Wall Street firms reap rewards as China's tech giants eye US IPOs
In Asia it seems that nothing lasts forever. While less than two years ago Chinese companies were rushing to de-list from the US in the face of fraud allegations and declining equity market valuations, today, US IPOs by PRC corporates are once again the talk of the town.
May 08, 2014 at 07:08 PM
4 minute read
In Asia it seems that nothing lasts forever. While less than two years ago Chinese companies were rushing to de-list from the US in the face of fraud allegations and declining equity market valuations, today, US IPOs by PRC corporates are once again the talk of the town.
Figures from Dealogic reveal that the value of listings by Chinese companies on US stock exchanges so far this year currently stands at $676m. There were no listings in the same period last year, $72m in 2012 and $601m in 2011. China's technology companies are leading the way, especially those dealing in e-commerce, social networking and mobile apps.
Indeed, the figures don't include this week's multi-billion dollar Alibaba IPO. One of the most highly anticipated listings of the year is expected to raise north of $15bn.
Lawyers expect the trend to continue in the second half of this year due to the growth in China's internet market and a healthy appetite for tech stocks among US investors.
"There are several reasons why PRC companies have been listing in the US," says Li He, a US and Hong Kong qualified capital markets partner with Davis Polk & Wardwell in Beijing. "One is that to list domestically or in Hong Kong there is a threshold, companies need a certain revenue or market capitalisation.
"Another is that for technology companies and particularly internet companies it is easier to market themselves. US investors are more familiar with these kinds of businesses and so the valuation is often higher. A third reason is that it makes it easier to do a US acquisition in the future."
Also key, another China-based partner added, is that investors seem undeterred by structures known as variable interest entities (VIEs) – being used by Chinese companies to sidestep government restrictions on foreign ownership in certain industries. Likewise, the 2011 concerns over accounting fraud and compliance issues in PRC corporates have been alleviated after limited evidence of fraudulent behaviour was found.
"There doesn't seem to be much concern about the VIE (variable interest entities) structure, both from the regulators' standpoint and also the perspective of investors," says the China-based partner. "At the same time the suspicion that used to prevail about systematic fraud involving Chinese companies has not amounted to anything."
He adds that the market has also not been impacted by the dispute between the US Securities and Exchange Commission (SEC) and world's 'big four' accounting firms regarding the handover of client documents – which ended with a US judge ruling that Chinese divisions of the accounting firms were to be banned from auditing US-listed companies for half a year, a decision which is itself being appealed. "While the decision is being appealed it doesn't affect the big four's ability to audit Chinese companies," says the partner. "There has been no impact on what's happening on the ground."
Unsurprisingly, US law firms are profiting from the resurgence in US IPOs. This is despite their UK counterparts, such as Freshfields Bruckhaus Deringer, Clifford Chance and Linklaters, being among the most active on the Hong Kong IPO scene. Indeed for the Alibaba deal, Freshfields was originally appointed to advise the issuer when the IPO was planned for Hong Kong, but was quickly replaced by Simpson Thacher & Bartlett when the e-commerce giant decided to list in New York.
Within the US group, a handful of players are dominating. These include Davis Polk & Wardwell, Kirkland & Ellis and Skadden Arps Slate Meagher & Flom. Other firms, such as Shearman & Sterling, O'Melveny & Myers and Sullivan & Cromwell, have also been winning mandates, though they have advised on fewer deals.
Compared with Hong Kong IPOs, partners say their firms can charge higher hourly rates, but are typically required to do less work, thus bringing in less revenue overall.
But Matthew Bersani, Hong Kong managing partner for Shearman & Sterling, says it is unlikely that firms will react immediately to the shift westwards due to high market volatility and a need to balance the business in Asia. He expects that a handful of firms will continue to reap the benefits in the near term.
"It's a very volatile market so it's hard to say how long it's going to last. I don't think any firm is going to react to six months of activity. And with Hong Kong IPOs we are actually more consistently busy. But it's a resurgence of a revenue stream and US firms have definitely benefitted."
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