The sordid details surrounding the buildup to Facebook's controversial IPO continue to roll in, and seemingly every piece of news paints a picture of a Wall Street unfit and unfair for the small individual investor.
As we reported yesterday, a host of state and federal regulators have begun or are planning to investigate whether Facebook's (News - Alert) underwriters tipped off certain – but not all – clients to negative estimates about the company's prospects.
We’re now learning that the information shared with large investors wasn't really an estimate, but rather a form of guidance created by the analysts at the IPO underwriters – led by Morgan Stanley, Goldman Sachs and JP Morgan (News - Alert) Chase – as well as executives from Facebook, according to Business Insider.
As you can imagine, this is much more incriminating than what we knew earlier, which was that analysts changed their estimates based on a public filing with the Securities and Exchange Commission (SEC (News - Alert)) that detailed that Facebook users are growing faster than revenue.
What we didn't know is that warnings were made about second quarter revenue weakness, and that these warnings were relayed over the phone to 21 Wall Street firms – including the underwriters – but not available to the general public.
This makes sense considering all four major underwriters changed their estimates at the same time and in nearly the same fashion. As Business Insider notes, there is a less than a 1-percent deviation between all four estimates.
Morgan Stanley – $4.854 billion from $5.036 billion
Bank of America – $4.815 billion from $5.040 billion
JP Morgan – $4.839 billion from $5.044 billion
Goldman Sachs – $4.852 billion from $5.169 billion
"There is no way that the 'estimates' would be this close without crystal clear guidance from the company," said BI's Henry Blodget.
The new guidance was reportedly issued three days before the Friday IPO date. Yet on the eve of the IPO, Facebook CFO David Ebersman, presumably in conversation with the team of underwriters, increased the initial share price to $38 – the high end of an already inflated target range.
After receiving the new estimates, hedge funds, investment firms and other large clients cut their orders or bailed out of the IPO all together, according to the Wall Street Journal.
So who were the poor saps pushing Facebook shares above the IPO price on Friday before they eventually crashed to $31? The small individual investor who was kept in the dark about the weak second quarter projections issued directly from the company.
But perhaps the most depressing news of all: it's possible no laws were broken during the whole fiasco.