The Secret Broker: When an IPO makes you laugh out loud
The Secret Broker
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After 35 years of stockbroking for some of the biggest houses and investors in Australia and the UK, the Secret Broker is regaling Stockhead readers with his colourful war stories — from the trading floor to the dealer’s desk.
No, not Prospa Group Ltd who achieved the complete opposite for their investors and produced a profit downgrade that even caused the staunchest Prince Andrew fan to blush.
I’m talking about a Geek, who wanted to raise some VC funds but had no Silicon Valley connections, so he did something which is either very clever or very stupid. Or both!
On 26th January 2008, Mike Merrill split himself up into 100,000 shares and offered himself out to his family and friends in an initial public style offering.
Within 10 days of the offering he raised $US929 ($1,367) from 12 investors and vouched that the remaining 99.1 per cent of shares not taken up would become non-voting.
They could now vote on his life decisions, as they could all earn dividends on the income he generated outside of his normal salary.
Over the next few months a total of 128 investors came onboard.
Mike started to find the paperwork overwhelming, so he geeked up and got a website built for $US500 and 500 shares in himself, which would then automate everything.
Initially shareholders got to vote on some of Mike’s projects. They firstly voted down his idea to do a marketing video to get him “more out there” but voted yes to his proposal to invest $US79.63 in a chicken farm in Rwanda.
But in August 2008, things got a bit more complicated when Mike moved in with a shareholder who was number 19 in his top 20.
Even though they had been dating for two-and-a-half years, it was a big move for our Geek. The couple talked about not having children as Mike could now see the financial burden this could place on his shareholders.
So, in true democratic style, he put a proposal vote to all shareholders on whether he should have a vasectomy.
The problem with this was that his girlfriend only found out about this when she received the shareholder notice.
The majority voted yes and she was furious. How dare they think she would not make a good carer of Mike’s children.
In response, Mike’s beloved became a shareholder activist and approached other shareholders to get it reversed (the vote, not the painful cut).
She got into the ear of Greg Borenstein, who built the original website and a stranger to Mike’s closely-knit holders.
He now held 300 shares (after some profit taking) and she persuaded him to come over to her side of thinking.
To cut a long story short, she managed to sway other shareholders to her way of thinking, saving Mike’s family jewels from the surgeon’s knife.
She did eventually leave Mike though (as Mrs Broker had predicted to me), after shareholders got him to vote as a Republican, having been a Democrat all his life. Shareholders said it reflected better on him/them.
By now, even the Rwandan chicken farmer had ran off with the investment capital, so an impairment was made.
She also had enough of Mike spending more time with shareholders than with her. Her consistent moaning about the issue prompted the response: “well just buy more shares then”.
A very Gerry Harvey comeback quip I thought, with not one proxy voting advisor in sight!
As the years rolled on, shareholders got to influence how Mike should act.
They voted yes to Mike becoming a Polyphasic sleeper. This meant that Mike had to start sleeping just four hours at night, with catch up naps during the day. This lasted a month before he collapsed in a heap of tiredness.
They voted yes to him becoming a vegetarian.
And when Mike got an automatic life insurance policy for US$100,000 through work, shareholders voted that upon his death, this would be distributed to them, not his next of kin.
When shareholders approved who he was dating, the new girlfriend went and brought 50 shares in him and Mike said it was the most romantic thing anyone had ever done for him.
She said she “tended to date weirdos” and would have brought more shares, but she was moving into a new apartment and was a bit short on cash. It was unclear if she was planning a merger or an acquisition on that statement.
After three months of dating, she told Mike she wanted some incentive options on him. He thought that if Google and Facebook gave out incentives, why shouldn’t he.
A contract was drawn up and put to a shareholder vote. The strike price was to be set at the share price as at 5pm on the day that shareholders ratified the contract.
They voted yes but this caused his share price to crash as his girlfriend tried to game the price down and sold one share at 99c on the open.
A sharp-eyed investor could see what she was doing and pushed the shares to US$12, but she managed to out manoeuvre him and at 4:59pm she scooped up one share for $US1.52. She was set.
Recently, shareholders voted on Mike to leave his full-time job and work solely for them.
With their backing, there are now over 6,000 shares out there, as Mike auctions some off every year to satisfy demand. Their last price was $US4.64, having reached their all-time high of US$18 on 17th September 2012.
The latest news is that Mike has become an executive producer on an IPO Series based on his story and partnered with Amazon and Sony Pictures Television, but if you can’t wait for the show and if you want to see him in real life action, then watch this:
I always kicked around the idea of floating off a bunch of high paid CEOs in a LIC-style ASX offering (read TSB’s thoughts on LICs here) by forward selling their income but never thought of doing it for a Geek like Mike Merrill.
As he says, “if it’s a stunt, it’s at least a long-term stunt!” and the only way for him to ever get out of the situation is to launch a takeover bid on himself.
At least, if you add Mike to your portfolio, the ASX cannot suspend him for any reason, which seems to be something they are getting ferocious at doing at the moment.
The Secret Broker can be found on Twitter here @SecretBrokerAU or on email at firstname.lastname@example.org.
Feel free to contact him with your best stock tips and ideas.