The last time Face­book CEO Mark Zucker­berg smiled was on Fri­day May 18.

It was touted as the New New Thing. The much-​​anticipated ini­tial pub­lic offer­ing of Face­book (ticker: FB) on NASDAQ was sup­posed to be the revival of the stock mar­ket, the revival of the “pub­licly held” com­pany (even though CEO Mark Zucker­berg holds 59 per­cent of the company’s stock, and 100 per­cent of vot­ing shares), the revival of cap­i­tal­ism for a New Era.

Cal­i­for­nia had begun count­ing their antic­i­pated tax rev­enues.

It was evi­dent from the open­ing bell — or, rather, the lack of an open­ing bell — that some­thing was wrong. Sched­uled for 11 AM (EDT), the IPO open­ing was inex­plic­a­bly delayed a half-​​hour. The shares then began trad­ing briskly on record vol­ume, reach­ing an early high of $45 a share. From there, it was all downside.

The only bright spot was the record vol­ume of over 573 mil­lion shares, exceed­ing the pre­vi­ous record of 458 mil­lion set by Gen­eral Motors. Irra­tional exu­ber­ance, any­one?

Face­book share price for the last hour of trad­ing on Fri­day, May 18. Source: Guardian (UK)

Then the stock opened, and instead of soar­ing from the open­ing price of $38 up to $60 or more, as some ana­lysts had pre­dicted, an appar­ent buy order by under­writer Mor­gan Stan­ley at exactly $38 sup­ported the price for the last hour of May 18 trading.

The details of the May 18 débâ­cle are clear from the Guardian’s live­blog of the IPO.

Absent under­writer sup­port, Mon­day morn­ing, May 21, the stock tanked. The finger-​​pointing and recrim­i­na­tions, which had reached a fever pitch over the week­end, started to get really serious.

What hap­pened?

What prompted Zucker­berg to offer the stock pub­licly was prob­a­bly not a desire to help his fel­low man by gra­ciously allow­ing him to invest in a really cool com­pany. Rather, he was report­edly reach­ing the level at which privately-​​held com­pany  must file an audited annual finan­cial report (10-​​K) just like publicly-​​held com­pa­nies do.

The expected mar­ket cap was over $100 bil­lion. At the open­ing, Zuckerberg’s shares were worth $19 bil­lion.

As of Fri­day after­noon, the mar­ket cap is $68 bil­lion. Zuckerberg’s net worth there­fore hov­ers around $15 bil­lion, but report­edly, he locked in $1.1 bil­lion early in the game by dump­ing his shares before they fell.

Face­book (FB) share price last week. Source: Google Finance

 

The exact details of Facebook’s IPO débâ­cle will likely be the province of inves­tiga­tive jour­nal­ists and lawyers for years to come.

Face­book is report­edly look­ing at switch­ing their list­ing to NYSE, appar­ently because they blame NASDAQ for the botched IPO.

Share­hold­ers filed suit against Face­book and its under­writ­ers (Mor­gan Stan­ley and Gold­man Sachs) on Wednes­day. The Secu­ri­ties and Exchange Com­mis­sion, Finan­cial Indus­try Reg­u­la­tory Author­ity, the State of Mass­a­chu­setts, and both houses of Con­gress (Sen­ate Bank­ing Com­mit­tee and House Finan­cial Ser­vices Com­mit­tee) have all announced they are investigating.

Some tan­ta­liz­ing clues come from an early report by respected busi­ness jour­nal­ist Henry Blodget.

Blod­get asserts that in the mid­dle of the pre-​​IPO “road­show”, the under­writ­ers received whis­pered instruc­tions (not given to the rest of us) that the com­pany was not going to meet second-​​quarter earn­ings targets:

The ana­lysts cut their esti­mates because a Face­book exec­u­tive who knew the busi­ness was weak told them to.

Put dif­fer­ently, the com­pany basi­cally pre-​​announced that its sec­ond quar­ter would fall short of ana­lysts’ esti­mates. But it only told the under­writer ana­lysts about this.

The infor­ma­tion about the esti­mate cut was then ver­bally con­veyed to sophis­ti­cated insti­tu­tional investors who were con­sid­er­ing buy­ing Face­book stock, but not to smaller investors.

[Empha­sis in original.]

This sort of “selec­tive dis­sem­i­na­tion”, if ver­i­fied, is a major no-​​no.

Blod­get reports what he calls an unsub­stan­ti­ated rumor (“scut­tle­butt”) that sophis­ti­cated investors were will­ing to buy the stock at $32 while green­horns were will­ing to pay $40, so the stock was priced at $38 in order to shear the sheep. Amaz­ingly, since Blodget’s arti­cle with this infor­ma­tion was pub­lished on Tues­day, May 22, the price has settled…at $32 a share. On Mon­day, May 21, Blod­get esti­mated that a “fair” price for Face­book is between $16 and $24 a share.

It appears that the upshot of the Face­book IPO was this: rich, well-​​connected peo­ple and insti­tu­tions got richer and better-​​connected. Reg­u­lar guys got screwed. All the mis­takes we made in 2001 and 2008 seem to have pro­duced not one scrap of remorse or social con­science in any­one in the finan­cial sector.

I think Pete Town­shend said it best in “Won’t Get Fooled Again”:

I’ll tip my hat to the new con­sti­tu­tion
Take a bow for the new rev­o­lu­tion
Smile and grin at the change all around me
Pick up my gui­tar and play
Just like yes­ter­day
Then I’ll get on my knees and pray
We don’t get fooled again
Don’t get fooled again
No, no!

Meet the new boss
Same as the old boss