AllThingsD » public offering

Tesla Has a Fresh $1 Billion -- And Lots of Ways to Spend It

Joseph B. White — Fri, 17 May 2013 19:55:59 +0000

Tesla Motors Inc. just raised about $1 billion in new capital, riding a remarkable burst of investor exuberance. New Tesla shareholders will now get to see just how fast the auto business gobbles up money.

After it pays off a $452.4 million federal loan, Tesla says in a filing today, it will have $678.8 million in cash and cash equivalents, and long term debt of $600 million.

Read the rest of this post on the original site »

Zynga Underwriter J.P. Morgan Reduces Stake to Almost Zero

Tricia Duryee — Sat, 12 Jan 2013 00:58:26 +0000

One of the major underwriters in Zynga’s public offering has reduced its stake to nearly zero, according to a document filed with the SEC today.

J.P. Morgan now owns 2.6 million shares, or less than half of a percent of the social games company. Based on today’s stock price of $2.59 a share, the shares are worth only $7 million.

A big reduction by an institutional investor, like J.P. Morgan, implies that it doesn’t have a lot of confidence that the company can turn things around in the coming months.

The last time J.P. Morgan updated its stake was a year ago. In January 2012, J.P. Morgan said it owned 6.7 million shares, which equated to a 6.7 percent stake. Back then, shares were trading at $9.12, so the stake was worth a whole lot more, roughly $61 million.

It’s not clear exactly when J.P. Morgan sold its share or at what price. Typically, institutions update their records when their holdings drop below 5 percent.

J.P. Morgan’s relationship with Zynga began during its public offering, with the bank serving as an underwriter. As part of the deal, the bank agreed to buy an undisclosed number of shares associated with the IPO.

Since then, the bank’s research department has flip-flopped about the company’s prospects.

In March, three months after the IPO, J.P. Morgan’s analyst downgraded Zynga to “neutral” from “overweight,” which sent shares sliding by 6 percent. A month later, J.P. Morgan reversed its upgrade and returned the stock’s rating to “overweight.”

It was optimistic about the company’s acquisition of Draw Something and Zynga’s management team’s decision to raise full-year guidance based on the performance of the acquired mobile game.

Of course, Zynga’s troubles started shortly after, with the company having to revise its guidance downward more than once. Not only did its Draw Something game fail to meet management’s expectations, but its revenue on Facebook also dropped.

Zynga’s stock jumped 4.4 percent today to $2.59 a share. The 11 cent spike was tied to the news that Zynga’s patent portfolio has increased as it begins investing more heavily in online gambling.

Despite Latest Alibaba IPO Rumors, Yahoo Deal Creates Incentive to Offering by End of 2015

Kara Swisher — Thu, 27 Dec 2012 21:38:58 +0000

It seems like a month does not pass without another rumor about when Chinese Internet powerhouse Alibaba Group will have its much-anticipated IPO.

Today, in the latest loosely-sourced report, a newsletter quoted a Chinese-language site on a leaked memo that allegedly said the preparations would begin in the second half of 2013 for a public offering in late 2013 or early 2014.

Maybe not so fast, according to sources close to the situation, who note that incentives in a recent stock buyback with major shareholder Yahoo could drive a public offering to the end of 2015.

The timeframe is not a deadline, of course, but Alibaba benefits more if it does its IPO by then. Sources said the IPO will depend entirely on market timing and there is not a current plan to do so soon.

The news matters a great deal to Yahoo investors, especially because much of its market valuation is still made up of the remaining 22 percent stake it still holds in Alibaba, as well as its assets in Yahoo! Japan.

Yahoo completed the sale of half its stake in Alibaba earlier this year for $7.6 billion, netting the Silicon Valley Internet giant about $4.5 billion — most of which is being used for repurchases of shares.

As Alibaba noted at the time of that deal:

“Under the terms of the agreement with Yahoo!, Alibaba Group has the right to repurchase one-half of Yahoo!’s remaining stake upon a qualifying initial public offering in the future. Yahoo! originally acquired its stake in Alibaba Group in 2005 in exchange for US$1 billion and sale of its Yahoo! China business to Alibaba Group.”

Since then, Alibaba’s value has risen dramatically on a strong performance in its various units, including e-commerce giant Taobao.

At the time of its stock buyback with Yahoo, Alibaba’s value was $40 billion, which some think will rise strongly over the next few years.

That’s no guarantee, of course, and it depends how Alibaba’s business in China and elsewhere fares. That has not stopped some Yahoo investors, in fact, from flogging gigantic Alibaba IPO valuations, despite the fact that the company is mulling whether to keep it lower to avoid a Facebook-like debacle.

And while it’s clear the company is eventually headed for an IPO, those close to the situation said its management is not in any rush, especially with a recent influx of capital from investors such as Silver Lake, DST Global, Temasek and Yunfeng Fund.

“So many rumors have been floated on this IPO and we can expect a lot more until it actually happens,” said one source.

Exclusive: Is Andrew Mason on the Bubble as CEO of Groupon?

Kara Swisher — Tue, 27 Nov 2012 21:04:03 +0000

According to sources close to the situation, several Groupon board members have been seriously discussing making major leadership changes at the Chicago-based daily deals company, including bringing in a more experienced CEO to take over for co-founder Andrew Mason.

The board of Groupon has a regularly scheduled meeting later this week; sources said such management issues are likely to be discussed there, due to increasing frustration by some directors about the novice CEO’s performance so far.

To be clear, a move to replace Mason is not likely to happen immediately, if at all. And, in any case, any changes are likely to be done with his involvement. In addition, Mason also has support on the eight-member board — director and former AOL exec Ted Leonsis has always been a key mentor to him, for example.

But it has become obvious over the last months that a substantive rift has been developing between Groupon’s key players.

That has centered on Mason’s co-founder and Groupon executive chairman, Eric Lefkofsky, and board member and co-founder Brad Keywell. They, as well as several other directors, have been urging Mason to be more aggressive and public about the company’s turnaround efforts, sources said.

“The question is not whether Andrew is a good guy, but whether Groupon needs an Eric Schmidt,” said one person close to the situation, referring to the former Google CEO who was brought in to work closely with the company’s two founders. “And there’s been a lot more pressure now on the board to consider this seriously.”

The thoughtful and affable Mason — who has been the heart and soul of Groupon’s quirky culture and innovative product strategy — has indeed sometimes seemed to be in over his head in terms of leadership once the stakes got higher and the pressure increased after its IPO was announced last June.

While the company’s struggles have been well known for a while now, discussions about Mason’s tenure as CEO have increased as its stock has dropped precipitously. That has prompted its directors and management to seek to find a way to get the company on more stable footing as a business and, perhaps more importantly, with investors.

That has included the promotion of former Amazon exec Kal Raman to COO recently to give Mason more support. Raman is now, in effect, in charge of many operational aspects of the company, although not product, marketing or technology.

Another bright light recently has been a major investment by Tiger Global Management, a well-regarded hedge fund and private equity firm, which bought up close to 10 percent of Groupon. The move sent its shares up 24 percent in the last week, to $3.88, with a $2.5 billion valuation.

But that’s still 85 percent below its public offering price a year ago, and a far cry from the hype around the company when it exploded on the scene several years ago. Once the darling of the start-up space, with its innovative new social e-commerce model and lightning-fast growth, Groupon attracted huge funding from a panoply of top-tier Silicon Valley investors.

With that came a stunning $6 billion acquisition offer from Google and, later, an even huger valuation of more than $10 billion.

All that goodwill changed immediately after the company announced its IPO last June, with continued controversy around everything from Groupon’s accounting to management turmoil to its business model to rocky relations with merchants.

And while Mason has labored to affect a more professional tone in his own style, and seemed to have created a more stable management team, continued issues in Europe and getting enough traction for a number of new promising product initiatives has been tougher to solve.

Therefore, Mason’s performance is naturally under increased scrutiny, said sources. He will surely get questions on his record tomorrow, when he is scheduled to appear onstage at Business Insider’s Ignition conference in New York.

Charles Sipkins, a spokesman for the board, declined to comment, as did Groupon spokesman Paul Taaffe.

Investors Steering Dollars Away From Social Games Ever Since Zynga's IPO

Tricia Duryee — Mon, 08 Oct 2012 15:43:28 +0000

Zynga’s public offering 10 months ago marks the peak for social gaming investments, with venture capital moving sharply away from the sector ever since.

“Our prediction that the Zynga IPO might have been the high water mark for Social Games 1.0 investment has been validated, with the VC market moving sharply away from that sector,” said Digi-Capital Managing Director Tim Merel.

