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Twitter Sends Different Message Than Facebook in Filing

October 03, 2013

Twitter Sends Different Message Than Facebook in IPO Filing

Twitter didn’t include a letter from co-founders Evan Williams, Jack Dorsey and Biz Stone. Instead, the company had a missive that was less than 140 words long, signed by @twitter, which touted the service’s ability to help people create and share ideas. Photographer: Bill Pugliano/Getty Images

Twitter Inc. proved once again it’s not about to have another Facebook Inc. (FB:US) initial public offering.

The San Francisco-based company yesterday made its prospectus (TWTR:US) public, in a document that contrasted with Facebook’s S-1 last year. In its filing, Twitter showed more risk factors than its rival, published a much shorter letter to prospective shareholders, and dodged some of the issues that hampered Facebook -- such as a lack of mobile advertising -- when it went public.

“The thing that stands out is that nothing stands out; it’s sort of stunningly boring,” Paul Kedrosky, a contributor to Bloomberg News, said on Bloomberg West of Twitter’s S-1. “This is a really straightforward IPO document, which is maybe exactly what the market needs right now.”

Twitter had already been taking a different approach to its IPO than Facebook, by confidentially filing for an initial share sale in July, a person with knowledge of the matter has said. That kept the company’s financials under wraps until yesterday, shortly before a roadshow to market to investors.

Facebook, by contrast, underwent months of hype after it filed its S-1 last year. After its stock market debut, the shares quickly plunged below the $38 offering price, and have only recently climbed back above that price.

IPO Letters

The dissimilarities are stark within the letters that the two companies included in their IPO documents. When Menlo Park, California-based Facebook filed to go public in early 2012, Chief Executive Officer Mark Zuckerberg printed more than 2,000 words in a letter giving his philosophical take on social networking. It included a discussion on the “Hacker Way,” which Zuckerberg said is an “approach to building that involves continuous improvement and iteration” at the company.

Twitter, by comparison, didn’t include a letter from co-founders Evan Williams, Jack Dorsey and Biz Stone. Instead, the company had a missive that was less than 140 words long, signed by @twitter, which touted the service’s ability to help people create and share ideas.

“Twitter represents a service shaped by the people, for the people,” the letter said (TWTR:US). “Thank you for supporting us through your Tweets, your business, and now, your potential ownership of this service we continue to build with you.”

Tucker Bounds, a spokesman for Facebook, declined to comment. Jim Prosser, a spokesman for Twitter, didn’t respond to a request for comment.

Stock Structure

Twitter’s filing also revealed that its founders don’t have the same level of influence over the company as Zuckerberg does at Facebook. Zuckerberg used a dual-class stock structure to boost his control, similar to arrangements at other technology companies such as Google Inc. (GOOG:US) Twitter has one class of stock, giving other shareholders more say on what happens at the company.

“It doesn’t appear Twitter is going to be one of those founder-controlled entities,” said Charley Moore, executive chairman of Rocket Lawyer Inc., which sells services to Twitter. “Here you have a company that is probably going to be more democratic than some of those other businesses may be.”

Twitter’s risk factors also covered 32 pages of its prospectus, while Facebook’s were contained in 22 pages. Twitter disclosed potential threats that included potential sagging user growth and worries about competition -- including from Facebook. One similarity among the risk factors: Both companies listed earthquakes as a potential danger to their business.

The differences extend to how the leaders of both companies reacted to their public S-1s. On the day Facebook filed its IPO last year, Zuckerberg alluded to the event by posting a photo that showed a desk with a poster that read “stay focused & keep shipping.”

Twitter CEO Dick Costolo, in contrast, posted messages about Vine, the company’s mobile video service, in response to a clip that included a Sesame Street character.

“Vine constitutes an offer for smiles!” he wrote, without any mention of the prospectus.

To contact the reporter on this story: Brian Womack in San Francisco at bwomack1@bloomberg.net

To contact the editor responsible for this story: Pui-Wing Tam at ptam13@bloomberg.net


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Companies Mentioned

  • FB
    (Facebook Inc)
    • $77.48 USD
    • -0.44
    • -0.57%
  • TWTR
    (Twitter Inc)
    • $52.11 USD
    • -0.53
    • -1.02%
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