Here is a detail from the Wall Street Journal’s article today about how Morgan Stanley tech banker Michael Grimes excluded the other underwriters from having much of an active role in managing and pricing the Facebook IPO and I cannot stand how good it is:
A page of his pitch book to other companies,* which he calls the “Driver/Navigator Model,” shows a black sports car. A company about to go public, the pitch reads, must choose between a “single driver [who] operates the steering wheel, gas, brake and clutch,” or the “two driver model, where the car literally has an extra steering wheel, gas, brake pedals and clutch for a second driver.” Morgan Stanley, the pitch says, “favors the sole bookrunner approach.”
Imagine being persuaded by that! You could construct a hierarchy of pitchbook pages based on how persuasive they’d be to a rational person; I’m the sort of person who tends to find tables of numbers most compelling, followed by charts (I know, I know), followed by functional diagrams of functional things (“we put the mortgages in this green box, and then sell them to this red box”), followed I guess by pages of texty bullet points, followed last of all by METAPHORICAL CLIP ART.** Read more »
Remember Facebook? Last night it filed an amended S-1 for its IPO including a bunch of contracts. Those contracts were so boring and bog-standard that … well, this:
SharesPost Financial Corporation completed its auction of 150,000 shares of the Class B Common Stock of Facebook, Inc. on February 8, 2012. A clearing price of $44.00 per share was established at the auction.
Using the 2.33bn shares implied by the “pro forma diluted share count” in its prospectus, that gets you about a $103bn pre-money valuation, or up about $10bn from this time last week. Assuming a constant price/Likes multiple, which is I assume how social networks are valued, that must mean that Facebook is approaching 3 billion “likes” per day.
The fact that you can get, um, weekly market prints for Facebook means that it is in a weird place for a private company, with a certain amount of liquidity and price transparency provided by private marketplaces. Investors who want to get out can, and accredited investors who want to get in also more or less can. So some think that FB is in essence already public, with most of the trappings of public trading for everyone but non-accredited retail shlubs. This is a good example of why that’s not necessarily so. Read more »
I started out not really caring about the Facebook IPO except as part of a vague stunt-driven desire to get some shares so I could tell you all that I’d gotten some shares. I now think that that plan was foolish, though I look forward to telling you how I was fleeced by retail brokers who pretended that they’d get me some shares. But as someone with a pretty meh reaction to good corporate governance, I’ve developed a certain fondness over the past, um, six days, for Facebook’s terrible corporate governance, which is laid out in a section of the IPO prospectus – right after the Hacker Way – titled “I’m CEO, bitch,”* and which involves Mark Zuckerberg controlling all decisions for the rest of his natural life and any cryogenic extension thereof.
“We are in fact in the beginning stages of engagement with Facebook” over governance issues, Ricardo Duran, a spokesman for the pension fund, said in an interview. “We are planning to send them a letter.”
One thing about Facebook is that Facebook doesn’t need the money that Facebook is raising in the Facebook IPO that Facebook just filed. (Did you hear?) It’s got almost $4bn in the bank and it can’t even be bothered to pretend that it’s got any plans for what to do with more:
The principal purposes of our initial public offering are to create a public market for our Class A common stock and thereby enable future access to the public equity markets by us and our employees, obtain additional capital, and facilitate an orderly distribution of shares for the selling stockholders. We intend to use the net proceeds to us from our initial public offering for working capital and other general corporate purposes; however, we do not currently have any specific uses of the net proceeds planned.
And while the selling shareholders undoubtedly will be happy to be able to sell in the open market, they can kind of do that now, with robust SharesPost and SecondMarket trading at high-eleven-figure valuations. Basically Facebook is IPOing because it’s got so many shareholders that it is legally required to register so might as well raise a few yards of rainy-day money while it’s at it.
When that’s your posture – and, to be fair, when people are beating down your door to buy your stock – you can be pretty, pretty cavalier with shareholder rights. What that means here is a two-class share structure (insiders get 10 votes per share, the public gets 1 vote), a board of directors that is not required to be independent, and Mark Zuckerberg controlling 57% of the voting power of the shares (while only owning 28%) via really quite all-encompassing voting agreements with current investors, some of which last until he dies. If your theory of public corporations is “they should be controlled by and for the benefit of the public shareholders,” this may trouble you. If your theory is “I’d follow Mark Zuckerberg anywhere,” then, carry on.
As the users of Mark Zuckerberg’s poking machine among us can attest, there are many things you can expect from your Facebook friends. You can expect that they’ll keep you abreast of every insignificant moment of their entire lives. You can expect that they’ll post public affirmations about being “stronger than this” following a break-up or a shitty lunch. You can expect that, when taking a trip, they’ll let you know the flight number, when they’re on the way to the airport, going through security, sitting at the gate**, waiting to take off, defying the request to power down their phone, losing said battle, touching down on the runway, waiting for their bags and still thinking about the person across the aisle who gave them a weird vibe. You can expect that they’ll upload countless photos of their trip with at least one set devoted to posing (alone) on the beach like they’re shooting the god damn Sports Illustrated swimsuit edition, having forced their travel companion to play photog. You can expect that they’ll assume you want to be friends with their household pet. You can expect that they’ll ask you to send positive thoughts into the universe when said pet when it comes down with a common cold.
As a card-carrying member of Facebook, UBS trader Kweku Adoboli was aware of the social contract one enters when becoming friends with people on the ‘book and held up his end of the bargain, dutifully ‘liking’ the status messages of friends forced to sit through 30-minute delays at Heathrow and keeping his fingers crossed that Mr. Fluffernutterbigglesworthjosecanseconiner would recover soon. Which is why it must have stung pretty badly when, after all he’s done for his so-called friends, they couldn’t toss him one bone and help him out of a tight spot. Read more »
There was lots of chatter this morning about the possibility that Microsoft is negotiating to buy Yahoo‘s search business. But the latest rumor is sure to set the internet ablaze with speculation–people are saying that after inking the deal with Yahoo, Microsoft will turn around and buy internet favorite Facebook.
“What a move this makes. Yahoo gets everyone off their back, Microsoft gets a credible position in search, and buys Facebook to compete with Google,” Furrier.org writes. “The price about $45 billion.” Silicon Valley Rumor: Microsoft to Buy Yahoo Search and Then Facebook [Furrier.org]
We at my apartment (so me and Marissa) have heard that the invasion of employee privacy by Wall Street firms has taken a bold step forward: hacking into employee Facebook accounts. According to a sometimes reliable, sometimes not source, the human relations department at a certain investment bank has been using creative technology to get into the profiles of current (and prospective) minions, to monitor their off (and on) the clock activities. This is bull shit and I’ll tell you why: it would be one thing, if you and those with the power to get you fired willingly entered into a Facebook friendship, thereby granting them full-access to see what’s a-poppin’ in your personal life whenever they pleased. But this means that someone who doesn’t even have the bedside manner to ask “You wanna do this” first, or worse, someone whose online friendship you’ve formally said no thanks to, can see that you’ve added “Boiler Room” to your favorite movies (sheep) and changed your status from “Billy is working at Bear Stearns” to “Billy is getting a public citation for having relieved himself on the sidewalk in front of Bear Stearns which he wouldn’t have had to do in the first place if those FUCKS hadn’t fired him.” Anyway, try and guess which firm we’re talking about via Facebook message (thereby granting me access to see your profile for one week even if we’re not friends) and I will respond shortly.