other brokerage firms in the underwriting syndicate in the dark on many matters.

They antagonized them by demanding letters of credit from the firms in case their clients didn't make good on their bids, backing off only in the face of fierce resistance. They proposed small fees and, in some cases at least, little or no commission for the sales force -- removing an incentive for pushing Google shares to rich individuals and small institutional buyers. Amid these issues, Merrill Lynch & Co., which operates one of the nation's biggest "retail" brokerage networks, dropped out of the offering. A Morgan Stanley spokeswoman declined to comment. A CSFB spokeswoman couldn't immediately be reached for comment.

Tim Ghriskey, chief investment officer of money manager Solaris Asset Management, said Wall Street firms "were not as active" as they usually are in selling an IPO. For one thing, he said, no one from the lead underwriters called him as they usually do to introduce the deal or to tell him about the investor road show when it was in New York. "There didn't seem to be a lot of interest from the underwriters in spending a lot of time on this deal," he says. The relatively low "fees might have been part of that."

Ultimately, with its ambitious IPO, Google escalated the traditional antagonism between Silicon Valley and Wall Street into a larger, more bitterly fought battle. The moment of truth for Google apparently came Tuesday afternoon, as the deadline for bidders drew to a close.

As late as Monday, all seemed to be going well. CS First Boston and Morgan Stanley sent a message to the other banks in the syndicate telling them to urge investors to get their bids in on Tuesday. Google, meanwhile, asked the SEC to declare its registration effective as of 4 p.m. EST Tuesday and had initially planned to close the auction around that time.

Some analysts and investors speculated that Google's intent to end the bidding after just three business days meant it was pleased with demand. By Tuesday, it was clear to Google demand wasn't powerful. Its representatives asked for a one-day extension, telling the SEC it was going to slash the estimated price range for its IPO by more than 20%.

There were other missteps along the way. Google said that its co-founders and some other investors would sell shares as part of the IPO, an unusual move, and disclosed that its general counsel faced possible SEC action for alleged securities violations while at a previous employer, a charge he denied.

When Google executives, including Messrs. Brin and Page and CEO Eric Schmidt, met with mutual-fund and hedge-fund investors at New York's Waldorf-Astoria Hotel the day after the pricing announcement, the presentation was light-hearted, and thin on details. Some investors sitting in the ballroom began speculating with each other whether the executives had spent any time practicing the presentation, or if they were winging it.

Glenn Krevlin, a New York hedge-fund manager who runs Glenhill Capital LLC, said he had no interest in the stock after attending the road show. "They didn't tell you anything. They came across as high and holy," he said.

STARTING SMALL


Some of the biggest names in technology got off to relatively small starts as public companies. (Offering sizes aren't adjusted for inflation.)

Company IPO Value*
(millions) Current Market Capitalization
(billions)
Amazon.com $62.1 $15.55
eBay 72.5 52.60
Intel 8.2 137.98
Microsoft 61.0 293.82
Yahoo 33.8 38.56

Source: Dealogic and WSJ.com research



By the end of the meetings, some large investors were grumbling, unhappy that Google wasn't willing to give any details in its meetings or in the prospectus about the company's existing relationships with partners or about what Google was going to do with all the money it was raising. "Their mantra was 'Trust us,' " said Anna Nikolayevsky, who runs hedge fund Axel Capital Management, and considered buying shares before deciding against it. "That doesn't work for a company with a high price if you have no idea what the future will bring."

By early August, the downdraft in tech stocks, rumors of delays, and investor grumbling helped fuel a growing negative buzz. Google settled two disputes with rival Yahoo by giving it shares potentially worth more than $200 million. It disclosed details of a possible securities violation related to previous options grants and share issuances, something that triggered an informal inquiry by the SEC. The Playboy interview with Messrs. Brin and Page surfaced.

By last week, a number of investors, including some mutual funds and hedge funds, were on the sidelines, frustrated by the price and a registration process that some found cumbersome. Others said an auction process aimed at creating as high an initial price as possible rather than a first-day pop for investors gave them little incentive to bid.

In July, "when they came out with triple digits, I said, 'You've got to be kidding me,' " says Michael Beberman, 39, who runs a computer store in New Brunswick, N.J., and originally planned to bid but decided against it.

"They should have started out at a lower price," says Dan Chung, president of fund manager Fred Alger Management Inc. in New York, which bid on Google's shares this week. "It's left a bad taste in a lot of people's mouths."

An official at Jacob Asset Management, which specializes in Internet stocks, says the now-cheaper Google shares look attractive. But the firm didn't bid because the old higher price range discouraged it from even registering to bid for shares in the auction. (Investors had to register by last Thursday to qualify for the auction bidding.) Darren Chervitz, the company's research director, says the fund will consider buying shares after the IPO, depending on where they trade.

The new price range is "more in line with our evaluation," says Mr. Chung of Fred Alger Management, which bid on Google's shares this week. "It's still not yet cheap though."
Google向华尔街低下了高傲的头

Google Inc. (GOOG)周三终于向华尔街低下了高傲的头。

这家网络搜索公司试图通过一次非传统的首次公开募股(IPO)来颠覆华尔街规则的举动最后被证明是事与愿违，该公司大幅缩减了募股规模，并将IPO价格定在一个远低于先前预期的水平上：每股85美元。

Google自身的傲慢、投资者的固执以及科技类股的低迷这些因素综合起来将这次IPO变得一团糟，监管它曾经被贴上本世纪最热门IPO的标签。Google周三晚间将IPO价格定为85美元，这一数字比它上月对监管机构所称的108－135美元预期区间的高端低了37%。

纽约哥伦比亚大学(Columbia University) 的拍卖理论学家Matthew Rhodes-Kropf说，这个价格说明通过拍卖上市是一个失败，因为它有著太多的不确定性，以致于让许多投资者止步不前。他说，由于这种不确定性，Google的IPO定价要低于在标准机制下能够得到的价格。

此外，这一定价还位于其周三早些时候下调后的85-95美元价格区间的底端。Google周三晚间拒绝对调低后的价格发表评论。此次Google募股数量总计1,960万股，而在周三之前市场还期望其筹募2,570万股。

Caris & Co.的分析师David Garrity表示，在一定程度上由于交易设计问题，新股承销过程受到了严重影响，这样的不确定因素可能使投资者决定不再投资。

Google有关所筹资金用途的有限信息，以及拒绝提供近期业绩目标的做法令投资者大为恼火。分析师表示，信息匮乏是导致投资者对该股估价没有把握的原因之一。投资者一直试图判断，与其最接近的竞争对手雅虎相比，Google可能有哪些弱势。

市值372亿美元的雅虎公司因一直提供收益预期，且业绩不断达到或超过预期而受到投资者追捧，其股价也因此享受较同行较高的溢价。Jefferies & Co.的分析师Youssef H. Squali表示，雅虎管理层长期以来的业绩历历在目，而该公司的业务相对也更加多样化。

在Google在周三提交美国证券交易委员会(Securities and Exchange Commission)的文件中表示，公司削减了其IPO的股票发行数量和发行价区间，称其计划发行1,960万股，定价区间为每股85美元至95美元。

该公司曾于7月26日宣布将发行2,570万股，定价区间为108美元至135美元。

投资者对Google募股工作牢骚满腹
Google Has InvestorsSearching for Clarity Amid Planned IPO

Google Inc. is hoping to pull off the hottest initial public offering in years. But the company already is giving some investors fits.

Those hoping to enter bids for Google shares as part of the company's unusual auction process are having difficulties with everything from figuring out what Google will do with the money it is raising, to a series of differing guidelines that will determine how investors can bid on shares sold through various brokerage firms.

The confusion comes amid a faltering market for IPOs and a troubled stock market, and it could curtail some enthusiasm for the online-search pioneer despite Google's still-impressive growth and hefty profit margins.

From the outset, some investors griped that Google executives weren't sharing enough information about the company's prospects. For its part, the company has made it clear that it won't hold investors' hands and guide them with estimates of quarterly results as most other companies do, preferring to manage for the long haul and avoid Wall Street's preoccupation with short-term results. But while Google may net as much as $2 billion from investors as part of the share sale, the company isn't giving its potential investors much of a sense of what it is going to do with all the money. That makes it harder for investors to figure out earnings projections.


