May 23, 2012
An Amalgamation of Facebook IPO Theories
Posted by Usha Rodrigues

The post-mortem on Facebook's IPO is well underway.  Who's to blame?  There's an argument for the answer "no one"--after all, if the IPO's goal is to raise money for the company, Facebook accomplished the mission by not leaving a penny on the table.  Indeed, it reached into investors' pockets and grabbed a few dollars, to boot.

From investors' perspective, however, the IPO was a bust.  The SEC and Congress are investigating.  Without further ado, in no particular order, I present the Facebook IPO theories I've run across. 

1. CFO David Ebersman. Ebersman is faulted for boosting the number of shares by 25% right before kickoff (money that, incidentally, went to investors rather than the company).  According to the WSJ Ebersman did not defer to the bankers as companies typically do. And by letting outside investors get more than half of the IPO proceeds (57% according to WaPo), Ebersman arguably did leave money--Facebook's money--on the table.

2. Morgan Stanley: Lead underwriter, its job was to price at least accurately. Instead, it kowtowed to a heavyweight client and let itself (and its reputation) get used.The WSJ also makes it sounds like Ebersman, rather than the bankers, set the final price of $38.  Normally I tell my students the company plays the role of "concerned spectator" in the final pricing decision.  Facebook was doing a whole lot more.  By the way, did you know that the underwriter discount was only 1.1%?  The underwriter's discount is the cheaper price at which the banks buy the shares from the company.  They then turn around and sell them to the general public at the IPO price.  The spread is their automatic profit, and the compensation they get for the risk of the deal and for providing price support.  Typically the spread is more like 5-7%.  Wow.  Morgan Stanley may have bungled this offering, but am I the only one that feels a little sorry for them?

3. Goldman Sachs. Always a popular villain, Goldman's sin was telling clients earlier this month that they were revising downwards their projections for Facebook's earnings.  Morgan Stanley did the same thing, but Goldman is the perennial favorite if you're going to launch an I-bank conspiracy theory.  Lawsuits have already been filed alleging selective disclosure.

4. The secondary marketsRich Karlgaard of Forbes: "Facebook‘s shares have been dead in the water for the last 12 months. Private investors had already bid up Facebook to a $100 billion value a year ago."

5. Zuckerberg: Christine observed months ago that Zuckerberg has almost secured paranoiac control of the company. And he couldn't be bothered to lose the hoodie. 

6. Nasdaq: Technical glitches, delays in trading, FINRA investigations.  Oh my! 

7. Timing: Rich Karlgaard again:

From Facebook’s shares debuted in a cloudy market. Beyond Europe in 2012, May is a bad time to go public. For the past several decades, nearly all of the stock market’s gains have occurred between October and May. The canard “Sell in May and go away” turns out to be true.

 If you see/have more theories, let us know in the comments.

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