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How Twitter’s I.P.O. Filing Evolved to Contain New Details

Laying the groundwork for its initial public offering, Twitter on Thursday filed a regulatory document that contains important details about its business.

But Twitter may not have intended for some of those details to make their way into the public eye.

The document that came out on Thursday, called an S-1, was the first public filing to disclose important financial data about the company, like earnings and revenue, as well as other information that might help investors decide if they want to buy the company’s shares. But Twitter had already filed four earlier versions of this document with the Securities and Exchange Commission. Those versions weren’t made public at the time, but on Friday, Twitter released them.

The first S-1, which was confidentially filed with the S.E.C. in July, didn’t contain disclosures that ended up in the later versions. It’s not clear why the information was added. But it may have been inserted at the request of the S.E.C.

In the coming weeks, any correspondence that Twitter had with the S.E.C. over the earlier S-1’s will be made public.

Usually, the public gets to see changes to S-1’s as they happen. That was the case with Facebook and Groupon.

Twitter, however, is doing its I.P.O. under a less restrictive regime, ushered in by new legislation passed last year, that allows companies with revenues under $1 billion to keep their filings secret for a while.

Twitter added some eye opening, potentially helpful disclosures to its later documents. For instance, it tried to quantify how many of its users might be fake. This is a significant statistic, since Twitter’s advertisers want to reach real users.

In the first two S-1’s, Twitter discussed the problem of spam and users whose identity is made up. But it wasn’t until the third filing that Twitter estimated that spam or false accounts represented less than 5 percent of its monthly users.

Twitter may not have included the number initially because it might have trouble measuring it. In the third S-1, it said, “This estimate is based on an internal review of a sample of accounts and we apply significant judgment in making this determination.”

Twitter also added geographical data that seemed significant. One of the questions hanging over social networks is whether they can generate profits outside of the comparatively wealthy and developed United States market.

In its first S-1, Twitter included a metric designed to show how much advertising revenue it takes in based on user activity. The yardstick was for the company as a whole in the first filing, By the second version, it applied the metric to United States advertising and compared it with the rest of the world.

The difference was stark. The yardstick was $2.17 per “timeline view” in the United States, versus 30 cents for the rest of the world.

Disclosures about the price of advertising on Twitter also got expanded in the second S-1. Twitter is charging advertisers less than it did, which is increases demand among advertisers. But Facebook is managing to increase how much it charges advertisers. It wasn’t till the second S-1 that Twitter noted that the effective cost of ads had fallen 59 percent from the year-earlier period.

Other, non-financial details were added to the later S-1’s. The first one mentioned that President Obama had used Twitter to first declare victory in the 2012 election. Later, the document had an image of the tweet, which included a photo of the president hugging his wife.



Dancing on the Edge of Default

Even as the White House insists there is no alternative to Congressional action to raise the federal borrowing limit by Oct. 17, the options for an end run have spurred a raging debate, with armchair experts in the blogosphere as well as some of the top legal scholars in academia all weighing in.

Former President Bill Clinton, Senator Max Baucus, and Representative Nancy Pelosi, all Democrats, have also gotten into the act, with the three urging President Obama to at least consider invoking his powers under the 14th Amendment to break the logjam.

One of the sharpest economists on Wall Street, Vincent Reinhart of Morgan Stanley, has taken a close look at the options, both from a practical standpoint as well as how markets and investors are reacting. Here’s his take.
- Nelson D. Schwartz

Mr. Reinhart, former head of the Federal Reserve‘s monetary division, is the managing director and chief United States economist for Morgan Stanley.

The market price to insure against default by the United States government over the next five years is heading toward half a percentage point. The number of Google searches for the terms “government default” and “Social Security payment” have moved to all-time highs. Any prudent financial firm is assigning its operational risk management team to think the unthinkable: “What happens if the United States Treasury defaults on its debt?”

This is just part of the waste and worry created by the ongoing standoff on the budget and the failure to raise the debt ceiling. And it is a waste because the United States government is not going to default, ever.

As political theater, the debt ceiling is not a useful threat, because politicians are basically threatening to shoot themselves as they will rightly shoulder the blame for the serious global economic consequences of a default.

This recognition of the depth of the chasm ultimately drives them to compromise each and every time. But why do they repeatedly dance so close to the edge? They flirt with such danger because, deep down, people on the Hill believe that the secretary of Treasury will save themselves from the consequences of their action at the last minute. After all, the Treasury has indicated that it runs out of cash on Oct. 17 as long as the secretary limits himself to extraordinary measures that have precedent. Will he or won’t he? In that regard, the Hill standoffs over the years are similar to two siblings beating each other up in the backyard but always expecting their mother to step out on the porch and tell them, “You better stop before somebody gets hurt.”

Our elected officials are counting on the secretary to be the adult.

There are always other items below the line drawn by precedent. No official will ever admit that because it is the cataclysmic nature of default that drives politicians to the table. Most of these maneuvers are of questionable legality and worse precedent because if they were easy, they would have already been used. The list probably includes warehousing revalued gold, extending the disinvestment of the civil service funds to other trust funds or swapping out the Federal Reserve’s holdings of Treasury securities for debt not subject to public limit. The list also includes the possibility of prioritizing payments to make principal and coupon obligations when due. By the way, the trillion dollar coin is too clever by half. If you are going to violate the spirit of the debt ceiling, then violate the debt ceiling.

But there is a bigger picture that is relevant and dominates the discussion. If the Treasury is unwilling to stretch the definition of extraordinary measures, on the day that the Federal Reserve predicts that the Treasury will run out of cash in its account and the Treasury is bound by the debt ceiling, it suspends all payments and awaits instructions from the Treasury. As a result, the government’s principal economic officials will face the prospect of violating one of these three laws:

1. The Second Liberty Bond Act of 1917 that establishes the debt ceiling;

2. The Federal Reserve Act that prohibits the Fed from lending directly to the Treasury; or,

3. The 14th Amendment of the Constitution that holds that the debt of the United States government, lawfully issued, will not be questioned.

