Welcome to the Counterparties email. The sign-up page is here, it’s just a matter of checking a box if you’re already registered on the Reuters website. Send suggestions, story tips and complaints to Counterparties.Reuters@gmail.com. After a series of coy comments stretching back to December, yesterday Twitter announced it had filed for an initial public offering. We know this because the company tweeted so, not because the registration documents, or the company’s financial disclosures, are publicly available.
Under the the JOBS Act that President Obama signed into law on April 2012, Twitter’s IPO documents don’t need to be made public until 21 days before the company starts meeting with potential investors.
The filing is not, as it has been variously described, a secret IPO. It’s more of a confidential negotiation process, made possible by the JOBS Act. Matt Levine points out that during Twitter’s extra-quiet period, the SEC can request changes to the company’s filings, which should in theory mean fewer last minute addendums to its prospectus.
Groupon’s founding CEO Andrew Mason pointed out that a little less public scrutiny won’t necessarily mean worse information for investors:
Confidential S1s? But what could be wrong with releasing 100s of pages of new financial and strategic co. info to the Internet while gagged?