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News & Features Media & Communications $50bn Facebook likely to raise eyebrows at the SEC

$50bn Facebook likely to raise eyebrows at the SEC

Written by Entrepreneur Country on Tuesday, 04 January 2011 09:20
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The New York Times was yesterday reporting $500m in new funding for social networking giant Facebook, reportedly including $450m from the Goldman Sachs Group and $50m from Russian tech investor Digital Sky Technologies. According to the terms of the deal, as seen by the NY Times, this funding would value Facebook at $50bn, more than established giants such as eBay and Dell.

The latest investment is expected to be used by the company to fund the development of new products and increases the possibility that Facebook will continue with recent talent acquisitions. It is also anticipated that the cash will be used to allow employees and early investors to cash in some of their stakes. This news will also increase speculation surrounding an anticipated IPO sometime in 2012. In December, Facebook CEO Mark Zuckerberg was asked in a CBS News "60 Minutes" interview whether Facebook would ever have an IPO. The question got a cagey response of "maybe." The involvement of Goldman Sachs in the newest funding round only serves to further raise speculation that Facebook might float on the stock market.

It is believed that whilst the initial funding announced yesterday will come directly from Goldman's, they are believed to be putting together a Special Purpose Vehicle (SPV), in to which they plan to raise money from their high net worth individual clients. The SPV would then likely buy down some of the Goldman Sachs risk, so ultimately how much exposure to risk Goldman's will have in this transaction is currently unclear.

According to Bob Rice, Tangent Capital Partner General Managing Partner, "this deal could be more about Goldman's cozying up to Facebook for future deals down the road. I expect them to keep less risk than their IPO fee would be".

The New York Times also reports that the US Securities and Exchange Commission (SEC) is again looking at the growth in the private market for trading in companies like Facebook, Twitter, and LinkedIn. Regulators have become increasingly concerned that, with the private market booming, companies are able to circumvent public disclosure requirements by using tools such as an SPV.

These Special Purpose Vehicles are regarded as having changed the game about how to raise investor money and are seen as the key to why so many of the social media start-ups have avoided going public to this stage. The SPV works by avoiding the 500 shareholders limit which requires registration with the SEC and works when for instance a company gets to 450 shareholders, they then create an SPV which counts as 1 shareholder. A company is then able sell off the interest in that SPV to say 500 more shareholders but your shareholders in the underlying entity only goes up by one.

According to Bob Rice the SEC is keeping a close eye on the rise in such transactions and that this is, "such a high profile deal that it is going to force the SEC's hand on how they treat such developments in the secondary market, which has enabled insiders to cash in without the IPO market".

Further scrutiny by the SEC could push Facebook into filing statements, at which point they may as well be public- this may not necessarily be as an IPO but it logical that this will follow, possibly as early as 2012.

Zuckerberg continues to deny there are plans for a flotation, although he has not ruled it out.

Last modified on Thursday, 20 January 2011 18:04
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