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Facebook Orders Banks To Stop Leaking IPO Details

redletterdave writes "In the weeks leading up to Facebook's massive $100 billion initial public offering, Mark Zuckerberg reportedly told JPMorgan Chase, Morgan Stanley, Goldman Sachs and the other banks involved in the IPO to stop leaking information to the media. Zuckerberg was reportedly unhappy that the banks leaked details about his company's Wall Street debut, including the Feb. 1 date it chose to file its S-1 paperwork with the SEC. Facebook execs are also miffed about the subtle rivalry between Morgan Stanley and Goldman Sachs, which were jockeying to become the lead underwriter for the IPO, the largest since Google's $1.7 billion offering in 2004. The banks are heeding Zuckerberg's warning, urging their employees to keep quiet about Facebook's filing, because disobeying Zuckerberg's wishes could mean getting dropped from one of the most lucrative IPOs in recent memory. The banks stand to make $40 million from their deals with Facebook."

35 of 110 comments (clear)

  1. Except it's not $100B. by GuruBuckaroo · · Score: 2

    It's $5B, isn't it? I mean, come on, basic facts too much to ask?

    --
    Poor means hoping the toothache goes away.
    1. Re:Except it's not $100B. by SadButTrue · · Score: 5, Informative

      $5B is the amount FB will pocket with the sale of shares at the IPO price. The $100B number is the market value of all share @ the ipo price, give or take. I have heard as low as $75B.

      --
      grape - the GNU free, open source rape
    2. Re:Except it's not $100B. by blueg3 · · Score: 3, Informative

      Right. The public offering is $5B in shares. The market cap of the preexisting shares is not a part of the public offering. It's often the number bandied about during an IPO, but it is not the actual size of the IPO.

  2. Advice: no stock price pop by mveloso · · Score: 5, Interesting

    Remember, a pop in the stock price isn't a sign of success - it's a sign that your underwriter priced your stock too low and you got shafted.

    Facebook should have a clause that if the stock pops more than 10% on opening day the lead underwriter must pay them at least 70% of the lost proceeds:

    Price: $100/share
    Opens: $180/share
    Payout from lead underwriter: $56/share

    That'll make sure that the models are accurate. The only reason to go to these guys is to maximize the cash you get for your company. Your job isn't to make them and their clients more money.

    1. Re:Advice: no stock price pop by Anonymous Coward · · Score: 2, Insightful

      Remember, a pop in the stock price isn't a sign of success - it's a sign that your underwriter priced your stock too low and you got shafted.

      It could also be a sign that the stock is wildly overvalued beyond expectations. VA Linux?

    2. Re:Advice: no stock price pop by rednip · · Score: 2

      First off you're right,secondly, I don't think that an underwriter would never agree to such a term, nor would the company want a clause that was designed to encourage them to find a lower stock price. While I'm no expert on the subject, I don't believe that an IPO is ever even most of the shares, it's more a 'taste' for the market. On some levels it's like the free sample at the supermarket. Subsequent sales are brought in at the market price once that has been established. Besides, it also sets up the ability for current owners to 'cash out', or establish credit on their ownership, and clearly they're hoping for the best price always. Sure the company has an interest in making the strike price reasonable close to reality, but one shouldn't underestimate the value of a big pop would have on publicity (even facebook still likes to be in the news).

      --
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    3. Re:Advice: no stock price pop by nedlohs · · Score: 3, Interesting

      That's irrelevant, that overvaluedness could have gone into you pockets (you could have issued a smaller percentage of the company for the same amount of capital raising) if the IPO was priced higher to start with.

      The big banks want undervalued IPOs. Sure it harms the "client" - but that client is a one off - that "I" part makes it unlikely you'll be doing it again after all.

      However, those big institutional investor clients of the big banks - they like seeing the price of the stocks they just bought shoot up fast. And they'll be buying more stocks in future IPOs, so keeping them happy is well worth it.

      Hence the big banks like to undervalue IPOs. Of course in this case they're screwing facebook. Couldn't happen to a nicer guy and all...

    4. Re:Advice: no stock price pop by quarterbuck · · Score: 3, Insightful

      What you said should be true, but it is not in many (and specifically in this) case
      Usually companies do a public offering of a chunk of their private stock to raise working capital, fund growth etc. In those cases the company wants to get as high a price as possible. It used to be the case that the banks would indeed shaft the companies by allocating stock to their preferred customers at a low price and letting the stock pop (giving profits to these "preferred" clients). After the dot com bust, NY courts have come down on this practice pretty hard.
      In this case, Facebook is only IPOing 5% of their stock. So what price it is is sold is less important than having it sold at all. And even more strangely, the company has no need for the IPO proceeds. The prospectus specifically says that the reason for having the IPO is to have an opportunity for the privately held stock to be sold later on. It also says that no specific use for the 5 Billion has been found.
      So in that sense they do want the stock to pop after launch -it gets everyone excited and hopefully the euphoria will last 6 months when the insiders can finally sell.

