Facebook is likely to file for an initial public offering (IPO) as early as October or November that could value the popular social networking site at more than a whopping $100 billion. Goldman Sachs is the top candidate to manage the lucrative offering, which could come in the 1st quarter of 2012. Facebook, whose chief operating officer last month called an IPO “inevitable,” made no comment on the report.
The company’s IPO likely would probably be prompted by a section of the 1934 Securities and Exchange Act known as “the 500 rule” At heart, the rule mandates that once a private company has more than 500 investors, it must release quarterly financial information to the Securities and Exchange Commission, just as public companies do. Facebook, which is likely to cross the 500-investor threshold this year, would probably launch a formal IPO in advance of a public-company reporting obligation that would be required next April. Another factor motivating the IPO, according to people familiar with the plans, is Facebook’s wish to increase employee compensation. Early in 2010, Facebook curbed employees’ ability to sell their company shares privately to other investors — a move that may now be prompting employees to quit Facebook so they can monetize their shares. If the company goes public, however, employees will be able to sell their stock on the open market, allowing them to cash in on their holdings.
“Unable to sell their private shares, Facebook employees are growing restless,” according to Kate Kelly at CNBC. “An initial public offering is expected. A factor in the company’s IPO timing is the Securities and Exchange Commission’s requirement that some companies like Facebook must disclose financial information if they have more than 500 private investors.” The IPO speculation and record high valuation is comes on the heels of recent numbers showing declining user-ship in some of Facebook’s leading markets.
Writing in the Wall Street Journal, Shira Ovide says that “Facebook is on track to exceed $2 billion in earnings before interest, taxes, depreciation and amortization for 2011. That’s even higher than the expected 2011 profit circulated in the early part of the year when Goldman Sachs and Russian investment house Digital Sky Technologies invested in Facebook at a $50 billion valuation. If Facebook ends the year with $2 billion in Ebitda, would IPO investors stomach a 50 times trailing multiple valuation? Seems bubble-like. Trust us. Wall Street bankers, lawyers, P.R. mavens, caterers and everyone else are slobbering for a slice of the Facebook IPO magic. Facebook has been meeting with potential bankers that want to shepherd the IPO. Goldman Sachs is thought to have an inside track to lead the IPO thanks to its recent investment in Facebook, but don’t count out big banks such as J.P. Morgan and Morgan Stanley, which have led recent big tech IPOs. Facebook CEO Mark Zuckerberg has been non-committal about an IPO for a long time. As recently as December, Zuckerberg gave his weird deer-in-headlights stare when ’60 Minutes’ asked him whether he would ever push his baby into the public markets. ‘Maybe’ was Zuckerberg’s answer. But momentum is taking over.”
Not so fast, says Fortune magazine’s Dan Primack. According to Primack, “Pay attention to news that Facebook is planning its IPO. But take its proposed valuation with a grain of salt. First, the most recent private trades of Facebook stock came in at around $85 billion, and private trades are meant to be done at a discount to public valuations. LinkedIn shares, for example, traded at $23 per share on the private markets six months before going public at $45 per share. At that velocity, Facebook actually would be valued at $165 billion next January. More importantly, it’s impossible to intelligently speculate on an Internet company valuation 6-10 months out. Will the bubble still be inflating? Will it have popped? Will macro trends have continued their anemic recovery, or double-dipped back down? Facebook is probably immune to the timing issues related to IPO windows, but it does not stand apart from the economy at large. If we experience a massive advertising pullback, for example, then Facebook could take a hit in its largest revenue pot (or at least a growth slowdown). Not saying that will happen, but obviously it could. To me, the only value in today’s ‘$100 billion’ report is in referring back to it when the company has an actual public valuation.”
Tags: 1934 Securities and Exchange Act, CNBC, Digital Sky Technologies, e-G8 forum, Ebitda, Facebook, Goldman Sachs, IPO, JP Morgan, Kate Kelly, LinkedIn, Mark Zuckerberg, Morgan Stanley, News Feed, Securities and Exchange Commission, social networking, The “500” rule, Wall Street