"We don't have a sense of their long-term strategy or where they're investing; we're left with our own assumptions," says Marianne Wolk, an analyst at Susquehanna Financial Group. Estimates for Google's future earnings "might have a tighter range if there was a better sense from the company about what they will do with their capital expenditures. A major open question is what they will do with the funds." The current estimates for the company's earnings next year, excluding compensation, range from about $2.60 to $3 a share.

Often in an IPO, an analyst who works for an underwriter on the deal will share with investors some assumptions about the company's outlook. But in the Google case, the investment banks involved are being especially circumspect about their communications with investors, say people watching the deal.

"In a more classic IPO, the lead banker might have a model and have some idea where earnings might fall, but in this case we have not heard of any figures from the banks," Ms. Wolk says.

Most larger investors do their own analyses, but with Google, some are turning to people like Ms. Wolk and other outside analysts for earnings models. Some say they would appreciate more details in Google's prospectus to give them a better idea of the company's future.

"It's hard to model because the company isn't dropping any clues," says Paul Bard, an analyst at Renaissance Capital Corp., an IPO-research firm in Greenwich, Conn. "Getting a grip on the growth is certainly an issue."

Companies generally have been more careful about providing guidance to selective groups of investors in recent years, as a result of tougher disclosure regulations and greater scrutiny of IPO practices. Some analysts and investors say Google is especially tough, however, because the company is growing so rapidly, in an emerging field, that they are uncertain about how to extrapolate estimates of its future results. A Google spokeswoman didn't respond to a request for comment.

Meanwhile, rules on bidding for the $3 billion auction-style IPO vary widely, thanks to a broad range of guidelines set up by Google's various underwriting firms, the company said yesterday. The differences between the firms raise the specter that clients of some brokerage firms may have a better chance of winning shares than those at other houses.

Among the distinctions: Most underwriters will allow investors to make an unlimited number of bids for Google shares. However, UBS AG's UBS Securities, Charles Schwab & Co. and Fidelity Capital Markets are limiting account holders to a single bid. E*Trade Financial Corp. is limiting account holders to five bids but is holding the aggregate bids to 10,000 shares per account. Ameritrade Holding Corp. is letting its account holders bid as many as 30 times.

Then there is Bank of Montreal's Harrisdirect, which has another wrinkle for Google bidders. Investors with accounts at the firm must bid for at least 100 shares, far more than the five-share minimum Google had imposed. That means that investors there have to be prepared to plunk down $12,150 apiece for a Google stake, assuming the deal prices in the middle of the range estimated by Google of $108 to $135 a share. Making a bid for that many shares may be an advantage for Google die-hards because the size of each investor's bid will be taken into account by Google when it doles out allocations.

The rules, disclosed in a filing with the Securities and Exchange Commission, suggest some investors will have an inherent advantage over others in the bidding. A Citigroup Inc. investor, for example, could place so many bids, at so many different prices and share-size levels, that an allocation is all but guaranteed. Meanwhile, a UBS investor gets one chance to get the bid right.

The new rules reflect the difficulty Google has had bringing clarity to what is expected to be the largest auction-style IPO in the U.S. Google adopted an auction to democratize the IPO process, hoping to bring a large number of individuals into the deal and widen distribution in a way untried by most other companies.

But, some analysts suggest, Google has made it difficult for individuals to take part by setting such a high price estimate, and the rules often have been unclear.

"For the average person, it's hard to understand this thing," said Ben Holmes, managing member of Protege Funds LLC, an investment firm in Boulder, Colo. "They wanted to bring this to the average person, but they're really confusing people."

The offering, however, was bound to have different rules for different investors. Each of the 28 investment firms participating in the IPO has different requirements for being able to set up an investment account in the first place. An investor with $20,000, for instance, can't walk in and establish an account at Goldman Sachs Group Inc., which caters to wealthier clients.

Despite the criticisms, in its latest filing Google hinted the deal may be close to getting done. The registration process for bidding is expected to end soon, the company said, with the actual bidding to begin afterward.

Still, the problems in the market could hamper things. Last week, seven companies postponed or canceled their IPOs, marking the most pullouts since the week ended April 20, 2001, according to Thomson Financial in New York. And of the 136 companies to come to market this year, 52, or 38%, have priced their deals below the offering range, according to Dealogic LLC, a research firm based in New York.
投资者对Google募股工作牢骚满腹

Google Inc.很希望它的这次世人瞩目的首次公开募股(IPO)能成为新的经典案例。但是，在它圆满完成之前，投资者对Google却已牢骚满腹了。

那些希望能参加Google别出心裁的新股拍卖活动的投资者面临著一大堆难题，他们既想像不出Google拿到募股的钱后会做些什么，同时，一系列有关投资者如何通过各家经纪公司参加竞购的五花八门的“指南”也让他们头昏眼花。

在投资者为这些问题而困惑不解的时候，IPO市场正日渐萧条，股市本身也境况不佳，这种局面或许会挫伤投资者对这家网络搜索先锋的热情，虽然它的增长势头和利润率之高令人惊叹。

当初，一些投资者抱怨Google的管理人士没有向外界提供足够多的有关公司前景的资讯。而Google方面此前已明确表示，它不会像其他多数上市公司那样，手把手地告诉投资者公司的季度预期如何如何，反之，它更希望著眼于长期发展，不会让华尔街的各种短期业绩之类的东西束缚住自己的手脚。

在这次募股活动中，Google有可能从投资者那里筹集到20亿美元的资金，但Google居然连它拿到这些钱以后准备派什么用场都不向潜在的投资者透一点口风，这真是少见，在这种情况下，投资者要想预测它的利润就更难了。

Susquehanna Financial Group的分析师玛丽安娜?沃克(Marianne Wolk)说，我们对它的长期发展战略或投资方向都一无所知，只能自己在这里瞎猜。如果从Google那里能了解到它的资本支出的去向，或许在预测其未来利润时能更准确些。

现在一个重要的问题是，它拿到钱后会做些什么。目前，市场对该公司明年每股收益的预期是2.60-3美元（未考虑薪酬支出）。

通常在IPO过程中，承销商方面的分析师会向投资者提供有关该公司业绩前景的一些预期。但观察人士指出，在这次Google的IPO过程中，参与发行的投资银行在与投资者沟通信息方面非常谨慎。

沃克说，在通常的IPO活动中，牵头的投资银行对新上市公司未来的利润前景都会有一个大概的预测模型和预期数字，但这次人们没有听到这方面的任何数字。

多数大型投资机构经常自己作分析，但这次一些机构却转向沃克和其他外部分析师，借助于他们的利润预期模型。一些人表示，如果Google在其招股说明书里能透露一些相关信息就好了。

康涅狄格IPO研究机构Renaissance Capital Corp.的分析师保罗?巴德(Paul Bard)说，建立Google的利润预期模型很困难，因为这家公司自己没有提供任何线索。要把握它的增长势头很不容易。

近年来，由于监管机构在信息披露方面管理很严，并且对IPO的审查力度也加大了，各家公司通常在向某些投资者团体提供预期方面越来越谨慎了。

不过一些分析师和投资者说，Google在这方面更是特别“苛刻”，因为该公司发展得实在太快了，而且是在一个新兴领域，甚至它自己在推测未来业绩时都没有把握。Google的一位发言人拒绝对这个问题发表评论。

另外，Google昨天表示，由于参加承销的各公司制定的竞拍说明条款很多，区别很大，不同公司在这次拍卖中采用的规则会有很大不同。这可能会导致某些经纪公司的客户竞拍成功率高于其他经纪公司客户的情形出现。

其中的差别包括：多数承销商对投资者的竞购没有数量限制。但是，瑞银(UBS AG)旗下UBS Securities、嘉信理财(Charles Schwab & Co.)和Fidelity Capital Markets都只允许帐户持有人投标一次，而E*Trade Financial Corp.限制帐户持有人最多投标5次，每个帐户的投标总数不能超过10,000股。Ameritrade Holding Corp.允许帐户持有人投标30次。

蒙特利尔银行(Bank of Montreal)旗下Harrisdirect制定的竞购规则更是与众不同。在该公司开设帐户的投资者必须至少竞购100股，远远高于Google制定的5股的最低限。这就意味著投资者不得不准备投入12,150美元才能参与Google股票的竞拍，前提假设是发行价位于公司预期的108至135美元价格区间的中端。竞购这么多的股票可能对于Google的顽固派来说是有利的，因为Google将在分配配额时考虑每个投资者的竞标规模。

