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Charles Gasparino

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Why I'll Be Sitting Out the Facebook IPO

Posted: 05/08/2012 6:55 pm

Wall Street bankers said Mark Zuckerberg wasn't going to show up in New York on Monday, the first leg of the "road show," or publicity campaign to make sure the company he founded in his dorm room, Facebook, is worth close to the estimated $100 billion he and his bankers are looking for when they issue stock to the public for the first time next week.

But there he was, clad in his trade mark hoodie, making his way into the Sheraton New York hotel in Manhattan for his much hyped pre-IPO investor meeting. Over the weekend, bankers told me that the Facebook founder was likely to skip the event for "security reasons." The Zuck, as we know, managed to man up, though when he arrived he was flanked by more security than any CEO I've ever seen.

He then got down to business, which for Zuck and his crew, including Facebook's chief operating officer Sheryl Sandberg, meant convincing the more than 500 top investors that they should spare no expense next week to buy shares of his company, which even though doesn't quite save the world or even offer something they can't do without, is really one of the greatest things ever invented because it allows people to connect with each other in ways never before thought possible.

Facebook is designed to make it easier for human beings to connect, share ideas and generally make the world a better place. Its known as "social media" and its supporters say it's revolutionary. An average of 845 million people flock to Facebook each month for the so-called
"Facebook experience" investors were told on Monday, and more people are joining this revolution every day.

All of which sounds grand, of course, until you begin to understand what the Facebook experience really is: This allegedly life-altering experience is a business model built largely on the notion that people have some primal need to connect with high school pals, share updates
about their eating habits, post cute photos of their dogs, and that somehow all of this will translate into massive profits for years to come.

Zuckerberg and his legions of fans will tell you I'm selling the Facebook experience and its business potential short; sharing photos with your Facebook "friends" is really something bigger than a passing fad, they tell me. Yes "friendship" in the Facebook sense helps make the world a better place because people can share experiences (and photos) with each other. But in doing so, these same people have been revealing things about themselves that can be distilled, quantified and used for selling stuff and making money.

Both the Zuck and his management team have only just begun to make Facebook into a real business, they say.

OK, I kind of get that, but that doesn't answer a fundamental question about a company that is asking investors to believe it's something bigger than a chat room with bells and whistles: Why do we need Facebook and is it worth a $100 billion valuation?

Zuckerberg certainly didn't answer that question at least directly during his Q and A with investors on Monday, though he did apparently say he that if he had to do it again, he would have no problem spending $1 billion on a company like Instagram, a photo sharing outfit, that he snapped up just a couple of weeks ago without input from the people that his bankers are calling "the adults in the room." That's his board of directors, comprised of some pretty smart business folks, like Netflix CEO Reed Hastings and Internet pioneer Marc Andreessen.

The adults however were blind-sided by the 27 year-old wiz kid Facebook founder with the purchase, but according to the Zuck, and the other adults he's brought to Monday's event, investors are supposed to cheer such exploits.

It's part of the "hacker culture" that rewards creativity (some would say recklessness) that Zuck and Sandberg want to remain as a staple of Facebook even as the company makes its first move into mainstream Corporate America. It sounds pretty cool being a hacker, but the feedback I received from Zuck's appearance on Monday can best be summed up by this comment from an investor who attended: "lame." As another investor told me "he didn't add that much about the company that we didn't know."

But is being lame at an investor meeting a reason not to buy stock next week, and miss out on what Wall Street is predicting as a massive post IPO price bounce?

Not necessarily. Most CEOs I know are lame before crowds, but I'll give you some others to consider before making a big bet on the Zuck and the company he created.

First, many of my friends and some pretty smart tech writers (check
out Henry Blodget's excellent profile of the Zuck in New York magazine) love the company because it is, for lack of a better word, cool. Zuck didn't create an environmentally devious outfit that fracks oil from the ground, but instead something designed to make our lives more open and democratic without hurting the environment.

He did this from his college dorm, along the way bested a couple of wanna-be Wall Street tycoons/jocks who tried to rip off his innovations, and then went on to defy skeptics to create something amazing.

There's even more alleged coolness: We are told that Zuckerberg's Facebook is so cool that it doesn't need Wall Street hype to sell itself and by virtue of the Zuck's hoodie appearance on Monday, he doesn't need PR handlers and image consultants to help him sell the utility of his product to even the most skeptical investors.

Well, not quite. In truth, Facebook is a company that's like most of the investment banks I cover. It demands complete, almost paranoid secrecy from anyone it deals with, and is obsessed with image. Since announcing plans to go public, Facebook officials have threatened underwriters, people at the major stock exchanges competing for the company's listing, and consultants with immediate termination if they break the code of silence.

It has hired a fairly prominent PR team, the Brunswick Group, which has already begun slinging mud and planting stories about its tech rivals like Google. In other words, Facebook is building its brand, at least in part by trying to tear down others.