A report conducted by Digi-Capital, an investment bank focused on gaming and companies in America, Europe and Asia, concluded that dollars are now being funneled toward tablet games, mobile games that are social, and cross-platform games, which work across all screens — mobile, social networks and the Web.

In December, Zynga raised $1 billion in a public offering, capping off a vibrant year of social investing that also included Nexon’s $1.2 billion public offering on the Tokyo Stock Exchange.

In 2011, social gaming represented 57 percent of the dollars invested and 45 percent of all acquisitions. But ever since the two IPOs, the smaller screen dominates, Digi-Capital reports. During the first nine months of the year, mobile and tablet games were the largest transaction group, receiving 42 percent of all fundings and 32 percent of all acquisitions. However, it should be noted that valuations are much lower today for mobile than social gaming last year, given that it is a much earlier stage market.

While Digi-Capital reports that social gaming is on the way out, the good news is that the broader games sector continues to see an accelerated level of interest. So far, in 2012, 71 transactions have been completed, totaling $3.6 billion, beating last year’s record level of activity. In 2011, 113 transactions generated $3.4 billion in transaction value.

Other trends to keep an eye out for:

In addition to mobile, massively multiplayer online games (MMO) and middleware software continue to see investments and exits.
Chinese, Japanese and South Korean companies are still looking to buy Western game companies, but are facing cultural hurdles.
In the first nine months of the year, free-to-play MMO exits were a surprise, representing 42 percent of all M&A, by transaction value.
Middleware software also performed well in the first three quarters of the year, receiving 39 percent of all private investments, driven, in part, by Visa’s $190 million acquisition of PlaySpan.

What's Next for Facebook's Flagging Stock? Perhaps Investors Will Finally Get Real.

Kara Swisher — Tue, 04 Sep 2012 13:00:19 +0000

As everyone with a pulse knows, Facebook shares took another dive Friday to reach the lowest level yet since its ignominious public offering in May.

Shares closed at $18.06, down 5.4 percent, which is half of its happier $38 IPO price. Actually, more than half, with a 52.3 percent decline overall since then.

Investors are not pleased. Facebook employees are not pleased. Even the New York Times Dealbook’s Andrew Ross Sorkin finally got unpleased, and unloaded on Facebook’s CFO David Ebersman (who has been under attack, by the way, for a while now).

“When Facebook’s I.P.O. first started to appear troubled back in May, I purposely avoided weighing in. Frankly, I thought it was too soon to judge,” wrote Sorkin. “But we have passed the pivotal three-month mark.”

Pivotal! Ruh-roh.

Actually, the Silicon Valley social networking giant will have to pivot for quite a while going forward, for a myriad of reasons.

Most of all, as John Paczkowski noted on Friday, and is also well known:

“The expiration of Facebook’s first lockup on 271 million shares earlier this month tanked the stock. And with four more yet to go, there is clearly further volatility ahead. On Oct. 15, 249 million shares will become eligible for sale. On Nov. 14, the lockup will expire on 1.32 billion shares. On Dec. 14, another 49 million shares. And on May 13, 2013, the final 47 million shares.”

In other words, that’s a lotta lockups to be unlocked.

And, as you can see from these two helpful lockup-expiration-focused charts for a range of other tech IPOs of late from SNL Kagan, that means a lot of downside for Facebook’s stock:

But, as I noted, this is already known by all, as Business Insider’s Henry Blodget — who has done some of the sharpest analysis on the troubled stock story at Facebook — correctly noted in a post titled, “It’s Becoming Clear That No One Actually Read Facebook’s IPO Prospectus Or Mark Zuckerberg’s Letter To Shareholders” on Friday.

“As Facebook’s stock continues to collapse, the volume of whining is increasing,” wrote Blodget. “As I listen to all this whining, I have a simple question: Didn’t anyone even read Facebook’s IPO prospectus? The answer, I can only assume, is ‘no.’”

No, they did not, or they might have read about everything from the company’s slowing growth rate to its mobile issues to, yes, all those billions of lockups to come.

Also, he noted, a bit of math would have yielded the high price-to-earnings ratio, which remains high at Facebook’s current low stock price, especially compared to Google and Apple.

That does not mean everyone is gnashing teeth. One of Facebook’s key Wall Street underwriters, J.P. Morgan, gave a stronger thumbs-up to the company in a note released yesterday for the future, even as it cut back on its target price by 33 percent.

The worst news: J.P. Morgan’s Doug Anmuth gave Facebook shares a $30 target, which is still far below his $45 target in late June.

Still, he also struck a sunnier note, saying he expects advertising revenue at Facebook to rise in the next year, even as payments revenue and overall profitability will be less.

Anmuth also said he expects Facebook to repurchase some of its now-cheaper shares to settle its tax bill related to restricted stock units via the credit or cash, rather than stock sales.

“This would essentially amount to a buyback of ~120M shares totaling $2.2B at current prices, and it would reduce the outstanding share count,” he wrote.

That’s probably cold comfort to shareholders, especially given most Wall Street analysts have urged buying, even as the stock has dropped.

Then again, since it’s not yet clear where the bottom truly is for Facebook shares, it is at least one less thing to worry about.

Facebook's Sandberg Has Penned "Lean In" -- A Book on Women and Leadership -- Set for 2013 Publication

Kara Swisher — Thu, 30 Aug 2012 19:00:33 +0000

Facebook COO Sheryl Sandberg has written a book on challenges facing women in the workplace that is expected to be published next year by Knopf.

Titled “Lean In,” the book is not a memoir, but a “call to action” with a lot of research and data, laced with anecdotes of the experience of one of Silicon Valley’s most high-profile female executives and also many other women.

“I believe that the world would be a better place if half our institutions were run by women, and half our homes were run by men,” said Sandberg in an email to me earlier this week. “The book contains practical advice for women — and the men who want to help them — on how to lean in and close the gap.”

Juggling leadership roles and family has been a central topic of Sandberg’s in numerous speeches she has given in recent years.

Among the key themes she has outlined — most prominently in a TEDTalk in 2010, which is embedded below — is the lack of progress for women in top positions and the loss to society when half the population holds only one-fifth of the top jobs across key industries.

The title comes from her advice in these speeches for women to lean in to their work rather than lean back, as many tend to do for a variety of reasons at key points in their careers.

In the speeches, Sandberg — who worked in a high-ranking job at Google and also did a stint in government at the Treasury Department in the Clinton administration — also advised women not to “leave before you leave” a job.

In one speech, she said:

“So, my heartfelt message is: Don’t leave before you leave. Don’t lean back, lean in. Keep your foot on the gas pedal until the day you have to make a decision. That’s the only way to ensure you even have a decision to make.”

The book’s publication, largely due to Sandberg’s prominence, is likely to reignite a heated debate over the longstanding issue about women and work. That includes in tech, where there are still a paucity of female CEOs, board members and venture capitalists.

Speaking of debate, publishing such a book — or being seen as doing anything not related directly to Facebook’s business — at such a dicey time for the company is sure to attract some negative attention for Sandberg and possibly Facebook.

That’s especially true after its botched public offering, which has been followed by a deep drop in the stock to half its initial IPO price and worries about its core business growth.

To be fair, the ideas in “Lean In” have been developed over many years and Sandberg has long noted that the discussion of these issues is too important to wait.

Sandberg said she finished the book well before Facebook’s recent tumultuous IPO and on her own time.

She added that she would eventually promote it on her own vacation time, too, and that all her profits will go to charities that support women. But Sandberg did not volunteer the advance she got paid for “Lean In.”

Along with that possible (and inevitable) why-aren’t-you-fixing-the-stock criticism, penning such a book might also further encourage persistent rumors that Sandberg will eventually leave Facebook, including to pursue a political office.

Not true, said Sandberg, who said firmly that she plans to stay put at Facebook as the No. 2 exec to co-founder and CEO Mark Zuckerberg. He has apparently known about the book project since its beginning and has encouraged it.

To complete the book — which is now being edited — Sandberg worked with a full-time writer, Nell Scovell, as well as a researcher, Marianne Cooper.

Scovell, a journalist and longtime television writer in Hollywood, started helping Sandberg with her speeches about two years ago. Cooper is a sociologist at the Clayman Institute for Gender Research at Stanford University and is the author of the forthcoming University of California Press book, “Cut Adrift: Families in Insecure Times.”