在美国证券交易委员会(Securities and Exchange Commission)文件中披露的这些规则表明，一些投资者将在竞标过程中比其他人具有天然优势。例如，一位花旗集团(Citigroup Inc.)的投资者可能会以不同的价位和认股规模投标很多次，以确保能够中标。同时，瑞银的投资者却只有一次投标成功的机会。

新规则反映出，Google在明晰此次有望成为美国规模最大的拍卖式IPO的流程方面困难重重。Google采用拍卖方式是为了使IPO过程更加民主，希望使大量的个人投资者参与交易，通过一种其他大部分公司未曾尝试的方式来扩大发行渠道。

但是，一些分析师表示，Google制定了如此之高的价格预期，使得个人投资者难以参与，而且规则常常并不明确。

科罗拉多州投资公司Protege Funds LLC的本?霍米斯(Ben Holmes)称，对普通人来说，Google的这些举动很费解。他们希望普通人参与，但又确实让人们一头雾水。

不过，此次IPO一定会对不同投资者设定不同的规则。参与IPO的28家投资公司首先对开立投资帐户设立了不同的标准。例如，一位拥有2万美元的投资者无法在高盛集团(Goldman Sachs Group Inc.)开立帐户，因为该公司针对的是更有钱的客户。

尽管面临种种批评，但Google在其最新提交的文件中暗示，此项交易可能即将完成。公司说，投标的登记过程预计很快就会结束，之后将开始进行实际竞标。

然而，当前的市场困境可能会使Google的IPO受到不利影响。上周，7家公司推迟或取消了IPO活动，纽约Thomson Financial的资料显示，这是截至2001年4月20日当周以来公司退出数量最多的一次。此外，研究公司Dealogic LLC的数据显示，在今年上市的136家公司中，52家（38%）的定价低于发行价格区间。

Google获准继续推进IPO
Google Is Allowed to Continue Along Its Bumpy Road to IPO
By Issuing Revised SEC Filing

Investors began bidding for shares of Google Inc., after weeks of miscues sapped some excitement from the most anticipated initial public offering of the decade.

Barring any further unexpected turns, Google's bumpy four-month path toward a public stock listing will likely end this week, when the Internet-search company's shares are expected to begin trading. The heady mixture of IPO hype, fed by Google's global recognition and impressive business performance, has thinned after various missteps by Google.

The latest fumble came just before the unconventional auction began Friday morning. An interview in Playboy magazine with co-founders Larry Page and Sergey Brin could have run afoul of Securities and Exchange Commission "quiet period" restrictions. But after a hasty review, according to a person familiar with the matter, the SEC permitted Google to proceed with its IPO. The SEC did require the company to revise its prospectus to correct discrepancies between the article and earlier filings. Google included the full text of the Playboy interview in its new filing (full text).

Google and co-lead underwriters Morgan Stanley and Credit Suisse First Boston, a unit of Credit Suisse Group, didn't disclose how many bids were submitted, or at what prices. Nor have they said when the auction to sell 25.7 million shares for an estimated $3 billion will conclude. However, people familiar with the situation said Google and the underwriters want to conclude the auction and set the price by Wednesday so that the shares can begin trading Thursday. A Google spokeswoman declined to comment.

One person close to the process who had seen some bids said most appeared to be in Google's estimated range of $108 to $135 a share, or higher. But some investors hope that Google's string of bad news -- combined with the recent downdraft of technology stocks -- could be their good fortune, allowing them to buy Google shares for less than they had envisioned just a few weeks ago. In recent weeks, Google irked some investors by estimating its share price so high, while offering few details about its future plans or how it would deploy its cash hoard from the offering. The Mountain View, Calif., company also acknowledged that it had issued some shares improperly in its early days, and then had to address SEC concerns about the Playboy interview.

"Anything that makes the stock price more attractive, including this negative buzz, is a good thing for people interested in owning this company," said Paul Cook, a portfolio manager at Munder Capital in Birmingham, Mich., who declined to say whether Munder is bidding for shares. "I would have to believe the bidding expectations have come down."

Google and several of its shareholders are selling shares through a so-called Dutch auction in which investor interest will determine the IPO price. After the bidding closes and the bids are compiled, Google has said it plans to sell its shares at the highest price at which all 25.7 million shares would be sold. All successful bidders, including those who offer to pay more, will pay the IPO price.

The auction -- and the intense spotlight on Google's every move -- have spawned multiple strategies by investors. Barry Randall, portfolio manager of the First American Technology fund in Minneapolis, said he bid for shares at a price "materially lower" than Google's $108 low-end estimate. Mr. Randall says he likes Google's "tremendous" operating profit margins and revenue per employee. But he arrived at his bid price through a formula that included an estimate of Google's earnings per share next year, the price-earnings multiple for Google's publicly listed peers and his own list of 11 "risk factors" for the company. The formula yields a price around $93 a share, although Mr. Randall declines to specify how many shares he is seeking or at what price.

Other institutional investors said the recent run of negative news didn't affect their evaluation of Google and its prospects. "We tend to look at it as noise," said Ira Malis, director of research at Legg Mason Funds Management in Baltimore.

Mr. Malis said Legg Mason submitted a series of bids first thing Friday morning, offering to buy more shares at progressively lower prices. Mr. Malis declined to discuss specifics of the bids, but said they were based on estimates of Google's free cash flow for the next 10 years and the valuations of Google's peers. He said a Legg Mason team spent about a month evaluating Google, including one analyst who wrote a 48-page memo about the company.

Some investors who plan to bid said they also will keep money on the sidelines to use if Google shares start to drop after they begin trading. "This is definitely one that you don't want to chase," said Dan Chung, president of fund manager Fred Alger Management Inc. in New York, who expects to enter several bids for Google shares, though not at high prices. "I would take half of my money and wait and see" what happens with the stock after it goes public, he said.

One bidder quickly learned just how closely Google's underwriters are watching the auction. Seth Goldstein, chief executive of Majestic Research LLC, a New York boutique research firm, said an employee of W.R. Hambrecht & Co. called him Friday afternoon, after Mr. Goldstein tried to submit four bids, at prices as low as $2 a share.

"He said, 'Is this real? Is this valid?' " Mr. Goldstein recounted. "I told him I can bid whatever I want. His tone was incredulous." A W.R. Hambrecht spokeswoman couldn't be reached.

Mr. Goldstein said he placed the multiple low bids because "I was just curious to see how this works." The $2 bid wasn't accepted, but Mr. Goldstein says he successfully bid for 100 shares at $10 each, 10 shares for $75 each, and five shares for $5 each. Mr. Goldstein said he plans to cancel his bids -- which is allowed under the auction rules -- because his firm has conducted research on Internet-search trends and Google, and Mr. Goldstein doesn't own stocks that the firm covers. Majestic primarily provides research to hedge-fund and mutual-fund clients, although it doesn't comment on valuations or establish stock ratings.

Even at $100 a share, the IPO instantly would give the six-year-old company a market value of $27 billion. Some investors find that pricey, given Google's earnings and cash flow. But analysts say that even professional money managers who have grumbled likely will enter bids, because of Google's high profit margins and alluring growth rate.

Andrew Schroepfer, founder of Tier 1 Research, a Minneapolis equity-research firm, projects Google's earnings per share to grow 58% next year. In contrast, the Dow Jones technology-services index, which includes companies such as Yahoo Inc. and Ask Jeeves Inc., is expected to show earnings gains of 36% next year. Earnings of companies in the Dow Jones consumer-services index, such as eBay Inc. and Priceline.com Inc., are expected to grow 18% next year, according to Thomson Financial.

Analysts say that Internet search, where Google is the leading player in terms of the number of searches it handles, still has attractive growth potential, especially compared with other technology and media sectors. The company also has the opportunity to parlay its strong consumer brand and staff brainpower into leading positions in other online markets.

"Google's revenues are growing two times the pace of eBay and their [profit] margins are dramatically higher than eBay and Yahoo," noted Mark Mahaney, an analyst at American Technology Research. "If you're impressed with Yahoo and eBay's fundamentals, you've got to be more impressed with Google."

The recent public criticism directed at Google is uncommon before an IPO. That is because in a traditional IPO, underwriters determine who gets -- and doesn't get -- to buy shares. Google's auction appears to eliminate that discretion.