OK, that happens all the time on Wall Street but it does run counter to Facebook's Silicon Valley, non Wall Street image, as does this: The guy handling the press at Brunswick, Erik Hotmire, knows his way around Washington and Wall Street more than Silicon Valley. He was a
key aide to Securities and Exchange Commission chairman Chris Cox -- yes that Chris Cox who appeared half asleep during most of the financial crisis. Before that he worked at a Washington lobby firm, and before that he worked as a spokesman for someone that a lot of Facebook's cool users would consider very uncool: former President George W. Bush.

Facebook's underwriters, meanwhile, are already in their farcical hype mode and will do anything to get the price of the deal as high as possible, which is perfectly fine, unless you run around as Facebook does telling people that it "will not sacrifice user interests for short term revenue or investor interest."

Maybe so, but Zuck finally agreed to attend Monday's roadshow because underwriters told him it would help sell shares and get that big $100 million valuation. Zuck initially wanted to sell most of the company's new stock to small investors, so-called retail investors, but most of it will now be handed to large institutions that are Facebook's Wall Street underwriters' best customers.

In fact, two of those underwriters, Morgan Stanley and JP Morgan have been fighting over who can do a better job at making the Zuck look like the next Thomas Edison, and Facebook the second coming of GE. Of course, it's hard to make a 27-year-old in flip flops look like Edison, but making Facebook something bigger than a chat room with dog photos is clearly the strategy of the Wall Street hypesters.

So far, JP Morgan has won this battle, largely thanks to the inventiveness of its hyper-ambitious banking chief, Jimmy Lee, who ordered up giant size Facebook posters in the entrance of the bank's midtown Manhattan headquarters.

OK, Facebook isn't Pets.com of the last internet bubble. But it does say something that the bank that best survived the financial crisis because of the steely resolve of its CEO Jamie Dimon -- one of the few on Wall Street who refused to wager outsize bets that took down competitors -- is willing to dilute the JP Morgan brand even for day for a company run by a kid in a hoodie.

One reason, of course is money. JP Morgan, like Morgan Stanley and Goldman Sachs are the senior underwriters of this deal but they are also fighting over the underwriting rights for the next big Facebook offering of stock. Though the fees are small, the size of Facebook's current offering and expected secondary deal will be big enough that lead underwriters will make a lot of money.

So stay tuned for the underwriters' upcoming research reports to supplant their "strong buy" recommendations with "Very Very Very Strong Buys" if they can get that past regulators.

I'm sure when the IPO sells next week, it will sell well; Facebook is a good company that has growing revenues and profits. It has, to say the least, an amazing brand, among the most recognizable one in the world, and Zuck deserves credit for all that.

But what makes you think someone else maybe smarter than the Zuck can't build a better Facebook? It has certainly happened before in the tech world, and it will happen again.

There are other problematic facts about the company straight its financial statements that should also give investors pause; revenue growth is beginning to decline, the mark of a maturing company, and profits are leveling off as well. Keep in mind, all this is happening while its CEO says he has no problem blowing a $1 billion on an internet photo outfit without consulting his board.

Maybe that's why listed under "risk factors" in JP Morgan's IPO sales document is the fact that Zuckerberg "has control over key decision making as a result of his control of a majority of (Facebook's) voting stock."

But forget all that and ask yourself this simple question if you're ready to make a real long-term investment in Facebook: Can I do without seeing a photo of my high school girl's friend's new pet poodle?

If you're like me, and you can, maybe you should sit this stock offering out.

 
 
 
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11:17 AM on 05/18/2012
Charley you are right on. The fundamentals of this IPO are shaky outside the coolness. JNJ sells for 14 times earnings. FB is trading at 100 times earnings. Valuations that ignore PE's risk crashing. In all likelihood I look for FB below $38 within weeks.
12:52 PM on 05/10/2012
Mark will make you rich if you invest in his company. This kid is ahead of the game. FB's potential upside is enormous. Good luck. Great writeup charles, enjoyed it.
04:51 AM on 05/10/2012
If you don't like what he wears don't buy shares. This is not a real problem. You will know them by their fruits.
09:19 PM on 05/09/2012
FB is a fad. I know of people who have had an account and then canceled it when the fun wore off. Others are simply not using it as much.
When everyone tells you "your the greatest ever", after awhile you begin to believe it. The question is, does this 27 year old have what it takes to make this company what everyone says it is worth. Personally, I cant invest my money with a person who shows up to a Billion dollar meeting in a hoodie. That's just a little too cocky and smug for me.
06:48 PM on 05/09/2012
"...meant convincing the more than 500 top investors that they should spare no expense next week to buy shares of his company, which even though doesn't quite save the world or even offer something they can't do without, is really one of the greatest things ever invented because it allows people to connect with each other in ways never before thought possible."

