Under They’re Shoe

There is a lot of finger pointing going on about Facebook’s initial public offering last Friday.

A lot of attention is being focused on the social media giant’s Chief Financial Officer David Ebersman, who decided to increase the number of shares offered to investors by 25 percent days before the IPO. The Wall Street Journal writes, “That decision by the 41-year-old Facebook executive may have doomed any real chance the social-networking company had that its stock would jump on its first day of trading—a hallmark of successful IPOs.”

As the Facebook IPO rapidly becomes a public-relations and legal nightmare for the company and its Wall Street underwriters, there are legitimate complaints to be made, but laying blame on the CFO is not one of them. (See: Facebook Fallout: Morgan Stanley May Face Legal Liability, Attorney Says)

Investors are really frustrated about three aspects of the IPO, which not long ago was being hyped as the deal of the century.

The first problem, a legitimate complaint, was that NASDAQ’s computer systems failed on the morning of the deal. This led to many investors being unable to place or cancel stock orders or being left in the dark about whether their orders had been executed. This “glitch” may well have caused some investors to lose money.

The second complaint, which would deserve no sympathy if it weren’t for other recent revelations, is that Facebook’s stock did not “pop” as much as expected on the first day of trading. Investors have come to expect that such pops are as good as guaranteed on hot IPOs, and they therefore view them as a way to pick up some free money. But of course nothing is guaranteed, and every dollar short-term investors make from a big “pop” is a dollar the company has given away for nothing, so underwriters do a better job for their clients when they price their stocks just under the prevailing market value. In Facebook’s case, this initial market value was about 10% above the IPO price, or $42, which is plenty of “free money” for investors.

But then there are the recent revelations, which is that big institutional investors had much better information about the current condition of Facebook’s business than small investors did. This revelation may well have played into the modest stock “pop” on the first day of trading, and it may also have caused some would-be long-term institutional investors to jettison Facebook’s shares, thus exacerbating the price decline.

The information that big institutions were given was estimates for Facebook’s future performance, which were developed by the underwriters’ research analysts.

These estimates are verbally distributed in most IPOs, and the institutions use these estimates to help decide on a fair price to pay for the stock. In Facebook’s case, however, the underwriters’ analysts cut their estimates midway through the roadshow, which is a highly unusual and negative event. They did this because Facebook told them that its business outlook had deteriorated–information that was not given to small investors.

As a result of this estimate cut, combined with an increase in the size and price of the deal and the number of shares sold by insiders, some institutional investors “got the willies” about the Facebook deal. Individual investors, meanwhile, were unaware that anything had changed.

In the wake of these revelations, Facebook’s lead underwriter, Morgan Stanley, said that it had followed the rules. And it may have. If Morgan Stanley followed the rules, however, the rules themselves are grossly unfair. Because they allowed big institutional investors to learn just before the IPO that Facebook’s business had deteriorated, while smaller investors were left thinking everything was just fine.

Old School

A Washington state man fed up with a group of noisy moviegoers behind him stepped over the seat and punched a 10-year-old boy in the face.

The man, who told police he thought the person he hit was a grown man, was watching “Titanic” in 3-D with his girlfriend and had asked the people sitting behind to quiet down and stop throwing popcorn, but they laughed at him, he said.

“I got so mad that it just happened,” Yong Hyun Kim, 21, told police who arrested him the night of April 11 at the AMC Kent Station 14, in Kent, a south Seattle suburb.

The 10-year-old lost a tooth and had a bloody nose in the confrontation.

Kim spent a night in the Kent city jail and appeared April 12 in King County District Court and was released, said county prosecutor’s spokesman Dan Donohoe.

Kim was charged May 16 with second-degree assault. If convicted, he could be sentenced to three to nine months in jail, Donohoe said Tuesday.

The Auburn man will be arraigned May 31 at the Regional Justice Center in Kent.

A phone number for Kim could not be found, and it’s unclear whether he has a lawyer.

The boy, identified in the police report as KJJ, was at the theater with three friends. They met police in the lobby. They said they were watching the movie and talking when Kim told them to be quiet. They quieted down, but KJJ says when he whispered something, Kim jumped over the seat, threw an iced drink at them and punched KJJ in the face.

