Shein Had 4.4 Billion Reasons to Speed Its IPO Along－By Esther Fung, WSJ

Companies typically go public to raise money to supercharge growth. Fast-fashion giant Shein has another motivation.

The company’s initial public offering in Hong Kong this week is allowing it to avoid paying out billions to early investors.

If Shein hadn’t sold shares by the end of the year, the company would have been required to fork out nearly $4.4 billion in cash to holders of its convertible redeemable preferred shares. With the IPO, the $17.3 billion in preferred shares was converted to ordinary equity, and that obligation was wiped off the books.

But Shein was still on the hook for another payment. Holders of those preferred shares were entitled to a payout of billions more, in part because the company’s valuation has fallen from its peak. That payout came to nearly $3.5 billion in cash, according to regulatory filings.

The retailer on Monday priced its shares at 48.56 Hong Kong dollars each, equivalent to about $6.20 and near the middle of the range of HK$47.60 ​and HK$49.50 it provided last week.

The company pressed ahead with its IPO despite slowing growth and regulatory headwinds in the U.S. and European Union. Shein priced its IPO at a valuation of around $26 billion, roughly a quarter of the $98.2 billion valuation it achieved in a funding round in 2022.

Shein started selling its wares in the U.S. around 2012 and shot to popularity during the pandemic when more people shopped online. Its supply-chain prowess and vast range of styles at affordable prices made the brand a favorite among many U.S. consumers. It showed other retailers, including Amazon .com, that consumers were willing to wait more than a week for their online purchases to be delivered—if the price was right. But rivals soon emerged, such as Temu, which sells more products apart from apparel.

Shein’s business model of selling massive amounts of cheap goods lost some of its shine as more countries started imposing tariffs on small packages. The U.S. removed a trade exemption that allowed packages valued at or below $800 to enter the country duty-free, and the EU has introduced a €3 (about $3.50) customs duty on imports of low-value parcels.

Shein has worked toward its IPO for years, and the looming $4.4 billion obligation wasn’t the only reason it went public. But the threat of the big payout on Dec. 31 was certainly a part of its reason to press ahead, said Jianggan Li , founder and chief executive of Momentum Works, a research advisory firm based in Singapore.

“Complete the listing before then,” said Li, “and a very large liability comes off the balance sheet.”

While that liability will now be off its books with a successful IPO, Shein said it was saddled with another bill: the roughly $3.5 billion it owed its early investors upon going public.

That amount includes $1.3 billion that Shein had to pay several late-stage pre-IPO investors who had been guaranteed a cash payout at an 8% or 12% annual return, and up to $2.2 billion in compensation for the fall in the company’s valuation in the period after they made their investments. The $2.2 billion was a projection based on the lower end of the offer price range, or HK$47.60 per share, so the total bill will likely be smaller than $3.5 billion. The exact amount has yet to be disclosed by the company.

Notably, the amount it owes investors is more than the roughly $1.7 billion the company raised in the IPO. The company said it was paying the funds to its investors out of cash it has on hand.

The investors entitled to the payments include entities linked to HSG, formerly known as Sequoia China, Boyu Capital, Tiger Global, General Atlantic, Thrive Capital and others.

“What the IPO really does here is resolve the capital-structure overhang,” Li said. “It gives investors liquidity, terminates those preferred-share rights and cleans up obligations created when Shein raised money at much higher valuations.”

Shein could have kicked the can down the road by renegotiating terms with its investors, he said: “Shein is not taking the cheapest way out of its old financing obligations. It is taking the cleaner way out.”