We largely steer clear of companies going public here at Engadget, but Facebook and its zillions of users warrants an atypical tip of the hat. The outfit has announced that starting tomorrow, 421,233,615 shares of its common stock will be up for grabs at a price to the public of $38 per share. It'll trade on the NASDAQ under the symbol "FB," with the outfit offering 180,000,000 shares of Class A common stock and selling stockholders offering 241,233,615 shares of Class A common stock. Closing of the offering is expected to occur on May 22nd, subject to "customary closing conditions." And with that, we'd like to congratulate a plethora of new billionaires on... well, being billionaires. Don't work too hard, guys and girls.
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Just two days before its initial public offering, Facebook has increased the number of shares it will offer by 25%. The social networking giant will now offer 421 million shares to investors, 83.8 million shares more than it had originally planned to make available. Facebook is looking to price its stock between $34 and $38 per share, potentially allowing the company to raise more than $16 billion, making it the largest technology IPO and third-largest of all time behind Visa and GM. Fortune notes that the share increase will not affect Facebook’s valuation, however, as the extra shares are being reallocated out of the company’s existing share count. Facebook will be listed on the NASDAQ under ticker symbol FB.
The online stock photography service Shutterstock filed its plans for an initial public offering today. The company plans to list its stock on the New York Stock Exchange. The number of shares to be offered and the price range for the offering haven’t been decided yet, but the company’s S-1 filing with the Securities and Exchange Commission (SEC) notes that it plans to raise around $115 million through this IPO. That’s the number Shutterstock used to estimate its filing fees with the SEC, though, so the actual size of the IPO could still turn out to be different.
Shutterstock reported revenue of $120 million in 2011 and a profit of just under $21.9 million. Shutterstock was founded in 2003 by Jonathan Oringer, who is still the company’s CEO. The company has received venture backing from Insight Venture Partners and Oringer’s own Pixel Holdings Inc.
According to its S-1 filing, Shutterstock currently offers one of the largest content libraries in the commercial digital imagery industry with over 19 million photographs and illustrations and about 500,000 videos from more than 35,000 contributors. In 2011, the company delivered more than 58 million paid downloads. The average cost per image on the site in 2011 was around $3. Shutterstock says that it had more than 550,000 paying customers in 2011.
Shutterstock competes directly with other online stock photography services like iStockphoto and Fotalia, as well as more traditional services like Corbis and Getty Images. The company offers both subscription plans that give its users access to a set amount of images per day, as well as the ability to buy rights to individual images and videos in its collection.
You can read the company’s complete S-1 filing here.
SolarCity, the cleantech company backed by Tesla and SpaceX CEO Elon Musk, filed for an IPO this past week. But there’s hardly been a peep about it compared to most offerings.
That’s because under the recently passed JOBS Act, SolarCity didn’t have to publicly share anything about its financial performance when it filed. This is unlike LinkedIn and Pandora, which had to publicly release three years of data in filings that were more than 150 pages long. In SolarCity’s case, the company merely put out a two-paragraph statement saying that it had confidentially filed with the SEC and planned to have an IPO.
This is the new world under the JOBS Act, which was hastily passed last month. SolarCity qualifies as an “emerging growth” company, or one that’s had less than $1 billion in total revenues in the most recent year. If SolarCity does move forward with an IPO, it won’t have to release data to the public until 21 days before the investor roadshow. On top of that, those documents won’t have to meet the same auditing requirements that more mature publicly-held companies have to address. It will also only have to show two years of data, instead of three.
At least two other CEOs I’ve talked to who run later-stage companies and are planning to file in the next three to 12 months say they would consider it. But they’re leaning toward the old route because they’re concerned about how investors will perceive confidential filings. (The SEC FAQ on confidential filings is here.)
Are the changes good? Are they bad? Honestly, it’s hard to say because regulation usually has long-term ripple effects that are hard to see without hindsight.
So let’s consider. The JOBS Act was really a mix of several ideas: crowdfunding, loosening the 500-shareholder rule and the relaxing some of the post-Enron, Sarbanes-Oxley rules that made it expensive for smaller companies to go public.
It gives companies more flexibility in staying private or going public. On the one hand, it’s less difficult to become publicly-traded. But it’s also easier to stay private too since a company doesn’t have to release financials until it has more than 2,000 shareholders excluding employees, up from the previous 500-shareholder limit.
Net-net, it’s hard to say how this will affect the average time-to-IPO. While private secondary markets have become more important over the last five years, they are simply not large or liquid enough to give venture firms the exits they need right now. So companies still need to tap public markets. This could change over the next 10 years though. Who thought founder liquidity would have become as widespread as it is a decade ago?
The downsides to confidential filings are obvious: The public gets left in the dark for a little bit longer (though not forever). The two years of financials, instead of three, means less data to show the kind of hockey-stick growth curve that investors usually like to see. Giving “emerging growth” companies a five-year grace period to adjust to new auditing requirements means fewer controls to prevent the kind of disastrous accounting restatement that Groupon had to make earlier this year. (No, the current rules did not prevent the Groupon snafu, but does that mean we should make them even weaker?)
