Demand Media S-1/A implies lower pricing

Early this week, before Demand Media released its amended S-1 registration statement (S-1/A), I wrote a piece describing what a $1.5 billion IPO would look like compared to a $1.5 billion acquisition.  However, that was based on nearly twice as many shares being assumed outstanding, since the amended registration statement (filed today) notes a “1-for-2 reverse split of common stock.” 

In the simplest sense, that means that if you were planning on a $9 to $12 per share offering price previously, you would now be looking at an $18 to $24 per share price range.  Or, if you held warrants with a strike price of $6 per share they would become warrants with a strike price of $12 per share.  In both cases, it’s worth noting that the target price range would still be above the penalty rate for the Series D shares ($7.73 minimum offering price before the reverse split and $15.82 minimum offering price after the reverse split).

Also, the original post assumed that all of the shares would be original issue shares, versus shares offered by selling shareholders (secondary sales). The current registration statement indicates that 40% of the proceeds will go directly to selling shareholders.  This, of course, means the market cap will be slightly less, since fewer shares will be outstanding.

Here’s a revised payout table of how an IPO, post split, would look like at $1.5 billion versus an acquisition at the same price for certain holders.