Kim said something to the effect of “You know what, I paid a lot of money to see this movie,” the police report said.

Kim told police the boys’ behavior was worse than talking. He says they were hitting him and his girlfriend with popcorn, running back and forth in the aisle and bumping him with their arms.

“At one point Yong stepped over the seats and confronted the subjects behind him,” the police report says. “Yong said he was talking to the subjects when they started laughing at him. Yong said he became so angry and swung his arm at one of the subjects and him in the face.”

A manager at the theater referred a request for comment to a corporate spokesman.

“We strongly encourage guests to be respectful of their fellow moviegoers, and to report any disturbance to an AMC associate, so that we may handle it directly,” AMC Theatres spokesman Ryan Noonan said in a statement. “The safety and security of our guests and associates is important to us, and we want everyone to enjoy the moviegoing experience.”

Noonan said the theater’s management told him no one had complained about audience behavior prior to the incident.

Bed Partners

Reuters Alistair Barr is reporting that Facebook’s lead underwriters, Morgan Stanley (MS), JP Morgan (JPM), and Goldman Sachs (GS) all cut their earnings forecasts for the company in the middle of the IPO roadshow.

This by itself is highly unusual (I’ve never seen it during 20 years in and around the tech IPO business).

But, just as important, news of the estimate cut was passed on only to a handful of big investor clients, not everyone else who was considering an investment in Facebook.

This is a huge problem, for one big reason:

  • Selective dissemination. Earnings forecasts are material information, especially when they are prepared by analysts who have had privileged access to company management. As lead underwriters on the IPO, these analysts would have had much better information about the company than anyone else. So the fact that these analysts suddenly all cut their earnings forecasts at the same time, during the roadshow, and then this information was not passed on to the broader public, is a huge problem.

Any investor considering an investment in Facebook would consider an estimate cut from the underwriters’ analysts “material information.”

What’s more, it’s likely that news of these estimate cuts dampened interest in the IPO among those who heard about them. (Reuters reported exactly this–that some institutions were “freaked out” by the estimate cuts, as anyone would have been.)

In other words, during the marketing of the Facebook IPO, investors who did not hear about these underwriter estimate cuts were placed at a meaningful and unfair information disadvantage. They did not know what a lot of other investors knew, and they suffered for it.

Selective dissemination of this sort could be a direct violation of securities laws. Irrespective of its legality, it is also grossly unfair. The SEC should investigate this immediately.

We first heard rumblings about this last week, and we were so startled that we assumed the reports were wrong. Then, over the weekend, when Reuters reported the basic story again, we said that if it was true, Facebook IPO buyers deserved to be “mad as hell” about it. And now Reuters has the details, and they sound as bad as we had feared.

There are a couple of possibilities for what happened.

The first one is bad news for Morgan Stanley and the other lead underwriters on the deal.

The second is also bad news for Facebook.

According to Reuters, the underwriter analysts cut their estimates after Facebook issued an amended IPO prospectus in which the company mentioned, vaguely, that recent trends in which users were growing faster than revenue had continued into the second quarter.

To those experienced in reading financial statements, this language was unnerving, because its mere existence could have been taken to mean that Facebook’s revenue in the second quarter wasn’t coming in as strong as Facebook had hoped (why else would the language have suddenly been added at the 11th hour?)

To those who aren’t experienced at reading filings, however, the real meaning of this language could easily have been missed. Facebook’s users have been growing faster than revenue for a while, so why would it be news that this was continuing?

In response to the amendment, meanwhile, all three lead underwriter analysts suddenly cut their estimates.

Now, regardless of why the analysts cut their estimates (and this will be important), estimate cuts of any sort are material information, so if this news was given to some institutional clients, it also obviously should have been given to everyone.

That’s the first problem.

The second potential question and problem is whether Facebook told the underwriters to cut their estimates–either by directly telling them to, or, more likely, by “suggesting” that the analysts might want to revisit their estimates in light of the new disclosures in the prospectus.

If there was any communication at all between Facebook and its underwriters regarding the analysts’ estimates, Facebook will likely be on the hook for this, too.