I wonder if all of the 500 investors have personal Facebook pages?
Will they alert each other when it's "dump" time?
06:28 PM on 05/09/2012
Zuckerberg got lucky .BUt in the valley he is neither revered or respected. His company is a one trick pony, which therefore is maladapted to changing taste, changing context, the fact that the young are leaving fb in droves, that hte data is getting old, that he has no way to hang onto his short term market domination, that there are privacy challenges, that with the Instagram he shows he hasnt a clue.

I mean this is shaping up to be an enormous joke.
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Rob Roday
The needs of the Many outweigh the needs of the fe
03:44 PM on 05/09/2012
I'm sitting out too, my bet is that it hypes up to 60 or per share and in 6 months is in the teens!
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Robert SF
03:34 PM on 05/09/2012
"but making Facebook something bigger than a chat room with dog photos . . ."
===

Ha, ha, ha! Good one! But is it even a chat room? I created a bogus account not too long ago, just to see what it was all about, and I didn't see any chat functionality.
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jrb35
They are completely ignorant of space-war tactics.
02:34 PM on 05/09/2012
"Its known as "social media" and its supporters say its revolutionary."

IT'S known as "social media" and ITS supporters say IT'S revolutionary.

Please use an apostrophe with contractions. IT'S not that difficult to figure out.
01:12 PM on 05/09/2012
Get ready for the new, Not-as-cool Facebook. The Facebook experience has offered unique personal satisfaction blended with a communal forum. Those are qualities that squarely contradict the coming industrialization of Facebook which will compel the massive trafficking of our personal information to purveyors of retail product. Facebook will have to prove startling influence over consumers that outdistances ROI from traditional advertising.

Look for a new Facebook that is, well, more In-Your-Face. More than ever Facebook will have to prove its ubiquity, so don’t expect to be left alone for even a minute. These days I get a Facebook notification reminder every few hours, which means I sometimes receive several in one day.

The ultimate question is whether Facebook is correct in its calculation that the average America’s preoccupation with narcissism will provide the basis for its continuing dominance over our social and commercial lives. Hundreds of millions of people feel compelled to expose the daily details of their lives on FB, from the most intimate to the most insignificant. Zuckerberg acknowledges that there is a serious TMI problem for Users and has responded by adding a “Ticker” feature to the new Facebook Timeline, enabling Users to avoid annoying their friends by directing “lightweight activity” to a designated folder. Now Users may fully “express themselves” on the site while warning others, in advance, that the meaningless drivel they just took the time to Post may not be worth the time necessary to Read it.
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12:16 PM on 05/09/2012
I personally think that "the 27-year old kid in a hoodie" is nothing more or less than another aspect of the carefully engineered (by someone else entirely ...) persona of this company, for whom a "$1 Billion dollar 'valuation'" is simply another manufactured aspect of this grand publicity play.

The whole thing is manufactured, right up to and including the story of the whiz-kid in his college dorm room.

If you want to know the story of a whiz-kid in his college dorm room who actually did something significant (and who never to this day let it go to his head), look at Linus Torvalds, the originator of the now-universal Linux operating system.

A single individual, with hoodie, who singularly owns a controlling interest in this company that's supposed to go public next week, and he ... gosh ... he pulls a billion big-ones out of his ... ummm ... his pocket-protector ... and thumps it down to buy another company that no one ever heard of. And his Board of Directors is, like, "surprised?"

You and I both know that in the real world companies don't play that way. Very few organizations have $1 Billion dollars just sitting around in a bucket, and not a single one of them has the power to spend that money without approval. None.

Trust your gut. Smell the air.
10:02 AM on 05/09/2012
I have a simple rule with IPOs. If the folks on Wall Street don't like it pre IPO, it will drastically increase in value after the IPO. If they do like it, you are going to lose a lot of money. Bottom line. Never ever ever trust Wall Street.
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12:32 AM on 05/09/2012
It is really offensive to keep referring to Mark Zuckerberberg as a kid. This is a man that built a billion dollar business in a very short space of time. I think it's a mistake from him to take the company public but I'm one of those adults that completely respects what he's accomplished. He rules his destiny and most adults do not.
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12:16 PM on 05/09/2012
Did he now ... did he now ...
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Robert SF
03:39 PM on 05/09/2012
Nah... he just happened to be at the right place at the right time. We don't know them, of course, but there are thousands of "kids" out there, just like Mark, trying to hit it big. Most never up and running. A few actually go live, and they're the saddest, with websites that say Registered Users: 1,385. And a handful inexplicably soar out of sight. Mark doesn't know why he succeeded, and it's really been mostly luck of the draw. Somebody had to be Mark, and Mark was it.
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HellBank
Curve: The loveliest distance between two points.
10:21 PM on 05/08/2012
One quickly discovers why long lost friends were lost in the first place.
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kamact
Market Observer
10:10 PM on 05/08/2012
Moo...Moo...