They have to break a law. At the end of the day, officials will avoid violating the Constitution by indicating that they have been given inconsistent instructions and are obeying the one with the most important precedent.

If it is the secretary of Treasury that decides to contest 1, then the Treasury will issue debt and raise cash. However, the debt arguably does not have the protection of Amendment 14, as it was not necessarily lawfully issued, so it may not be default free. That is, similar to some proposals to resolve the European fiscal crisis, the Treasury will issue “red” bonds to pay the maturing principal and interest on “blue” bonds. Market participants will figure out how to price those securities on the assurance that the reds turn blue when the debt ceiling is increased.

If it is the chairman of the Federal Reserve that decides to contest 2, then the Treasury account goes into overdraft and all Treasury operations continue.

An official anticipating stretching the law ranks alternatives by precedent, punishment as specified in the law and standing as to who can claim a violation of the law. Either a secretary of Treasury who holds 3 as the overriding instruction or a chairman of the Federal Reserve who waves 2 saves the global financial system and, at most, risks being impeached or fired. That seems to be a reasonable risk and reward tradeoff.

Treasury Secretary Jacob Lew can look out the back of his building and see a statue of Alexander Hamilton. He will not be the first secretary to break the Hamiltonian promise. The shame is that the Congress threatens to put him in the position to have to choose the lesser of two evils.



Dancing on the Edge of Default

Even as the White House insists there is no alternative to Congressional action to raise the federal borrowing limit by Oct. 17, the options for an end run have spurred a raging debate, with armchair experts in the blogosphere as well as some of the top legal scholars in academia all weighing in.

Former President Bill Clinton, Senator Max Baucus, and Representative Nancy Pelosi, all Democrats, have also gotten into the act, with the three urging President Obama to at least consider invoking his powers under the 14th Amendment to break the logjam.

One of the sharpest economists on Wall Street, Vincent Reinhart of Morgan Stanley, has taken a close look at the options, both from a practical standpoint as well as how markets and investors are reacting. Here’s his take.
- Nelson D. Schwartz

Mr. Reinhart, former head of the Federal Reserve‘s monetary division, is the managing director and chief United States economist for Morgan Stanley.

The market price to insure against default by the United States government over the next five years is heading toward half a percentage point. The number of Google searches for the terms “government default” and “Social Security payment” have moved to all-time highs. Any prudent financial firm is assigning its operational risk management team to think the unthinkable: “What happens if the United States Treasury defaults on its debt?”

This is just part of the waste and worry created by the ongoing standoff on the budget and the failure to raise the debt ceiling. And it is a waste because the United States government is not going to default, ever.

As political theater, the debt ceiling is not a useful threat, because politicians are basically threatening to shoot themselves as they will rightly shoulder the blame for the serious global economic consequences of a default.

This recognition of the depth of the chasm ultimately drives them to compromise each and every time. But why do they repeatedly dance so close to the edge? They flirt with such danger because, deep down, people on the Hill believe that the secretary of Treasury will save themselves from the consequences of their action at the last minute. After all, the Treasury has indicated that it runs out of cash on Oct. 17 as long as the secretary limits himself to extraordinary measures that have precedent. Will he or won’t he? In that regard, the Hill standoffs over the years are similar to two siblings beating each other up in the backyard but always expecting their mother to step out on the porch and tell them, “You better stop before somebody gets hurt.”

Our elected officials are counting on the secretary to be the adult.

There are always other items below the line drawn by precedent. No official will ever admit that because it is the cataclysmic nature of default that drives politicians to the table. Most of these maneuvers are of questionable legality and worse precedent because if they were easy, they would have already been used. The list probably includes warehousing revalued gold, extending the disinvestment of the civil service funds to other trust funds or swapping out the Federal Reserve’s holdings of Treasury securities for debt not subject to public limit. The list also includes the possibility of prioritizing payments to make principal and coupon obligations when due. By the way, the trillion dollar coin is too clever by half. If you are going to violate the spirit of the debt ceiling, then violate the debt ceiling.

But there is a bigger picture that is relevant and dominates the discussion. If the Treasury is unwilling to stretch the definition of extraordinary measures, on the day that the Federal Reserve predicts that the Treasury will run out of cash in its account and the Treasury is bound by the debt ceiling, it suspends all payments and awaits instructions from the Treasury. As a result, the government’s principal economic officials will face the prospect of violating one of these three laws:

1. The Second Liberty Bond Act of 1917 that establishes the debt ceiling;

2. The Federal Reserve Act that prohibits the Fed from lending directly to the Treasury; or,

3. The 14th Amendment of the Constitution that holds that the debt of the United States government, lawfully issued, will not be questioned.

They have to break a law. At the end of the day, officials will avoid violating the Constitution by indicating that they have been given inconsistent instructions and are obeying the one with the most important precedent.

If it is the secretary of Treasury that decides to contest 1, then the Treasury will issue debt and raise cash. However, the debt arguably does not have the protection of Amendment 14, as it was not necessarily lawfully issued, so it may not be default free. That is, similar to some proposals to resolve the European fiscal crisis, the Treasury will issue “red” bonds to pay the maturing principal and interest on “blue” bonds. Market participants will figure out how to price those securities on the assurance that the reds turn blue when the debt ceiling is increased.

If it is the chairman of the Federal Reserve that decides to contest 2, then the Treasury account goes into overdraft and all Treasury operations continue.

An official anticipating stretching the law ranks alternatives by precedent, punishment as specified in the law and standing as to who can claim a violation of the law. Either a secretary of Treasury who holds 3 as the overriding instruction or a chairman of the Federal Reserve who waves 2 saves the global financial system and, at most, risks being impeached or fired. That seems to be a reasonable risk and reward tradeoff.

