Facebook IPO: $96 Billion Company To Make Its Nasdaq Debut, What's The Worst That Could Happen?

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With the Facebook IPO making its debut in less than one week, analysts and investors are scrambling to claim the best seat in the house.

The social network is expected to make the Internet's largest initial public offering ever recorded at an estimated company valuation of $96 billion.

Projecting such high figures, investors unfamiliar with the IPO market and more familiar with Facebook as a company will most likely be asking themselves -- what's the worst that could happen?

The reality is that it all comes down to timing. And right now, Facebook could make or break the fragile IPO market if it does not trade well once it goes public next week.

If Facebook shows poor post-IPO trading or falls below its IPO price, it would be a disaster for the IPO market, Kathy Smith, a principal at Renaissance Capital, told CNBC.

According to a report from CNBC, which cites Smith as source, the Facebook IPO will most likely not change the dynamics of this year's IPO market, which hasn't been very good, in terms of pricing.

Smith said that despite investors making decent returns, it's most likely a result of the unusually high number of offerings that have been cut in price.

Data from Renaissance Capital, obtained by CNBC, show that 47.1 percent of IPOs this year -- the most in at least a decade -- priced below their offer price.

Facebook, which plans to go public on May 18, has set the price range of $28 to $35 a share, and could raise as much as $13.5 billion, trumping the current largest IPO debut, Google.

Analysts such as David Menlow, president of IPOFinancial.com, expect the Facebook IPO to do extremely well, but believe it won't have much of an impact on future tech companies looking to go public.

It's not going to be a case of 'the tech is back,' Menlow told CNBC. It is clear that substandard financials and fundamentals will be rejected by the market. 

With that being said, given such high expectations, a less than stellar Facebook debut could hurt more than it could help future companies that plan to roll out an IPO.

We need Facebook to do well. Investors are already reluctant to invest in newly public companies -- choosing commodities and bonds instead of equities. Poor performance by Facebook will only add to their list of reasons, Smith said.

The IPO Class of 2012 has delivered positive returns to investors, as an average IPO returned 18.9 percent from its offer price versus 8.6 percent for the S&P 500, according to CNBC, which cites Morningstar.  

On the other hand, returns are slowing down as weakening U.S. stock market conditions persist.

But what Facebook and its future investors really need to consider is that more than one-third of this year's IPOs are already under water.

Among them, this year's biggest listing to date -- private equity firm The Carlyle Group, which on May 9 dropped below the IPO price, a week after its market debut at $22 a share.

While CNBC went on to report that the number of deals priced this year is up 11.9 percent versus a year ago, total proceeds raised are down 42.2 percent.

The number of filings made with the SEC is also down 58.4 percent, CNBC wrote, citing Renaissance Capital data.

One explanation for the low filing is the JOBS Act, according to Smith. Signed into law a month ago, the JOBS Act allows firms to confidentially file with the SEC and not to disclose anything about the company until 21 days before the road show.

We already are seeing interest in companies filing to go public on a confidential basis as well as increased excitement about employing the IPO as opposed to an acquisition, Mark Heesen, president of the National Venture Capital Association, told CNBC.

Leading analysts are even looking in the direction of the equities market to gauge IPO activity for the second half of the year.

Last year we saw the beginnings of a recovering IPO market only to be set back in August when the IPO market essentially closed as the convergence of the U.S. budget impasse, Europe's financial situation, Arab Spring ramifications, and gas price increases all came to bear, Heesen told CNBC.

We remain cognizant that the issues above remain and we need to add the uncertain upcoming U.S. elections.

Despite negative outlooks, Menlow sees a clear runway for Facebook, saying that the market a bit more manageable right now.

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