The casino and resort giant sold 1,811,313 shares of its common stock at $9.00 per share to raise gross proceeds of about $16 million before fees and discounts.  Keep in mind that this is the Harrah’s-Caesars deal which was a $15 billion buyout back at the peak of private equity.

$16 million… $15 billion… $28 billion.  Whatever it boils down to…  The figure we were counting on was up to $223.4 million in additional stock, the overwhelming majority of which would be coming from private equity owners. Apollo Global Management, LLC (NYSE: APO) is not even reacting positively to the news with a 0.8% drop down to $14.97 so far today, probably because it is not selling shares.  Paulson & Co. has the right to sell along with affiliated groups of Goldman Sachs Group Inc. (NYSE: GS).

Even a $500 million offering could have set the pace for up to a decade for all of the backers to exit their positions.

The reason that the company chose this model is likely to keep an initial higher value for a limited share float.  That establishes a fair market value that is probably higher than if the firms all sold shares in a huge offering for the market to absorb.  It allows private equity firms to liquidate in batches and it also gives those private equity firms an ability to peg a true market value to the shares rather than a theoretical value of the shares based solely upon other casino stock values.

Our take: The private equity firms should dismantled the assets into separate companies and sold them off or brought them public as smaller casino properties.

In some manner of speaking, this is far less transparent than exactly the ‘unlocking of Singapore and Macau’ values from Wynn Resorts, Limited (NASDAQ: WYNN) and Las Vegas Sands Corporation (NYSE: LVS).

Does us calling it a sham of an IPO mean that it will flop?  Not at all.  As we are publishing this, the value is up 50% from the $9.00 pricing at $13.70 on almost 3.9 million shares.  With such a low float, who knows how high it could go.  Still, if you are a ‘widows and orphans’ investor you probably better look elsewhere.

At least this IPO did not launch on the Ides of March.

JON C. OGG

Jon Marino of PEHub.com noted that P.E. firms are hiring and referenced a follow-up report for BDO USA’s third annual private equity “PErspective” report… 57% of private equity executives increased professional staffing and 62% plan to hire again this year.  This is a complete reversal from the layoff waves of prior years.  Here is more detail from that report.

Whether you like millionaires or billionaires or hate them, the one aspect that is so unfairly portrayed about companies bought by private equity firms is as follows: Most businesses bought by private equity firms need to be turned around or need to be run better.  Sure, they get leveraged up and they scrap inefficient operations.  The dirty secret that private equity firms are not defending enough is that many of these companies would have headed for bankruptcy in the long-term if they had not stepped in.  If that results in a liquidation rather than a pure bankruptcy, guess how many jobs get lost at those companies… all of them, rather than some.

The business sector is not just a one-way street.  Companies hire workers in good times and most fire in bad times.  We even ran our own 2011 Layoff Kings.

JON C. OGG

While Facebook has said that it is choosing the “FB” stock ticker, it did not specify whether or not the NYSE or NASDAQ would get the listing.  Keep in mind that Mark Zuckerberg is where the buck stops if you evaluate the share structure.

Be advised that there is a dual-class of stock with A shares and B shares.  Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock.

The underwriting group is as follows: lead book-runners are Morgan Stanley, J.P. Morgan, and Goldman Sachs; co-managers are BofA/Merrill Lynch, Barclays Capital, and Allen & Company.

BASIC STATS:

• 845 million monthly active users,
• 2.7 billion likes and comments per day,
• 250 million photos uploaded per day,
• and 100 billion friendships.
• The company also has 483 million daily active users.
• It also had roughly 3200 employees as of December 31.

Microsoft Corporation (NASDAQ: MSFT) is listed as a competitor and it is an owner, while Google Inc. (NASDAQ: GOOG) is not an owner and is listed as a key competitor.  Twitter is competitor.  As a reminder, GSV Capital Corporation (NASDAQ: GSVC) is an owner of stock as well.  Interpublic Group of Companies, Inc. (NYSE: IPG) still owns a small stake as well.