Treasury Secretary Jacob Lew can look out the back of his building and see a statue of Alexander Hamilton. He will not be the first secretary to break the Hamiltonian promise. The shame is that the Congress threatens to put him in the position to have to choose the lesser of two evils.



Twitter’s R.&D. Spending Hits the Right Spot

Twitter’s research and development spending may be sky-high, but it hits the right spot. At 44 percent of revenue in the first half of the year, the microblogging site is spending far more as a proportion of its top line than Facebook. But with a lower number of users than its rival, Twitter needs to grow to make new investors happy.

Technology tends to be a winner-takes-all - or almost all â€" market. If a company can establish a useful standard or platform, network effects usually mean users will flock to it. Twitter’s a good example, with monthly active users growing more than fivefold over the past three years to 218 million. That’s a big reason that revenue is growing at an even faster pace. It should hit around $700 million this year, well over 20 times larger than in 2010.

Twitter is also growing into its spending. Granted, R.&D. expenses more than quadrupled over the past two years. But the amount it spends as a percentage of revenue has dropped as advertising income has grown. In fact, as recently as three years ago, R.&D. costs outstripped sales. Since advertising is seasonal, this metric should fall further in the second half of this year.

Twitter’s biggest risk is a dramatic fall in the rate of people joining the service. The number of new users appears to slowing already - and the company has less than a fifth of Facebook’s monthly users. The larger social network is steadily rolling out features, such as hashtags, that it has cribbed from its smaller rival.

Facebook has aggressively ramped up R.&D. spending, too, increasing it from 7 percent of revenue in 2010 to 27 percent last year. Its far larger size means its budget dwarfs Twitter’s - it spent more than 10 times as much last year. Sure, the two companies don’t entirely overlap. Facebook is largely built around semi-private interactions while Twitter is more open to strangers.

Twitter’s strategy of hiring engineers at a fast clip to build new features and services is the best way to ensure growth. Curtailing that hefty investment too soon would be a big mistake.

Robert Cyran is a columnist for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Fashion’s New Runway: Wall Street

With his red-carpet gowns, lush cashmere sweaters and jet-set shoulder totes, Michael Kors has influenced fellow designers across the globe.

These days, though, Mr. Kors is inspiring the fashion world not only with his “affordable luxury” merchandise, but also with the extraordinary success of his initial public offering nearly two years ago.

On Wednesday, Marc Jacobs announced his departure from Louis Vuitton to focus on an I.P.O. of his own brand. Last year, Diane Von Furstenberg set off speculation about a stock offering when she hired a top-level fashion executive in a push to expand her business. And while Tory Burch has denied any near-term interest in an I.P.O, there are persistent whispers of a Wall Street debut.

Call it the Michael Kors effect.

When a company receives such an exuberant reception from stock investors, bankers say, it naturally causes similarly positioned businesses to think: Why not me?

“You might not see these designers filing for an I.P.O. tomorrow, but they have all had discussions with advisers and are positioning themselves to go public,” said a senior executive at a large investment bank who requested anonymity because of his involvement in some of those private conversations.

“And you can be sure,” he added, “that the Kors juggernaut looms large in these talks.”

Shares of Michael Kors Holdings have more than tripled since their December 2011 offering, making the I.P.O. one of the most successful in recent years, as the company continues to turn in exceptional financial results and torrid growth.

Now, it has a stock market of value of $15.3 billion, recently surpassing the $15.2 billion market capitalization of Ralph Lauren, one of the most storied brands in the history of the apparel business that has been a public company since 1997. The blazing performance of Michael Kors stock has created extraordinary wealth for its namesake, a Fashion Institute of Technology dropout who rose to fame as a judge on the fashion television show “Project Runway.”

Mr. Kors, 54, has sold shares in his company totaling about $700 million, and still holds stock valued at roughly $330 million.

His financial backers and senior executives have also cashed in handsomely.

Sportswear Holdings, a private equity firm controlled by Silas K.F. Chou and Lawrence S. Stroll, have disposed of about $3 billion worth of their shares. John D. Idol, the chief executive of Michael Kors, has sold more than $400 million of his holdings.

Though they have not received nearly the attention of blockbuster technology offerings like Facebook’s debut last year and Twitter’s pending deal, fashion I.P.O.’s are in vogue on Wall Street.

Vince, a luxury apparel brand owned by Kellwood, filed last month to sell stock to the public and separate from its parent. In Europe, Prada, Salvatore Ferragamo and Bruno Cucinelli have listed shares in the last couple of years.

American design houses have had a mixed record as publicly traded companies. The capriciousness of shoppers’ taste can often lead to volatile stock performance, which is anathema to investors who typically prefer more reliable stocks that show steady, consistent growth.

Kenneth Cole, the purveyor of shoes, bags and apparel, took his company private in February 2012 after years of poor share performance. At that time, Mr. Cole explained that the pressures of the public markets had caused the company to focus on short-term earnings at the expense of fashion innovation.

In the 1990s, several fashion companies disappointed as publicly traded stocks, most glaringly the highly publicized offering by Donna Karan. Ms. Karan’s business faltered early on as a public company and its stock struggled for years. Ultimately, though, she made huge personal profits selling her business to the European conglomerate LVMH.

Traditionally, Wall Street favors the stocks of companies with diverse portfolios of brands and more reliable earnings, like the VF Corporation and the Jones Apparel Group, over ones with their fortunes tied to a single designer. An exception is Ralph Lauren, an enduring business whose success has largely depended on the taste and image of the company’s founder.

But today, bankers and analysts say, investors are clamoring for so-called pure plays instead of companies with multiple brands. For instance, Fifth & Pacific, formerly known as Liz Claiborne, has been trying to sell slower-growth lines like Lucky and Juicy Couture to concentrate on its hottest brand, Kate Spade.

