Mystery has surrounded Twitter's IPO since it was announced nearly two weeks ago, but perhaps most intriguing is that it filed its papers nearly two months ago and managed to keep it a secret until it decided to tweet the news.
The microblogging service filed its IPO documents with the Securities and Exchange Commission in mid-July, according to AllThingsD's Kara Swisher, who conducted interviews with more than two dozen people familiar with Twitter's IPO process. Made possible by the JOBS Act of 2012, that secrecy is said to have provided the company's board with greater control over the process to reduce investor pressure to sell.
"Like the service, the aim was to make the Twitter IPO as simple as possible," one source told Swisher. "While everyone wants to compare it to trying to avoid the circus around the Facebook IPO, it's really less anti-Facebook than anti-old-Twitter."
The "old" Twitter is associated with a "leaky board, its constant service crashes and its dramatic proclivity to show off all its growing pains in public," Swisher wrote.
When Twitter announced its initial public offering on September 12, it wasn't just the way it made the announcement that raised eyebrows. The company tweeted that it had "confidentially submitted" its IPO documents with the SEC, allowing it to take advantage of a JOBS Act provision that allows companies with sales of less than $1 billion to begin the IPO registration process confidentially.
The approach allows Twitter to go through several rounds of back and forth with the SEC over the wording of its filing in secret, allowing it to present a much cleaner registration when the company formally files to go public. The process allows Twitter to keep a lid on substantial company information, such as data about its customers, revenues, and users.
Sources also told Swisher that the offering could be smaller than many might expect because no major investors are interested in selling into the IPO. In fact, some have expressed interest in purchasing more shares.
"This will surprise people because it will be relatively small in terms of what will be raised, the smallest amount of shares on a percentage basis," said one source.
In another way Twitter might be trying to be un-Facebook-like with its IPO, the company is reportedly leaning toward listing its shares on the New York Stock Exchange, suggesting it wants to avoid the IPO misfortunes suffered by Facebook on Nasdaq. The 7-year-old site is also reportedly mulling a schedule that would get its shares on the public market prior to Thanksgiving.