Square sets IPO price range, would be valued below last private round

November 6, 2015, 6:36 AM EST

Payments company Square this morning filed paperwork with the Securities and Exchange Commission that suggests that company plans to sell 27 million shares in its upcoming IPO at between $11 and $13 per share. At the high end of that range, Square would be valued at approximately $4.19 billion — which is much lower than the company’s most recent valuation in the private market.

The San Francisco-based company would have a dual-class stock structure, and the float would represent just over 8% of its total outstanding shares. On a fully-diluted bases — meaning that all restricted stock units and other such instruments are exercised and converted — the company would have a valuation of around $6.2 billion at the high end of its proposed IPO range.

Square, founded and led by Twitter CEO Jack Dorsey, filed its public documents for an IPO in October, after filing confidentially earlier this summer. It will list on the New York Stock Exchange under ticker symbol “SQ,” with Goldman Sachs serving as lead underwriter.

In its original S-1 filing, Square reported a $77.6 million net loss on around $560.5 million of what it calls “net revenue” for the first six months of 2015, compared to a $79 million net loss on around $372 million in revenue for the same period in 2014. But in a more recent filing disclosing third quarter financials, Square posted a net loss of $53.9 million on $332.2 million in revenue, representing slower revenue growth and faster loss growth than in the year-earlier period.

With this filing, we can assume that the roadshow will start on Monday morning, with the public listing to take place the week prior to Thanksgiving.

Square most recently raised $180 million in private funding at $15.46 per share, in a multi-stage Series E round that spanned from September 2014 through just last month. Holders of Series E stock will receive extra shares if the IPO prices below where they purchased, via an anti-dilution provision known as a ratchet (additional shares would represent 1.6% of total outstanding shares, were Square to price in the middle of its proposed range).

It’s also worth noting that the lower end of Square’s anticipated IPO range also is below the $11.01 per share price of its Series D round, which was raised all the way back in September 2012. None of Square’s private investors are expected to sell stock in the IPO.

The company also agreed back in August to facilitate the sale to a third party of around 2.27 million Series D shares currently held by Starbucks at a minimum of $16.30 per share by the end of next October, as part of its termination of a money-losing partnership with the coffee shop giant. However, if Square completes its IPO, that obligation would be erased at the conclusion of its lock-up period.

Square IPO Prices at $9 a Share, Below $11 to $13 Range

Nov. 18, 2015 10:37 p.m. ET

Skeptical investors forced Square Inc. to sell shares in its initial public offering for less than the mobile-payments startup had hoped, further souring the market for new technology-company stock.

The six-year-old company, founded and run by Twitter Inc. Chief Executive Jack Dorsey, priced at $9 a share late Wednesday, according to people familiar with the matter. That is beneath the projected offering range of $11 to $13 and even further below the $15.46 at which Square raised money last year from private investors.

The IPO was one of the highest-profile offerings in months, and the result is further evidence that public investors are growing more skeptical of the enormous valuations that venture capitalists are putting on private technology companies.

Square is one of more than 120 private tech startups sporting valuations above $1 billion, according to Dow Jones VentureSource, and is one of the most valuable ones focused on financial technology.

The price gives the company a market value of about $3 billion, which doesn’t include any future shares issued to employees. The shares are set to begin trading Thursday morning on the New York Stock Exchange.

Some of Square’s late-stage private investors will be protected by what is known as a “ratchet,” which guarantees them a minimum boost by issuing them more public shares since the IPO has priced below the agreed minimum.

Those investors include at least two banks working on the IPO: J.P. Morgan Chase & Co. and Goldman Sachs Group Inc. The deal was led by Goldman, along with Morgan Stanley and J.P. Morgan.

Square on Wednesday reported a quarterly loss and beat Wall Street's sales expectations.
The payments processing company reported an adjusted fourth-quarter loss of 20 cents per share on $374 million in revenue. The loss was not comparable to Wall Street's expectations.
Analysts expected Square to post a loss of 13 cents per share on $343 million in revenue, according to a consensus estimate from Thomson Reuters.

Total sales rose 49 percent from the previous year

Analysts expect the company to lose about $0.09 per share on sales of around $341 million.

Square loses 29 cents per share on revenue of $379M

The 180-day lockup period on Square stock expires May 16. As of the end of the March quarter, the company estimated that there were 335 million common shares outstanding and that roughly "64 million stock options and warrants covered by the lockup will be exercisable at the expiration." Dorsey said the company isn't worried and is "really confident in [its] investors and their confidence in the business."