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Mark Zuckerberg Will Never Make It As A Banking Analyst

The best part of this morning’s Journal story about Facebook buying Instagram is clearly Mark Zuckerberg’s valuation approach, which I hope will be taught in future M&A banker training sessions:

Now, however, Mr. [Instagram CEO Kevin] Systrom found himself in Mr. Zuckerberg’s house asking $2 billion for Instagram. Mr. Zuckerberg suggested looking at the value of Instagram as a percentage of the value of Facebook, people familiar with the matter said.

Mr. Zuckerberg, who planned to pay for Instagram mostly with stock, asked Mr. Systrom what he thought Facebook would be worth, the people said. If he believed Facebook would one day be worth as much as a company like Google at $200 billion or more, then the equivalent of 1% of Facebook would be sufficient to meet his price, Mr. Zuckerberg told Mr. Systrom, the people said.

It was as good an argument as any, considering that traditional ways of valuing a company — by its cash flow, or the sum of its parts — are ineffective when that company makes only one product and gives it away free.

“It was as good an argument as any” given that it is a TERRIBLE ARGUMENT. Here it is as best I can make out:
(1) Instagram is worth $2bn
(2) Facebook is worth $100bn
(3) At some point in the future Facebook will be worth $200bn, I guess
(4) Therefore $100bn = $200bn
(5) Therefore $1bn = $2bn
(6) Therefore you should accept $1bn because it’s $2bn

B+ students in those future M&A banker training sessions will object to using a zero discount rate (for equity!) and/or the failure to probability-weight Facebook’s future $200bn valuation; the more advanced may notice that this argument proves that 1 = 2 and is thus a reductio ad absurdum of itself. These numbers are all sort of imaginary anyway so I will concede that this “was as good an argument as any” so long as we recognize that it is also literally the worst argument that it is possible for anyone to make about anything.*

ANYWAY. Blahbitty blah blah Zuckerberg is a terrible evil cowboy who is not only out to ignore his shareholders but also his board and he’s the evillest CEO that ever did CEO. I dunno. I could make the case that focusing on growing the business with smart acquisitions is a better use of CEO time than bopping around the IPO pre-pre-roadshow; I could also make the case that if he got Instagram to swallow the above argument then Zuckerberg is a ninja level negotiator and that’s worth something. And even if you disagree with all that Zuck has to be at worst the second evillest CEO that ever did CEO because Systrom also negotiated without his board and he was selling the whole darn company.

The criticism of Zuckerberg slighting his board is probably even less compelling than the criticism of him slighting his prospective future shareholders. Those future shareholders after all in theory have something that he wants, viz. their money, though he doesn’t seem to want it all that much. The board are just his employees as the majority shareholder (while also being his employers as CEO, circle of life), so the fact that they were “told, not consulted” seems about right. If they’d said no he could I suppose have fired them.**

Still this does seem like a romantic last bit of freedom before being subjected to the … relentless pointless nagging of the public markets. Zuckerberg didn’t do this deal without input from his board and (current) shareholders because he hates them; he did it that way because he knows them and shares an understanding of Facebook’s strategy with them. They’re his VCs and employees and big investors. Sure if they object to his approach there’s not much they can do about it, but there’s one thing that they could do and don’t, and that’s throw huge public tantrums about how mad they are.

Contrast oh, I don’t know, Citi. Citi’s shareholders really can’t do anything at all about Vikram Pandit’s pay – except very publicly and embarrassingly complain (and maybe file kind of frivolous lawsuits). But they’re doing exactly that. The luxury that Zuckerberg will lose by going public isn’t the freedom to act without consulting his shareholders and directors; it’s the warm fuzzy feeling of confidence that they’re all on the same page. Which is not nothing.

In Facebook Deal, Board Was All But Out of Picture [WSJ]
Did Facebook’s Zuckerberg just have a Van Gorkom moment? [Professor Bainbridge]

* I mean, I kid, it was probably more nuanced than that. Also the Journal is quite right about the inapplicability of other valuation metrics given that Instagram has no revenue; you could argue that while Zuck talked Systrom into believing that 2 = 1, Systrom talked Zuck into believing that 0 = 2, which is twice (?) as impressive.

** Meh, not really, there are voting agreements and charter provisions covering director elections that terminate on IPO so he’s stuck with some of them for a while longer.

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296 Responses to “Mark Zuckerberg Will Never Make It As A Banking Analyst”

  1. RBS M&A BSD says:

    Gonna have to go ahead and disagree with you there Matt. This is a totally sound and valid valuation methodology, we use it in numerous industries, we've found it more suited to our core competencies than say, DCF (which is maddeningly difficult).

    Other than that no concerns except how I'm going to be able to make rent this month.