Some observers say some of the recent criticism appeared tactical, coming either from investors trying to drive down the IPO price, or bankers trying to protect Wall Street's more traditional, and more lucrative, ways.

In its SEC filing Friday, Google said it believes the Playboy interview didn't violate securities rules. Google warned that if the interview were later found to have violated the rules, it could be required to repurchase the shares sold in the offering at the original purchase price.

Securities-law specialists said the interview, conducted in April before Google filed for the IPO, could run afoul of rules barring companies from promoting their stocks in advance of an IPO. Securities law bans a company from making "written offers" of its shares in any form other than the official prospectus. The SEC has ruled in the past that news articles can constitute written offers.
Google获准继续推进IPO

Google Inc.的首次公开募股(IPO)获得了近10年来最大程度的关注，但该公司数周来的种种失误使得人们对此次招股的兴奋心情有所减弱。尽管如此，投资者还是开始竞购该公司的股票。

如果不发生其他意外事件，Google一波三折的长达4个月的IPO之旅可能将于本周结束。届时，该公司的股票将开始交易。因为Google的各种失误，该公司的全球知名度和不俗的业务表现所引发的IPO声势已经有所减弱。

该公司最近的一个失误发生在上周五早间非常规拍卖开始之前。 Google的创始人Larry Page和Sergey Brin接受《花花公子》(Playboy)采访，这可能违反了美国证券交易委员会(SEC)有关IPO“缄默期”的规定。但据一位知情人士透露，SEC在进行了匆忙的审议后，允许Google继续实施IPO。 不过，SEC要求该公司对招股说明书作出修正，以消除采访文章和该公司早些时候提交的文件之间存在的不一致之处。Google在其新提交的文件中加入了《花花公子》的采访全文。

Google及其IPO联合牵头承销商摩根士丹利(Morgan Stanley)和瑞士信贷第一波士顿(Credit Suisse First Boston)没有透露投资者的竞购数量和价格。几家公司也没有透露金额30亿美元的2,570万股的拍卖将于何时结束。不过，知情人士称，Google和承销商希望在周三前完成拍卖和确定价格，这样股票可于周四开始交易。Google发言人不愿就此置评。

一位了解部分竞购情况的人士说，多数出价似乎在Google预期的每股108-135美元之间或更高。但是，一些投资者希望有关Google的一连串坏消息，加上近来科技类股的下跌，可能给其带来好机会，使其能够以低于几周前设想的价格买进Google股票。

即使IPO价格定在每股100美元，此次招股也将使Google的市值高达270亿美元。一些投资者认为相对于Google的利润和现金流而言，这个数额过高。但是分析师表示，由于Google的利润率较高，增长速度诱人，很多即使一直在抱怨的基金经理也可能参与竞购。

American Technology Research的分析师Mark Mahaney说，Google的收入增长速度是eBay的两倍，其利润率更是远远高出eBay和雅虎(Yahoo)。如果人们能够被雅虎和eBay的基本面所打动，那他们肯定更能够被Google打动。

Google的IPO遭遇重重困难
Google's IPO Suffers Teething Pains

Wall Street wants Google to fall flat on its face. Nobody will say so publicly, of course. Certainly not the 28 underwriters who are handling the $3.3 billion (�2.69 billion) initial public offering. But the desire to see the Internet company's experimental IPO auction flop is unmistakable.

Google's auction threatens to upset the way Wall Street works. U.S. underwriters enjoy gross spreads of nearly 6% on initial stock sales. This cozy cartel could be smashed if IPO auctions catch on. One underwriter said it would make only about $200,000 in fees. Fund managers also have an interest in a Google dud. If auctions become widespread, managers will no longer be able to cash in on connections and land cheap stock.

None of this is bad for capitalism, of course. The present system unfairly rewards insiders and underwriters. This makes it too costly for companies to raise risk capital.

But Google is making a mess of its IPO. It's not just the group's seemingly greedy valuation in a market starting to shy away from risk. Google's two-tiered voting system discriminates against common stockholders. Lock-up provisions on insider stock sales are weak. The Securities and Exchange Commission has notified the group's general counsel that he could face charges for alleged securities fraud for his actions at another company. And Google may have violated securities laws by failing to register 23 million shares.

All this may make investors less likely to participate in a cumbersome auction suffering teething pains. Google may have given its critics enough to tarnish a worthwhile experiment.
Google的IPO遭遇重重困难

华尔街机构都暗自希望Google的首次公开募股(IPO)败走麦城，他们当然不会公开表述这一意图，负责这宗33亿美元IPO的28家承销商显然也不会作出如此表示。不过，说他们内心希望这家互联网企业的拍卖式IPO试验以失败告终，这一点不会有错。

Google的股票拍卖对华尔街机构构成了威胁，很可能颠覆他们的业务模式。通常情况下，美国承销商在IPO交易中可获得近6%的发行毛利，但若IPO拍卖模式大行其道，则他们这种坐享其成的格局就将被打破。一家承销商就曾表示只能从这宗IPO业务中获利约20万美元。基金经理们也希望Google的IPO结果不利，因为若IPO拍卖模式盛行，这些基金经理以低价买进新股并趁机套利的好时光就会一去不复返。

当然，所有这些对资本主义而言都是有百利而无一害。因为在现行体系下，内部人士及承销商可以获得不公平的好处，而企业筹集风险资金的成本却相当高昂。

不过Google的IPO进程却麻烦缠身。这不仅仅是该公司似乎对正开始规避风险的市场估计过高，同时其两级投票系统还存在歧视普通股股东的问题，而且有关内部人士售股的锁定期也非常短。美国证券交易委员会(Securities and Exchange Commission)已通知Google的首席法律顾问，他可能因在另一家公司的所作所为而面临证券欺诈指控。同时，Google遗漏登记2,300万股股票的行为可能已违反了证券法。

在拍卖进程麻烦不断的情况下，上述因素都可能削弱投资者对参与此次拍卖的兴趣，种种批评足以让Google IPO所具有的试验意义大打折扣。

承销商担心Google股票定价过高

Tensions rise as Google underwriters voice doubts about trading prospects

Tensions are rising among some underwriters of Google’s controversial initial public offering, making it more likely that the unusual stock sale’s terms will be revised. Some of the underwriters privately argue that the offering should even be delayed or restructured to make it appeal to a broader group of investors. However, the internet search engine and its lead banking advisers, Credit Suisse First Boston and Morgan Stanley, have given no indication that they are reconsidering. Google’s insistence on setting the price for its shares using an auction system has left many professional investors wary that the stock will fall once trading on Wall Street begins, according to two people close to the process. The company has said it expects to set the highest price possible under the auction - something that it has warned may leave no room for the shares to rise further in the stock market, at least in the short term. Some of the biggest institutional investors have indicated informally that they do not intend to bid for Google shares in the auction, one person close to the process said. He added, though, that this may amount to gamesmanship, as potential investors try to talk down the eventual sale price of the shares. A series of setbacks in recent days has added to the tensions among those responsible for making Google public. A technology problem prevented Google opening a website, where institutional investors could register to bid, on time - delaying the issue by nearly a week. As a result, the auction is not expected to be held until next week - even though the second half of August is traditionally quiet for the stock market. This, along with a lukewarm response to presentations given by Google management during its “roadshow” with institutional investors over the past two weeks, was likely to lead to weakened demand for the stock, one person said.
承销商担心Google股票定价过高

对Google有争议的首次公开发行，一些承销商正在显露日益加剧的紧张情绪，进一步增加了修改Google股票销售方式的可能性。


一些承销商私下里指出，为吸引更广泛的投资者群体，Google不同寻常的上市甚至应当延期或加以调整。

然而，没有任何迹象表明互联网搜索引擎公司Google及其主要上市顾问正在重新考虑此事。瑞士信贷第一波士顿(Credit Suisse First Boston)和摩根士丹利(Morgan Stanley)担任Google的上市顾问。

