Why Fender pulled its IPO

July 20, 2012: 3:07 PM ET

Guitar manufacturer Fender cancelled its IPO after its stock was deemed overvalued by some investors.

By Omar Akhtar

FORTUNE -- Rock'n'roll preserved a little bit of independence after Fender reversed its plans to go public, citing poor market conditions.

On Friday morning, Fender CEO Larry Thomas said in a statement that "current market conditions and concerns about economic conditions in Europe do not support completing an initial public offering at what we believe to be an appropriate valuation at this time."

The legendary guitar maker, whose iconic Stratocasters and Telecasters have long been associated with rock royalty such as Eric Clapton and Jimi Hendrix, filed for an initial public offering in March. The offer, set at 10.7 million shares at $13 to $15 a share, was expected to raise about $150 million for the company and its biggest shareholder, San Francisco-based private equity firm Weston Presidio.

In its SEC filing, Fender said it planned to use its share of the proceeds – almost $90 million – to pay down a chunk of its $257 million debt. Moody's Investors Service had welcomed the move, rating Fender's IPO plans as "credit positive," in a March report. But a large debt load and a poor industry outlook may have spooked investors, forcing the company to rethink its plans.

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Jeffrey Bronchick, the chief investment officer at investment advisory firm Cove Street Capital, says the stock was overvalued. "It is a much more difficult business than what it was being sold as," says Bronchick (who also plays guitar, on a Fender). "It was highly levered, there was a big question mark on growth and it was priced too high, which makes for a fairly toxic combination."

Though Fender remains the largest guitar-maker in the world and an iconic brand name, the market for guitars hasn't been great. The recent recession forced many people to reconsider purchasing luxury items such as electric guitars. The company had $700 million in sales last year, down from $712 million in 2008. About a quarter of Fender's net sales come from Europe, where financial uncertainty has lessened demand.

With the decline of rock music as a popular influence, teenagers interested in making music are more likely to spend their limited cash on computers or other electronics. The traditional garage band, the lifeblood of electric guitar sales, has given way to electro-pop made on a laptop.

Fender's attempt to go public could also be attributed to Weston Presidio's goal of cashing out. The firm was putting up a third of the shares in the offering. Going public would have allowed it to sell some of its stake now, and easily sell the rest in the future. "They can't own it forever, they have to raise equity in the company, sell and get out," says Bronchick.

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Weston Presidio paid $57.8 million for its stake in Fender back in December 2001. Fender used the money from the sale to help pay the shareholders who had orchestrated Fender's buyout from CBS in 1985. In 2005, Weston Presidio recapitalized the company thanks to a $320 million debt-financing package from Goldman Sachs (GS). Under terms of the deal, Fender had to pay Weston Presidio (along with other shareholders and employees) a total of $215 million in dividends and bonuses.

Fender continued to borrow money, most notably for its $117 million acquisition of competitor Kaman Music. After the deal, Fender's ratings outlook was downgraded by Moody's from "stable" to "negative" in 2007.

Most of Fender's current debt is owed to affiliates of J.P. Morgan (JPM), which was also one of the underwriters for the IPO. The debt has variable interest rates and comes with restrictions on Fender's spending ability, which means no dividends and slower growth.

Fender's debt problem consists not only of what it owes but what it is owed. The company is currently owed $11 million by its biggest customer, musical instruments retailer Guitar Center. Fender's fortunes are intrinsically linked to Guitar Center. The retailer accounts for nearly a sixth of Fender's annual sales, and Fender CEO Larry Thomas had previously held the same position at Guitar Center. Thomas was responsible for taking Guitar Center public and then selling it to Bain Capital in 2007. Until the sale, Guitar Center was also partially owned by Weston Presidio.

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Guitar Center has been losing money every year since, making it a nightmare investment for Bain Capital. Moody's rated it a lowly Caa2 (defined as "poor standing and subject to very high credit risk") in November 2010. In its report, the ratings firm stated that "the company's capital structure is unsustainable over the medium term at current levels of operating performance, and hence the probability of a default has increased."

The agency affirmed the rating in February this year and as of March, the principal balance on Guitar Center's outstanding long-term debt was $1.57 billion.

Corporate ownership was also a prickly subject for Fender fans. The 20 years it was owned by CBS—from 1965 to 1985—were regarded as the guitar-maker's worst period in terms of the quality of its product. Customers decried the cost-cutting measures that led to sub-standard production.

"The management at CBS handled Fender very poorly," says vintage guitar expert and guitar storeowner George Gruhn. "Quality control was down, executives who had no knowledge of the industry screwed up the product and musicians were very unhappy."

Some Fender purists may be thrilled that the company shelved its IPO. "I say scoop up as many Fenders as you can now, regardless of year and country of construction, because after the IPO, they are never going to match that quality again," said one commenter on an online Fender forum.

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