  2. zuck says:

    If they’d said no he could I suppose have fired them.
    Me talk pretty one day.

  3. Pedantic Guy says:

    "Systrom talked Zuck into believing that 0 = 2, which is twice (?) as impressive."

    No, not twice. 0*2 is still zero. Go with infinitely more impressive next time. Much closer.

    –Kind of being an asshole, but then, look at my name.

  4. Lowly Assistant says:

    This was a great read. Nicely done.

  5. Spanish Zuckerberg says:

    Given the lack of revenues and cash flows, it seems clear that the $2 billion Instagram valuation is also at a future point in time, which makes the entire article worthless

  6. Cincinnatus C. says:

    the value dictated by the 'market' was $1 billion. that's your comp right there. obviously all of Instagram's assets are intangible.

    the true value to Facebook is the cost savings of not having to create from scratch an identical software that would be organically Facebook's.

    • guest says:

      and, with all of facebook's already-implemented infrastructure, that cost would have been >$1bn? you clearly work nowhere near tech

  7. Pastiche says:

    For a billion bucks' worth of stock Facebook got Instagram with 100% certainty, and no competitor got it, also with 100% certainty. Facebook will waste no effort trying to replicate Instagram but competitors will have to, and most, maybe all, will end up wasting 100% of their time and money. This raises Facebook's prestige as an acquirer and widens the moat for everybody else who wants to be taken out – they're gonna want to wait until Facebook has had its look. I think this was a good deal for Zuckerberg even if he paid 15-20% too much for the company.

  8. P. Falcone says:

    You don't say.

    I'm looking fwd to Matt's next valuation article, 'Do your M&A on eBay!'

  9. Wealth says:

    Matt Levine Will Never Make It As A F500 CEO

    No idea of value or strategy. End. Of.

    Zuckerberg has produced more wealth than the M&A industry in the past 20 years.

  10. Guest says:

    Would you say your argument is "Levine must merge with Zuckerberg in order to survive"?

  11. UFO says:

    Matt, let me put this in perspective for you: a guy who built a multibillion dollar company FROM NOTHING has no use for shareholders, the board, Wall Street or it's financing, or anyone's opinion beyond satisfying some legal technicality requiring him to register everything he built. He may even take the company private again when those standars are revised. Zuckerberg has about as much appreciation or use for any of that as a dog has for the license on its collar.

    Go put your thinking cap on and ponder that

    • VonSloneker says:

      A fine piece of jockeying…

      – Jock Riding Connossieur

    • Guest says:

      You forgot to say "He could buy the Phoenix Club and turn it into his personal ping pong room" but other than that you pretty much have the idea.

    • PermaGuestII says:

      You realize he's not the first person to build a multi-billion dollar company "from nothing," right?

      You also realize the current VC investors are likely going to cash out in the IPO but the next round of public investors may not be so indulgent if the business doesn't keep growing– and can make a hell of a lot of a fuss even if Zuck holds >50% of the shares outstanding?

    • BuySide says:

      My boss built a multi-billion F500 firm 'from nothing,' and he thinks FB is laughably overvalued.

      So go suck on an Old French whore's twat.

  12. Zuck says:

    screw you dick wads. come talk to me when you're worth billions.

  13. --- says:

    I think the real benefit in acquiring Instagram is preventing someone else from acquiring it (i.e. Google trying to turn Google+ into less of a graveyard). Apparently, people spend a vast majority of their time of Facebook looking at pictures…pictures are the future…bla bla bla…Instagram makes sense? I am highly sceptical of the whole thing, but then again I never though anyone would value FB at $100B, so what the fuck do I know…

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  70. yup says:

    Instagram – ad free, full of users who turned away from facebook to share photos, 30+ mil users on the iphone alone (# should skyrocket with android app intro), and everyone/everything looks better in washed out, somewhat fuzzy photos.

    Facebook – rather than build out a competitor, they bought the leader. iphone photography is the future (look at flickr's upload stats) and instagram was crushing fb.

    Monetize the shit out of the ads thanks to the new user base in Q4 while everyone is snapping photos of grandma's turkey and Christmas tree.

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  80. Guestest says:

    (3) At some point in the future Facebook will be worth $200bn, I guess
    (4) Therefore $100bn = $200bn
    ————–
    I do not see how you got that from Mark Z's argument.

    Mark Z's argument says:
    (1) Facebook is worth $100bn
    (2) At some point in the future Facebook will be worth $200bn, I guess.
    (3) Hence holding a 1% in stock is equivalent to getting $2 bn soon.

    Its just a negotiation tactic to beat the price down, not a lesson in valuations.

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  113. financialblathers says:

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    But again, Facebook seem to have to much money in their coffers… so why not waste it on some nice trendy company acquisitions.

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