We are now finally getting to see at least some of the preliminary figures from Facebook to use for financial analysis:

• 2009 revenues $777M, $122M net income for shareholders;
• 2010 revenues $1.974B, $372M net income for shareholders;
• 2011 revenues $3.711B, $668M net income for shareholders.
• The company’s cash and marketable securities at the end of 2011 was $3.908 billion.

Zynga Inc. (NASDAQ: ZNGA) accounted for about 12% of 2011 total revenues for Facebook.

Mark Zuckerberg owns 28.4% of the total voting power, but he has a proxy over insider shares that gives him 56.9% of the total voting power.  Other big holders are James Breyer at 11.4% and Peter A. Thiel at 2.5%.  Large Class B share holders (1 million or more shares) are Sheryl Sandberg, David Ebersman, Mike Schroepfer. Theodore Ullyor, Marc Andreesson…

T. Rowe Price Associates, Inc. (NASDAQ: TROW) owns over 6 million class A shares and affiliates of Goldman Sachs Group Inc. (NYSE: GS) own over 65.9 million Class A shares.

As of December 31, 2011 there were outstanding:

• 117,097,143 shares of our Class A common stock held by approximately 110 stockholders;
• 1,758,902,390 shares of our Class B common stock held by approximately 1,070 stockholders;
• 258,539,434 shares issuable upon exercise of outstanding stock options;
• 378,772,184 shares subject to outstanding restricted stock units (RSUs).

RISK FACTORS AS FOLLOWS:

• “If we fail to retain existing users or add new users, or if our users decrease their level of engagement with Facebook, our revenue, financial results, and business may be significantly harmed;”
• “We generate a substantial majority of our revenue from advertising. The loss of advertisers, or reduction in spending by advertisers with Facebook, could seriously harm our business;”
• “Growth in use of Facebook through our mobile products, where we do not currently display ads, as a substitute for use on personal computers may negatively affect our revenue and financial results;”
• “Facebook user growth and engagement on mobile devices depend upon effective operation with mobile operating systems, networks, and standards that we do not control;”
• “We may not be successful in our efforts to grow and further monetize the Facebook Platform;”
• “Our business is highly competitive, and competition presents an ongoing threat to the success of our business;”
• “Improper access to or disclosure of our users’ information could harm our reputation and adversely affect our business;”
• “Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could harm our business;”
• “Our CEO has control over key decision making as a result of his control of a majority of our voting stock;”
• “The loss of Mark Zuckerberg, Sheryl K. Sandberg, or other key personnel could harm our business;”
• “We anticipate that we will expend substantial funds in connection with tax withholding and remittance obligations related to the initial settlement of our restricted stock units (RSUs) approximately six months following our initial public offering;”
• “The market price of our Class A common stock may be volatile or may decline, and you may not be able to resell your shares at or above the initial public offering price;”
• “Substantial blocks of our total outstanding shares may be sold into the market as “lock-up” periods end, as further described in “Shares Eligible for Future Sale.” If there are substantial sales of shares of our common stock, the price of our Class A common stock could decline.”

Again, the Top 17 IPOs to Watch in 2012 is here.

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The full S-1 SEC FILING is here.  PS… The traffic to the SEC.gov website was severely limited for almost an hour due to excessive traffic flooding the site due to readers wanting to read the Facebook S-1.

The guidance on January 5 was victim of soft sales in the first two months of the quarter generating slightly negative same-store sales for its fourth quarter with non-GAAP earnings coming in a range of $0.65 to $0.70 earnings per share.

Our thesis was simple” For new investors, this is not a fourth quarter story.  This is not a story of guidance for the current quarter, and it may not even be a story of strong results in 2012… Ron Johnson is set to transform the look and feel of this company entirely.”

Penney’s shares at the time of our call were down over 6% on that day at $32.75.  The problem now, if there is a problem, is that the new concept unveiling and the leaner retail worker structure has met a guidance presentation all in one week.

A gain of 15% to $39.48 on Thursday now has shares up 20%.  Why is this a problem?  The consensus analyst target is down under $34.00 and the 52-week trading range is $23.44 to $41.00.  It was known that Ron Johnson was going to use his Apple magic to transform the company.  It was known that he was going to have the presentations.

