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Three IPO lessons Twitter should learn from Facebook

The offices of Twitter in San Francisco.

Jeff Chiu/AP

Like it or not, Twitter's stock market debut – when it finally comes – will provide the excuse for the biggest bout of consumer Internet hype since the bungled Facebook Inc. initial public offering. But that doesn't mean it has to end in tears.

Twitter has been talking constantly to potential advisers and underwriters about the arrangements for its IPO for the past year, according to bankers and others who have met the company, often on multiple occasions. So far Twitter hasn't signalled when it will fire the starting gun to set its deal in motion – but it has done the careful preparation to be ready to act at any time, according to these people.

One message the company has hardly been shy about sending is that it wants to do everything it can to avoid the traps that Facebook fell into. That is not so easy when you are on track to be the next Wall Street Internet darling. But there are at least three things Twitter could do to ensure a smoother ride – and happier shareholders.

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The first is to not to delay its IPO too long. Facebook's decision to hold back from the public markets until the last possible minute was seen in Silicon Valley as a triumph; in the perennial tension between West Coast techies and East Coast financiers, it was evidence that Wall Street needed tech more than tech needed Wall Street. To some, it was even a forerunner of a time when tech entrepreneurs would be able to dispense with the public markets altogether.

But scorning Wall Street for so long backfired. By the time it went public, Facebook's stock market value had already inflated to more than $100-billion (U.S.) – a level that made lucky early investors rich but left little upside for the long-term institutional investors that usually look to build holdings after an IPO.

At seven, Twitter is only a year younger than Facebook was when it went public. But it took longer to get serious about making money and its business is at a much earlier stage, leaving more room for upside if things work out.

A second necessity will be to keep a lid on the valuation hype in the runup to going public – something it seems to have done successfully up to now. The emergence of a new form of private secondary market trading fuelled a pre-IPO bubble at Facebook, as illiquidity and hype combined in an upward price spiral.

By brokering periodic deals that let big institutions invest in the company while giving liquidity to its employees, Twitter has avoided some of the dynamic that produced the private market bubble at Facebook, while at the same time setting down valuation markers for other trades.

A deal like this with BlackRock this year valued the company at $9-billion, an increase of 10 per cent from an investment round more than a year before – a very modest rise, given that this was a period in which Twitter's advertising was starting to show real promise.

In the year to June, one Twitter shareholder that reports its stake publicly, GSV Capital, marked up its investment in the company by 15 per cent. That was slightly below the increase for the Nasdaq in the same period. Keeping a lid on the valuation while it is still in the range of $10-billion or so would be an achievement, but might become hard if there is evidence of Twitter's business really taking off.

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Third, and most important, will be to avoid the euphoria around the IPO event itself, along with the volatility caused by speculators hoping to profit from a post-IPO bounce. Facebook misread the level of demand when it priced its own share sale, apparently mistaking bids from opportunists hoping to flip the shares as a sign of "real" underlying demand.

There is one effective way to spike the guns of the speculators, says Lise Buyer, a former Internet analyst who was hired by Google to work on its own IPO nearly a decade ago: Promise from the outset to organize the share sale as an auction. That way, investors know they may be held to their highest offer, with no superior bids left once trading starts.

In practice, an auction still leaves all the power in the hands of the company to set the final IPO price. Google didn't pick the highest clearing price it could have for its own share auction in 2004, leaving room for the stock to rise by 15 per cent on the first day. Its market debut may have been blighted by other mistakes, but the slips were quickly forgotten as the shares started a long and steady climb.

For Twitter, getting the price right is about more than keeping Wall Street happy. Facebook's share price has finally rebounded, but the stock slide robbed the company of an important morale booster and retention tool for employees at a critical stage.

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