Friday, May 25, 2012

The inside story: How Facebook panicked and botched its IPO

There's been a ton of coverage about the Facebook IPO disaster, but very little of it looks at the crucial point two weeks ago where things went terribly wrong. It's becoming increasingly clear that Facebook itself made a strategic blunder at that juncture.

Facebook CFO David Ebersman

Facebook CFO David Ebersman

The screw-up resulted in a major disappointment in Facebook's stock debut: The stock's 15 percent decline since the IPO last Friday may not in itself be tragic. But worse, lawsuits are flying saying that legal guidelines weren't followed. And there's the sad fact that regular mom-and-pop investors were apparently left with the more losses on average than large institutions who got privileged information. This all was aggravated by a separate annoyance: glitches in the Nasdaq stock market trading process, which caused delays in trade and cancel confirmations, among other things.

However, based on a number of interviews VentureBeat has had with observers and other sources close to the process, it's apparent that Facebook itself may be most to blame for the fallout. Facebook chose to be more furtive in public announcements about its business than it was in private talks with large investors.

The "update"

The decisive action by Facebook came on May 9, three days into the "roadshow," which is the time when Facebook and its bankers visit major investors in hopes of getting them to buy the IPO stock. On that day, Facebook's executives, led by chief financial officer David Ebersman, signed off on new language in the company's updated IPO prospectus.

In that May 9 update, Ebersman decided to use vague language when describing how the company's second quarter was looking. It was extremely understated, considering what we would later find out. According to the filing, specifically on page 57, Facebook said that it was experiencing the same trend in the second quarter that it had seen in the first quarter, that growth in "daily active users" (DAUs) was increasing more rapidly than the growth in ad impressions, driven by many users' shift to mobile devices.


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