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23-05-2012 01:14:00

UPDATE: Facebook Forecasts Were Revised, But Only Some Knew -Sources

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--Ire grows over news Morgan Stanley and Goldman Sachs updated financial projections for Facebook ahead of IPO

--Revised figures are typically only passed along to certain investors

--Massachusetts subpoenas Morgan Stanley for details

(Rewrites throughout.)

By Lynn Cowan and Liz Moyer

Analysts for at least two of Facebook Inc.'s (FB) lead underwriters revised their financial forecasts for the company while it was holding initial-public-offering "road-show" meetings with investors, according to people close to the deal.

The revised figures were only passed along to some investors, according to Scott Sweet, an adviser with IPO Boutique who worked with hedge funds and others that were buying into the deal. That is standard industry practice, but Sweet said it angered some who didn't get the updated figures.

Morgan Stanley (MS) and Goldman Sachs Group Inc. (GS) updated their financial projections for the social network after the company added warnings to its IPO prospectus about how its user base is increasing more rapidly than the number of ads it delivers, according to the people close to the deal. That ad trend was blamed in part on increased use of Facebook on mobile devices, where it traditionally hasn't shown ads to viewers.

Although the exact date of the analyst revisions wasn't clear, the people close to the deal said they were changed soon after Facebook updated its prospectus May 9, about a week before the offering priced.

The analyst revisions were previously reported by Reuters, which also cited underwriter J.P. Morgan Chase & Co. (JPM) as having revised its estimates.

Sweet, a senior managing partner at IPO Boutique, said his hedge-fund clients had different experiences depending on whether they knew about the revisions. One told him it learned about the revision while Facebook and its underwriters were still pitching the deal to investors, and this client made profits by selling its IPO shares Friday while shares were on the rise. Other hedge funds who didn't know about the analysts' financial projections for Facebook before the IPO held the shares, which have since fallen in value, and these investors are angry as a result, Sweet said.

In a statement Tuesday, a Morgan Stanley spokesman said the company "followed the same procedures for the Facebook offering that it follows for all IPOs. These procedures are in compliance with all applicable regulations."

Also on Tuesday, the Financial Industry Regulatory Authority addressed allegations Morgan Stanley, which was the lead underwriter, may have shared negative news before the offering with only institutional investors. "If true, the allegations are a matter of regulatory concern to Finra and the SEC," said Rick Ketchum, Finra's chairman and chief executive.

A spokeswoman for the Securities and Exchange Commission declined to comment.

Separately, William Galvin, Massachusetts's secretary of the commonwealth, said he had issued a subpoena to Morgan Stanley "in connection with the discussions by their analyst with certain institutional investors about the revenue prospects for Facebook."

Facebook's stock fell 8.9% Tuesday after losing 11% Monday.

Large institutions, whose interest in a stock offering is key to setting its price, would have known about Facebook's filing and the analyst revisions at least seven business days before they placed final orders for the IPO, according to people familiar with the situation.

In Goldman Sachs's case, the research revision was verbally communicated to prospective buyers by the Goldman sales team, according to someone familiar with the situation.

Underwriters are barred by SEC rules from publicly issuing research on the IPOs they are involved in. But analysts who work for banks underwriting the deal are allowed to discuss their views with clients ahead of the offering.

"Once access [to public information] is readily available, brokerages have clients--they can talk to their clients, and they're not obligated to talk to everyone," former SEC Chairman Harvey Pitt said. "As long as information has become generally available, that's not going to raise any hackles." Pitt is now CEO of consultantcy Kalorama Partners LLC.

People familiar with the offering said the only unusual component in the analyst projections for Facebook was how close to the offering date the revisions took place. The trigger for that was Facebook's own revised SEC filing, which gave additional warnings about its mobile-user growth and advertising.

However, these people said, the way the information was broadcast to only some investors is standard industry practice. Investment bank analysts only give out verbal information on their financial modeling to large institutional clients with whom they have had continuing discussions about an IPO. They generally don't communicate directly with individual investors.

While individual investors interested in the Facebook IPO would have received updated SEC filings from their broker, the only way an individual would find out about an analyst's projections would be by calling his or her broker. The broker would then have to pick up the phone and contact the firm's sales team, which could then relay the verbal information about an analyst's estimates for future financial projections.

Goldman's customer base overwhelmingly skews toward large institutions, unlike Morgan Stanley, which also has a large retail customer base.

Individual investors with accounts at firms where analysts weren't modeling Facebook's future financial data would have even less information; analysts at an investment bank only communicate with their own firm's clients, because they aren't allowed to publicly disseminate research during an IPO under the SEC's quiet-period restrictions

(Matt Jarzemsky and Brett Philbin contributed to this article.)

-By Lynn Cowan and Liz Moyer, Dow Jones Newswires; 202-257-2740; lynn.cowan@dowjones.com

(END) Dow Jones Newswires

May 22, 2012 19:14 ET (23:14 GMT)

Copyright (c) 2012 Dow Jones & Company, Inc.

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