Classmates: Cashing In On Social Networking Hype

The social networking hype is at an all time high, with many speculating about the potential of a Facebook initial public offering, that might value the Palo Alto-company in billions. When (and if) that happens remains to be seen, but United Online (UNTD) (UOL), an Internet Service Provider that owns brands like Juno and NetZero, is wasting no time, and is spinning off its Classmates and MyPoints subsidiaries.

You might remember Classmates, the ultimate pop-under advertiser and bane of all Internet surfers for a long time. The two divisions were bundled together on August 3, 2007 and the combo, Classmates Media Corp., has filed to go public.

The Woodland Hills, Calif.-based company is betting that being a poor man’s Facebook label would be enough to help the company raise $125 million. Classmates had revenues of over $42 million and had a small loss of $250,000 in the quarter ending March 31, 2007. Goldman and JP Morgan are running the book. The fact that company didn’t include second quarter results in the S-1 shows that this filing was hurried, and an opportunistic move by UOL. And then there are red flags. For instance, investors who buy into the IPO will get Class A shares, but UOL, which will own Class B shares will control the company.

As long as UOL controls us, the ability of holders of our Class A common stock to influence matters requiring stockholder approval will be limited……After the completion of this offering, UOL will own more than 50% of the total voting power of our capital stock, and as a result we will be a “controlled company” under the Nasdaq Global Market, or Nasdaq, corporate governance requirements. As a controlled company, we will be exempt from the obligation to comply with certain Nasdaq corporate governance requirements

Classmates’ filing is an example of how companies with debatable prospects are being rushed to the market, and will ultimately cause the IPO market to freeze. According to Deutsche Bank, about $4.1bn has been raised year to date with 35% of that coming in June alone.

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