“What investors crave is a high-growth story, and if it has ‘star power,’ even better,” said John Berg, chief executive of the investment bank Financo. “The potential for these brands to grow extremely quickly holds great appeal on Wall Street.”

Diane Von Furstenberg and Tory Burch are two of those brands. Though both have sloughed off suggestions that I.P.O.’s are imminent, each has raised eyebrows with recent business moves. Ms. Von Furstenberg last year hired Joel Horowitz, the longtime business partner of Tommy Hilfiger and an architect of the designer’s success.

“We are at the perfect stage for even greater worldwide growth,” Ms. Von Furstenberg said when announcing the hiring of Mr. Horowitz, who was named co-chairman of the company.

Last January, Ms. Burch disclosed minority investments from two private equity firms, BDT Capital Partners and General Atlantic. Those backers told The New York Times in August that their investments obviate the need for Tory Burch to raise money in an I.P.O. Yet private equity firms typically seek to exit their stakes after several years, often through a stock offering.

The news that Mr. Jacobs was readying his own brand for an I.P.O. had industry players drawing comparisons between him and Mr. Kors.

Like Mr. Kors, Mr. Jacobs, 50, has aggressively opened stores internationally and marketed lower-price collections. Both also have ties to LVMH, which once had a minority interest in Mr. Kors’s business and employed Mr. Kors as creative director of LVMH’s Celine line.

LVMH has owned a majority stake in the Marc Jacobs brand for the last decade, and Mr. Jacobs has also served as creative director of the company’s Louis Vuitton brand. On Wednesday, LVMH’s chairman, Bernard Arnault, said that the growth of the Marc Jacobs business had accelerated in recent years, with sales nearing $1 billion.

Mr. Berg, the Financo chief executive, said that a brand like Marc Jacobs could prove alluring to investors. But he warned that the fickleness of fashion made deals like these tricky propositions.

“The problem with these trendy brands and high-growth stories is that the markets love you when you’re hot,” he said. “But once you lose your luster, Wall Street is unforgiving and moves right on to the next story.”



Icahn Gives Up Fight Over Dell Appraisal Rights

Carl C. Icahn is finally abandoning his battle against Dell Inc.‘s sale to its founder.

The billionaire investor disclosed on Friday â€" on Twitter, as is his bent these days â€" that he is forgoing his right to have the Delaware Court of Chancery appraise the value of his shares in the computer company.

Later on Friday morning, the company disclosed in a regulatory filing that Mr. Icahn’s firm had indeed

The decision comes several weeks after shareholders formally approved Dell’s $24.9 billion sale to its founder, Michael S. Dell, and the investment firm Silver Lake. That triumph came only after the buyers agreed to slightly sweeten their takeover bid in exchange for modifications to the voting rules that defeated heated opposition by Mr. Icahn and another investor, Southeastern Asset Management.

One of the tools that Mr. Icahn deployed in his monthslong campaign was a call for other investors to exercise their appraisal rights, which are available to shareholders of Delaware corporations like Dell. The rights allow investors to demand a court hearing on just how much their holdings are worth.

But the process could take months to unfold, with a chancery court judge hearing testimony and reviewing evidence from both sides. It also represents an element of chance: Shareholders could ultimately receive more than Mr. Dell and Silver Lake will pay, but they could also receive substantially less.

Friday’s disclosure is largely a formality. Mr. Icahn had already said that his fight against the Dell deal was over, having congratulated Mr. Dell on winning over shareholders in perhaps the most back-handed way possible.

Mr. Icahn, it seems, already has other matters on his mind. Earlier this week, the investor tweeted a recounting of his dinner with Apple. Inc. chief Timothy Cook, as well as his demand for a $150 billion stock buyback.



Potbelly Doubles in Market Debut Amid Strong Investor Appetite

Investors have an enormous hunger for shares of Potbelly Corporation, it seems.

Shares in the sandwich chain more than doubled in their trading debut on Friday, opening at $28.66 each. That values the restaurant chain at $802.5 million.

Friday’s opening continues a streak of good fortune for the 36-year-old Potbelly, whose initial public offering price of $14 a share was already a dollar above the high end of its expected pricing range.

Founded in 1977, the chain, which also sells salads and smoothies, has grown from a Chicago phenomenon to a national presence, with 286 locations across the country. It also has 12 franchised shops in the Middle East.

Its revenues have grown as well: The chain reported $146.9 million in sales for the first half of the year, up nearly 12 percent from the same time a year ago. Using adjusted earnings before interest, taxes, depreciation and amortization, Potbelly’s profit grew 8.7 percent to $16.2 million.

On the basis of generally accepted accounting principles, which take into account the company’s redeemable convertible preferred stock, Potbelly reported a $7.5 million loss attributable to common stockholders for the first half, widening 42 percent from the year-ago period.

The company now trades on the Nasdaq stock exchange under the ticker symbol “PBPB.” Its offering was led by Bank of America Merrill Lynch and Goldman Sachs.



Potbelly Doubles in Market Debut Amid Strong Investor Appetite

Investors have an enormous hunger for shares of Potbelly Corporation, it seems.

Shares in the sandwich chain more than doubled in their trading debut on Friday, opening at $28.66 each. That values the restaurant chain at $802.5 million.

Friday’s opening continues a streak of good fortune for the 36-year-old Potbelly, whose initial public offering price of $14 a share was already a dollar above the high end of its expected pricing range.

Founded in 1977, the chain, which also sells salads and smoothies, has grown from a Chicago phenomenon to a national presence, with 286 locations across the country. It also has 12 franchised shops in the Middle East.

Its revenues have grown as well: The chain reported $146.9 million in sales for the first half of the year, up nearly 12 percent from the same time a year ago. Using adjusted earnings before interest, taxes, depreciation and amortization, Potbelly’s profit grew 8.7 percent to $16.2 million.