A 20% gain in three weeks is generally a gift no matter how you cut it.  Even if analysts raise their price target objectives substantially, at a minimum we would only look to enter on a pullback now.  Taking at least some profit at this point would not hurt anyone even if it is only on part of the position.

JON C. OGG

We covered the short interest changes for the January 13 settlement date and compared them to the December 30 short interest data and added in other color if applicable.

Alcatel Lucent S.A. (NYSE: ALU) rose to 22.54 million shares from over 18.2 million for a gain of almost 24%.

Bank of America (NYSE: BAC) rose 18.5% to 186.1 million from over 157 million at the end of December.

Dendreon Corporation (NASDAQ: DNDN) saw nearly a 6% gain to 34.76 million shares in the short interest to its highest level in a year.

Diamond Foods, Inc. (NASDAQ: DMND) saw a gain of 12% to 10.46 million shares during its time of accounting woes, but this is still not as large as in OCT/NOV-2011.

First Solar, Inc. (NASDAQ: FSLR) was down only marginally.  The solar leader (and whipping boy) was down again to 18.04 million shares from a reading of 18.7 million at the end of 2011. Be advised that this was FIVE STRAIGHT lower readings in the short interest.

Ford Motor Co. (NYSE: F) was up by 14.7% to 147.1 million.

Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) remains a battleground stock and the uptick was less than 1% to 26.489 million shares in the short interest.  That is still down about 10% from last year’s peak.

Human Genome Sciences, Inc. (NASDAQ: HGSI) posted another rise in the short interest to a new year record of over 32.2 million shares in the short interest.  So much for loving the lupus drug.

LinkedIn Corporation (NYSE: LNKD) continues to see rising bets against its stock.  The reading was 6.9 million shares short and that marks EIGHT STRAIGHT gains in the bets against the stock.

Netflix, Inc. (NASDAQ: NFLX) may feel after-the-fact now that earnings are out, but the short interest rose by a sharp 25% to 11.422 million shares.  That is the highest short interest reading since last March.  Today’s gains have to be some short covering.

Research in Motion Limited (NASDAQ: RIMM) has had the vultures circling it for some time but this last short interest reading of 36.6 million was down more than 3% and was actually the lowest short interest reading since the end of last July.  Maybe all the short-sale money has been made since the stock fell about 75%.

Sirius XM Radio Inc. (NASDAQ: SIRI) always has a high short interest due to its low price and controversial stock… What is interesting is that the gain was not even 2% in short shares to 305 million BUT… That is the highest short interest since the end of last May.

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Because we have covered this merger and because we cover financial news, we receive many emails on this topic.  While we have received little to no great emails on how the merger will benefit the public, we have received ample emails from industry watch groups and public outreach groups which have stated their opposition to this merger.  Take a look at the headline summaries from MergerInvesting.com and you can see just how much opposition there is compared to support.

The merger arbitrage spread in this deal today is right at 13% when other normal mergers carry traditional merger arbitrage spreads of 1% to 4%.  Part of the arbitrage is because Express Scripts has offered to buy Medco in cash and stock, but there is a serious degree of approval uncertainty priced in here. 

With a deal that is not expected to receive approvals until the first or second quarter (if then), it sure seems as though the merger-arb community is not overly convinced that this merger will go through.  If the deal does go through, there could be many divestitures or asset sales which are required.

One institutional broker who covers some merger-arbitrage and index-arbitrage accounts gave a bit of a funny quote here when we asked for feedback.  His answer, from one of his clients, about whether or not the merger would be allowed was simply “Give me one second, there is no easy answer.”

The Department of Justice noted as far back as September of 2011 that this merger was going to face an extended review period.  Medco holders will own about 41% of the combined interest after this merger, if it is approved.

The company with the highest degree of flux before and after this deal could be Catalyst Health Solutions, Inc (NASDAQ: CHSI) with a market cap of under $3 billion.  Much of the public (and investing public) is not even aware of it under the name Catalyst Rx.

