Facebook IPO raises questions for regulators; SEC, FINRA likely to investigate
Regulators suggested today that they will review Facebook’s initial public offering following reports of the Nasdaq’s technical issues and possible violations by underwriters, according to Reuters and the Wall Street Journal.
Securities and Exchange Commission Chairman Mary Schapiro and Financial Industry Regulatory Authority Chairman Rick Ketchum separately told the press that their agencies would be looking into allegations and concerns surrounding the much-scrutinized IPO. [Update 5/22/12 2:27 p.m. - Massachusetts Secretary of Commonwealth William Galvin has issued a subpoena to Morgan Stanley over it discussions with investors on Facebook prior to the IPO.]
Sources tell Reuters that Morgan Stanley, JPMorgan Chase and Goldman Sachs revised their earnings projections for Facebook during the company’s roadshow but did not make the change widely available to potential investors. Business Insider’s Henry Blodget explained that the underwriter analysts reduced their estimates after Facebook had filed an amendment to its IPO filing, which included a note that user growth continued to outpace revenue growth in the second quarter of 2012. He wonders whether Facebook had any direct involvement in the analysts adjusting their projections. [Update 5/22/12 3:02 p.m. - Blodget now says he has sources confirming that a Facebook executive told analysts to lower their estimates.]
Although companies do not release their own financial forecasts before an IPO, they generally provide guidance to underwriters whose analysts determine an estimate. Any information a company offers leading up to an IPO is required to be made available to all potential investors, however, bankers often favor their institutional clients and share information with them before disseminating it to retail investors.
As for issues with the Nasdaq, the exchange experienced a number of technical issues on Friday that could result in $13 million in compensation for bad trades. A number of investors were unable to verify whether their orders went through for several hours.
These problems seem to have led some investors to be more wary of Facebook’s stock, which has fallen to $31 today after initially listing at $38 and going as high as $45 on Friday morning. Shares are down 8.9 percent since Monday and down 18 percent from the offering price.