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THE DAY AHEAD: Divine InterVentures&#039 IPO needs help from above

Internet incubator Divine InterVentures may need some divine intervention to make its initial public offering a hit. It'll at least need a few prayers when shares begin trading Friday.

A few months ago, the offering of Divine, a business-to-business e-commerce and infrastructure incubator, would have been a no-brainer. Investors were in love with Internet incubators as their IPO offspring regularly put up triple-digit returns. Now, Wall Street is a bit more selective and Divine's timing couldn't be worse.

Divine's (Proposed ticker: DVIN) biggest challenge may be taking itself public in a market where Internet incubator valuations have fallen sharply. The company's business model is well-known -- it invests in, and nurtures, development stage B2B and infrastructure companies and cashes in when they go public. Divine is trying to be like CMGI (Nasdaq: CMGI), Internet Capital Group (Nasdaq: ICGE) and Safeguard Scientifics (NYSE: SFE) as it attempts to create an "Internet Zaibatsu," a synergistic community of Net companies.

But Divine isn't much different from the companies it incubates. Divine, which started operations about a year ago, has virtually no IPO track record to hang its portfolio on. The company, which lost $44 million for the three months ending March 31, only owns small stakes of two public companies -- Neoforma.com (Nasdaq: NEOF), 1.5 percent, and Sequoia Software (Nasdaq: SQSW), 8.8 percent.

In regulatory filings, Divine lists its 52 portfolio companies, and only a few are more than just concept companies. Without a few IPO hits, Divine may have trouble convincing investors to buy into its 14.2 million shares, expected to price between $13 and $15. The company had initially planned for a 50 million offering priced between $6 and $8. Robertson Stephens replaced CS First Boston as the lead underwriter in the company's latest filing.

Simply put, Divine doesn't have any headliners. CMGI had Lycos (Nasdaq: LCOS), GeoCities and a host of others in its stable, and ICG had VerticalNet's (Nasdaq: VERT) successful IPO. Divine's headliners, companies in which it owns a significant stake, will take years to surface, especially since many portfolio companies (iSalvage.com, Aluminum.com and BeautyJungle.com) are still in the development stage.

"The issue is 'What's really the value of the companies within Divine?'" said Paul Bard, an analyst with Renaissance Capital, an IPO research firm. "It's hard to gauge because the companies are very early stage."

And the competition is stiff. CMGI, Safeguard and ICG are well-known, well-funded entities. Idealab! is a private company, but has more recognizable portfolio companies. Idealab, which has filed to go public, has hatched eToys (Nasdaq: ETYS), TicketMaster Online-CitySearch (Nasdaq: TMCS), Goto.com (Nasdaq: GOTO) and NetZero (Nasdaq: NZRO), to name a few.

In fact, many incubators are already distancing themselves from the fickle IPO market. CMGI chief David Wetherell said on a recent conference call that the company doesn't depend on IPO hits to survive.

Without much of a track record, Divine is relying on some high-tech star power to reel in investors. Concurrent with the IPO, Divine will complete private placements with Microsoft (Nasdaq: MSFT), Compaq (NYSE: CPQ), Hewlett-Packard (NYSE: HWP), Level 3 (Nasdaq: LVLT) and CMGI. Those tech titans, which will sell services to Divine's stable of companies, will become shareholders. Divine will have more than $391 million in cash after the IPO.

Those big-time investors were brought on board by Andrew J. Filipowski, CEO and chairman. Filipowski was the CEO of Platinum Technology, which was acquired by Computer Associates (NYSE: CA). Michael P. Cullinane, Divine's chief financial officer, was also a Platinum alum.

Divine has the pedigree, but still may need help from above.