Until the book is out, here’s a taste of what Sandberg has had to say so far on women and leadership at both her TEDTalk in December of 2010 and also at a commencement speech at Barnard College last May:

Dear Internet IPO Investors: So Very Sorry! (But Not Really, After You See Our Next Fundings.) Signed, Silicon Valley

Kara Swisher — Thu, 26 Jul 2012 00:11:55 +0000

If you invested some of your money in the series of big, splashy IPOs that Silicon Valley has largely funded and churned out over the last year, you might be a little irritated.

Even irked. Possibly quite out of sorts.

And you would have good reason if you looked at the performance of many of the freshmen companies that have come out since early last summer.

That’s because of all of them, only three — business network LinkedIn, enterprise software start-up Jive and the recently debuted travel site Kayak — are your friends, up 9.8 percent since its May 27, 2011, debut; 26 percent since a December 15, 2011, opening; and about six percent since an IPO last week, respectively. In addition, video services company Brightcove is up a small 2.7 percent since its February 21, 2012, IPO.

Not so much for the other four, which have been much rockier, in order of their public offerings: music streaming site Pandora, down 29.6 percent since its June 24, 2011, IPO; Groupon, down 72.3 percent since the daily deals site’s November 7, 2011, IPO; Zynga, down 46.6 percent since its December 19, 2011, IPO; and Facebook, down almost 23 percent since its May 18, 2012, IPO.

But the stock weakness — as social networking giant Facebook preps to release its first earnings report as a public company tomorrow, after Zynga’s disastrous Q2 results from its online gaming business earlier today — does not seem to have stopped the frothy valuations for private start-ups from being even more foamy.

Along with a $2.6 billion new mega venture fund from New Enterprise Associates, comes a Wall Street Journal report that online storage company Box is raising a new round at a $1.2 billion valuation and hopes to IPO at a $2 billion to $3 billion one next year; and online payments start-up Square is looking at a $3.25 billion-valued round, according to the New York Times, which is 13.5 times higher than just two years ago.

Caveat: While there have been some good returns to private investors in the M&A space of late, such as social enterprise network Yammer’s recent $1.2 billion sale to Microsoft, not everyone is going to get such deals.

And definitely not public investors for whom hope either springs eternal — or just springs a leak.

Still Below Offering Price, but Facebook Stock Got a 10 Percent Boost This Week

Kara Swisher — Sun, 24 Jun 2012 00:15:38 +0000

For those keeping track — and there are many, as the investigations and recriminations into its borked IPO continue — the shares of Facebook moved strongly upward this week.

The stock of the social networking site closed at $33.05 on Friday, up almost 4 percent. For the week, the shares rose 10 percent.

There could be a number of reasons for the gains, including progress on its long-expected advertising network with an appearance on Zynga this week.

Zynga — whose stock has been closely aligned with Facebook’s due to its strong partnership — was also up this week by close to 5 percent.

Still, the online gaming company’s shares are down almost 37 percent since its IPO in December. And Facebook’s stock is still 13 percent below its public offering price in May, when it debuted at a hefty $38 per share.

But the latest prices are better than the lows of about $25.50 that the Silicon Valley company has traded at so far in its very short public life.

The company is now worth almost $71 billion, which is one-third lower than its much-hyped $100 billion valuation.

The next real signals for investors will be when Facebook releases its second-quarter earnings sometime in late July — which might give clues to how it is handling its advertising challenges, including in mobile.

But there is still no news of when that will be on Facebook’s spartan investor relations Web page.

Zynga's Mark Pincus on Facebook Conundrum and More: The Full D10 Interview (Video)

Kara Swisher — Wed, 13 Jun 2012 12:55:17 +0000

Yesterday, stock in the online gaming site Zynga dropped to new lows, in part caught in the downdraft after the troubled Facebook IPO.

In this interview at the 10th D: All Things Digital conference, CEO Mark Pincus talked about that key relationship with the social networking giant upon which Zynga’s success was built; he also discussed its mobile aspirations and how the company is doing since its own public offering late last year.

Here’s the video:

[ See post to watch video ]

Facebook Anti-Hype Aside, Most Consumer Tech Stocks Up Smartly for the Year

Kara Swisher — Tue, 12 Jun 2012 17:42:01 +0000

Much of the media that hyped Facebook’s public offering to the high heavens is now busy slapping it and its stock upside its social-networking head. (Riddle me this: Why did none of the breathless pre-IPO pricing stories at the time question said high share price or note there were worries, with some going as far as saying that the transaction had gone off “without a reported glitch so far”?)

Facebook shares are down 29 percent since its mid-May offering.

In any case, amid much anecdotal proof that start-up valuations might be starting to suffer from the Facebook effect, that has not been the case with already public tech companies.

Shares of most — although not all — have been up smartly since the beginning of the year, with some major laggards and some racing far ahead.

Here’s the breakdown so far, which is interesting to consider:

Internet content portal AOL is up almost 78 percent year to date, although it has risen only about 3 percent in the last month. The reason probably lies between its patent sale and better results — and the fact that it just could not fall more.

Search giant Google, on the other hand, is down more than 6 percent over the last month, and 12 percent since the beginning of the year. The reasons? Concerns over its last earnings report, concerns over a federal investigation, concerns over it getting jacked from Apple’s iPhone mapping. Everyone is very concerned, apparently.

Concerns not shared about business networking site LinkedIn, which is up close to 50 percent in that time frame. Still, perhaps due to some profit-taking and spillover worries about Facebook, it has seen its shares dropping 12 percent over the last four weeks.

Also sick with Facebook fever (and not the good kind) is gaming site Zynga, which is down 26 percent in the last month; its stock performance since the beginning of the year has been even worse, dropping by 41 percent.

That’s not as bad as Groupon, whose shares have declined 50 percent since January. Still, in what appears to be some stabilization, the stock of the daily deals site has risen close to 4.5 percent in the last 30 days.

Also getting a nice bounce after a period of decline are the shares of content maker Demand Media, which is up 6.5 percent for the month, and close to 36 percent for the year.

So, too, retailer Amazon, which is up 25 percent in the year to date, but down about 5 percent in the last month.

Microsoft is also off this month, down more than 7 percent, but the software giant’s year-to-date record is a strong rise of 11.3 percent.

The shares of auction company eBay are also up smartly, by 35 percent for the year, and only a half-percent for the month.

Typically strong Apple shares are up 41 percent since the beginning of the year, but only 5 percent in the last month.

That leaves Yahoo, whose shares have moved under 1 percent in the last month, and are down 5 percent for the year. Executive turmoil and worries about the Silicon Valley Internet company’s advertising business lead the investor ennui here.

In this case, at least, you can’t blame Facebook.

Fat Lady Finally Sings: Yahoo and Alibaba Officially Shake on $7 Billion Stock Sale Deal (Updated)

Kara Swisher — Sun, 20 May 2012 22:34:03 +0000

As AllThingsD reported several days ago they would, Yahoo and Alibaba Group have finally reached an agreement for the Silicon Valley Internet giant to sell back half its stake in the Chinese Web company in a $7 billion deal.

The taxable shares sale agreement, which is now being approved by both boards, is part of a larger and more complex arrangement, which will also include a multibillion-dollar stock buyback by Yahoo and an eventual IPO of Alibaba.

And, perhaps most importantly, it will bring to an end what could be the longest running global cat fight in Internet history, in which the long-time partners have bickered over the terms of their relationship for years now.

It has mostly been over how they could get to the transaction they should be announcing later tonight (or morning in Hong Kong, which it is there now). While it could fall apart at the last minute, that is highly unlikely at this point.

(Update: The Yahoo board has approved the deal unanimously, said sources, so it is done done.)

(Update 2: Yahoo and Alibaba both confirmed the deal in a joint press release, which is below.)

Thus, after many failed attempts to strike a tax-free deal — also involving Yahoo’s Japanese partner, SoftBank — collapsed, the pair have finally settled on a taxable deal, which could net Yahoo upwards of $4 billion.

The transaction values Alibaba at $35 billion and is subject to a number of funding issues that could change the value of the deal.

But here is the overall situation, as I previously reported:

Yahoo is set to sell half of its roughly 40 percent stake in Alibaba, in a taxable deal. The transaction is likely to value that portion of Yahoo’s holdings at about $7 billion — or 20 percent of Alibaba’s $35 billion enterprise valuation. Alibaba is in the midst of raising capital to fund the sale.

After taxes of upward of 35 percent are paid on the long-term gains — remember that Yahoo bought the now-lucrative Alibaba stake for just $1 billion in 2005 — the company will use the funds to buy back its own shares. That stock has been caught in the mid-teens doldrums for quite a while, so this could help boost shares significantly.

A shareholder dividend is also being considered by the Yahoo board, but it is unlikely. It’s also not clear if some of the cash will be held back for acquisitions by Yahoo, sources added, but it is also unlikely.