据两名熟悉Google上市进程的内情人士透露，Google坚持用拍卖制度设定其股票价格，这一做法使许多专业投资者心存警戒，担心股票一旦在华尔街开始交易就会下跌。

Google已表示，期望通过拍卖来定出可能达到的最高价格。同时它也警告说，这或许会让股票上市后没有进一步上涨的空间，至少在短期内如此。


一位内情人士表示，在最大的机构投资者中，有几家已非正式地暗示说，它们不打算在拍卖会上竞购Google的股票。

但该人士补充说，这或许是一种策略，因为潜在投资者想尽量贬低股票的最终售价。

由于最近几天的一系列挫折，负责Google首次公开发行的机构已经增添了压力。

由于一个技术问题，Google未能准时开通一个供机构投资者登记竞价用的网站，这使股票拍卖延迟了近一个星期。

因此，预计此次股票拍卖将在下周才能进行，尽管8月份下半月通常是股票市场的淡季。

有人士表示，由于拍卖延迟，再加上在过去两周Google管理层面向机构投资者进行的“路演”中，市场对其所做推介反应冷淡，这些可能导致Google股票的需求比预期疲软。

译者/张征

一些承销商私下里指出，为吸引更广泛的投资者群体，Google不同寻常的上市甚至应当延期或加以调整。

然而，没有任何迹象表明互联网搜索引擎公司Google及其主要上市顾问正在重新考虑此事。瑞士信贷第一波士顿(Credit Suisse First Boston)和摩根士丹利(Morgan Stanley)担任Google的上市顾问。

据两名熟悉Google上市进程的内情人士透露，Google坚持用拍卖制度设定其股票价格，这一做法使许多专业投资者心存警戒，担心股票一旦在华尔街开始交易就会下跌。

Google已表示，期望通过拍卖方式来确定可能达到的最高价格。同时它也警告说，这或许会让股票上市后没有进一步上涨的空间，至少在短期内如此。


一位内情人士表示，在最大的机构投资者中，有几家已非正式地暗示说，它们不打算在拍卖会上竞购Google的股票。

但该人士补充说，这或许是一种策略，因为潜在投资者想尽量贬低股票的最终售价。

由于最近几天的一系列挫折，负责Google首次公开发行的机构已经增添了压力。

由于一个技术问题，Google未能准时开通一个供机构投资者登记竞价用的网站，这使股票拍卖延迟了近一个星期。

因此，预计此次股票拍卖将在下周才能进行，尽管8月份下半月通常是股票市场的淡季。

有人士表示，由于拍卖延迟，再加上在过去两周Google管理层面向机构投资者进行的“路演”中，市场对其所做推介反应冷淡，这些可能导致Google股票的需求比预期疲软。

部分投资者无意参与Google股票拍卖
Some Big Investors To Sit Out Google Auction

Some individual investors are saying they can't wait until they can bid on shares of Google Inc.

Here's what some larger investors are saying: What's the rush?

With Wall Street counting down to Google's initial public offering of stock, which could come as soon as Tuesday, some institutions, such as mutual funds and hedge funds, are expressing a measure of reluctance to bid a high price for the IPO.

Some figure Google will meet resistance early on that could weigh on the stock, enabling the investors to pick up shares at a cheaper price later on. Others expect Google shares to feel some pressure when executives, employees and early investors begin dumping some of their stock almost immediately after the end of an unusually brief IPO "lockup" period.

"We'll probably sit on the sidelines on this deal," says Seth Tobias, who runs Circle T Partners, a New York hedge fund. He says trading of Google shares after they are first sold "could be as confusing as the auction process" being employed for the IPO itself, potentially sending the stock lower.

Adds Jack Ablin, chief investment officer at Harris Trust & Savings Bank in Chicago: "The price tag is just very expensive. I expect the process to go pretty well but the stock to trade down." Harris is unlikely to bid during the auction.

Google itself has acknowledged that the shares may trade lower once the IPO is over, unlike many IPOs of hot companies. That is because Google is using a so-called Dutch auction in which investors will propose to buy a specific number of shares at a certain price, and Google will choose the highest point that allows it to sell all of the shares that the Internet search-engine company wishes to sell.

So instead of the usual pent-up demand that helps a hot IPO rise after it begins trading -- since investors who couldn't get in on the deal bid up the stock when it begins public trading -- a rash of buying may not emerge for Google unless it drops to about $100 a share, some investors predict, below the $108- to $135-a-share range the company has estimated it is worth. These investors say the risk of buying the stock and seeing it drop outweighs the potential upside of going through the auction process and watching Google jump in price.

Of course, some of the grumbling likely comes from big investors used to being granted access to IPOs by investment banks. At the same time, investment banks have conditioned investors to expect a popular IPO to start at a lower price and then jump after it begins trading, and these investors aren't used to paying a full price from the get-go.

But others say the auction process, and the coming slew of shares to be sold, make them cautious. In the IPO, Google plans to sell 24.6 million shares. About 10.5 million of these shares will come from Google executives and early investors, while the company itself is raising about $1.7 billion by issuing 14.1 million new shares.

But a large amount of stock is eligible to be sold by employees, executives and early investors after the date of the offering, according to the prospectus for the deal. Starting 15 days after the first day of trading, lockup agreements that restrict the sale of shares will begin to expire on 4.6 million shares held by current and former employees. A second set of lockups expires after 90 days, allowing the sale of 38.5 million shares, while another 24.3 million shares could potentially be sold after a lockup ending 120 days after the deal. Another 24.3 million shares may be sold after the 150-day period. And, after 180 days, lockups on 171 million shares will begin to expire.

The lockup period is unusually short, say specialists, though tech companies tend to favor shorter lockups. Last year, the average lockup for an IPO expired after 174 days. This year, it took 176 days, on average, before shares of an IPO could be sold. There hasn't been a deal in more than two years with a lockup period under 90 days, according to Richard Peterson, an analyst at Thomson Financial, which compiles data on IPOs.

"More than 95% of the time, executives and insiders agree with the underwriters to a 180-day lockup agreement" restricting their ability to sell stock, notes Paul Bard, an analyst at Renaissance Capital Corp., an IPO research firm in Greenwich, Conn. "Google is spreading it out. But investors may decide to wait before bidding on the stock because the additional shares could put pressure on the stock in the near term as investors figure there is more stock that may come on the market."

Not all of these shares will be sold, and there are other restrictions on the sale of the stock, such as the requirement that it all be vested. And Google isn't selling as many shares at the outset as it could. At the same time, Google is sitting on so much cash that it doesn't need to raise more money in the offering, despite expectations that the company will boost spending.

But analysts like Marianne Wolk at Susquehanna Financial Group predict that at least some of the locked-up shares will be sold, adding to the supply. Time Warner is expected to own about 6.7 million Class B shares of Google after the offering, due to an early investment by its America Online unit, while Yahoo will own about five million of these shares, according to the prospectus. Analysts expect both companies to sell a good portion of their stock, amounting to about 4% of Google's shares, soon after the IPO.

"One of the risks is significant insider sales," Ms. Wolk says.

Dan Chung, president of fund manager Fred Alger Management in New York, says that if Google had instituted a provision restricting employees and investors from selling shares for as long as two years, his firm and others would have been encouraged. And, he says, it would have been consistent with the Google founders' exhortation that investors be long-term in their orientation.

Mr. Chung says Google executives told him that they would prohibit company insiders from entering into hedging arrangements that would allow them to reduce their downside risk without unloading shares. But Mr. Chung says Google's stock-price range is "a little high." He says his firm, which had a private meeting in recent days with Google executives, "may just decide to walk away."

Others argue that the short lockups could end up helping, not hurting, Google's stock. These investors say that longer-term lockups were instituted by investment banks to artificially prop up shares, and that the staggered nature of Google's lockup will allow holders to slowly exit from their positions without hurting the stock.

"Long lockups restrict the amount of shares available to be traded, and Google's rolling lockup will make it less likely that the stock will rise artificially because liquidity is poor," says Alan Kral, a portfolio manager at Trevor Stewart Burton & Jacobsen Inc., which doesn't buy IPOs and won't participate in the Google auction. "Since the market knows the shares are coming, it will be factored into the price," he says, "so when they are sold, it won't hurt shares too much, so it's not a total negative."