      --
      http://slashdot.org/submission/1062723/Cheap-mobile-data-plan?art_pos=2
  3. Re:banks make only $40 million? by NotQuiteReal · · Score: 2

    Just what I was thinking - .04% seems light.

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    This issue is a bit more complicated than you think.
  4. Apparently... by TWX · · Score: 2

    ...Zuckerberg et al. don't know what "Leak" means...

    --
    Do not look into laser with remaining eye.
    1. Re:Apparently... by Formalin · · Score: 5, Funny

      The banks posted it on facebook, and thought they had done so privately. Apparently not. I guess that 'no privacy' sword cuts both ways, eh zuckerberg?

  5. Banks reply ... by PPH · · Score: 5, Funny

    ... next time, read our terms of use and privacy controls policy. You didn't override the default public settings in some hard to understand control panel. Better luck next time Zuckerberg.

    --
    Have gnu, will travel.
    1. Re:Banks reply ... by game+kid · · Score: 3, Funny

      If you do that again, I swear I'll try to remove you from the public offering but use the wrong page and just hide you from it instead!

      --Mark Zuckerberg, a.k.a BiZ MARKie

      --
      You can hold down the "B" button for continuous firing.
  6. SEC filings public documents? by frdmfghtr · · Score: 4, Insightful

    Aren't SEC filings like this public documents?

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    1. Re:SEC filings public documents? by Anonymous Coward · · Score: 3, Informative

      Yes, they are. What seems to be the issue is that everyone in the blogosphere knew about the filing the day before it was filed.

    2. Re:SEC filings public documents? by quarterbuck · · Score: 4, Informative

      It matters for a few reasons
      1) SEC does not like clients advertising/talking to media etc. in the quiet period prior to IPO. If everyone knew when the documents were being filed, SEC could then treat that period too as a quiet period and would hinder facebook's advertising. It can also block any private capital raising that facebook is doing.
      2)It affects prices of related stocks. Look at how linkedin, zynga stocks jumped the day after facebooks filings. It would have been easy to buy those stocks the day before filing and sell it the day after for a significant profit. It is true that linkedin/zynga stocks should not move on facebook news, but certainly their volatility increases when facebooks revenue metrics are released. So anyone buying options on these related stocks the day before profited
      3) If at the last minute facebook wanted to change their bookmakers ( non-lead bookmakers can be changed easily enough), it would be difficult after the news leaks.

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      http://slashdot.org/submission/1062723/Cheap-mobile-data-plan?art_pos=2
    3. Re:SEC filings public documents? by Shoten · · Score: 2

      Actually, no. A lot of filings are, yes. But these kinds of filings are not public at all until later. The point is, to use a crude metaphor, like playing pool. In order to keep things above board, you have to call your shot before you make it. But on the flip side, calling your shot can also harm your business, because you also have the chance to back up and change your mind about when you make your shot and how (unlike pool). So the information is privileged...incredibly so...and as such, any disclsosure violates NDAs that are always in place. Furthermore, engaging in any trading based on such information (if it leaks or you have access to it) is considered insider trading and is illicit.

      --

      For your security, this post has been encrypted with ROT-13, twice.
  7. Oh The Irony by enoz · · Score: 5, Funny

    Sounds like Zuckerberg forgot to change the default privacy settings from public to private.

  8. Privacy and Facebook. Hmmmm. by girlgeek54 · · Score: 3, Insightful

    There are things that Facebook doesn't want to share with the world? Now they know how we feel when Facebook fails at honoring basic Privacy settings.

  9. Facebook - the new IPO model by cutinf · · Score: 5, Insightful
    Facebook represents the new model for IPOs and the banks are salivating, of course they are going to lick Zuckerberg's boots. This represents fantastic fee opportunities, not only for this IPO, but I expect they want to rinse and repeat this model:
    1. 1. New company attracts private capital to avoid opening the books to regulators or having to prove revenue streams early in the process.
    2. 2. Banks invest as one of the "500" private investors, syndicating to their wealthy clients through private funds, and taking a hefty slice off the top for playing middle man.
    3. 3. There is so much private capital, and yields on everything are so low (1.9% for 10 years!), companies can easily reach their full potential valuation this way, even 100 billion dollar companies as Facebook has proved.
    4. 4. Banks get to double dip as the private investors unload to the public in the IPO, collecting fees for underwriting and management/placement fees for letting clients in on the action "pre open".