As part of the deal, sources said, medium-term incentives have been put in place for Alibaba to move forward with a public offering, which sources stressed is without contractual obligation or a time frame. Alibaba execs have already been publicly indicating such a direction recently, but this will put them more firmly on that path.

Although there are no plans to go public as yet, the IPO incentive revolves around several terms, including the right to buy back half the remaining stake, which expires in December of 2015. As I previously reported, Yahoo will be required to sell back half of the 20 percent remaining stake upon IPO and the other half after that if Alibaba goes public in the time frame agreed to.

Lastly, the Alibaba voting rights for both Yahoo and SoftBank are much diminished in the new deal, according to sources, to under 50 percent.

Translation: Alibaba CEO Jack Ma is now in the driver’s seat completely.

Once close, the pair have been wrangling over the large Yahoo ownership, which Ma has been trying to dislodge in a variety of nice and not-so-nice ways. It has resulted in a number of very public disagreements.

That included a nasty back-and-forth over its Alipay unit with now-fired CEO Carol Bartz, threats of takeover of Yahoo with private equity firms and, more recently, making friendly with its just-ousted CEO, Scott Thompson.

Those talks with him in recent weeks, which included a visit to China by Thompson, led to the new deal, which was negotiated primarily between Yahoo’s CFO Tim Morse and legal head Mike Callahan and Ma and Alibaba’s Joe Tsai.

The talks continued even as Thompson was suddenly engulfed in a controversy over a fake computer science degree on his resume that quickly led to his departure from Yahoo.

Ironically, the error was first discovered by activist shareholder Daniel Loeb, who is now voting on the deal as a newly named director of Yahoo, after successfully helping to oust Thompson.

He owns almost 6 percent of Yahoo.

The final decision to approve the deal was in the hands of a very new board of Yahoo, which has been drastically reshaped in recent weeks. It met to decide on the deal this weekend.

While the deal with Alibaba is finally nearing an end, Yahoo’s talks to sell its 33 percent stake in Yahoo! Japan is not part of this agreement. That’s due to what Thompson had called a “valuation gap,” which sources said is still an outstanding issue.

New interim CEO Ross Levinsohn has not been involved in the Alibaba deal in any significant way. But he certainly will benefit from its halo effect, if approved, especially given that it will likely boost Yahoo shares.

It also puts Yahoo in a unique situation, in which it must sink or swim more largely based on the value of its troubled core business.

That could mean a lot of things, including the eventual sale of the company, whose most lucrative asset recently — its Alibaba holding — will matter much less.

As soon as I get the press release, I will post it here, but no one is commenting, despite the inevitable happy ending to this long-running story.

And here’s the press release, finally:

Yahoo! and Alibaba Reach Agreement on Comprehensive Plan for Alibaba Stake Agreement Realizes Significant Value, Immediate Liquidity and Path to Future Monetization

Yahoo! Board Increases Share Repurchase Plan by US$5 Billion

May 20, 2012 — Sunnyvale, California and Hangzhou, China – Yahoo! Inc. (NASDAQ: YHOO) and Alibaba Group Holding Limited today announced they have entered into a definitive agreement for a staged and comprehensive value realization plan for Yahoo!’s stake in Alibaba.

The first step is the repurchase by Alibaba of up to one-half of Yahoo!’s stake, or approximately 20% of Alibaba’s fully-diluted shares. The purchase price will be based on a valuation of Alibaba to be established through equity financings that Alibaba intends to undertake to finance the transaction, subject to a floor valuation of approximately US$35 billion. The agreement includes substantial financial incentives for Alibaba to raise the additional equity at a valuation higher than US$35 billion. At the minimum price and assuming the initial repurchase of the full 20% stake, Yahoo! would receive from Alibaba consideration of approximately US$7.1 billion, composed of at least US$6.3 billion in cash proceeds and up to US$800 million in newly-issued Alibaba preferred stock.

The agreement also establishes a framework for Yahoo! to monetize its remaining interest in Alibaba in stages. First, at the time of an initial public offering (IPO) of Alibaba in the future, Alibaba will be required either to repurchase one-quarter of Yahoo!’s current stake at the IPO price or allow Yahoo! to sell those shares in the IPO. Second, following such an IPO, Yahoo! has registration rights and rights to marketing support from Alibaba to enable Yahoo! to dispose of its remaining shares, at times of Yahoo!’s choosing following a customary lock-up period.

This agreement is a result of extensive discussions between the two parties and a comprehensive review of both taxable and tax-efficient alternatives. Yahoo! and Alibaba believe this agreement to be the best path to align incentives and maximize value for shareholders of both companies and it paves the way for Alibaba to achieve future public market liquidity for all of Alibaba’s shareholders. For Yahoo!, the agreement provides for a staged exit over time, balancing near-term liquidity and return of cash to shareholders with the opportunity to participate in future value appreciation of Alibaba.

“Today’s agreement provides clarity for our shareholders on a substantial component of Yahoo!’s value and reaffirms the significance of our relationship with Alibaba,” said Ross Levinsohn, Interim CEO of Yahoo!. “We look forward to continued collaboration with the Alibaba team on business initiatives as we explore joint opportunities for growth and benefit from Alibaba’s future. I want to thank Jack Ma, Joe Tsai and the Alibaba team, as well as Tim Morse, Michael Callahan and our Yahoo! team for their dedication in achieving this successful outcome.”

“This transaction opens a new chapter in our relationship with Yahoo!,” said Jack Ma, Chairman and Chief Executive Officer of Alibaba Group. “I look forward to working with Ross Levinsohn and the Yahoo! team as Alibaba builds China’s leading e-commerce company. Yahoo!’s global audience reach will provide attractive partnership opportunities for Alibaba to explore markets outside of China. The transaction will establish a balanced ownership structure that enables Alibaba to take our business to the next level as a public company in the future.”

“We look forward to delivering the proceeds of the near-term transaction to our shareholders, and to the further enhancement of value and the additional monetization in the future that this agreement enables,” said Timothy R. Morse, Executive Vice President and Chief Financial Officer of Yahoo!.

In addition to the share repurchase, the companies have also agreed to amend their existing technology and intellectual property licensing agreement. Among other things, this amendment will result in Yahoo! granting Alibaba a transitional license to continue to operate Yahoo! China under the Yahoo! brand for up to four years, while restrictions on Yahoo!’s ability to make other investments in China will be terminated. Alibaba will make an upfront lump sum royalty payment of US$550 million to Yahoo! and continuing royalty payments for up to four years. In addition, Alibaba will license certain patents to Yahoo!. Upon closing of the repurchase transaction, the Alibaba shareholders’ agreement will be amended so that the parties’ respective rights will be commensurate with the parties’ post-closing level of ownership in Alibaba. Yahoo! will continue to be represented on Alibaba’s board of directors with the right to appoint one of four existing directors.

Yahoo! intends to return substantially all of the after-tax cash proceeds to shareholders following the closing of the transaction. While the form of the return of capital to shareholders has not yet been finalized, Yahoo!’s board has increased Yahoo!’s share buyback authorization by US $5 billion concurrently with this transaction.

The transaction is subject to customary closing conditions. Alibaba will be required to close the repurchase with respect to at least one-quarter of Yahoo!’s current stake in Alibaba regardless of the amount of financing raised, and up to one-half of Yahoo!’s current stake if it obtains the requisite financing. Alibaba intends to finance the repurchase through a combination of its own cash resources, debt, equity and equity-linked financing. The transaction is expected to close within approximately six months.

UBS Investment Bank acted as lead financial advisor to Yahoo! and Allen & Company LLC and Goldman Sachs & Co. also served as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP acted as lead legal counsel to Yahoo! and Weil, Gotshal & Manges LLP also acted as legal counsel. Munger, Tolles, & Olson LLP acted as legal counsel to the Yahoo! Board of Directors. Credit Suisse acted as lead financial advisor to Alibaba and Wachtell, Lipton, Rosen & Katz acted as lead legal counsel to Alibaba. Freshfields Bruckhaus Deringer LLP acted as counsel to Alibaba on certain financing and Hong Kong legal matters and Fenwick & West LLP acted as counsel to Alibaba on intellectual property matters.

Exclusive: Yahoo Finally Set to Strike Alibaba Share Deal -- Half Now, Then Half of What's Left After Eventual IPO

Kara Swisher — Fri, 18 May 2012 06:39:00 +0000

Yahoo is in the final stages of selling a large chunk of its stake in the Alibaba Group back to the company — in a complex deal that is set to include a multibillion-dollar share buyback to investors of the Silicon Valley Internet giant and an eventual IPO of the Chinese company — according to multiple sources close to the situation.