For now, the big-money investors are planning their strategy for the auction, and trying not to tip their hand to competitors. After the hoopla that greeted the first news of the Google offering, there has been a growing view that the price guidance offered by Google suggests that the stock will be no bargain and that the clearing price at which the shares are sold could be at the lower end of the price guidance. Some investors say the negativity could allow them to put in bids around $110 and still get a block of shares at a reasonable price. They say they have little incentive against putting in a low bid, in hopes of getting some shares at a cheaper price.
部分投资者无意参与Google股票拍卖

部分个人投资者表示，他们迫不及待地要认购Google Inc.的股票。

而一些大型投资者则说：急什么？

随著Google的首次公开募股(IPO)进入倒计时，一些共同基金和对冲基金等机构表示，它们不愿为此次IPO出高价。

一些人士认为，Google的募股可能开局不利，对其股价将产生不利影响，使投资者可以在后来获得一个更加低廉的价格。其他人预计，Google的股票将面临一些压力，公司管理层及员工和早期投资者可能在异常短暂的IPO禁售期结束后立即抛售部分持股。

纽约对冲基金Circle T Partners的负责人托比斯(Seth Tobias)说，“在这场IPO中，我们很可能会离场观望。”他表示，Google上市后的交易可能和公司实施的拍卖过程一样令人迷惑，这可能导致其股价走低。

芝加哥Harris Trust & Savings Bank的首席投资长阿布林(Jack Ablin)说，Google的标价非常高，预计拍卖过程将进展顺利，但其股价此后将走低。Harris不大可能参与竞标。

Google自己承认，和许多热门公司的IPO不同，它的募股活动一旦结束，股价就可能下跌。这是因为，Google在募股过程中使用的是所谓荷兰式拍卖的方法，投资者提出以某一价格购买一定数量的股票，然后Google从中选出能允许其卖出全部拟发行股的最高价把其作为发行价。

因此，和以往在压抑之后得到释放的需求推动热门IPO股票在上市交易后上涨的情形不同──因为无法参与IPO的投资者在其公开交易后纷纷买进──市场不会出现对Google股票的蜂拥买盘，除非它如一些投资者预计的那样跌至100美元，低于公司自身估计的108至135美元的价值区间。这些投资者称，该股上市后下跌的风险超过了其上涨的可能。

当然，其中一些牢骚可能来自过去常常从投资银行那里获得新股认购权利的大投资者。同时，这些投资者已经习惯了一只热门股以较低价格认购然后在上市后走高的情形，现在不太习惯在IPO过程中支付全价。

但是，其他人表示，这一股票拍卖过程以及将不断地有内部人士抛售股票让他们变得十分谨慎。Google计划发行2,460万股股票，其中约1,050万股将来自公司管理层和早期投资者，此外将通过发行1,410万股新股筹资约17亿美元。

但根据此次IPO的募股说明书，员工、管理人员及早期投资者有资格在募股日之后卖出大量股票。当前及早期投资者持有的460万股股票将在上市交易首日的15天后可以出售。第二批被禁售的股票将在90天后获准上市，这批股票有3,850万股。另外，2,430万股股票的禁售期为120天。还有2,430万股股票的禁售期为150天。1.71亿股股票的禁售期为180天。

专家称，尽管科技公司普遍希望禁售期能短一些，但此次禁售期却是非同寻常的短。去年IPO的平均禁售期为174天。今年的平均禁售期为176天。据IPO数据编制公司Thomson Financial的分析师理查德?彼得森(Richard Peterson)说，两年多以来，还没有一起交易的禁售期低于90天。

IPO研究机构Renaissance Capital Corp的分析师鲍尔?巴德(Paul Bard)说，在超过95%的情况下，管理人员及内部人士同意承销商把禁售期定为180天。此次Google改变了这一期限。但投资者可能会在买进该股前选择观望，因为新增的股票可能会在近期内给股价带来压力，同时投资者认为将有更多的股票流向市场。

这些股票并不是全部可以卖出，抛售股票还要受制于其他限制条件，比如要求全部授权后才能卖出。Google也不会在一开始就卖出尽可能多的股票。与此同时，Google已经拥有了巨额现金，因而没有必要筹集更多的资金，尽管预计该公司将增加支出。

但包括Susquehanna Financial Group的玛丽安娜?沃尔克(Marianne Wolk)在内的分析师预计，至少将有部分被锁定的股票上市，从而增加供应量。根据募股说明书称，预计IPO后，时代华纳(Time Warner)拥有大约670万股Google的B类股，而雅虎(Yahoo)拥有约500万股此类股票。分析师预计这两家公司将在IPO后不久抛售所持的大部分股票，约占Google股本的4%。

沃尔克说，风险之一是庞大的内部交易抛盘。

纽约基金管理公司Fred Alger Management的总裁Dan Chung说，如果Google制定条款，限制其员工及投资者在两年内卖出股票，那么该公司和其他公司将受到鼓舞。他说，这也同该公司创建人宣传的投资者是其长期重心的言论相一致。

Chung说，Google的管理人员向他表示，将禁止公司内部人士达成对冲协议，此协议会使其降低在没有抛出股票的情况下，股价下跌的风险。但Chung说，Google的股价区间略有些高。他说，他的公司前几天曾与Google的管理人员举行过私下会谈，最终决定不购买该公司股票。

其他人则称，较短的禁售期最终将有助于、而不是损害Google的股票。这些投资者称，长期禁售都是由投资银行制定的，为的是人为地提振股价，而Google股票禁售期长短交错的做法将使投资者逐步退出头寸，而不会损害该股股价。

Trevor Stewart Burton & Jacobsen Inc的投资组合经理阿兰?克拉尔(Alan Kral)说，禁售期长会限制可交易股票的数量，Google逐步解除禁售将使得该股难以人为上扬，因为流动性较差。该公司不买进首次公开募股股票，而不参与Google的拍卖。克拉尔说，既然市场知道有内部人士持股将上市，就已经消化了这一因素，因而该股股价不会受到很大打击，这也不是完全负面的消息。

目前，财力雄厚的投资者正在计划此次的拍卖策略，试图不向竞争对手摊牌。自从对Google将发行股票的兴奋过后，就有越来越多的观点认为Google提出的预期价格区间表明该股不会便宜，而该股的定价可能位于预期价格区间的低端。部分投资者称，这种负面消息可能使他们在110美元左右的价格竞买股票，而仍有可能以合理的价格买到大量股票。他们说，难以抗拒这种诱惑：即以较低的价格竞买，希望能以较低的价格买到部分股票。

发股过后Google是否会停滞不前
Growth Undergirds Google's Pricey IPO But Can It Keep Up?

Investors had better be feeling lucky about Google Inc.'s growth prospects.

Now that the Internet-search company has trotted out its own $35 billion or so estimate of its value, the challenge for those pondering whether to participate in Google's initial public offering of stock next month is to figure out how much longer the good times will last.

Sure, the company is making money hand over fist, and it has juicy margins and profits that are expanding rapidly. But with its IPO shares likely to begin trading at expensive levels, Google is attractive only if it can maintain impressive growth.

In the near term, the acceleration likely will continue, analysts and industry specialists say. But some are concerned that growth in the search business and related advertising is slowing from its heady clip. Fewer people will be going online for the first time, they say, and those already on the Internet probably won't radically increase the number of searches they conduct. In the long run, Google likely will have to prove that it can continue to come up with new ways to profit from its dominant position in the Web-search business for its shares to be big winners.

"It all depends on how fast the growth momentum will come down," says Mark Mahaney, an analyst at American Technology Research, who says investors should put in bids of $115 a share for Google. "The question is how gracefully it exits hyper-growth."

Throughout the search industry there are indications that growth has slowed recently. Rival Internet titan Yahoo Inc., for instance, said earlier this month that the number of search queries was "pretty flattish" during the second quarter compared with the first period. Growth in the current quarter also should be flat, the company indicated. Ask Jeeves Inc., another search company, has seen its share price drop about 30% in the past four months amid investor worries.


Google's own revenue has been growing at a slower pace. Revenue increased 7% in the second quarter from the first, down from growth of 27% and 30% in the two previous sequential quarters. While revenue rose 104% in the second quarter compared with the same period a year earlier, that was below the 118% rise in the first quarter and the 126% jump in the fourth quarter of last year.

Some analysts, like Marianne Wolk of Susquehanna Financial Group, argue that the recent slowdown in growth was partly due to the summer months, when fewer people are in front of their computers. But this "seasonality" issue hasn't been quite as pronounced in recent years and its re-emergence could be a sign that the search industry is seeing an end to its scorching growth.

