This shows Indemnification of Directors and Officers, changes to plan-related share issuances, other common stock issuances, a full list of acquisitions, Exhibits and Financial Statement Schedules and more.

The full amended IPO filing is here.

There is no public market for Facebook shares as of yet, so the fallout here should be minimal other than the news reporting about how fast the changes are.

JON C. OGG

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

Enerkem noted in the filing, “We intend to take advantage of the abundant supply of municipal solid waste, or MSW, which we expect to be paid to use as feedstock, to profitably produce cellulosic ethanol, a second-generation biofuel. We believe that our waste-based biofuels provide one of the most advanced solutions to the growing world demand for renewable sources of energy, while also addressing the challenges associated with waste disposal and greenhouse gas, or GHG, emissions.”

The company also noted that its pilot facility in Sherbrooke, Canada has been in operation since 2003 and has a throughput capacity of 4.8 metric tons per day.

Enerkem has applied to list its common shares on the NASDAQ Global Market under the symbol “NRKM” and on the Toronto Stock Exchange under the symbol “NKM.”  Undewriters are as follows: Goldman Sachs, Credit Suisse, and BMO Capital Markets are the only underwriters listed in the prospectus.  See the image below.

JON C. OGG

A fresh filing is one that frankly shows desparation or the agony of defeat.  The combined outfits are worth billions of dollars.  While the total to be sold by Caesars Entertainment Corporation on a continuous basis is listed as being $500 million, the company noted, ” We are selling an aggregate of 1,811,313 shares in this offering. The initial public offering price of our common stock is expected to be between $8.00 and $10.00 per share.”

Wait one second here.  That is about $18.1 million in gross proceeds.  If you look back at the Top IPOs to watch you will be mystified.  The stock will trade on the Nasdaq Global Select Market under the symbol “CZR.”

Caesars has the following underwriters: Credit Suisse; Citigroup; BofA Merrill Lynch; Deutsche Bank Securities; KeyBanc Capital Markets; Lebenthal & Co.; and Ramirez & Co. The underwriters will have a 30-day option to purchase up to 271,697 additional shares from the company at the initial public offering price less underwriting discounts and commissions.

In the amended prospectus, the company does note that the selling shareholders may sell up to $223.4 million in common stock in the offering.  The problem is that the prospectus does not read in the normal way of other prospectus filings. The private equity firms are currently a wild card when it comes to how much may be sold.  Why the private equity owners have not broken Caesars up into bits and pieces is a mystery.  The Harrah’s acquisition is now part of the Caesars group and here is the description (as of September 30, 2011):

owned, operated or managed 52 casinos in 12 U.S. states and seven countries primarily under the Caesars, Harrah’s and Horseshoe brand names and the facilities had an aggregate of approximately three million square feet of gaming space and approximately 42,000 hotel rooms; its Total Rewards customer loyalty program had over 40 million members.

If the private equity companies were to somehow get the maximum sale off of $500 million, it could take a decade or more to exit. Maybe our idea is a silly one.  Maybe this is the private equity value game at work where the private equity firms can use the public market value of a small float for the entire organization without unloading it.  What are the odds?

FULL SEC FILING

JON C. OGG

• Feb 01 traded 125,300 shares and closed at $14.59
• Jan 31 traded 58,300 shares and closed at $14.25
• Jan 30 traded 33,400 shares and closed at $14.28
• Jan 27 traded 16,200 shares and closed at $14.20
• Jan 26 traded 400 shares and closed at $13.50
• Jan 25 traded 1,300 shares and closed at $13.59

We said it before and we will say it again… This ETF owns no shares of Facebook as of yet.  It will have to after the Facebook IPO but it does not now.  Interpublic Group of Companies, Inc. (NYSE: IPG) owns shares but barely rose today.  Affiliates of Goldman Sachs Group Inc. (NYSE: GS) own shares, and Microsoft Corporation (NASDAQ: MSFT) owns shares.  The social media company only has a halo-effect around the theme of social media.