    Basically, there are reasons to love this model for everyone involved except the John Q public who get shafted on IPO day with stock that has already had the full value sucked out by the private investors.

    1. Re:Facebook - the new IPO model by cutinf · · Score: 5, Interesting

      Your post makes sense, but I lose you at John Q public getting shafted.

      The public, meaning those not rich enough to access the private funds that typically require accredited investor status (5mil+), are shafted because by extending the time companies stay under the private umbrella, a company can achieve its maximum valuation by IPO time. Companies no longer need to access public markets to get the capital they need to grow, IPOs become less about acquiring funding and more about cashing out. Even the private investors are forced to take a larger gamble on a company under no obligation to provide the level of disclosure they would going public. The big winners are the banks which get to skim in the private shares transactions at much higher rates as they are gatekeepers to limited private shares, as well as companies like Facebook that get funding without the disclosure.

    2. Re:Facebook - the new IPO model by smellotron · · Score: 2

      IPOs become less about acquiring funding and more about cashing out.

      True, this type of behavior requires and benefits from the "sucker born every minute" adage. However, this only screws the segment of John Q. Public that invests into the stock market without understanding how the stock market works. Every forum I have seen discussing the Facebook IPO compares it to other tech companies and highlights the absurd price-to-earnings ratio, leaving the buyers on IPO day as pure speculators. I understand the pain if someone's only 401k (or otherwise pre-tax retirement fund) option is high-risk funds that would invest in such an IPO, but I must question how common that is.

  10. Re:Why? by LandDolphin · · Score: 2

    I shouldn't reply to a AC, but here I go:

    People use the website. Selling Ads, they are able to generate an income/profit.

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  11. Re:banks make only $40 million? by zill · · Score: 2

    The IPO will raise $5B, so it's 0.8%. You're probably confusing the market cap with the IPO size.

  12. Lesser of Two Evils? by conark · · Score: 3, Interesting

    Actually, this is pretty ironic considering that Zuckerberg wants everything to be public. Now, we know the guy has limits.

  13. Gordon Gecko... by actionbastard · · Score: 3, Insightful

    It's all about bucks, kid. The rest is conversation.

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    Sig this!
  14. Why no auction? by hawguy · · Score: 2

    Why don't more companies use an IPO auction format so anyone that wants shares can get them? Google did it and it seemed to work out ok for them:

            http://online.wsj.com/article/SB125045821555835141.html

    It seems more fair for the individual investor - if they want in on an IPO, they can do it, they don't have to be an "insider".

    It seems better for the company - their stock gets issued at the maximum price the market is willing to pay, so they get the best valuation they can get.

    Of course, it's bad for the banks since they don't get insider shares to give to their preferred investors who all get to share in the "pop" after the IPO. This pop does no one any good except the insiders that got to buy the shares at the IPO price. It's money that the company left on the table, they should have priced higher.

    Oh wait, I guess I answered my own question - banks would never go for it for most companies. But, like Google, Facebook had the clout to force it on them.

    1. Re:Why no auction? by quarterbuck · · Score: 2

      Mostly because of the rule changes involving follow on offerings. Rule 144A and other acts have made it simpler to issue a limited amount of stock (in case of facebook 5%) and then issue subsequent blocks when the price gets decided in the marketplace.
      The price difference between the auction format and the IPO format only affects the limited amount (5%) of the stocks issued in the primary offering. The follow on offerings are at the price set in the market which reflects (hopefully) the fully informed price of the company.

      --
      http://slashdot.org/submission/1062723/Cheap-mobile-data-plan?art_pos=2
  15. waaaaaaaaaahhhhhaaaaaa.. go away cry baby! by rec9140 · · Score: 2

    ", Mark Zuckerberg reportedly told JPMorgan Chase, Morgan Stanley, Goldman Sachs and the other banks involved in the IPO to stop leaking information to the media."

    Hmmmm.. seems some body wants it both ways....

    So hows that feel ?????

    Ahahhhhh poor whiner baby not getting it his way... aaaaah.. too bad loser.

    When are you facedorqs going to wise up and quit using this crap and twidiot as well.

    To the banks, KEEP LEAKING THE INFO!

    For those that don't know it Der Furher has selected things for the setup of the company from board to other items which means Der Furher will decide.