On the basis of generally accepted accounting principles, which take into account the company’s redeemable convertible preferred stock, Potbelly reported a $7.5 million loss attributable to common stockholders for the first half, widening 42 percent from the year-ago period.

The company now trades on the Nasdaq stock exchange under the ticker symbol “PBPB.” Its offering was led by Bank of America Merrill Lynch and Goldman Sachs.



As Twitter Opens Up, Employees Do, Too

Twitter was largely silent last month about the details of its planned initial public offering, saying only that it had filed papers confidentially.

But on Thursday, as the company made its prospectus public, employees and other insiders were not shy about documenting the moment. Excitement was high at the company’s San Francisco headquarters, with a visit from the founders and the author Margaret Atwood.

As prospective investors pored over Twitter’s financial information, Twitter employees shared photographs and updates. Amid the festive atmosphere, three of the company’s founders â€" who have stepped away from their roles at the company and have a complicated history â€" were photographed speaking to employees.

At one point, one of the founders, Evan Williams, was even seen looking at his smartphone â€" possibly to check Twitter.

One employee, Doug Williams, described the talk as a “high point.”

Another, Ed Gutman, shared some vintage-looking graphics.

Others expressed gratitude.

Mr. Williams was caught sneaking a peek at his smartphone.

Biz Stone, one of the founders, who now runs a start-up called Jelly, reflected on the meeting.

The head of commerce at Twitter, Nathan Hubbard, coined a new word.

But investors were focused on the I.P.O. prospectus.

Elizabeth Weil, a former Twitter executive who is now a partner at the venture capital firm Andreessen Horowitz, employed a metaphor.

The filing contained a trove of information. One Twitter employee saw a new side of the chief executive, Dick Costolo.

One early investor in Twitter, the venture capitalist Chris Sacca, was fairly coy.

A Twitter designer, Alex Girón, made an understated remark.

But some Twitter employees took the opportunity to let loose.

Amid the fanfare, a literary celebrity showed up at Twitter’s headquarters.

Some employees shared their excitement.

But by early Friday, Mr. Sacca was already talking about another of his investments.



Sotheby’s Adopts Shareholder Rights Plan to Fend Off Loeb

Poison pen is being met with poison pill.

The auction house Sotheby’s announced on Friday that its board had adopted a shareholder rights plan, known as a “poison pill,” that is set off whenever an outsider acquires ownership of 10 percent or more of the company’s stock.

The company said that “the rights will not prevent a takeover, but should encourage anyone seeking to acquire the company to negotiate with the board prior to attempting a takeover.” The poison pill expires in 12 months unless approved by shareholders.

The move comes just two days after the hedge fund manager Daniel S. Loeb, known for his poison pen letters to corporate management and to rivals, called for Sotheby’s chief executive to step down, criticizing the company for “a lack of leadership and strategic vision at its highest levels.”

Mr. Loeb, who manages the hedge fund Third Point, also disclosed that he is now the auction house’s largest shareholder, with a 9.3 percent stake. The hedge fund had disclosed in August that it had a 5.7 percent stake in the company.  Other activist hedge funds have stakes in Sotheby’s.

After the disclosure of the initial stake, Sotheby’s announced that its would review its capital strategies, possibly weighing moves like a stock buyback or an increased dividend.

On Wednesday, Mr. Loeb called that statement a “belated announcement partially addressing poor capital allocation practices.”

Bill Ruprecht, Sotheby’s chief executive, said on Friday that the shareholder rights plan “is designed to protect the interests of all of our shareholders.”

“We look forward to continuing to engage in constructive dialogue with our investors regarding our plans for the business, our comprehensive capital allocation and financial review currently underway, and avenues for enhancing and delivering value to our shareholders,” he added.



Morning Agenda: Twitter Opens Up

TWITTER OPENS UP  |  Twitter on Thursday made public its prospectus for an initial public offering, providing a glimpse at the high-flying company’s financial health. The filing showed just how central smartphones and tablets are to Twitter’s business, underscoring the technology industry’s shift to a mobile world, Vindu Goel and Michael J. de la Merced report in DealBook. But despite evidence that Twitter is increasing its revenue from mobile advertising, the company also showed that it has not yet turned a profit, and has been steadily losing money, and that its user growth has been slowing since the end of last year.

The Twitter I.P.O. â€" the most anticipated stock sale since Facebook went public last year â€" is expected to make early employees and investors rich. Evan Williams, one of the founders, owns 12 percent of Twitter, a stake valued at $1.2 billion in August. Jack Dorsey, another co-founder, owns stock worth about $483 million. The venture capital firms Benchmark Capital, Union Square Ventures and Spark Capital are also large stockholders, as is DST Global, a Russian firm that made a fortune on its early investments in Facebook, DealBook writes.

Twitter’s offering comes at an auspicious time, with investors keen to place highly optimistic values on social media companies. But Facebook’s initial stumbles show the dangers of assuming that everything will go smoothly, DealBook’s Peter Eavis writes. And investors should keep in mind that competition for advertising dollars â€" the main source of revenue for social media companies â€" could intensify in the coming years, some investment specialists said.

At the same time, Twitter’s prospectus highlights many of the company’s differences from rivals like Facebook. One unexpected change is the lack of multiple classes of stock, DealBook’s Michael J. de la Merced reports. Shareholders will all have a single vote on corporate matters.

For Goldman Sachs, the bank leading the I.P.O., the assignment confers prestige and bragging rights. The Goldman banker on the deal, Anthony J. Noto, a former Army Ranger and pro-football executive, has proved himself a keen observer and trusted banker of Web pioneers, despite seeming to be an odd fit among the cerebral recluses of the tech world, DealBook’s David Gelles writes.