There is one interesting merger ETF to consider in arbitrage.  It is the IQ Merger Arbitrage ETF (NYSE: MNA).  Unfortunately, it is very thin trading volume.

Keep in mind that there are no assurances that the DOJ, the FTC, nor other agencies will actually try to block this acquisition.  There are no assurances of approval either.  A chart of the spreads from Bloomberg has been shown below.

JON C. OGG

Shares had risen from under $26 to over $35 based upon Ron Johnson’s taking the helm.  Prior to that, J.C. Penney had been somewhat on life support compared to Macy’s Inc. (NYSE: M) and Saks Inc. (NYSE: SKS).  It did manage to do better than Kohl’s Corporation (NYSE: KSS).

The retail chain posted December same-store sales of 0.3% versus an expected drop of -0.1%.  Last year the company posted a same-store sales increase of 3.7%.  The outlook is as follows: “Due to the softer sales performance during the first two months of the quarter, the Company now anticipates that comparable store sales for the fourth quarter will be down slightly to last year. Earnings before one-time items identified below, are now expected to be in the range of $0.65 to $0.70 per share on a non-GAAP basis, reflecting lower sales and higher markdown activity than anticipated throughout the quarter.”  The consensus estimate had been $1.08 EPS.

Investors who missed getting in on this one may look at the news with a smile because it at least allows them a closer chance of getting in on a transformation in the making. Ron Johnson, the brains behind the retail effort of the hugely successful stores of Apple Inc. (NASDAQ: AAPL), has taken over as CEO.  For new investors, this is not a fourth quarter story.  This is not a story of guidance for the current quarter, and it may not even be a story of strong results in 2012. 

Ron Johnson is set to transform the look and feel of this company entirely.  The company has already signed a deal with Martha Stewart Living Omnimedia Inc. (NYSE: MSO) for branded merchandise for years ahead.  Johnson is going to unveil his new store design later this month (January 25) and here is a photo of the invite that was sent to me last night:

Penney’s shares are down about 6.2% at $32.75 and the 52-week range is $23.44 to $41.00.  This drop still only gets the stock back down to the prior consensus price target of $32.31 from Thomson Reuters.  Unfortunately, this turnaround story is not cheap against other retailers on a forward earnings valuation.  That happens to be the case in many turnarounds as investors sometimes pay a premium to get in line.

New investors and those on the sidelines may hope that the stock gets back into the high $20′s.  That may happen and it may not.  When you consider that Ron Johnson is likely going to revamp the company from the ground up and give a major facelift to bring the Apple-cool through the doors and when you consider that Apple’s playbook has been to “underpromise and over-deliver,” this drop may be a blessing for new and interested investors.

The good news is that the stock also offers stock options so investors van hedge their turnaround bets rather easily.  Options expire on January 20, 2012, but the February options make it easy to invest with providing downside protection of about only 5% risk in the next six weeks.  For a turnaround story under a great new retail leader, that might be a gift.

The other side of the coin is simple, even if hard to consider: What if Ron Johnson flops?  It is easy to argue that clothing, accessories and household products have no catalyst like Apple did a decade ago.

Stay tuned.

JON C. OGG

There was speculation over whether or not Corzine would testify in front of a Congressional hearing next week.  He had previously only been “invited” to attend the hearing.  Now Corzine has to appear because of a subpoena.  Customers, investors and creditors are not likely to learn anything new about the demise of MF Global nor how Corzine pushed the limits off the cliff in betting the firm’s assets. It seems crazy that the trades that blew up the firm were leveraged bets on Italian sovereign debt, but the potential theft of customer funds is where this really becomes lunacy.

Corzine has already lawyered-up for civil suit protection and we’d put the odds that he will “Plead the Fifth” at 99.9%.  After all, it would be in his best interest unless he can somehow claim that this whole implosion was just a misunderstanding.  The odds of that ‘unless’ factor: zero.