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    1311393600 - Back to Black
  16. Re:Why? by NemoinSpace · · Score: 2

    they don't use meta moderation?

  17. Oh dear by Dunbal · · Score: 3, Funny

    Sorry Zuckerberg, the banks changed their privacy policy. Your information now belongs to them to use or sell as they see fit... sound familiar?

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    Seven puppies were harmed during the making of this post.
  18. Re:banks make only $40 million? by Fnkmaster · · Score: 3, Informative

    Still sounds crazy low. Banking fees for IPO deals are generally 7% for "normal" sized deals (a few hundred million), and around 3% for large deals. You'd expect the fees for a $5B IPO to be around $150M. If they are doing it for less, it's because the value of the prestige and marketing value they get from this deal is worth a fortune to them.

  19. Re:banks make only $40 million? by __aaltlg1547 · · Score: 4, Interesting

    It's the market capitalization that's crazy. Facebook revenue was about 4 billion last year. No company can support a 20:1 price/sales multiple. Multiples that high scream scam.

    But it's worse than that. Zuckerberg is keeping control of the voting shares in a way that allows the other investors zero say in how the company is run. He will appoint the directors. He will tell them what to say. He will decide all by himself how much he spends on development and how much on salaries including his own and how much he returns to investors in dividends or stock buybacks.

  20. Re:banks make only $40 million? by Sir_Sri · · Score: 2

    Only sort of though.

    Any IPO is based on projected future revenue. I've said other places, facebook with 800 million users is running out of users that will generate much money, and it's hard to know how much money they can get per users. Sure, there are a couple of billion people in africa, india and china that don't have facebook, but selling seeds for pennies to them isn't really advertising revenue of much value. Then there's the very young and very old, who as a demographic won't ever have facebook pages. Lets say, for sake of argument they get up to 1 billion users, that would be half of total internet users, and some of those are going to be counted multiple times (phones, and computers and home and office for example). So they're getting 4 dollars per user right now, give or take (remember they did grow by a couple of hundred million users in the last year so it's hard to get an exact number). From a billion users there's not much more room 'up'. That's most of the youth of north america, the EU, south america, japan, australia, that sort of thing, and all the rich kids from the rest of the world. But they're valuing at 100 billion, which is say 100 dollars per person. That's a bit of a stretch from their current value *but* and it's a big but, what do they intend to do with the 5 billion dollars in cash they're asking for?

    Think about what services they could integrate into facebook that could generate a crap load of revenue. VOIP chat, TV and movie rental that sort of thing, music streaming, search, they could just use their backend technology to help deliver a cloud type service to other companies that would generate revenue etc. Suddenly there are a whole lot of options for things that *could* generate money. Google only has about 1 billion users themselves (2 billion internet users total, google has 65% of the search market which might be that google users search more than non google users or something, their unique visitors per month peaked in may 2011 at just over 1 billion), and they are generating 38 billion dollars a year in total revenue. Now, admittedly, google is a different baby. If I'm looking for a plumber advertising plumbing services where I'm looking is a good idea. If I'm trying to find out where this years christmas party for my GF's family is, probably I'm a lot harder to target ads at.

    So that's the point of an IPO, they need cash to grow the business, hopefully into things that will make money. Whether or not they can justify 100 billion dollars as a market cap is anyone's guess, but that's probably also priced based on the fact that there have been a lot of private sales of facebook shares since they waited so long to go public (in other words the typical fervor of future value is already priced in at that level). And even then, assuming they don't implode (which with their relatively healthy, i.e. profitable, balance sheet) they can still do well if the stock dives a bit. 4 billion dollars a year in revenue when your only revenue is sketchy ads and 'facebook points' (which mostly go to 3rd parties) seems like they have a lot of room to grow.

  21. Re:banks make only $40 million? by Xacid · · Score: 5, Insightful

    But it's worse than that. Zuckerberg is keeping control of the voting shares in a way that allows the other investors zero say in how the company is run. He will appoint the directors. He will tell them what to say. He will decide all by himself how much he spends on development and how much on salaries including his own and how much he returns to investors in dividends or stock buybacks.

    Good. Companies ran by boards in the interest of shareholders and not the business (not mutually inclusive) typically have a way of fucking over the business, the workers, and the product by driving incredibly hard for cheaper and faster. I think Zuckerberg has done a brilliant move with this. Other than simply retaining control he's also showing shareholders that the direction of the company is stilll in his hands - the same leader that managed to get 10% of the world's population using his product(I read this figure somewhere recently). Love it or hate it - there's something to be said for it.