The filing on Thursday also raised new questions about the strained relationship between two of the company’s founders, Claire Cain Miller writes in the Bits blog. Mr. Williams has all the voting rights associated with the shares owned by Mr. Dorsey, even though Mr. Dorsey is chairman of Twitter’s board. “Under this agreement, Mr. Dorsey granted Mr. Williams a proxy to vote the shares held by him or his transferees,” the filing said in a footnote.

WALL STREET PREPARES FOR A POTENTIAL DEFAULT  |  The government is partly shut down, but a bigger concern for Wall Street is a potential default on public debt should Congress fail to raise the nation’s borrowing limits later this month, Susanne Craig and Jessica Silver-Greenberg report in DealBook. Financial firms are making preparations just in case.

“To guard against possible mayhem from a debt ceiling crisis, some of the nation’s largest banks are deploying plans that were developed in 2011 â€" when the government first looked as if it were on the verge of surpassing its debt ceiling limits,” DealBook writes. “One senior bank executive said his bank’s plan includes stocking retail branches with at least 20 percent more cash. That way, any customers who want to stockpile cash reserves in the event of a default can readily withdraw their money.”

ON THE AGENDA  |  With the government still shut down, no jobs report will be released today. Shares of Potbelly are expected to begin trading today after pricing above an expected range in the I.P.O. Thursday evening. Richard Kovacevich, Wells Fargo’s former chief executive, is on CNBC at 8:10 a.m .

NEW LEADER CONSIDERED FOR TRADING COMMISSION  |  As Gary Gensler’s tenure as a Wall Street regulator draws to a close, the White House has begun to vet Timothy G. Massad, an assistant secretary of the Treasury Department, as a potential successor as leader of the Commodity Futures Trading Commission, DealBook’s Ben Protess reports. Mr. Massad, who oversees financial stability issues at the Treasury, has expressed interest in the job, a person briefed on the matter said. But vetting is preliminary. The White House is considering at least two other candidates and has not reached a decision.

Mergers & Acquisitions »

A Smaller Bonus for Microsoft Chief  |  Microsoft said Steven A. Ballmer, the chief executive, received 39 percent of the total annual bonus he could have received this year, as the board penalized him for the company’s performance.
NEW YORK TIMES BITS

Talks Over Sale of Lucky Brand Said to Collapse  |  Fifth & Pacific, the company formerly known as Liz Claiborne, was close to selling its Lucky Brand line to a private equity firm, “but talks broke down near the finish line, said people familiar with the matter,” The Wall Street Journal reports.
WALL STREET JOURNAL

Drug Firm Ikaria Said to Consider a Sale  |  The company, which is backed by private equity and venture capital, could sell for more than $2 billion, Reuters reports.
REUTERS

Ellison Agrees to Settlement Over Acquisition of Pillar Data Systems  |  Larry Ellison, the chief executive of Oracle, “has agreed to give up a potential payout of around $500 million to settle accusations of a conflict of interest in the 2011 acquisition by Oracle of a company he controlled, according to court documents,” Reuters reports.
REUTERS

INVESTMENT BANKING »

Dimon No Longer Chairman of JPMorgan Bank Unit  |  Jamie Dimon has given up his chairmanship of the main banking subsidiary of JPMorgan Chase, though he remains chairman and chief executive of the parent company, The Wall Street Journal reports.
WALL STREET JOURNAL

Goldman’s Reform School  |  A case study for Goldman Sachs employees in London is among internal training sessions that “shed light on the efforts being made by the firm to burnish a badly tarnished reputation,” The Economist writes.
ECONOMIST

Amid Bloodshed in Pakistan, a Stock Market Soars  |  “Over the past 12 months alone, the Karachi Stock Exchange has surged more than 44 percent, placing it among the world’s top-performing stock markets in dollar terms this year, according to Bloomberg,” The New York Times writes.
NEW YORK TIMES

NYSE Liffe Suspends Trading Over Glitch  |  It was the latest example of a breakdown affecting a high-tech trading platform.
WALL STREET JOURNAL

PRIVATE EQUITY »

Mergermarket Said to Draw Interest of Private Equity  |  “Dozens of strategic and private equity players including Bloomberg News and Warburg Pincus are circling Pearson’s financial news provider Mergermarket ahead of an Oct. 7 deadline for first-round bids,” Reuters reports, citing unidentified people close to the deal.
REUTERS

HEDGE FUNDS »

SAC’s Forceful Ways Shown in Massachusetts Citi CaseSAC’s Forceful Ways Shown in Massachusetts Citi Case  |  In a case against Citigroup, the Massachusetts attorney general details how the indicted hedge fund SAC relentlessly pursued an edge in stock trading.
DealBook »

I.P.O./OFFERINGS »

Facebook Prepares to Sell Ads on Instagram  |  Promotions on Instagram will be Facebook’s first attempt to make money from its acquisition of the photo-sharing service.
BLOOMBERG NEWS

The Latest Fashion Accessory Is an I.P.O.  |  LVMH may have found an original way to keep close the hot designers that made it worth 75 billion euros and created the world’s largest luxury group, Pierre Briançon of Reuters Breakingviews writes.
REUTERS BREAKINGVIEWS

VENTURE CAPITAL »

How a Pair of Bitcoin Moguls Got Hooked  |  “It was a chance encounter on a beach in Ibiza, Spain, in the summer of 2012 that would lead to Cameron and Tyler Winklevoss becoming two of the biggest investors in Bitcoin,” Bloomberg Markets Magazine writes.
BLOOMBERG MARKETS

LEGAL/REGULATORY »

After a Fraud, Regulators Go After a Bank  |  In a rare action, regulators filed action against TD Bank in connection with a Ponzi scheme. It is not clear, however, whether this represents a new attitude on the part of regulators to try to force banks to pay attention to possible Ponzi schemes, Floyd Norris writes in the High & Low Finance column in The New York Times.
NEW YORK TIMES