Investors need to know and understand one thing about the ramifications if the “Where are the customer funds?” question is not answered and if the customers are not made whole here.  Customer funds are supposed to sacred as “Seg Funds” and are not supposed to be commingled to support a firm’s trading or operating expenses.

With the manner in which these repos were handled and with the math not adding up (is it $600 million missing, or is it $1.2 billion?), the ramifications of tomorrow are awful. They are bloody awful.  Imagine if this happened at a “too big to fail” institution and millions of customers are suddenly told “we do not know where you client funds are and you cannot close out or hedge any of your positions.”

A report from Managed Futures Today outlines the segregation process about segregated funds of futures trading accounts and Futures Clearing Merchants.  Even in the REFCO bankruptcy, customers were treated better than they have been in this MF Global implosion.  That report noted, “In 2005, Refco Inc. and 23 of its unregulated subsidiaries filed for Chapter 11 bankruptcy protection. However, Refco’s regulated subsidiaries (where customers’ futures trading and managed futures accounts resided) were unaffected and customers were able to continue trading and managing their accounts.”

Frankly, if it turns out that the customer funds are truly at risk then the regulators need to be responsible here.  Criminal filings also better come if the customer funds are missing, because it will be no different from robbery.  The fact that customers not only couldn’t access their funds but also could not hedge or close positions is a tragedy already.  If those funds and positions are allowed to be held by the trustees and bankruptcy attorneys, it could be years before this gets sorted out.  Who really wins in bankruptcy?  The lawyers, of course.

Imagine what can happen if a firm can just magically declare bankruptcy and then says that its customer segregated funds accounts do not add up.  It would be a license to steal and the millions and millions of dollars (actually billions and billions) would be large enough that many managers who are supposed to have a fiduciary duty might be willing to risk prison.

This all sounds pretty extreme, but the problem is that each new case can set a legal precedent as the new basis for future case law.  Ask your self this one simple question… What if your customer funds are not really safe and protected?

JON C. OGG

Jefferies has taken more aggressive steps to thwart the negative news flow than other firms have, but so far it seems that all “facts” are being taken as fiction.  Management has now released detailed data yet again outlining its exposure to weak spots in Europe to try to thwart the efforts of a short selling group.  This starts out “We are writing so that every one of our key constituencies receive the facts and reality directly from us, instead of being misled by half-truths, false rumors and lies being disseminated with malice by a group whose interests are absolutely opposed to yours and ours…”  The firm tries to address every concern out there in that letter.

Jefferies is buying their own paper when and where it can: “As an aside, we note that we repurchased $50 million of our 2012 bonds in the past few weeks and over time, as part of our announced 20 million share-buyback program, about 5 million shares of Jefferies common stock in the open market.”

Regulators make brokers, traders, fiduciaries, and managers record and store instant messages, phone calls, and instant messengers for a reason and that reason is presumably not to just keep these firms buying up more and more data space in storage farms.  If everything that Jefferies is putting out is true, shouldn’t Jefferies be out suing the malicious group(s) AND demanding that regulators conduct an instant crackdown by skimming every instant message, email, and phone call that revolves around every short sale in Jefferies?

Short selling in general is not a bad thing.  Still, it is one aspect of the market that many investors consider a dirty trick or a shell game, but it has many positive effects as far as the overall market is concerned.  The problem is when short sellers attack and then get to become activists against a company.  Disseminate bad information to keep pushing a bet against a company is one thing, but if it is proven to be false and malicious it crosses the line.  At some point, the definition of freedom of speech becomes no different from yelling “Fire!” in a crowded theater.

Jefferies was down 2% and more a while ago and shares are currently down 0.2% at $10.14.  The stock hit a low of $9.60 earlier today and the 52-week trading range is $9.50 to $27.12.

It seems unreasonable that any of the large trading houses would demand that clients who want to hold Jefferies shares make the designation that their shares cannot be borrowed and also demand that the Jefferies shares not be held in “Street Name” as most shares are.  That might act as a buffer to prevent short selling a bit more, and perhaps Jefferies could try to make it more expensive to borrow the stock.  We were told by one trader that the cost is 275 basis points for a borrow, which is no barrier to shorting the stock if someone with deep pockets believes that an implosion or close to it is further heading toward Jefferies.