Speaking as a former analyst, it seems highly unlikely to me that the vague language in the final IPO amendment would prompt all three underwriter analysts to immediately cut estimates without some sort of nod and wink from someone who knew how Facebook’s second quarter was progressing. (To get this message from the language, you really have to read between the lines). But even if this is what happened, it is still unfair that news of the estimate cut wasn’t disseminated quickly and clearly to everyone considering buying Facebook’s IPO.

The bottom line is that, even if dissemination laws were followed to the letter (which frankly seems unlikely), the selective disclosure here was grossly unfair.

The SEC needs to look into this.

And as it does, the SEC should also revisit the practice that allows underwriter analysts to develop estimates that are used to market IPOs to institutional clients but are not shared with the public. In Europe, research analysts publish full reports on companies BEFORE they go public. This is a much better system, and the U.S. should switch to it. But at the very least, the SEC should mandate that any information given to some clients (e.g., earnings estimates and changes in earnings estimates) be given to all clients.

Job Application

Reblogged from Joke For The Day:

LAST POSITION HELD: Target for middle management hostility.

SALARY: Less than I’m worth.

MOST NOTABLE ACHIEVEMENT: My incredible collection of stolen pens and post-it notes.

REASON FOR LEAVING: It sucked.

HOURS AVAILABLE TO WORK: Any.

PREFERRED HOURS: 1:30-3:30 p.m., Monday, Tuesday, and Thursday.

DO YOU HAVE ANY SPECIAL SKILLS?: Yes, but they’re better suited to a more intimate environment.

MAY WE CONTACT YOUR CURRENT EMPLOYER?: If I had one, would I be here?

Read more… 131 more words

War Vets Loud & Clear

It’s about time. I hope this continues to happen. If the ones fighting the wars start complaining and raising a stink then something might change to stop the war monger government from wasting lives by chasing they’re money and power agendas.

Nearly 50 U.S. military veterans at an anti-NATO rally in Chicago threw their service medals into the street on Sunday, an action they said symbolized their rejection of the U.S.-led wars in Iraq and Afghanistan.

Some of the veterans, many wearing military uniform shirts over black anti-war t-shirts, choked back tears as they explained their actions. Others folded an American flag while a bugle played “Taps,” which is typically performed at U.S. military funerals.

“The medals are supposed to be for acts of heroism. I don’t feel like a hero. I don’t feel like I deserve them,” said Zach LaPorte, who served in Iraq in 2005 and 2006.

LaPorte, a 28-year-old mechanical engineer from Milwaukee, said he enlisted in the Army at 19 because he felt there were few other options. At the time, he could not afford to stay in college.

“I witnessed civilian casualties and civilians being arrested in what I consider an illegal occupation of a sovereign nation,” LaPorte said.

He said he was glad the United States had withdrawn its combat troops from Iraq, but said he did not believe the NATO military alliance was going to leave Afghanistan.

On Sunday, NATO Secretary-General Anders Fogh Rasmussen opened the two-day summit of the 26-member alliance saying there would be no hasty exit from Afghanistan.

A veteran from New York who only gave his name as Jerry said: “I don’t want any part of this anymore. I chose human life over war, militarism and imperialism.”

The veterans had hoped to present their medals to a NATO representative. The closest they could get was the fence ringing the McCormick Place convention center about a block from where U.S. President Barack Obama and other leaders were meeting. The veterans threw their medals toward the convention center.

Matt Howard, 29, who served in the Marines from 2001 to 2006, said the rate of suicides among veterans returning from the wars is high.

“These medals are not worth the cloth and steel they’re printed on. They’re representative of failed policies,” said Howard, a spokesman for Iraq Veterans Against the War.

Former U.S. Army Sergeant Alejandro Villatoro, 29, of Chicago, served during the Iraq 2003 invasion and in Afghanistan in 2011.

He said he suffers from post-traumatic stress syndrome and depression and gave back three medals – one “War on Terrorism” medal, one for participating in the Iraq war and a NATO medal from the Afghanistan war. He said he wants the war in Afghanistan to end.

“There’s no honor in these wars,” said Villatoro, before he threw away his medals. “There’s just shame.”

