Mike Isaac

Recent Posts by Mike Isaac

A Perfect Storm: Facebook’s Troubled IPO Enters More Dangerous Waters Over Disclosure

Not more than a handful of business days after Facebook’s much ballyhooed IPO, and the noise is only getting worse.

One bright spot is that the downward plunge of the social networking giant’s shares has stopped and stabilized at $32.01. That’s up 3.2 percent today in a down market.

But that bright spot has not stopped the ever-louder Facebook fulminations that have begun to resound somewhat more seriously.

Such as a Reuters’ report yesterday that right in the middle of the social networking giant’s roadshow that Morgan Stanley and other Facebook underwriters reduced revenue forecasts, a last-minute change in outlook which could have contributed to Facebook’s first day stumbles on the Nasdaq. The change came shortly after Facebook amended its S-1 filing for the seventh time, a minor and opaque update further stating that the company was weak on mobile, but with little detail.

And that’s not all.

In an excellent analytical piece published earlier yesterday, Henry Blodget of Business Insider claims that a Facebook executive verbally told Morgan Stanley that the firm should lower its forecasts, a message he alleges was relayed to institutional investors, but not to retail investors. That could have dampened the price at which large and powerful firms were willing to pay for shares, severely limiting any potential opening day gains.

With Morgan Stanley switching down its forecast just days before the IPO, retail investors had no way of knowing that the big institutions weren’t going to be making the large day-one pops that they may have gotten before Facebook allegedly warned of its weakened financial outlook.

A Facebook spokeswoman told AllThingsD the company had no comment on the matter.

Perhaps silence will silence the critics eventually, but whatever the outcome, it’s a noisome mess right now, far from living up to what was the most anticipated tech IPO in recent history.

And it looks like it’s far from over.

As a result of the allegations, the Securities and Exchange Commission, the Financial Industry Regulatory Authority and the Massachusetts Secretary of State are all looking into the issues surrounding the IPO.

There’s also chatter that the Senate Banking Committee is looking into the matter. Although it’s in a preliminary stage, I confirmed as much: The SBC is holding staff briefings with Facebook, regulators and other stakeholders, a Democratic Senate Banking Committee aide told AllThingsD.

Morgan Stanley issued a statement on Tuesday in response to the agencies’ inquiries, claiming that it “followed the same procedures for the Facebook offering that it follows for all IPOs.” The procedures, Morgan Stanley claimed, are within the realm of compliance with regulatory rules. And after Facebook revised its S-1 on May 9, Morgan Stanley said, “a significant number of research analysts in the syndicate who were participating in investor education” — including Morgan Stanley — “reduced their earnings views to reflect their estimate of the impact of the new information. These revised views were taken into account in the pricing of the IPO.”

Finally, in the first of what will no doubt be many to come, at least two separate class-action lawsuits have been filed against Facebook on behalf of investors who lost money because of Facebook’s failed IPO. One of the suits, of course, names co-founder and CEO Mark Zuckerberg as a defendant.

Inevitable lawsuits aside, the larger question is who inside Facebook might take the fall. Eyes are beginning to land on David Ebersman, Facebook’s CFO, the former Genentech CFO who came to the company with high praise from those who knew him, both inside and outside of the company.

As Kara Swisher had previously reported in January, Ebersman played a key role in the lead-up to Facebook’s IPO, taking a firm pole position in dealing with underwriters at Morgan Stanley, JPMorgan Chase and Goldman Sachs at every step of the process.

Part of choosing Ebersman, sources told Swisher earlier this year, was to ensure that the IPO would be pulled off in as low-key a way as was possible; it was one of Zuckerberg’s main tenets, especially in light of the disastrous Groupon IPO.

While many are calling him the likely fall guy, sources close to the situation said his job is not now at risk and pushing him out over this would be a highly unlikely move for Facebook.

But now the IPO has come and gone, and he and the company’s IPO remain anything but low key. S&P Capital IQ initiated Facebook coverage with a “sell” opinion on Wednesday morning, setting a 12-month target price at $31. That’s far from the investor fervor leading up to Facebook’s Nasdaq debut.

In other words: Fasten your seatbelts, as it could be a bumpy week.


Latest Video

View all videos »

Search »

Just as the atom bomb was the weapon that was supposed to render war obsolete, the Internet seems like capitalism’s ultimate feat of self-destructive genius, an economic doomsday device rendering it impossible for anyone to ever make a profit off anything again. It’s especially hopeless for those whose work is easily digitized and accessed free of charge.

— Author Tim Kreider on not getting paid for one’s work