Jefferies was above $16.00 in August and shares were again under $10.00 earlier today.  We will ask this pointed question, but it is assuming that Jefferies is not selectively eliminating all of the bad things that it is being accused of… If regulators cannot prevent an unwarranted ‘run on the bank’ in the midst of this regulatory climate, what good does it do to just step in with red flags after the fact?

JON C. OGG

We have tracked only the large buyback announcements made this month in the following companies: The Allstate Corporation (NYSE: ALL); American International Group, Inc. (NYSE: AIG); CBS Corporation (NYSE: CBS); Fidelity National Information Services, Inc. (NYSE: FIS); Pfizer Inc. (NYSE: PFE); Reynolds American Inc. (NYSE: RAI); Starbucks Corporation (NASDAQ: SBUX); Sysco Corporation (NYSE: SYY); Thermo Fisher Scientific, Inc. (NYSE: TMO); Viacom, Inc. (NYSE: VIA-B); and Valeant Pharmaceuticals International, Inc. (NYSE: VRX).

As far as how share buybacks in general matter for stocks, you can always play the buyback leaders via the PowerShares Buyback Achievers (NYSE: PKW), and it is almost exactly in the middle of its 52-week trading range.  Those buybacks outlined below do not include the many $150 million, $100 million, and lower buybacks.  The tally all said and done here so far in just the first half of November of 2011: over $27 billion!!!

The Allstate Corporation (NYSE: ALL) is trying to tell shareholders they are in good hands because the announcement over the next 18 months is that it would repurchase up to $1 billion in common stock.  The market cap today is just over $13 billion.

How can American International Group, Inc. (NYSE: AIG) have a share buyback program?  It announced in early November that it would buy back up to $1 billion in stock.  The $43 billion in market cap is one thing, but the amount of shares still owned by Uncle Sam (or taxpayers) is huge.  Actually, maybe this supports the stock value for us all!

CBS Corporation (NYSE: CBS) added to its prior plan and has authorized the repurchase of up to $1.5 billion in stock.  The current market cap is $16.5 billion, so we’ll leave it up to you to decide if this buyout matters or not.

Fidelity National Information Services, Inc. (NYSE: FIS) announced on November 1 that it was approving for up to $500 million in share buybacks over the next two years.  This compares to $7.4 billion in market capitalization.

Pfizer Inc. (NYSE: PFE) recently expanded its buyback program and it is now authorized to repurchase up to $7 billion worth of common stock.  This is a huge amount but it sounds small when you consider a $151 billion market cap.

Reynolds American Inc. (NYSE: RAI) this week announced a $2.5 billion share buyback plan which is good for the next two and a half years.  This is more than 10% of the company’s stock as the market cap is $23 billion.  Institutions own 46% of Reynolds.

Starbucks Corporation (NASDAQ: SBUX) recently added to its prior buyback plan with up to 20 million shares. This is more than $850 million at current prices, which compares to a market cap of $32.5 billion.

Sysco Corporation (NYSE: SYY) recently boosted its dividend but it also announced that it would repurchase up to 20 million shares of common stock.  This represents about $550 million today and its market cap is just over $16 billion.

Thermo Fisher Scientific, Inc. (NYSE: TMO) recently added $750 million to its prior buyback plan and its market capitalization is $18.5 billion.  The company had only $25 million remaining under a prior buyback and the new buyback is over the course of a year because it expires on November 9, 2012.

Viacom, Inc. (NYSE: VIA-B) must want to try to take itself private.  The market cap is just under $25 billion, but the company recently announced with its positive earnings report that it is expanding its buyback to $10 billion.  While this was an expansion of a prior plan, $10 billion is a massive sum.

Valeant Pharmaceuticals International, Inc. (NYSE: VRX) is a bit odd.  While it announced that it would spend up to $1.5 billion repurchasing securities, this was listed as a buyback of stock and/or debt.  Its market cap is $13.25 billion today.

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