Then there is the law of large numbers, which means it will be almost impossible for Google to continue to double its revenue. At the same time, Google's IPO comes as Yahoo and Microsoft Corp. rev up their own search engines. Yahoo in February launched its own search technology, eliminating its reliance on Google. Microsoft recently streamlined its Web search page and previewed a new search engine it plans to release later this year. While Google maintains a lead for now, over time these rivals could steal away at least some searchers. Google has acknowledged that its profit margins likely will shrink as competition heats up.

A Google spokeswoman declined to comment.

Google's growth is driven in part by sales of ads that it places on other Web sites for advertisers, using its keyword ad-targeting technology. In these cases, Google shares the fees it collects from advertisers with the sites' publishers.

In the latest quarter, Google's average cut per $1 of ad revenue from its partners was 20 cents, up from 18 cents a year ago, says Mr. Mahaney, a good sign. But, analysts say that if Google tries to raise the revenue cut significantly, a competitor like Yahoo might undercut it, taking away business. And since it has to share that revenue, those ads are much less profitable than ads Google sells on its own site. Though 48% of Google's revenue now comes from its own sites, in the future, more of the earnings could come from sharing revenue with third parties.

So, is the $108 to $135 a share range that Google expects its shares to fetch an attractive price for a company that is still growing rapidly but is seeing the pace slow? At $121.50, the midpoint of Google's range, the stock is quite expensive, though in line with companies in Google's world. Analysts expect Google to rack up per-share earnings of as much as $3 next year, excluding stock-compensation expenses. So at $121.50, the stock would trade at about 40 times 2005's earnings, a tad below comparable estimates for eBay Inc. and Yahoo, according to Ms. Wolk.

Standard & Poor's 500-stock index trades at a much-lower 15 times 2005's expected earnings, though few companies in the index can expect to match Google's still-impressive growth or its high profit margins.

But Google is in the midst of ramping up its spending. Next year, the company is expected to report $781 million of free cash flow, which counts operating capital expenditures, below the $950 million of Yahoo and $1.16 billion of eBay.

"Google is spending significantly more than its peers," says Ms. Wolk. "They're investing in infrastructure to support long-term growth."

To keep the stock up, Google may have to come up with new areas of profit. Google has expanded into e-mail and areas such as social networking and Web logs, or blogs. Google also is thought to be working on ways to make it easier to find things on computer hard drives, though it has declined to comment about this. And a recent acquisition suggests that the company has plans for new ways to search and organize digital photographs and other multimedia.

One other promising area that Google has begun tapping is searches pegged to geographic locations, which shows strong potential for generating related ad revenue.

The wild card: Google might eventually accept branded advertising, like banner ads, which the company has always shied away from. That business could be a gold mine, though few expect the company's executives to agree to accept these ads any time soon.

"The stock market could be very sensitive to that decision," Mr. Mahaney, the analyst, says.
发股过后Google是否会停滞不前

投资者最好还是对Google的增长前景保持信心吧，不然在其首次公开募股(IPO)时就不要碰它。

这家互联网搜索服务公司对外界宣称，估计其市值将达到350亿美元，当此之时，那些正在盘算是否参与该公司首次公开募股的人面对的最大难题就是，要判断Google的好光景还能持续多久。的确，Google正在不费吹灰之力地大把赚钱，利润率和利润额都相当可观，而且还在迅速增长。但Google的IPO价格很可能低不了，因此，要吸引到投资者手中的真金白银，Google惟有能维持出色的增长业绩才行。

分析师和业内专家说，近期来看，Google的确有可能加速增长。但一些人担心，搜索业务和相关的广告业务的增长速度可能会放缓，以前疾风暴雨式的增长不会再继续了。他们认为，随著时间推移，没上过网的人越来越少，因此，“首次”上网的人也越来越少，而那些已经上过网的人使用搜索功能的次数可能不会大量增加。

长期来看，为使其股票成为大赢家，Google可能需要向世人证明，它能找出新的盈利途径来充分发挥其作为网络搜索业务领域霸主的潜能。

American Technology Research分析师马克?马哈尼(Mark Mahaney)说，Google股票能否受到追捧将完全取决于其增长势头多久以后会衰微。他说，投资者可以115美元的价格竞购该股。但问题是，Google能在多大程度上维持超速增长势头。

而从网络搜索行业的总体情况看，有迹象显示，近期增长已经开始减速。比如，Google的竞争对手、互联网巨头雅虎公司(Yahoo Inc.)本月早些时候说，二季度查询搜索的业务量与一季度相比表现平平。雅虎表示，本季度的增长也将乏善可陈。在投资者担心之下，另一家搜索服务公司Ask Jeeves Inc.的股价过去4个月里下降了30%。

而Google自己的收入增长也在放慢。二季度，其收入较一季度增长了7%，而之前两个季度的增幅分别是27%和30%。

虽然Google二季度的收入较一年以前劲增104%，但仍低于一季度的118%和去年四季度的126%。

Susquehanna Financial Group的玛丽安妮?沃克(Marianne Wolk)和其他一些分析师认为，近期业务增幅下降在一定程度上是因为夏季上网的人比平时有所减少。但是，这种“季节性”因素近些年并不明显，而最近的再次出现或许预示著网络搜索行业火热的增长期即将终结。

而且，还要考虑大数法则的作用，这意味著Google几乎没有可能再重现收入增长一倍的盛况。另外，Google的IPO正值雅虎和微软公司(Microsoft Corp.)都在加速推出自己的搜索引擎。雅虎2月份时推出了自己的搜索技术，从而摆脱了对Google的依赖。微软最近对其搜索功能的页面进行了简化，并预先展示了计划今年晚些时候推出的新搜索引擎。虽然Google目前在网络搜索领域还处于领先地位，但假以时日，它的这些竞争对手多少都会分流掉一些搜索用户。Google自己也承认，随著竞争加剧，其利润率可能会逐步萎缩。

不过Google的发言人拒绝发表相关评论。

Google的增长在一定程度上受到它利用关键词广告技术在其他网站上为客户发布广告的业务推动。在这种情况下，Google与网站发布商分享广告客户的收费。

马哈尼称，在第二季度，Google从合作伙伴每一美元广告收入中获得的平均分成为20美分，这是一个有利的信号。但是，分析师称，如果Google想要大幅提高分成收入，像雅虎(Yahoo)这样的竞争对手可能会乘虚而入，以低价抢走业务。因此，从这些广告中的盈利远不及Google在自己网站上销售的广告那么丰厚。虽然目前Google 48%的收入来自自己的网站，但将来可能有更多收入来自与第三方的共享收入。

那么，对于这样一家仍在迅速增长但增速开始放缓的公司来说，每股108至135美元的预期发行价是否还具有吸引力呢？以其指导价格区间的中点121.50美元来看，该股仍显得十分昂贵，不过和同类公司的股价相当。

分析师预计，不含股票补偿费用在内，Google明年的每股收益将达到3美元。沃克称，121.50美元将相当于其2005年收益的40倍左右，略低于eBay Inc.和雅虎的水平。

标准普尔500指数成份股的预期本益比更低，为2005财政年度预期每股收益的15倍，不过几乎没有哪家成份股公司预计能达到Google强劲的增势或其高利润率。

但是，Google正在大幅提高支出。预计Google明年包括运营资本支出在内的自由现金流将达到7.81亿美元，尚低于雅虎的9.5亿美元和eBay的11.6亿美元。

沃克称，Google正以远远超出竞争对手的速度扩大支出，对基础设施进行投资以支持长期发展。

为了支撑股价，Google可能不得不另辟盈利渠道。Google 已经开始挺进电子邮件、社交网络和网络日志等领域。据称该公司还在开辟新办法，以简化在电脑硬盘中进行搜索的过程，不过它拒绝就此置评。最近的一项收购表明，该公司计划探寻搜索和编排数码照片和其他多媒体产品的新途径。

Google开始涉足的另一个大有前景的领域是区域性搜索，这其中蕴含著获得大量相关广告收入的机会。

但是，Google可能最终会接受向来避免采取的条幅广告等品牌广告。这项业务潜力巨大，但是很少有人认为公司管理层会很快认可这种广告形式。

分析师马哈尼称，围绕这一问题的决定可能很容易引起股价的波动。

微软和Google看不起股市规则
Different generations, same disregard for the rules


One, the dominant force of the personal computer boom, has finally bowed to the realities of middle age. Microsoft at last agreed to hand over some of its extravagant profits to its shareholders: $32bn (￡17bn), to be exact, or enough to pay the European Union's recent anti-trust fine against the company 50 times over.