The deal has yet to be officially approved by the boards of both companies, but sources said it is likely to be, and could be announced as early as Monday.

This all could change, of course, since negotiations between Alibaba and Yahoo have taken place in a variety of ways in recent years, without success and with much acrimony. Talks over a tax-free deal — also involving Yahoo’s Japanese partner, SoftBank — collapsed in February, for example.

But the 324th time is apparently the charm — so here are the details of what looks to be a nearly complete agreement that I have ferreted out thus far from lots of relieved sources familiar with the situation:

Yahoo will sell half of its roughly 40 percent stake in Alibaba, in a taxable deal. The transaction is likely to value that portion of Yahoo’s holdings at about $7 billion — or 20 percent of Alibaba’s $35 billion enterprise valuation. Alibaba is in the midst of raising capital to fund the sale.

After taxes of upward of 35 percent are paid on the long-term gains — remember that Yahoo bought the now-lucrative Alibaba stake for a fraction of that, many years ago — the company will likely use the funds to buy back its own shares. That stock has been caught in the mid-teens doldrums for quite a while.

A shareholder dividend is also being considered. It’s not clear if some of the cash will be held back for acquisitions by Yahoo, sources added, but it is unlikely.

As part of the deal, sources said, incentives have been put in place for Alibaba to move forward with a public offering, which sources stressed is without the contractual obligation or a time frame. Alibaba execs have already been publicly indicating such a direction recently, but this will put them more firmly on that path.

In return, Yahoo has agreed to sell the remaining quarter of its current holdings when that IPO does occur. It would then have an only 10 percent stake of Alibaba, which it could sell at any time after the IPO.

If finally struck, the transaction will finally bring to an end one of the more protracted and disputed relationships in the Internet world.

Once close, the pair have been wrangling over the large Yahoo ownership, which Alibaba CEO Jack Ma has been trying to dislodge in a variety of nice and not-so-nice ways. It has resulted in a number of very public disagreements.

The talks continued even as Thompson was suddenly engulfed in a controversy over a fake computer science degree on his resume that quickly led to his departure from Yahoo on Sunday.

Ironically, the error was first discovered by activist shareholder Daniel Loeb, who will now vote on the deal as a newly named director of Yahoo, after successfully helping to oust Thompson.

He owns almost 6 percent of Yahoo, and is expected to approve the transaction.

But the final decision to approve the deal will be in the hands of a very new board of Yahoo, which has been drastically reshaped in recent weeks. It is meeting tomorrow and perhaps over the weekend to vote on it.

While the deal with Alibaba looks to be nearing an end, Yahoo’s talks to sell its 33 percent stake in Yahoo Japan is not part of this agreement. That’s due to what Thompson had called a “valuation gap,” which sources said is still an outstanding issue.

Next up for Levinsohn, who has just rejiggered Yahoo management again, other sources said, is an effort to settle the patent-infringement lawsuit with Facebook, and also to renegotiate its search deal with Microsoft.

And, oh yes, fix Yahoo’s rocky core-advertising business, which is still in distress and needs a major overhaul to push it back to growth.

But that, as they say, is yet another episode of Yahoo’s ongoing reality show.

Investors Told Facebook IPO Will Be in $34 to $38 Price Range

Kara Swisher — Mon, 14 May 2012 23:52:25 +0000

According to several sources close to the situation, investors are being told that the IPO price range for Facebook will be from $34 to $38 a share.

That means the highest valuation will be just over $100 billion, fully diluted.

That is up from a much lower price of close to $31 a share last month, in filings related to its pending acquisition of photo-sharing start-up Instagram. Recent ranges have been pegged between $28 and $34.

Earlier today, reports surfaced about the possible rise in price, but it was slightly higher from $35 to $40.

The higher price is an indication that some reports last week saying there was weak investor interest were, well, wrong.

The official pricing for the blockbuster offering of the social networking site will take place Thursday, sources confirmed, with a public offering on Friday under the “FB” ticker symbol on the Nasdaq market.

Facebook IPO Docs Could Get Approval This Week, Followed by Road Show With Zuckerberg (No Guarantee on Tie)

Kara Swisher — Tue, 01 May 2012 12:58:49 +0000

According to sources close to the situation, Facebook is anticipating getting approval from government regulators to officially distribute its S-1 public offering prospectus to investors within days, which would mean its road show could begin as early as next week.

As I reported back in January, the social networking giant is expected to go public in the second or third week of May, a timeline (get it?) which currently appears to be on track.

In addition — although some have speculated that its famous CEO and co-founder Mark Zuckerberg might not take a “hands-on” role in the high-profile process, having missed one pre-IPO meeting with Wall Street analysts and bankers (can you blame him?) — sources said he would be appearing before potential shareholders, and would be present at key meetings to help sell the company to them.

Of course, he will — although there was much speculation that the Silicon Valley superstar would bow out of any of the hubbub around the huge IPO, and that bankers were practically begging him to appear, sources said Zuckerberg is too key to all aspects of its business not to appear.

(No word as yet on whether he will don a tie, as he sometimes does, or if his usual hoodie will be Zuckerberg’s outfit of choice — although his sartorial choices on the road show are sure to get excessive media scrutiny.)

“Facebook is Mark Zuckerberg and Mark Zuckerberg is Facebook,” said one person with knowledge of the situation. “He’ll do his job as CEO, as he always does.”

Indeed, although he is often portrayed as shy and not a fan of the limelight, Zuckerberg has always stepped up — and rather enthusiastically — when a public appearance is needed, whether in times of trouble or touting for the eight-year-old company.

This is a touting-Facebook moment, of course, as it seeks to raise up to $10 billion in a blockbuster offering that could value the company at $75 billion or more. Filed in February, that will make it the biggest Internet IPO ever.

Also expected to play key roles in the road show are CFO David Ebersman and COO Sheryl Sandberg, as well as other top Facebook execs.

Whether they all can rev up the jets and get going on the road show depends on the Securities and Exchange Commission finally declaring Facebook’s preliminary prospectus of its business and finances “effective” or in legal compliance.

Facebook has updated the initial filing several times, with new financials as well as information about its purchase of photo-sharing site Instagram and its ever-nasty patent battle with Yahoo.

But, overall, the SEC process has been rather smooth for the company, and sources said it appears it will continue that way.

After the road show: A sales process in which investors ask their questions of management and then officially begin to place orders for Facebook stock.

Among the areas of likely concern are that Yahoo patent lawsuit and, most importantly, how Zuckerberg and others characterize the slowing of its explosive revenue growth in its most recent filing update.

Last week, Facebook said its revenue was $1.058 billion, up 46 percent for the year, but down 6 percent from the previous quarter. In the first quarter of 2012, its net income was $205 million, which was down from $233 million a year ago. The company attributed the decline to rising costs, including in marketing and in research.

After the road show, Facebook’s bankers will price the offering — which is widely expected to be massively oversubscribed — and then it will go public on the Nasdaq market, under the “FB” ticker.

The rest, as they say, will presumably be history — or, in fact, the future for Facebook in the public eye.

Confirmed: Schultz and Efrusy to Leave Groupon Board; "Accounting Types" Joining

Kara Swisher — Mon, 30 Apr 2012 19:40:37 +0000

Spencer Platt | Getty Images News

According to sources close to the situation, Starbucks Chairman and CEO Howard Schultz and Accel Partners’ Kevin Efrusy will be stepping down from the board of Groupon.

Schultz’s departure will be effective today, but Efrusy — who was critical to the initial funding around the Chicago-based daily deals site — will not be standing for re-election at the company’s annual meeting in June.

The departures are voluntary, but sources said the pair will be replaced by two new directors with significantly more fiscal oversight experience, whom one source characterized as “accounting types.”

(Update: Groupon just posted a press release noting the board departures, with the names of the new board pencil pushers: Daniel Henry, CFO of American Express, and Deloitte Vice Chairman Robert Bass. Henry joins immediately in Schultz’s place. Full press release below.)

It is a move that is critical, given Groupon’s recent series of missteps around its financial reporting that have hurt both its reputation and, more importantly, its stock.

Interestingly, several sources noted that Schultz almost left the board right before Groupon’s public offering last fall, after several ongoing disputes with its management, but stayed on so as not to scuttle its IPO.

The board of the company has not involved itself as prominently in the accounting messes at the company, but it appears as if they will begin to now.

It must, given Groupon shares have been trading at a low of $11. Its stock has dipped to $10.98 today.

