My Perspective on Facebook's IPO
Friday, February 3, 2012 at 9:42AM
Over the last several weeks, several of my friends and colleagues have asked me what my thoughts were on Facebook’s announcement that they were going to file for an IPO with the SEC.
On the surface, I had the same thought. Why would Facebook need access to additional capital when they seem to be generating enough working capital on their own through ad sales as well as the revenue from games on Facebook, like Zynga, who reportedly brings in close to a $1 billion in revenue a year, which Facebook gets approximately 30% of.
So I did some thinking, and analysis, and I think I have come up with what one of the main drivers is; the Securities and Exchange Commission (SEC). Stick with me here, I will explain this, and not make this a lesson on corporate finance and capital markets.
So let me set the stage. For firms in the US, most are permitted to sell stock in their company to private investors up to about 500 people, or entities. After that, the SEC and state securities regulators usually require a firm to register as a public company. Which is a costly and length process, and changes the dynamics, and the focus many argue, of the firm.
Instead of innovating, the firm’s managers start to focus on stock price and market capitalization and being making decisions that support the financial knobs behind the scenes to keep those numbers in a favorable light. This process is many times not in alignment of what the firm’s customers want to see, which creates the friction.
Now I take you back to January of 2011. It was big news back then that investment firm Goldman Sachs created what’s known in corporate finance as a special purpose vehicle (SPV). Essentially this “vehicle” allowed Goldman’s high-net worth customers to invest Facebook, more than 500 people or entities I am sure. This, many speculate, allowed Facebook to circumvent the 500 person or entity rule set by the SEC.
Since this SPV was formed last year, the SEC has been evaluating corporate finance rules and equity instruments like SPVs. Many on Wall Street speculate that the SEC is preparing a statement that would require Facebook to disclose their investors and detailed financial statements and essentially register as a public company with the SEC. So, if that is the case, then why not file for an IPO, one that some say is relatively low in terms of valuation, and go through the process formally. This puts a positive spin on a somewhat contentious issue as it relates to the SPV and Facebook’s attempt that potentially circumnavigate SEC rules.
There are many other reasons to file the IPO that are far too complex to cover in this blog post, but at the end of the day, it is going to make a lot of institutions and investors very wealthy, including Mark Zuckerberg himself,, who is estimated to own about 25% of the company.
My biggest fear is that this process is going to be very distracting to Facebook executives as well as the employees. Needless to say, since Facebook is a startup, there are several employees who will profit handsomely from an IPO as well.
I have seen many cases where a firm goes public and it takes its collective eye off the ball; it stops doing the things that got it to the point of where it was pre-ipo. Once a firm goes public, you have a lot less autonomy as an executive team in terms of running the company. You know have investors and Wall Street to answer to. You now have to report your numbers on a quarterly basis, and spend a lot of time talking with Wall Street analysts so that your firm is positioned well on the street and the analysts understand what you marketing strategies are and what the plan for continued revenue growth is.
Needless to say, it looks like Facebook will be going public sometime in the May 2012 time frame. Most of us will only somewhat profit from this event since we are invested in our 401(k) or SEP IRA plans. At the end of the day I hope that Facebook can stay the course and continue doing the things they have done to get them to this point. It will be an interesting ride to watch over the next several years.
Now, excuse me while I go update my Facebook status.
Tom |
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