The other, just embarking on its own quest to become the dominant force of the internet age, is about to ask stock market investors to stump up $2.7bn.

How fitting, you may feel, that some of Microsoft's cash, through the recycling mechanism of the stock market, might go to build what could be the next great technology company. There are many ironies here. Google, in fact, is the anti-Microsoft. Its corporate motto, one that its young founders take every opportunity to repeat, is Don't Be Evil. In Silicon Valley, where Microsoft is feared and hated, the feel-good message is clear.

But this storyline, pleasing as it may seem, does not stand up to scrutiny. Google does not need Microsoft's cash. It does not need anyone's cash. It used to be that young companies went to the stock market to raise capital to build new businesses, but not any more. Google is from a different generation.

Just six years old, it already has cash coming out of its ears. Its operations are throwing off freshly minted banknotes at the rate of $800m a year. No less than half its revenues are being converted into free cash - a rate other businesses can only dream of.

Some of that money is being used to build a computing platform that has become a legend in technology circles. Google is thought to have more than 100,000 servers hooked up in a network that acts like a single giant brain.

This is the modern marvel of big information systems: they can be stitched together from thousands of low-cost boxes, often running on the open-source Linux operating system. Google's secret lies in the software that rides on top of this platform.

Google's giant computer could end up weakening Microsoft's grip on computing. If you get your information from Google or use it to send and store all your e-mail, you may eventually also turn to it to do things such as writing and storing all your electronic documents or organising your life. Who would need Microsoft Word, or the rest of its personal computer software?

But even after the costs of building and running one of the most awesome systems on the planet, Google is still turning out loose change at the rate of half a billion dollars a year.

There is an echo here of Microsoft in its youth. The software company was already producing surplus dollars of its own, although on nothing like this scale, when it made its stock market debut 20 years ago.

The rule these days is this: any company you would want to invest in really does not need your money. It is already producing plenty of its own. The stock market needs companies such as Microsoft and Google more than they need the stock market.

That is not the whole story. The market's other great purpose in life - supplying the liquidity that lets early investors pass on their shares to others - still acts as a powerful magnet for young companies. But without a need for capital, one of the main reasons for going public vanishes.

This may help to explain why Microsoft and Google have another characteristic in common: an apparent disregard for the rules of the game that is played in the public capital markets.

It has taken a prolonged slumber in Microsoft's stock price to force the software giant to do the mundane things that other companies have to do: pay a dividend, hand excess cash back to shareholders and cut costs.

Google has set out on the same path as the young Microsoft. Why play by the rules of a club that you do not really feel you need to join in the first place?

In fact, Google has gone one step further: it wants to change the rules of the stock market game. It is largely bypassing Wall Street's gatekeepers, the big investment banks, to sell its shares to the public and its founders do not intend to expose themselves to the threat of a takeover. Google also promises to dispense with the normal quarter-by-quarter earnings management system that oils the wheels of Wall Street.

For now, all of this seems merely cute. Give it a year or two, though, and it could well become tiresome. There is a reason the public markets work the way they do. Investors want regular information, and they want to be able to test managements against their promises. Google has a right to ignore the short-term effects of its actions, but it should not expect investors always to give it the benefit of the doubt.

If Microsoft is really serious about following Wall Street's rules, it should already be pondering the next logical step for companies whose stock prices have lost their sizzle: spinning off businesses that could attract a higher valuation on their own.

Inside Microsoft, and obscured by the awesome power of its main software business, a little Google is being born. Just as Microsoft once created its own online service, MSN, to take on America Online, the former internet star, so it is now creating its own search engine to take on Google.

The stock market may never again give the middle-aged Microsoft full credit for incubating fast-growing businesses such as this. But as the clamour over Google shows, the stock market loves a new star.

A new mini-Microsoft that combined the best of AOL with the best of Google. Now that might be a stock to invest in.
微软和Google看不起股市规则

乍看起来，微软(Microsoft)和Google本周似乎配合默契。


前者作为个人计算机发展中的主导力量，终于向人到中年的现实低头屈服。微软最终同意将其暴利的一部分交还给股东，确切地说是320亿美元。这相当于最近欧盟对该公司反垄断罚款的50多倍。

后者则刚刚开始寻求成为互联网时代的主导力量。该公司即将上市，打算从投资者腰包里掏出27亿美元。

微软的部分现金可能将通过股市的回流机制，用来扶持下一个伟大技术公司的崛起。您也许会觉得，它们的配合是多么默契啊。但此间已出现许多冷嘲热讽。事实上，Google是微软的对立面。该公司的座右铭为“不做邪恶的人”，而且是其年轻创建者的口头禅。在对微软又恨又怕的硅谷，到处充斥着自我感觉良好的气氛。

不过，这种说法尽管听上去很悦耳，却经不起推敲。Google并不需要微软的钱，也不需要任何人的钱。过去，年轻的创业公司要到股市上去筹资，用以开拓新业务，可如今再也不是这样了。Google属于新的一代。

尽管问世仅有6年，但Google公司已带来了滚滚财源。它创造新财富的速度达每年8亿美元，其收入有一半以上都被转为自由现金，这是其他企业所梦寐以求的。

这笔资金的一部分用来建造一个在技术圈子中已被赋予传奇色彩的计算平台。有人认为，Google拥有逾10万台服务器，并且相互连接成网络，就像一个巨型大脑。

这是大型信息系统的现代奇迹。通过开放源代码的Linux操作系统，成千上万台低成本服务器可以把它们相互连接在一起。Google的秘诀在于那些在这个平台上运行的软件。

Google的巨型计算机很有可能削弱微软对计算技术的控制。如果你可以从Google上获取信息，或用它来发送并储存全部电子邮件，那么，你最后也许会用它来写东西，并储存所有电子文档，或者用它安排自己的生活。这样的话，谁还需要微软的Word等个人计算机软件呢？

然而，即使把建设并运作这个全球最令人敬畏的系统所耗费的成本扣除，Google每年仍有5亿美元的富余。

微软在刚刚起步时与Google有共通之处。20年前，当这家软件公司首次上市时，公司已经开始赢利，尽管数额要少得多。

如今的规则是：你想投资的公司其实并不需要钱。它已经在大量赢利，是股市有求于微软和Google这样的公司，而不是相反。

事情并非完全如此。在现实生活中，股市的其它重要目标仍对新公司有着强大的吸引力，比如提供流动性，给早期投资者一个将股票转让给他人的机会。但是如果没有对资本的需求，企业公开上市的一个重要因素也就消失了。

这或许有助于解释为何微软和Google存在另外一个共同点：公然漠视公共资本市场游戏规则的存在。

经过一段较长时间的股价低迷之后，微软这个软件巨头才被迫去做其他公司不得不做的俗事：支付红利，把额外的现金返还给股东，并削减成本。

Google已经开始步微软早期的后尘。当你一开始就觉得没有必要时，为什么非得加入一个俱乐部，并按照其规则行事呢？

实际上，Google比这走得更远：它希望改变股市的游戏规则。该公司直接向公众出售股票，基本上绕开了华尔街的看门人――大型投资银行，并且其创立者不希望面临被收购的风险。Google还保证，要抛开正规的季度收益管理系统，而这却是保证华尔街正常运转的润滑剂。

目前，这一切看上去确实很棒，但再过一两年却可能变得枯燥乏味。公开市场的运作自有其一定的道理。投资者希望定期获得信息，希望能够检验公司的管理层是否兑现了他们的诺言。Google有权忽视其行动的短期效应，但却不应期望投资者的判断标尺总是对它有利。

如果微软确实要严格遵守华尔街的规则，就应该已经在考虑对那些股价疲软的公司来说较为合理的下一步行动：把能够吸引高定价的业务分拆出去。

在微软内部，一个小Google正在其主要软件业务的可怕阴影下诞生。就像从前微软创建自己的网上服务系统MSN，以挑战已成为互联网昨日之星的美国在线(America Online)一样，现在微软正在开发自己的搜索引擎，以同Google一较高下。

股市或许再也不会轻信，已步入中年的微软能发展出这样的高增长业务。但就象Google在股市上引发的喧闹那样，股市总是对新星情有独钟。

或许，一个结合了美国在线和Google双方优势的新的小微软，才是股市应该投资的对象。