Facebook is and was one of our Top 17 IPOs For 2012, but so was Twitter, Living Social and Yelp.

LinkedIn Corporation (NYSE: LNKD) closed up 6.4% at $76.98 solely on being a rival and Zynga Inc. (NASDAQ: ZNGA) rose 16% to $12.39 due to its being north of 10% of Facebook’s revenues.

What is so funny is that even FriendFinder Networks Inc. (NASDAQ: FFN), the adult-themed social networking site and one of the worst IPOs of modern time, rose solely because of the social media halo.  That gain was 16% to $1.33 against a 52-week range (actually under a year) of $0.51 to $10.01.

The one business development company which does own Facebook shares is GSV Capital Corporation (NASDAQ: GSVC).  Its shares have risen since the impending filing was telegraphed last Friday and the stock rose by over 7% to $18.51 today.

This is called the Halo-effect if there ever was one.

Facebook’s full IPO details are here.

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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JON C. OGG

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.

Read: The Eight Industries the U.S Has Lost to China

For several years, economists have said that China’s GDP growth indicates that its economy will pass that of the U.S. in the next two or three decades. China’s GDP is measured at about $6.5 trillion, now second in the world. America’s GDP is over $15.2 trillion, according to the International Monetary Fund. While China certainly has much catching up to do, the two countries’ rate of GDP growth is also very different. Last year, China’s economy expanded at more than 9%. America’s GDP grew at a little better than 2%.

One reason that China continues to gain so rapidly on the U.S. is the high cost of American labor and manufacturing. In fact, U.S. manufacturing costs have risen so much that they are much higher than in any developed nation with factory capacity. This includes countries like China, Mexico and South Korea — places the U.S. and Japanese companies often contract to do their factory work. The labor price advantage has helped China become the largest steel producer in the world. China is also first place in car manufacturing.

Low labor costs are not the sole reason China has become the single largest provider of many goods. China’s 1.3 billion citizens have become voracious consumers as workers in its manufacturing sector have grown the number of its middle class. China also has decided that it is often financially better to provide its own raw material for its factories — items like cotton — than it is to import such items from overseas.

24/7 Wall St. examined the manufacturing, agricultural and financial businesses in which China has surpassed the U.S. China likely will become the world’s largest economy based on GDP. It certainly has shown that it has the capacity to advance on that position — one large industry at a time.

Here is a link to each summary with much more detail from the wire:

Ares Secondary (ARCC) hits shares
Spirit Airlines (SAVE) insiders unloading stock
A123 (AONE) has a direct share sale
Sequenom (SQNM) needs capital
Boardwalk Pipeline (BWP) Raising Capital
Hercules (HTGC) raising new investment capital
Martin Midstream Partners (MMLP) buying analyst coverage
ZIOPHARM (ZIOP) raising cash
Francesca’s (FRAN) shares held up
Nordic American Tankers (NAT) sells shares for more boat buying

What is funny is that this list is ten companies and it still leaves a few fresh filings out.

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JON C. OGG

Some of the private equity firms which will be watching this offering closely are The Blackstone Group (NYSE: BX) worth $7.4 billion, Kohlberg Kravis Roberts & Co. (NYSE: KKR) worth $3.1 billion, American Capital, Ltd. (NASDAQ: ACAS) worth almost $2.5 billion, Och-Ziff Capital Management Group LLC (NYSE: OZM) worth about $925 million, and Fortress Investment Group LLC (NYSE: FIG) worth about $665 million.  There is also the PowerShares Global Listed Private Equity (NYSE: PSP) ETF that Carlyle will ultimately become a part of when it comes public.

Carlyle is going to list on NASDAQ rather than on the NYSE and it is going to list under the ticker “CG” for its units.  No financial terms have been set for the deal.  The private equity giant has selected J.P. Morgan, Citigroup, and Credit Suisse as the listed book-runners for this IPO.

It is hard to admit that it was hard to ignore that the founders made a combined $413 million in 2011 ahead of this IPO.  The full amended filing is here.