At Trading Trial, Dispute Over Secrecy of DataAt Trading Trial, Dispute Over Secrecy of Data  |  Mark Cuban, the owner of the Dallas Mavericks basketball team, says he sold shares on the basis of information that he thought was public.
DealBook »

Boehner Pledges to Avoid Default, Republicans Say  |  The New York Times reports: “Speaker John A. Boehner has privately told Republican lawmakers anxious about fallout from the government shutdown that he would not allow a potentially more crippling federal default as the atmosphere on Capitol Hill turned increasingly tense on Thursday.”
NEW YORK TIMES

What Might Happen in a Debt Ceiling Crisis  |  Nathaniel Popper offers a guide in the form of a Q&A.
NEW YORK TIMES

Jobs Report Is a Casualty of Government Shutdown  |  “Economists and statisticians at the Bureau of Labor Statistics will be at home, and everyone from Ben S. Bernanke, the Fed’s chairman, to thousands of traders glued to their Bloomberg screens, will be left without one of the most important clues to the state of the economy,” The New York Times writes.
NEW YORK TIMES



Morning Agenda: Twitter Opens Up

TWITTER OPENS UP  |  Twitter on Thursday made public its prospectus for an initial public offering, providing a glimpse at the high-flying company’s financial health. The filing showed just how central smartphones and tablets are to Twitter’s business, underscoring the technology industry’s shift to a mobile world, Vindu Goel and Michael J. de la Merced report in DealBook. But despite evidence that Twitter is increasing its revenue from mobile advertising, the company also showed that it has not yet turned a profit, and has been steadily losing money, and that its user growth has been slowing since the end of last year.

The Twitter I.P.O. â€" the most anticipated stock sale since Facebook went public last year â€" is expected to make early employees and investors rich. Evan Williams, one of the founders, owns 12 percent of Twitter, a stake valued at $1.2 billion in August. Jack Dorsey, another co-founder, owns stock worth about $483 million. The venture capital firms Benchmark Capital, Union Square Ventures and Spark Capital are also large stockholders, as is DST Global, a Russian firm that made a fortune on its early investments in Facebook, DealBook writes.

Twitter’s offering comes at an auspicious time, with investors keen to place highly optimistic values on social media companies. But Facebook’s initial stumbles show the dangers of assuming that everything will go smoothly, DealBook’s Peter Eavis writes. And investors should keep in mind that competition for advertising dollars â€" the main source of revenue for social media companies â€" could intensify in the coming years, some investment specialists said.

At the same time, Twitter’s prospectus highlights many of the company’s differences from rivals like Facebook. One unexpected change is the lack of multiple classes of stock, DealBook’s Michael J. de la Merced reports. Shareholders will all have a single vote on corporate matters.

For Goldman Sachs, the bank leading the I.P.O., the assignment confers prestige and bragging rights. The Goldman banker on the deal, Anthony J. Noto, a former Army Ranger and pro-football executive, has proved himself a keen observer and trusted banker of Web pioneers, despite seeming to be an odd fit among the cerebral recluses of the tech world, DealBook’s David Gelles writes.

The filing on Thursday also raised new questions about the strained relationship between two of the company’s founders, Claire Cain Miller writes in the Bits blog. Mr. Williams has all the voting rights associated with the shares owned by Mr. Dorsey, even though Mr. Dorsey is chairman of Twitter’s board. “Under this agreement, Mr. Dorsey granted Mr. Williams a proxy to vote the shares held by him or his transferees,” the filing said in a footnote.

WALL STREET PREPARES FOR A POTENTIAL DEFAULT  |  The government is partly shut down, but a bigger concern for Wall Street is a potential default on public debt should Congress fail to raise the nation’s borrowing limits later this month, Susanne Craig and Jessica Silver-Greenberg report in DealBook. Financial firms are making preparations just in case.

“To guard against possible mayhem from a debt ceiling crisis, some of the nation’s largest banks are deploying plans that were developed in 2011 â€" when the government first looked as if it were on the verge of surpassing its debt ceiling limits,” DealBook writes. “One senior bank executive said his bank’s plan includes stocking retail branches with at least 20 percent more cash. That way, any customers who want to stockpile cash reserves in the event of a default can readily withdraw their money.”

ON THE AGENDA  |  With the government still shut down, no jobs report will be released today. Shares of Potbelly are expected to begin trading today after pricing above an expected range in the I.P.O. Thursday evening. Richard Kovacevich, Wells Fargo’s former chief executive, is on CNBC at 8:10 a.m .

NEW LEADER CONSIDERED FOR TRADING COMMISSION  |  As Gary Gensler’s tenure as a Wall Street regulator draws to a close, the White House has begun to vet Timothy G. Massad, an assistant secretary of the Treasury Department, as a potential successor as leader of the Commodity Futures Trading Commission, DealBook’s Ben Protess reports. Mr. Massad, who oversees financial stability issues at the Treasury, has expressed interest in the job, a person briefed on the matter said. But vetting is preliminary. The White House is considering at least two other candidates and has not reached a decision.