As Tricia Duryee wrote recently about the fall:

At that price, it is now worth just over $7 billion, down 57 percent since the company went public last November and well off the more than $10 billion it was valued at as tech’s hottest start-up of 2011.

Ironically, Groupon’s current market valuation is actually not much more than the $6 billion offered for it by search giant Google in late 2010.

The fall of Groupon has been swift, from the honorific of being the fastest-growing company ever to one that cannot keep control of that runaway growth.

That’s perhaps no surprise.

Perhaps most significantly, Groupon went public in just four years, delivering the biggest tech IPO since Google.

The quicksilver move was typical for it. In just two years’ time, the company ballooned from 37 employees to 9,625 and from serving five markets in the U.S. to 175 in North America alone. And that’s leaving out massive expansion abroad. In the past year, Groupon has acquired roughly 17 companies, including many international copycats.

The company also has entered many new segments, expanding from selling lower-priced and simpler deals on restaurants and spas to more complex and pricey arenas, including travel, physical goods and luxury items.

But Groupon is now learning that its original business does not work across just any segment, especially to more discerning customers of its higher-level and more expensive offerings.

In fact, it was those newer and potentially more lucrative markets that forced the company recently to revise the company’s fourth-quarter report after returns skyrocketed on luxury items, such as Lasik eye surgery.

The problems forced Groupon to lower revenue in the period by $14.3 million and net income by $22.6 million. It is now reporting a wider net loss of $64.9 million on revenue of $492 million, pushing it further away from its goal of profitability.

The company also disclosed at the time that independent auditors had noted “material weakness” in its financial controls. In addition, The Wall Street Journal reported that the Securities and Exchange Commission was examining Groupon’s revision.

With many companies, investors might have shrugged off such accounting issues, but the impact on the stock has been greater since they are only the latest in a string of similar mistakes at Groupon.

In its pre-IPO period, for example, Groupon was forced to restate revenues after counting both its portion of the revenue and the revenue that goes to the merchant together. It also had to dump a controversial accounting metric that made the company look more profitable than it was, because it did not include important costs, such as critical online marketing expenses to attract new customers.

Those came after the company retracted a statement by Eric Lefkofsky, Groupon’s co-founder and executive chairman, who told Bloomberg in an interview that Groupon would be “wildly profitable.”

At least the wild part was accurate.

Much of the blame for these missteps by Wall Street is being aimed at CEO and co-founder Andrew Mason, the iconoclastic 31-year-old entrepreneur who is largely responsible for defining the company’s culture, as well as Jason Child and Joe Del Preto, the chief financial and accounting officers, respectively.

Child joined the company in December 2010, coming from Amazon, where he held several roles over a 10-year period — including VP of finance, international, and director of investors relations. Prior to joining Amazon, he worked at Arthur Andersen as a certified public accountant.

Del Preto has been Groupon’s chief accounting officer for the past year and, before that, he was the company’s global controller for three months. Before Groupon, he was controller and VP of finance at Echo Global Logistics and also served as controller at InnerWorkings, the same company where Mason was a computer programmer in his early career.

Mason, of course, is the best known and the person most responsible for establishing the company’s whimsical culture and managing — or mismanaging, depending on how you look at it — Groupon’s hard-charging growth.

It will also be up to him to turn it all around, as the company sinks in both value and investor regard. Since the restatement, Mason has said little about how he intends to do that. In February, when Mason concluded Groupon’s first-ever earnings call, he said: “Thanks, guys, this was a lot of fun, and I look forward to many more of these.”

It’s not clear fun will be on the agenda at his next outing on Groupon’s first-quarter call in mid-May.

Here is the official press release from Groupon on the board changes:

Groupon Appoints Two Directors to Board Daniel Henry, CFO of American Express, and Robert Bass, Vice Chair of Deloitte

CHICAGO — (BUSINESS WIRE) — Groupon, Inc (http://www.groupon.com) (NASDAQ:GRPN) today announced that Daniel Henry, the chief financial officer of American Express Company and Robert Bass, a vice chairman of Deloitte LLP will join its Board of Directors. Both will serve on the Audit Committee with Audit Chair, Ted Leonsis. Daniel Henry was appointed to the Board on April 26, replacing Howard Schultz, who has stepped down from the Board. Robert Bass will stand for election at the annual stockholder meeting to be held on June 19 following his retirement from Deloitte, replacing Kevin Efrusy, who will not stand for reelection at that time. “With their deep financial, accounting and operational experience, Dan and Bob will provide invaluable expertise to the Board going forward,” said Eric Lefkofsky, Groupon Chairman.

Daniel Henry, 62, has been the Chief Financial Officer of American Express Company since October 2007. Henry is responsible for leading American Express Company’s finance organization and representing American Express to investors, lenders and rating agencies. He has also served as Executive Vice President and Chief Financial Officer of U.S. Consumer, Small Business and Merchant Services and joined American Express as Comptroller in 1990. Prior to joining American Express, Henry was a partner with Ernst & Young.

Robert Bass, 62, has been a vice chairman of Deloitte LLP since 2006, and a partner in Deloitte since 1982. He will retire from Deloitte on June 2, 2012. Bass has specialized in e-commerce, mergers and acquisitions and SEC filings. At Deloitte, Bass is responsible for all services provided to Forstmann Little and its portfolio companies and is the advisory partner for Blackstone, DIRECTV, McKesson, IMG and CSC. He has also previously been the advisory partner for priceline.com, RR Donnelley, Automatic Data Processing, Community Health Systems and Avis Budget. He is a member of the American Institute of Certified Public Accountants and the New York and Connecticut State Societies of Certified Public Accountants.

“I’m thrilled to have been a part of Groupon’s development,” said Kevin Efrusy. “The Company is well on its way to becoming the operating system for all local commerce.”

“Howard and Kevin helped guide us on our journey to becoming a public company and I want to thank them and acknowledge their contributions,” said Groupon CEO Andrew Mason.

“During my tenure on the Board, I was impressed by the game-changing opportunities that Groupon has delivered for both merchants and customers on a global scale,” said Howard Schultz. “Groupon has a strong sense of mission and purpose, and as I move on to focus on my other time commitments, I wish them the very best.”

Updated S-1: Facebook's Yearly Revenue Growth Up 45 Percent, But Down Six Percent From Last Quarter

Kara Swisher — Mon, 23 Apr 2012 19:13:53 +0000

Facebook filed an updated version of its S-1 public offering document today, which included somewhat disappointing first-quarter financials.

In the new filing with the Securities and Exchange Commission, its fourth update for its upcoming public offering, the social networking giant’s revenue was $1.058 billion, up 46 percent for the year, but down six percent from the previous quarter.

In the first quarter of 2012, Facebook’s net income was $205 million, which was down from $233 million a year ago. The company attributed the decline to rising costs, including in marketing and in research.

Facebook also said its current share price was $30.89 each, which values the entire company at about $77 billion.

Some investors might worry about the latest results, which show a slowing in Facebook’s torrid growth. But Facebook said the quarterly decline was due to seasonality — it was flat in the same period a year ago.

As it noted in the document:

“We believe that our rates of user and revenue growth will decline over time. For example, our revenue grew 154% from 2009 to 2010, 88% from 2010 to 2011, and 45% from the first quarter of 2011 to the same period in 2012. Historically, our user growth has been a primary driver of growth in our revenue. We expect that our user growth and revenue growth rates will decline as the size of our active user base increases and as we achieve higher market penetration rates.”

Its audience, though, was still growing strongly: Facebook also said it had 532 million daily active users, up from 372 million a year ago and 483 million in December. Its monthly active users were up from 680 million last year to just over 900 million and up from 845 million from December.

Facebook also added an explicit figure for average revenue per user, which was $1.21, up six percent year over year. It also said the number of full-time employees grew 46 percent from last year to 3,539 at the end of March.

The last update to Facebook’s regulatory filing for its mid-May IPO was in late March. That one gave investors more information about a patent infringement lawsuit waged by Yahoo — Facebook noted its counter claim in the newest filing — and also its motion to dismiss Paul Ceglia’s legal attempt to garner half of the company. It then included more information about growing engagement by users of the social networking site.

Along with some other minor changes in the new document, Facebook noted, in news that was already known, that it would trade its stock on the Nasdaq market under the ticker symbol “FB.” It also said it had bought photo-sharing start-up Instagram, another piece of old news, and noted its just-struck patent deal with Microsoft.

One new detail about Instagram: Facebook forked over “approximately 23 million shares of our common stock and $300 million in cash” to buy it.