One reason that private equity deals matter to the public right now is because of Mitt Romneys’s roots back to Bain and the current misconceptions about what private equity firms actually do.  While layoffs happen at most private equity buyout targets, many of those businesses were failing to generate profits and many may have eventually folded on their own.  Who are the largest clients of private equity firms?  Usually company and governmental pension funds.

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JON C. OGG

Facebook and its $100 billion valuation, although by far the largest on our list, is just one of many IPO potentials which will be in high demand. A new stock exchange, a host of online media outfits, a giant casino, big name retail, and private equity are all trying trying to have successful IPOs in 2012. You do not have to be an approved Second Market account holder or a venture capitalist to have a stake. Investors in 2012 can invest through business development outfits like GSV Capital Corporation (NASDAQ: GSVC), which owns shares of Facebook and Twitter, and Keating Capital, Inc. (NASDAQ: KIPO). These pre-IPO funds were not available ahead of many of the top 2011 IPOs. There is even the First Trust US IPO Index (NYSE: FPX) fund for investors looking at other investment strategies around IPO investing.

But other than those listed here, there are many other potential IPO candidates waiting in the wings. Among the private equity’s past giant leveraged buyouts are Univision and Clear Channel in media and TXU in power and electricity, which could all be potential IPO candidates if and when the market will accommodate them. Also, such companies as the fashion-deal site called Gilte Groupe, the “Angry Birds” video game maker Rovio, and others are also waiting in the wings with possible IPOs.

24/7 Wall St. has compiled a detailed review of each of the expected top IPOs for 2012. We have included details on the finances, backers, related entities, financial terms, the size of the IPO, and even the underwriting groups.

1.  BATS Global Markets, which was founded in 2005, first filed to become a public company in May of 2011. The company, which started as an alternative to the NYSE for equities trading in Europe and the U.S. is now the third largest equity exchange in America and operates the second largest pan-European multilateral trading facility. As such, this IPO is is a key one for investors of exchanges and trading platforms. BATS plans to raise up to $100 million through the offering. More than 90% of the company’s revenues come from trading U.S. equities. These days it is also a primary listing venue, meaning it can conduct IPOs. The global operator of stock and options markets plans to list its shares on its own exchange rather than the NYSE under the ticker BATS. The offering will have a dual-class share structure and the bankers are listed as Morgan Stanley, Citigroup, and Credit Suisse.

2.  Caesars Entertainment Corporation filed for its IPO in late 2011. This IPO is a holdover from the private equity buyout days when the company tried to go public but later retracted the offering. No exchange was specified nor was a ticker set in the filing. As of September 30, 2011, the company owned or operated 52 casinos in a dozen U.S. states and seven countries under the brand names of Caesars, Harrah’s and Horseshoe with a total gaming space of 3 million square feet and about 42,000 hotel rooms. Caesars Entertainment is what’s left of the massive $9.3 billion buyout by Apollo Global Management, LLC (NYSE: APO) and TPG in 2005. Sales in the first nine months of 2011 were more than $6.6 billion and operating income was was over $600 million, with a net loss after items of $467 million. Private equities and casino operators are paying close attention to this IPO. If the real size of the overall company is too large, perhaps the private equity firms may consider breaking the underlying companies up into separate offerings and utilize a ‘keiretsu’ approach under a network of companies.

Read Also: DJIA 2012 Gain of 12% Projected

3.  The Carlyle Group, L.P. filed to raise up to $100 million in securities in September 2011. As one of the best known names in the world of private equity IPO be one to watch, for investors and other private equity companies. No ticker and no exchange were designated in the filing, but the company named J.P. Morgan, Citi, and Credit Suisse as the lead underwriters. With more than $150 billion in assets under management, this private equity giant is a key player in real assets, global market strategies, and now also in funds of funds after buying a 60% equity interest in AlpInvest. With several private equity companies already publicly traded, Carlyle has been an IPO candidate group for years.