Alibaba talks corporate governance to potential IPO investors

Alibaba Group Holding Ltd (IPO-BABA.N) founder Jack Ma on Monday surprised potential investors at a standing-room only event in New York by addressing governance concerns over the Chinese e-commerce giant, including a controversial 2010 spin-off of its online payment service.

Ma made the remarks at a luncheon at the Waldorf Astoria hotel in New York in front of hundreds of hedge funds, mutual funds and other institutional investors, as the company kicked off a two-week, multi-city marketing blitz for its initial public offering.

Alibaba was expecting about 500 investors to attend the first stop on the roadshow, but some 800 showed up, forcing some into overflow rooms.

Alibaba is seeking to raise more than $21 billion in the largest-ever U.S. technology IPO, valuing the company at up to $163 billion. It expects to price the IPO at $60 to $66 per American Depositary Share, which are scheduled to start trading on the New York Stock Exchange later this month.

Industry analysts had expected Alibaba to try for a valuation in excess of $200 billion, ranking it among the 20 largest publicly traded companies in the United States. The marketing effort, which will take Alibaba on a globe-trotting tour, will help determine whether the company will price above its initial range and come closer to that valuation.

Several investors who spoke with Reuters before and after the event said they went into the presentation with a series of questions about Alibaba, ranging from concerns about its corporate governance and transparency, to plans for U.S. acquisitions and growth. They said they did not learn anything new during the lunch - of boxed turkey sandwiches - but came away feeling the event was well-choreographed.

Akram Yosri, a managing partner at 3iCapital Group, said he had hoped to find out more about how the company planned to grow globally, and particularly how it plans to compete with Amazon.com Inc (AMZN.O) and eBay Inc (EBAY.O) in the United States.

"Did I learn anything? Absolutely not," he said.

But Yosri and other investors said they found Ma to be impressive, with some describing the former English teacher who founded the company in his apartment as "charismatic". In his 10-minute remarks, Ma emphasized how the company serves small businesses in China and addressed issues of governance, investors said.

Alibaba accounts for about 80 percent of all online retail sales in China, where rising Internet usage and an expanding middle class helped the company generate gross merchandise volume of $296 billion in the 12 months ended June 30. Revenue in the June quarter increased 46 percent to $2.54 billion from a year earlier, faster than the 38.7 percent growth in the previous quarter.

But the company has seen its share of controversy, in particular over governance and the outsized influence of its founder and senior managers. Ma holds deep sway over executive and board appointments at the company, an influence that is set to strengthen further after it goes public.

In 2010, a decision to spin off Alipay to a company Ma controlled also led to objections from major investors, including Yahoo Inc (YHOO.O) and SoftBank Corp (9984.T).

Ma surprised investors at the event by talking about the move unprompted.

"Ma said it was a tough decision and time will prove it was a good one," one investor at the luncheon said, referring to the Alipay decision. Two other investors who had flown from Toronto to attend the roadshow said they understood Ma's comments to mean, "'Trust me on this one.'"

An Alibaba spokesman declined comment.

Alibaba has been billed as one of the hottest IPOs of the year, eliciting the kind of anticipation among investors that was last seen in 2012 when Facebook Inc (FB.O) went public in a $16 billion offering.

Alibaba's draw was evident on Monday. Investors waited on long lines for elevators, making some fret about being able to make it to the venue on time and other hotel guests wondering about the cause of the commotion. Among the investors attending the event was Mario Gabelli, CEO of Gabelli Asset Management.

The event, which started later than expected, kicked off with a video about the company. Executive Vice Chairman Joe Tsai presented some slides; Ma's remarks followed.

Management took questions from investors. But 3i's Yosri said all questions were screened. He said he was disappointed they didn't take "the tough New York questions."

EARLY START

Alibaba executives and bankers started their day early, with a management presentation to about 300 salespeople for the six banks underwriting its offering. They gathered at Citigroup Inc's (C.N) offices on Greenwich street in Lower Manhattan for an hour, according to the source familiar with the meeting.

Besides Citigroup, Credit Suisse Group AG (CSGN.VX), Deutsche Bank AG (DBKGn.DE), Goldman Sachs Group Inc (GS.N), JPMorgan Chase & Co (JPM.N) and Morgan Stanley (MS.N) are the joint bookrunners for Alibaba's IPO. Rothschild is Alibaba's independent equity adviser.

Tsai fielded questions and did the main presenting to the sales force at the Citigroup meeting, according to the source.

Alibaba is selling 123.1 million of the 320.1 million ADS shares slated for the IPO. Shareholders including Ma, Tsai and Yahoo are offering the remainder.

The company plans a Tuesday presentation at the Four Seasons hotel in Boston, according to a person who saw an invitation.

(Reporting by Liana B. Baker and Jessica Toonkel in New York; Additional reporting byMichael Erman; Editing by Lisa Von Ahn and Bernard Orr)