last of seven amendments to its S-1 filing with the Securities and Exchange Commission on Tuesday morning. The company is expected to stop taking orders for shares tonight and will likely begin trading when Nasdaq opens Friday morning.Facebook filed what will most likely be the
Here’s a succinct, just-the-facts list of changes in the latest filing.
- The company now plans to offer an additional 50.6 million shares to cover over-allotments.
- Despite what was called “lackluster demand” on its road show, Facebook raised the share price of its IPO to a range of $34 to $38 per share, from the prior $28 to $35 per share. That means the company could raise as much as $14.7 billion Friday.
- The high end of that range would put Facebook’s valuation at $103 billion. The low-end is $92 billion.
- Facebook, which had initially said it hoped to close its $1 billion acquisition of Instagram by the end of the second quarter, is now saying it hopes to close the deal by the end of the year.
Facebook unveiled two significant product upgrades last week: Timeline for brands and a premium advertising platform. But an addendum to Facebook’s initial public offering prospectus filed with the Securities and Exchange Commission Wednesday suggests those two products may be fighting against each other.
The addendum is mostly a worst-case scenario look into Facebook’s future, outlining possibilities ranging from “the loss of” founder Mark Zuckerberg and Chief Operating Officer Sheryl Sandberg to substantial service outages. But, in addition to ad growth obstacles, the document did shed new light on Facebook’s operations, including an acknowledgement it can’t verify all of its 845 million users, $8 billion in new credit facilities and a warning about the 2015 expiration of a lucrative agreement with Zynga.
In the addendum, Facebook said “decisions by advertisers to use our free products, such as Facebook Pages, instead of advertising on Facebook” would negatively impact its ad revenue growth. It also reiterated its mobile concerns, noting “increased user access to and engagement with Facebook through our mobile products, where we do not currently directly generate meaningful revenue, particularly to the extent that mobile engagement is substituted for engagement with Facebook on personal computers where we monetize usage by displaying ads and other commercial content.”
The report noted that most of its current mobile users continue to access the site through their computers as well, but that the percentage of mobile-only users is increasing.
Since Facebook filed its IPO, pundits have questioned claims that it has 845 million active monthly users. That number is expected to hit one billion sometime in August, but yesterday Facebook conceded it can’t verify that between 5% and 6% of those accounts are duplicates.
“There may be individuals who have multiple Facebook accounts in violation of our terms of service, despite our efforts to detect and suppress such behaviour,” the filing said. It also noted that some mobile users may be automatically be contacting the site for application updates while having no other contact with Facebook.
Wall Street Doesn’t Flinch
None of the concerns raised in the filing appear to have scared off Wall Street: the filing also notes that Facebook added 25 new underwriters to the initial public offering, bringing the total number to 31.
The report also noted two new credit facilities: one for $5 billion for general working capital and one for $3 billion to cover tax obligations. As previously reported, Facebook is taking the slightly unusual step of covering taxes for employees who receive shares as compensation as part of the IPO.
Yesterday’s filing once again highlighted Facebook’s dependence on Zynga last year, at a time when the game maker has been looking to make its business model less reliant on Facebook. The social network said 12% of its $3.7 billion in 2011 revenue was attributable to Zynga, up from less than 10% in both 2010 and 2009.
Facebook’s agreement with Zynga could be even more troubling three years from now, when a five-year deal the companies signed in May 2010 expires. Under the terms of that agreement, payments for virtual and digital goods in Zynga’s games are made exclusively through Facebook’s payment platform, allowing Facebook to keep 30% of the revenue from those transactions.
If Zynga is successful in launching its own Web site and partnering with other social networks to distribute its games, it may be in a better position to renegotiate the terms of that deal in its favor.
Indeed, most of the more likely scenarios outlined in the document filed with the SEC Wednesday stressed Facebook’s need to diversify its revenue base, 85% of which came from advertising last year. The company said that it currently generates “no significant revenue” from mobile and its “ability to do so is unproven.”
If last week’s highly-anticipated Facebook IPO was too much excitement, not to mention too many numbers packed into a dense, 197-page S-1 filing with the Securities and Exchange Commission, breathe easy: it does not appear as if Twitter has any short-term plans to follow suit and become the last of the big three social networks to trade as a public company.
“Over time, I think that all the same factors that led to Google and Facebook going public will eventually lead [Twitter] to do the same,” Bill Gurley, a partner with Twitter investor Benchmark Capital told CNBC on Friday. For now, however, Twitter has no plans for an IPO and is focused on building out its advertising platform, he said.
That of course hasn’t stopped widespread speculation about a public offering by the microblogging service. The Web site www.twitteripo.com curates news articles related Twitter, giving top billing to any that mention of IPO rumors. And a surefire way to generate traffic for your story about a Twitter IPO is to guesstimate the date of such a filing in your headline (current consensus: Twitter will be the biggest IPO of 2013).
The problem, of course, is speculation is just that. A lot can happen between now and 2013, and while all signs point towards an IPO within the next two years, there are no givens. One of the biggest drivers will be the Facebook IPO: if Facebook fails to live up to the hype (as LinkedIn, Groupon and Zynga all failed to do in 2011), Twitter may rethink.
Meanwhile, changes in regulations that require companies to file certain information with the Securities and Exchange Commission once they hit 500 shareholders are being considered. Previously, the thinking has been if you have to change some information with the SEC, why not share it all and go public?
Another key factor is that Twitter doesn’t really need the money that is the incentive for companies to file public offerings. The company is valued at about $8 billion on private exchanges and last year raised $800 million in funding which was, incidentally, more than most IPOs in 2011. As Liquidnet Holdings analyst Lou Kerner told Bloomberg News last month, a public filing doesn’t solve any problems for Twitter, and the current strategy appears to be to continue to privately grow the company.
Officially, the company is staying mum on the subject of IPOs, only hinting that it will most likely go public – someday.
“I choose not to answer that question” CEO Dick Costolo said when asked point blank last week if Twitter would file an IPO.
Photo courtesy of ShutterStock.