Zynga Files For Secondary Offering

Zynga, the online social gaming company that went public on December 15, 2011, has filed a registration statement with the SEC to allow certain shareholders to sell up to $400 million of Class A common stock.  According to press reports, the reason for this offering is to mitigate the impact of a large block of shares hitting the market when the IPO lock-up expires.  Typically, underwriters of an IPO require company insiders to agree to not sell their shares for a period of 180 days after the IPO, which is known as the "lock-up" period.  The purpose for this is to allow enough time for the newly public stock price to stabilize over time.  At the time of the lock-up expiration, it is common to see the stock price dip in anticipation of a large block of shares hitting the market.

Interestingly, in Zynga's case, the lock-up period is 165 days rather than the typical 180 days.

My take on this is that the filing is to allow certain venture capital investors to sell their shares in a managed process.  Zynga's venture capital investors include Kleiner Perkins Caufield & Byers, Institutional Venture Partners, Foundry Group, Avalon Ventures and Union Square Ventures. 

Here's Zynga's SEC filing for the secondary offering:  http://www.sec.gov/Archives/edgar/data/1439404/000119312512113668/d312579ds1.htm 

Here's Zynga's prospectus for it's IPO in December (information on the 165 day lock-up is found in the underwriting section):  http://www.sec.gov/Archives/edgar/data/1439404/000119312511343682/d198836d424b4.htm 

Here's a link to the SEC's website discussing IPO lock-up agreements:  
http://www.sec.gov/answers/lockup.htm 

Here are some press reports discussing the offering:
Bloomberg:
http://www.bloomberg.com/news/2012-03-14/zynga-plans-400-million-share-sale-in-secondary-offering.html 
CNET:  
http://news.cnet.com/8301-13506_3-57397067-17/zynga-plans-secondary-offering-to-fend-off-stock-price-drop/ 

Here are links to my prior posts on Zynga: 
http://www.allenlatta.com/1/post/2012/1/zynga-closes-above-ipo-price-finally.html 

http://www.allenlatta.com/1/post/2011/12/zyngas-ipo-performance-an-analysis.html 

http://www.allenlatta.com/1/post/2011/12/zyngas-ipo-on-track-for-next-week.html

http://www.allenlatta.com/1/post/2011/12/zynga-files-ipo-range.html