Now let’s go onto the positives. So first, an IPO candidate can covertly test market appetite. If there isn’t as much demand as they thought, they can pull out without the negative publicity. Secondly, if the IPO window suddenly shuts down because of market volatility like last August, the company’s not left dangling out in the open for the better part of a year.
The world has also changed quite a bit since 80 years ago, when the original legislation establishing these rules was passed. Three weeks is eons in an interconnected world where bad news spreads faster than you can say “tweet.” There are also plenty of investors like Yuri Milner’s DST and other individual accredited investors who have stepped up in secondary markets on the belief that the modern online and social media provides more than enough information to make educated investment decisions. (But Milner gets special access given how much he invests and SecondMarket usually requires the company to make some disclosures, but the company gets to choose what and with whom they share their information.)
Overall, confidential filings don’t seem bad in and of themselves, so long as the public eventually gets the information before they can trade the stock.
But as we loosen regulations, we should always remember that the system only works if investors have trust in the companies and documentation they’re seeing. What people forget is that what we have now was born out of the Great Depression, when regular people lost or were swindled out of untold fortunes. When the original Securities Act was passed in 1933, president Franklin D. Roosevelt wrote a letter to Congress, saying that the “issue of new securities to be sold in interstate commerce shall be accompanied by full publicity and information.”
He went on to say that the old Latin saying, “Caveat Emptor,” or “Buyer Beware,” should be expanded to read “Let the seller also beware.” He said, “It puts the burden of telling the whole truth on the seller.”
That burden isn’t, well, so burdensome in private markets. For pre-IPO companies, the reality is that most of the sources that journalists and the public have access to are people who are highly incentivized to make the company seem better than it really is. It’s no coincidence that most of the media attention on Groupon before it revealed its financials was all rah-rah all the time. Most every source that journalists had access to were investors or employees. These were the people who plowed nearly $1 billion into the company thinking it would be a quick 2 or 3X return by the time the lock-up ended.
In fact, in several cases so far this year like Groupon and Zynga, private secondary markets — which have less information and are much less liquid — have been far more generous with the valuations they award.
Ironically, in this tech “blubble” or whatever you want to call it, it’s the public markets that have been more judicious.
Facebook will set its share price range between the high-$20s and mid-$30s when it makes its initial public offering later this month, The Wall Street Journal reported on Thursday. According to the paper’s unnamed sources, the company is seeking a valuation of between $85 billion and $95 billion. Facebook is expected to make its offering on May 18th following a series of meetings with investors, and it could raise as much as $10 billion according to earlier reports. Facebook’s IPO is expected to be the largest such offering in history by an Internet company, besting Google’s $1.9 billion 2004 offering by a wide margin.
UPDATE: Facebook will offer 337.4 million shares priced between $28 and $35 per share, StreetInsider.com reports. According to CNBC, Facebook CEO Mark Zuckerberg will personally sell 30.2 million shares when Facebook makes its public offering, valued at roughly $1 billion.
Social networking giant Facebook is reportedly set to make its initial public offering on May 18th, a day later than earlier reports had claimed. Company co-founder and chief executive officer Mark Zuckerberg, chief operating officer Sheryl Sandberg and chief financial officer David Ebersman will take part in a roadshow beginning on Monday that will see the company host a number of meetings to pitch its stock to investors, The Wall Street Journal reports. An offering will then be made on May 18th, the report claims. Facebook’s IPO could raise a much as $10 billion and value the company at as much as $100 billion, making it the largest Internet IPO in history. Google’s 2004 offering currently holds the record at $1.9 billion. Facebook will be listed on the NASDAQ under ticker symbol FB.
Due to a string of acquisitions and other business distractions, Facebook’s multi-billion dollar initial public offering that was rumored to be set for May 17th may be delayed until early or mid-June, according to CNBC. Facebook founder and CEO Mark Zuckerberg has not been preparing for the IPO, but instead has been more focused on running the business and making acquisitions. As a result, the social networking giant’s IPO date will reportedly be pushed back so the company has time to make the appropriate preparations. Facebook filed with the SEC in February, and could raise as much as $10 billion at a $100 billion valuation when it goes public in the coming months. Facebook’s IPO is expected to top Google’s $1.9 billion offering by a wide margin, making it the largest Internet IPO in history. Facebook’s shares will be listed on the NASDAQ exchange under the “FB” ticker symbol.
Depending on whether the U.S. Securities and Exchange Commission approves the company’s paperwork, Facebook’s highly anticipated IPO could be coming on May 17th, TechCrunch reported on Thursday, citing multiple unnamed sources. Earlier reports have indicated that the social networking giant was aiming for a May offering and Facebook halted trading on the secondary market late last month. The company filed with the SEC in February, and could raise as much as $10 billion at a $100 billion valuation when it goes public, although TechCrunch’s sources believe it will be less. The largest Internet IPO to date was Google’s 2004 offering, which raised $1.9 billion. Facebook’s shares will reportedly be listed on the NASDAQ exchange under the “FB” ticker symbol.