Also, said Facebook, in an interesting new section on its global business:

“In the first quarter of 2012, 50% of our revenue was generated by users in the United States and Canada, a decrease from 54% of our revenue for the first quarter of 2011, and in 2011, 52% of our revenue was generated by users in the United States and Canada, as compared to 58% in 2010, as we experienced more rapid revenue growth in markets such as Germany, Brazil, Australia, and India.”

Here is the whole updated file, if you want to peruse yourself:

4thfbs1update

Viral Graphic: Visualizing the Facebook IPO

Kara Swisher — Thu, 19 Jan 2012 00:17:18 +0000

Social media dude Greg Voakes did a data visualization of what a Facebook IPO would look like, making it look cooler than it probably will be.

As I wrote last week, the social networking behemoth is planning a honking big public offering for late May, which could bring in $10 billion on a $100 billion valuation.

That is certainly a lot of dough — which Facebook will need to battle Google and others, while it also seeks world domination.

Enjoy:

Is Facebook IPO on Track for May?

Kara Swisher — Mon, 16 Jan 2012 09:31:26 +0000

According to multiple sources, the long-anticipated public offering of Facebook is now likely to come in the second or third week of May.

That means that the company must file its IPO documents within the next month, given that the review by the Securities and Exchange Commission usually takes about three to four months.

That’s if there are no issues, of course, such as a turbulent market or thornier-than-usual questions from regulators that require amending the filing.

Groupon, for example, filed for its IPO in early June, but did not go public until five months later in November.

The usual caveat on the late-May timing (even though I called 143 people on this one): This IPO planning could all change, in a New York minute, to another month.

In any case, the Facebook IPO is expected to be one of the largest Web offerings ever — with some reports saying the company will be raising $10 billion on a $100 billion valuation. (The valuation and raise, sources tell me, will be much lower.)

That amount is presumably to match its huge consumer growth and revenue explosion. Users now number 800 million — a figure that is likely to hit one billion this year. And revenue, which was reportedly close to $4 billion in 2011, is expected to be higher by another third in 2012.

Facebook will need such oomph if it is to impress investors, although the social networking site’s leadership is still warning that its focus is products over dollars.

In an interview with The Wall Street Journal last week, for example, co-founder and CEO Mark Zuckerberg hedged the point, even as he sang his same familiar strategic tune of the last few years.

“The thing to take away isn’t that we don’t care [about business]. People for years were asking me why aren’t we trying to make more money,” he said. “I would say I’m trying to build a business for the long term and it was clearly the right strategy.”

While admirably I’ll-row-my-way in tone, Zuckerberg needs a public offering heft more than ever, as Facebook’s battles with rivals — most especially Google — escalate.

Just last week, the monocratically-inclined search giant ham-handedly shoved its own social networking service, Google+, into its results, in a move that could severely disadvantage Facebook.

Thus, into the Wall Street breach, to get a giant pile of dough to fight back!

But, unlike Google’s more kookified 2004 IPO, sources said Facebook’s is probably going to hew to a more traditional offering script.

That is likely to include a hefty consortium of irksome investment bankers — think firms like Goldman Sachs and Morgan Stanley on top of the filings, and a spate of smaller ones (Allen & Co.) below, and you have the approximately accurate idea.

And, while shot-caller-in-chief Zuckerberg will be the one key voice in the IPO, the man to watch has been and will be CFO David Ebersman.

The longtime Genentech exec, who came to Facebook in 2009, has been doing all the heavy lifting in preparation for the IPO, said sources, and will continue to do so.

Facebook declined to comment (but I would too, if I were them).

Exclusive: Zynga's Van Natta Moves to Strategic Adviser; Feld Off Board, Paul In

Kara Swisher — Thu, 17 Nov 2011 18:30:08 +0000

In a new filing with the Securities and Exchange Commission concerning its upcoming IPO, Zynga is expected to unveil two key management and board changes at the online gaming phenom:

Chief Business Officer Owen Van Natta — who came to the San Francisco-based start-up several years ago to help CEO Mark Pincus grow it and develop it — will step down from his job and become a strategic adviser focusing on major partnerships. He’ll still remain board member at Zynga, but will give up millions of pre-IPO shares by moving out of his operational role.

And director and venture investor Brad Feld will leave the the board, which VCs sometime do as companies move to a public offering and add members with more specific business experience.

In his place, longtime entrepreneur and investor Sunil Paul, who founded a company called FreeLoader with Pincus many moons ago, will join the board.

Zynga confirmed the changes to me in a statement by Pincus:

“Owen is a valuable business partner. He’s made great contributions to Zynga and continues to be an important part of our team.”

Sources said the changes related to Van Natta around are not part of a recent controversy around a Wall Street Journal story about clawing back of some share options grants of early Zynga employees who had become less involved in the company. While the company cannot actually take back already vested shares owned by those staffers, the article has put a lot of scrutiny on Zynga and raised questions about how to cope with the kind of hyper-growth some Internet firms experience.

That’s certainly been the kind of rocket ride Zynga has been on, as it has grown from a small social gaming company on Facebook to a high-profile public company.

Zynga is in the final stages of its IPO process, answering questions from the SEC that are typical. If all goes well, Zynga execs are expected to go on a road show after the Thanksgiving and go public by the end of the year at a market valuation of close to $20 billion.

That was different from when Van Natta officially got to Zynga in the spring of last year — after a rocky experience running the doomed Myspace. At the time, he told me at the time that planned to be focused on scaling the business and did not consider himself a long-term operating executive.

Since then, he has helped Pincus hire a series of experienced gaming execs, including a chief operating officer, a chief marketing officer and others.

Zynga was Van Natta’s third high-profile Web company in recent years. He was a top early exec for Mark Zuckerberg at Facebook until early 2008, and in 2009 he took over News Corp.’s (NWS) MySpace, a job that lasted less than a year.

Early in his career, Van Natta was also was a top strategy, marketing and deal exec for Amazon, which bought an early social networking start-up called PlanetAll that he worked at.

It will now be interesting to see what Van Natta does next, but it is unlikely he will take a permanent position. He is a longtime angel investor in Silicon Valley, including in hot start-ups such as Asana and still holds a significant stake in Facebook.

But, in moving out of his job at Zynga, he will be giving up many millions of shares of a rich trove he was given when he arrived at the company. That said, Van Natta already owns millions of accelerated vested shares and will get another large grant as a board member.

Translation: Don’t cry for Mr. Van Natta, Silicon Valley — he made $42 million last year from Zynga shares alone.

Exclusive: Groupon Prices at $20 a Share; More Than 10x Oversubscribed, So It Adds 5M More Shares

Kara Swisher — Thu, 03 Nov 2011 22:51:26 +0000

Groupon has priced its public offering at $20 a share, several dollars above the expected price range of $16 to $18. That will garner $700 million for the start-up, which is only several years old, at a valuation of close to $13 billion.

The offering for the Chicago-based daily deals site — which has had a controversial IPO process — was well upwards of 10 times oversubscribed, meaning there was a lot more demand than supply of its stock.

To alleviate the difference, Groupon has apparently added five million more shares to its offering, totaling 35 million shares sold.

Groupon has endured an unusual amount of criticism over a variety of issues — including accounting treatments, executive turmoil and growth prospects. But investors did not seem to mind all the noise and clamored to get into a possibly lucrative IPO.

The relatively small float of shares — about six percent of total — and that intense interest allowed Groupon to cherry pick its new shareholders.

It will be interesting to see if, as it endured loud critics when it was private, if short sellers will pile onto the social buying company now that it is public.

Executives from Groupon, including its CEO Andrew Mason (who has seemed to have gotten a nice haircut and suit for occasion), have been hawking the company — which sells an assortment of discounted services from a variety of local merchants — to investors all over the country over the last several weeks.

The company is set to go public tomorrow under the GRPN ticker on the NASDAQ.

You're Spending More Time Than Ever Watching Web Video. But You're Not Watching For Long.

Peter Kafka — Wed, 12 Oct 2011 18:52:15 +0000

Brightcove, the company that helps Web publishers put video online, has a new report out on Web video usage.

Spoiler: It’s up!

That’s good news for a Web video company that’s trying to go public, and also not surprising. But the survey is a fun skim (PDF), with interesting nuggets about consumption on different kinds of platforms — Apple versus Android, etc. — and from different kind of publishers — TV-based sites like Hulu versus pure-play sites like YouTube, etc.

And buried in there is a good reminder of exactly what it is we do when we watch video on the Web: We don’t stick around.