Mergers & Acquisitions »

A Smaller Bonus for Microsoft Chief  |  Microsoft said Steven A. Ballmer, the chief executive, received 39 percent of the total annual bonus he could have received this year, as the board penalized him for the company’s performance.
NEW YORK TIMES BITS

Talks Over Sale of Lucky Brand Said to Collapse  |  Fifth & Pacific, the company formerly known as Liz Claiborne, was close to selling its Lucky Brand line to a private equity firm, “but talks broke down near the finish line, said people familiar with the matter,” The Wall Street Journal reports.
WALL STREET JOURNAL

Drug Firm Ikaria Said to Consider a Sale  |  The company, which is backed by private equity and venture capital, could sell for more than $2 billion, Reuters reports.
REUTERS

Ellison Agrees to Settlement Over Acquisition of Pillar Data Systems  |  Larry Ellison, the chief executive of Oracle, “has agreed to give up a potential payout of around $500 million to settle accusations of a conflict of interest in the 2011 acquisition by Oracle of a company he controlled, according to court documents,” Reuters reports.
REUTERS

INVESTMENT BANKING »

Dimon No Longer Chairman of JPMorgan Bank Unit  |  Jamie Dimon has given up his chairmanship of the main banking subsidiary of JPMorgan Chase, though he remains chairman and chief executive of the parent company, The Wall Street Journal reports.
WALL STREET JOURNAL

Goldman’s Reform School  |  A case study for Goldman Sachs employees in London is among internal training sessions that “shed light on the efforts being made by the firm to burnish a badly tarnished reputation,” The Economist writes.
ECONOMIST

Amid Bloodshed in Pakistan, a Stock Market Soars  |  “Over the past 12 months alone, the Karachi Stock Exchange has surged more than 44 percent, placing it among the world’s top-performing stock markets in dollar terms this year, according to Bloomberg,” The New York Times writes.
NEW YORK TIMES

NYSE Liffe Suspends Trading Over Glitch  |  It was the latest example of a breakdown affecting a high-tech trading platform.
WALL STREET JOURNAL

PRIVATE EQUITY »

Mergermarket Said to Draw Interest of Private Equity  |  “Dozens of strategic and private equity players including Bloomberg News and Warburg Pincus are circling Pearson’s financial news provider Mergermarket ahead of an Oct. 7 deadline for first-round bids,” Reuters reports, citing unidentified people close to the deal.
REUTERS

HEDGE FUNDS »

SAC’s Forceful Ways Shown in Massachusetts Citi CaseSAC’s Forceful Ways Shown in Massachusetts Citi Case  |  In a case against Citigroup, the Massachusetts attorney general details how the indicted hedge fund SAC relentlessly pursued an edge in stock trading.
DealBook »

I.P.O./OFFERINGS »

Facebook Prepares to Sell Ads on Instagram  |  Promotions on Instagram will be Facebook’s first attempt to make money from its acquisition of the photo-sharing service.
BLOOMBERG NEWS

The Latest Fashion Accessory Is an I.P.O.  |  LVMH may have found an original way to keep close the hot designers that made it worth 75 billion euros and created the world’s largest luxury group, Pierre Briançon of Reuters Breakingviews writes.
REUTERS BREAKINGVIEWS

VENTURE CAPITAL »

How a Pair of Bitcoin Moguls Got Hooked  |  “It was a chance encounter on a beach in Ibiza, Spain, in the summer of 2012 that would lead to Cameron and Tyler Winklevoss becoming two of the biggest investors in Bitcoin,” Bloomberg Markets Magazine writes.
BLOOMBERG MARKETS

LEGAL/REGULATORY »

After a Fraud, Regulators Go After a Bank  |  In a rare action, regulators filed action against TD Bank in connection with a Ponzi scheme. It is not clear, however, whether this represents a new attitude on the part of regulators to try to force banks to pay attention to possible Ponzi schemes, Floyd Norris writes in the High & Low Finance column in The New York Times.
NEW YORK TIMES

At Trading Trial, Dispute Over Secrecy of DataAt Trading Trial, Dispute Over Secrecy of Data  |  Mark Cuban, the owner of the Dallas Mavericks basketball team, says he sold shares on the basis of information that he thought was public.
DealBook »

Boehner Pledges to Avoid Default, Republicans Say  |  The New York Times reports: “Speaker John A. Boehner has privately told Republican lawmakers anxious about fallout from the government shutdown that he would not allow a potentially more crippling federal default as the atmosphere on Capitol Hill turned increasingly tense on Thursday.”
NEW YORK TIMES

What Might Happen in a Debt Ceiling Crisis  |  Nathaniel Popper offers a guide in the form of a Q&A.
NEW YORK TIMES

Jobs Report Is a Casualty of Government Shutdown  |  “Economists and statisticians at the Bureau of Labor Statistics will be at home, and everyone from Ben S. Bernanke, the Fed’s chairman, to thousands of traders glued to their Bloomberg screens, will be left without one of the most important clues to the state of the economy,” The New York Times writes.
NEW YORK TIMES



Barclays Has Strong Demand for Rights Issue

LONDON - Barclays said on Friday that investors had bought 94.6 percent of the shares the British bank was selling as part of a rights issue.

The remaining shares would be sold to new investors through the group of banks that is managing the rights issue, Barclays said. The bank raised £5.6 billion, or $9 billion, by selling 94.6 percent of the rights issue, or three billion shares at 1.85 pounds a share.

The price represents a 40 percent discount to Barclays’ share price the day before the offer and investors could buy one new share for every four shares they already owned.

Barclays said in July that it would raise new capital following pressure from the British financial regulator to improve the bank’s leverage ratio, a measure of how much borrowed money it uses. In addition to the rights issue, the bank also said that it would issue up to £2 billion of so-called contingent capital â€" financial instruments that convert to equity if a bank’s capital falls below a certain threshold.

Antony Jenkins, Barclays chief executive, is seeking to add to Barclays’ financial strength and to leave behind a series of legal woes. The bank reached a $450 million settlement with American and British authorities last year over the manipulation of benchmark interest rates and Mr. Jenkins has pledged to change the bank’s culture that he described to have been “too aggressive and too short-term.”

Barclays’ rights issue came less than a month after the sale of shares in another large British bank. Britain’s government sold 6 percent of Lloyds Banking Group last month, raising £3.2 billion. It was the first time the government sold shares in the bank, which it bailed out during the financial crisis and in which it continues to hold a 33 percent stake.

Barclays shares fell Friday morning in London but then recovered and were up 0.2 percent midday. Credit Suisse, Deutsche Bank, Bank of America Merrill Lynch and Citigroup managed the share sale.