Home Made Lasagna

Today I helped my wife make lasagna and all I can say is wooow lol it’s a looooong process and it takes lots of time but at the end its all worth it so here’s the the recipe… k so things needed

  • 1 (16 ounce) package lasagna noodles
  • 1/2 pound ground pork
  • 1/2 pound lean ground beef
  • 1 (8 ounce) can tomato sauce
  • 1 (28 ounce) can crushed tomatoes
  • 1 tablespoon chopped fresh parsley
  • 1 clove garlic, crushed
  • 1/2 teaspoon dried oregano
  • 1/2 cup minced onion
  • 1/8 teaspoon white sugar
  • 1 1/2 teaspoons dried basil
  • 1 1/2 teaspoons salt
  • 1 pound small curd cottage cheese
  • 3 eggs
  • 3/4 cup grated Parmesan cheese
  • 2 teaspoons salt
  • 1/4 teaspoon ground black pepper
  • 1 pound shredded mozzarella cheese



k, now the fun and time consuming part begins so lets get cookin

  1. Preheat oven to 375 degrees F  Bring a large pot of lightly salted water to a boil. Add noodles and cook for 8 to 10 minutes or until al dente; drain and set aside.
  2. Place pork and beef in a large, deep skillet. Cook over medium high heat until evenly brown. Stir in tomato sauce, crushed tomatoes, parsley, garlic, oregano, onion, sugar, basil and salt. Simmer over medium-low heat for 30 minutes, stirring occasionally.
  3. In a large bowl, combine cottage cheese, eggs, Parmesan cheese, parsley, salt and pepper.
  4. In a 9×13 inch baking dish, place 2 layers of noodles on the bottom of dish; layer 1/2 of the cheese mixture, 1/2 of the mozzarella cheese and 1/2 of the sauce; repeat layers.
  5. Cover with aluminum foil and bake in preheated oven for 30 to 40 minutes. Remove foil and bake for another 5 to 10 minutes; let stand for 10 minutes before cutting; serve.

Weight Loss During SEX Guide

Reblogged from Joke For The Day:

How much weight do we lose during sex? The diet literature explains calories burned while jogging, playing tennis or golfing, but similar information concerning sexual activity has, until now, been unavailable. Yet, a survey of 206,000,000 people indicated that 96% devote more time and effort to sex than jogging, tennis, or golf, and we felt that the time was right for a new type of sex manual.

Read more… 496 more words

Teriyaki Grilled Chicken

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Teriyaki Grilled Chicken makes a good recipe for these hot days 

  • 4 skinless, boneless chicken breast halves
  • 1 cup teriyaki sauce
  • 1/4 cup lemon juice
  • 2 teaspoons minced fresh garlic
  • 2 teaspoons sesame oil



k now that we have everything lets get cooking

  1. Place chicken, teriyaki sauce, lemon juice, garlic, and sesame oil in a large resealable plastic bag. Seal bag, and shake to coat. Place in refrigerator for 24 hours, turning every so often.
  2. Preheat grill for high heat.
  3. Lightly oil the grill grate. Remove chicken from bag, discarding any remaining marinade. Grill for 6 to 8 minutes each side, or until juices run clear when chicken is pierced with a fork.

Red Velvet Cupcakes

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I have never had Red Velvet cake nor did I know what it was so my wife surprised me with Red Velvet Cupcakes and they were so good… k so things needed to get started

  • 1/2 cup butter
  • 1 1/2 cups white sugar
  • 2 eggs
  • 1 cup buttermilk
  • 1 fluid ounce red food coloring
  • 1 teaspoon vanilla extract
  • 1 1/2 teaspoons baking soda
  • 1 tablespoon distilled white vinegar
  • 2 cups all-purpose flour
  • 1/3 cup unsweetened cocoa powder
  • 1 teaspoon salt



k now to start making this delicious cupcakes

  1. Preheat oven to 350 degrees F Grease two 12 cup muffin pans or line with 20 paper baking cups.
  2. In a large bowl, beat the butter and sugar with an electric mixer until light and fluffy. Mix in the eggs, buttermilk, red food coloring and vanilla. Stir in the baking soda and vinegar. Combine the flour, cocoa powder and salt; stir into the batter just until blended. Spoon the batter into the prepared cups, dividing evenly.
  3. Bake in the preheated oven until the tops spring back when lightly pressed, 20 to 25 minutes. Cool in the pan set over a wire rack. When cool, arrange the cupcakes on a serving platter and frost with desired frosting.
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