We’re most likely to watch longest if we’re watching on a “broadcast” site like Hulu or NBC.com, but even then we’re not parked very long: The average session for one of those sites clocks in around 3:30, Brightcove says. It’s much less for anyone else.

So here’s a clip that’s just a tad over the broadcast average, and which should be on a broadcast site. Alas, NBC’s unlamented “Studio 60” isn’t available anymore on Hulu, so to track it down online you’ve got to hunt and peck on YouTube. This excellent “Network” homage is how the show’s pilot kicked off in 2006.

And while we’re on the topic — weird that this failed Aaron Sorkin show doesn’t get more love, especially in a post-“Social Network” world. Yes, it’s overwrought, over-the-top stuff, which treats a “Saturday Night Live”-like show as if it’s every bit as important as “The West Wing” — there’s even an Afghanistan kidnap plot late in the show’s single season. But whatever! I’d rather watch hours of flawed Sorkin stuff than almost anything else on TV. Surely there have to be more people like me out there. Right?

Uh-Oh: Groupon Loses New COO, Who's Going Back to Google

Kara Swisher — Fri, 23 Sep 2011 20:54:19 +0000

In a blog it just posted, Groupon said its recently hired COO, Margo Georgiadis, “has decided to return to Google (her former employer) in a new role as President, Americas.”

She was only hired in April, just months before the company filed to go public. Georgiadis was previously VP of Global Sales at Google.

(Interesting way to get a better title at the search giant, Margo!)

Georgiadis was in charge of the company’s global sales, marketing and operations at the Chicago-based social buying service.

Sources said that the hiring did not gel on either side.

It might not be Georgiadis’ fault. She replaced Rob Solomon, who was in his job for one year.

And here’s another: PR hire Brad Williams, a longtime Silicon Valley communications exec, who was there and then gone in what felt like 23 minutes.

It seems Groupon does not like Silicon Valley types or, perhaps, vice versa.

Since its IPO filing, in fact, it feels as if it has been a non-stop circus disaster at Groupon.

That has included immense controversy about its sketchy accounting, huge slugs of venture funding going to its founders and a lot of worries about its growth.

Today, in a Friday late afternoon dumping of bad news in hopes that no one notices (I do), Groupon also amended its S-1 public offering filing once again to change revenue metrics and also add a controversial internal letter that CEO and co-founder Andrew Mason sent to employees to counter its many and growing critics.

There appear to be many more shoes dropping soon, said sources, so stay tuned.

Until then, here’s the whole and very terse — for Mason — post:

Update on the Groupon Team

As a fast-growing company, we’ve done a lot of hiring this year, including on our senior executive team. Since the beginning of this year, we’ve made a total of 8 additions — that’s 57% of the total executive team. It would have been great if I could say that we batted 1,000%, but that’s rarely the case; after five months at Groupon, Margo Georgiadis, our COO, has decided to return to Google (her former employer) in a new role as President, Americas.

We’ve built a fantastic team that has proven itself highly capable, so this change won’t have an impact on operations. In fact, we are using it as an opportunity to reorganize in a way that reflects our evolving strategic priorities. Sales, Channels, International, and Marketing will now report directly to me.

Here’s a note from Margo: “Groupon is a great company and I feel privileged to have worked there even for a short time. It was a hard decision to leave as the company is on a terrific path. I have complete confidence in the team’s ability to realize its mission.” We wish her well.

DST, Silver Lake and Yunfeng Lead $1.6B Tender Offer Aimed at Alibaba Employees at $32B Valuation

Kara Swisher — Thu, 22 Sep 2011 12:45:55 +0000

Silicon Valley’s Silver Lake and DST Global of Russia, as well as Chinese private equity firm Yunfeng Capital, are leading a $1.6 billion tender offer for privately held employee and shareholder stock of China’s Alibaba Group, according to sources close to the situation.

Yunfeng, by the way, was co-founded by Alibaba Chairman and CEO Jack Ma, as well as other prominent Chinese entrepreneurs.

Along with DST, Silver Lake and Yunfeng, Singapore-based investment firm Temasek is also participating in the tender offer as an investor, but in a smaller way.

The deal, which has been discussed for some time, was signed earlier today and will be presented to its employees in an internal company blog, which will be in Chinese.

To get around persistent foreign ownership issues in China, sources said, DST and Silver Lake are ceding voting control of their stakes to Alibaba management.

If the tender is fully subscribed, that would mean a stake of just under five percent for the group, sources said, and it gives Alibaba a $32 billion enterprise valuation.

The impetus for the tender offer, which begins today, appears to be trying to address a cash-out, paper-rich issue for Alibaba employees.

There are no active secondary private markets in China, as is the case for tech start-ups in the U.S., and there is also no IPO in the foreseeable future for Alibaba. Thus, management has been looking for a way to give its employees and also other shareholders some liquidity.

This tender offer is not a capital raise by Alibaba and is only aimed at eligible employees and shareholders. The purchase of the Alibaba shares is expected to close before the end of December.

It will be done via a special investment vehicle, specifically aimed at this purchase, that includes a spate of investors. Giant Interactive Group, a Chinese online game developer, for example, said it had committed $50 million to the fund.

It’s not clear what the implications are for Alibaba’s biggest shareholder, Yahoo, which sources said is not selling shares in the tender offer. Yahoo’s fully diluted Alibaba 39 percent stake is now worth $12.5 billion in the deal.

That’s discounted due to tax issues and also the inability of the Silicon Valley Internet giant to sell its Alibaba shares.

In other words, investors will likely welcome this higher valuation, but realize a public offering is farther away than ever.

But it is interesting in that it clearly shows a strong relationship between DST and Silver Lake, which have jointly been mulling a possible bid for Yahoo along with Silicon Valley venture firm Andreessen Horowitz, as I previously reported.

Some will speculate that Silver Lake and DST now have an in with Alibaba, which is important, since a large slug of Yahoo’s market valuation is due to its Alibaba and also Yahoo Japan! assets.

If Yahoo is sold, of course, the disposition of the Alibaba asset is an important part of the deal.

More to come, including the implications for Ma, who has been under siege of late around his spinning out of Alibaba’s Alipay payments service and the noisy battle that later ensued with Yahoo. Yahoo and Alibaba, as well as its other large shareholder, Japan’s SoftBank, settled that dispute earlier this summer.

His involvement in Yunfeng, which is buying the company’s shares in a special fund that Ma is not in, will likely attract some scrutiny, anyway.

Sources said Ma is a minority investor in Yunfeng itself, has no control rights and is not a director. In addition, Yunfeng has no relationship with Alibaba.

In another interesting twist, Alibaba rival Tencent has close ties with DST’s Internet affiliate that used to share the same name, having invested $300 million last year in the affiliate that holds major Russian Internet properties.

How Market Fares After Labor Day Will Determine if Groupon's IPO Is Delayed -- Or Even Pulled (Or Not)

Kara Swisher — Mon, 05 Sep 2011 22:07:56 +0000

No other recent Web 2.0 company has undergone more scrutiny of late than Groupon.

And that’s why some are wondering if — especially given the still dicey economic situation and the continued turmoil in the markets — the Chicago-based social buying company might delay or even pull its IPO.

Not so. Yet, at least. But that could change quickly.

Several sources close to the situation said that while Groupon’s management and board have not ruled out such a scenario, they will not make any determination about such a drastic move until after the landscape becomes clearer and also after the summer is officially over tomorrow.

“Clearly, the markets are much different than when Groupon started this public offering process,” said one person who is familiar with the internal debate within the company. “But no one can get a real sense of whether it gets better or worse for the next few weeks — that’s where the real questions begin.”

It’s not a bad thing for Groupon to be asking.

While gaming start-up Zynga, in comparison, ferrets away quietly on its way to an IPO, Groupon has been getting a daily smackdown on one of the many issues that seem to have captured the — mostly negative — attention of investors and the media.

Among the topics most mentioned: Groupon’s controversial accounting called ACSOI, or adjusted consolidated segment operating income; questions about its growth prospect in more mature markets; worries about whether the company can cut its marketing costs and still retain customers; and whether it will garner the giant valuations, once upward of $15 billion, that have been bandied about.

Aside from defending itself in a recent email sent to employees from its CEO Andrew Mason, Groupon cannot give complete public answers to these questions until after its IPO, due to regulatory rules.

While Mason’s damn-the-torpedoes missive seemed to be trying to communicate a strong confidence in the company, it’s clear that all the attacks on the company have become frustrating for him.

His internal communication, which was published here first, has also attracted more controversy, and some have suggested it violates regulatory rules.

So far, although it seems likely, the Securities and Exchange Commission has not commented on the email.