The Bankwatch

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The Goldman Sachs Facebook deal builds the wrong kind of value and will be bad for FaceBook as a company

Nomi Prins worked at Bear Sterns, then Goldman Sachs until 2002.  Her background was CDO (Collateralised Debt Obligations) which later (after she left) became tarnished with sub prime mortgages and were at the centre of the banking crisis.  Goldman Sachs were fined $550 million by the SEC for insider trading regarding CDO.

Nomi compares the FaceBook deal to CDO.  Her central point is that Goldman Sachs have better information than their customers and are in effect ‘making the market’ in FaceBook.  By making the market they provide several opportunities to make large fees and will make those fees no matter which way the market goes.  Meantime the investors are forced into an illiquid position until 2013, except for Goldman Sachs who can exit any time.  Also check out the fees.  Investors are down 10% from the outset – your $2 million is worth $1.8 million on day 1.  Its a great deal for Goldman Sachs.

Goldman’s Shady Facebook Deal | Daily Beast

If you’re one of those investors, here’s the deal in a nutshell: You get to buy shares, forking over 5 percent of any possible gains, on top of a 4 percent placement fee and a 0.5 percent expense reserve fee (so you’re down 10 percent before the game starts) in a private company that doesn’t have to disclose any pertinent financial information to you or any regulator for 15 months. For the privilege, Goldman gets its eight-digit windfall.

Article - Prins Goldman Facebook

Forget their fees for a moment, though. Recall that what killed the CDO market, aside from the crappy deals, crappy collateral and overall shadiness: lack of liquidity. Investors stopped buying CDO pieces, and trading desks stopped making markets in them. Game over. That’s why this deal, albeit in something with more potential than a basket of subprime assets, is worse than a CDO: Investor illiquidity begins on day one. The rich Goldman clients who must pony up a minimum $2 million investment aren’t allowed out until 2013. No exceptions. Ditto Facebook employees (although they were allowed to cash out about $100 million last year). But Goldman is. Whenever it wants "without notice to the fund or investors in the fund."

She goes on to compare the FaceBook arrangement to CDO in more detail.

CDOs were private, unregulated, overvalued, disclosure-lite, fee-intensive deals. The Facebook deal is private, unregulated, overvalued, disclosure-lite, and fee intensive. CDOs sold like mad— until they didn’t. That can happen here. At the end of the holding period, there may be no bid for Facebook shares anywhere near the price paid. Plus, by that time all the enthusiastic global users of Facebook may have dropped it for taking the advertiser money along with them.

Finally the ultimate telling message.  As a raw investment, Goldmans own fund declined to participate.  This further promotes Nomi’s point the Goldman Sachs are doing this deal to extract large fees from their accredited investor (rich customers, who are the only ones that can participate) customers while they (Goldman) build a market for FaceBook shares.  This is all in complete contrast to the Google IPO which promoted fairness and equal opportunity and it did that by bypassing Wall Street.  Gordon Gekko is alive and well.

The Facebook deal sucks so badly that one of Goldman Sachs’ own funds didn’t want a single share of it. Richard Friedman, who runs the money for past and present Goldman partners, among others, said, thanks, but no thanks. That should tell everyone something.

Relevance to Bankwatch:

Its not that I mind people becoming rich.  The larger issue here is that opaque deals with extreme fee structures benefit investment banks, but do little for the larger economy.   They create false value that contributes to bubbles and that always end in crashes like we just saw in 2008.  And after the crash the ones holding the money are the same ones who got the up front fees and bonuses.  This is the opposite of creation of sustainable and manageable value that benefits the broader economy and people at large.  It also means FaceBook as a corporation will be entirely focussed on working to Goldman Sachs pace and not to the benefit of the company’s long term success.

Written by Colin Henderson

January 8, 2011 at 16:25

Posted in Uncategorized

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