Dan Primack

The latest on private equity, M&A, deals and movements — from Wall Street to Silicon Valley

New Facebook-Goldman info, including WHY Facebook is doing the deal

January 5, 2011: 6:16 PM ET

Information is coming fast and furious tonight about Goldman Sachs' (GS) proposed investment in Facebook, which could total up to $2 billion.

Here is where we stand. Some of what follows has been reported elsewhere, but most comes from source who manages money for high-net-worth clients (including Goldman clients who have been solicited to invest in Facebook):

* Goldman originally planned to give its wealthy clients until Friday to subscribe, but now has moved up the deadline until tomorrow due to excess demand. A source familiar with the situation says that Goldman has received more than $3 billion in requests, and that it already has decided to deny those who want to subscribe at the $2 million minimum.

* Goldman is raising up to $1.5 billion from its high-net-worth clients, but may not ultimately be allowed to invest that much in Facebook. The social network retains the right to determine how much it accepts from Goldman. I would assume, but am not certain, that Goldman's direct $450 million investment -- plus $50 million from co-investor Digital Sky Technologies -- is guaranteed.

* Speaking of that direct investment, some of it may be coming from Goldman's prop hedge funds and private equity funds (in addition to its balance sheet). [Update: NY Times reports that Goldman's PE group passed on the opportunity]

* How will Facebook decide how much money to accept from Goldman? This is where it gets very interesting. My understanding is that Facebook is raising this round (in part) to prevent junior and mid-level employees from selling shares on secondary exchanges like SecondMarket (outside of those who already have sold). By doing so, Facebook may hope to remain below the 500-shareholder threshold that would force it to publicly disclose its financial data. In other words, this deal is the exact opposite of a precursor to IPO. (note: I'm still not sure this will work, since the SEC very well may deem Goldman's special purpose vehicle to be the sum of its underlying investors, rather than a single investor).

Facebook plans to launch an employee tender offer to buy back shares, and will use some of the Goldman proceeds to fund it. The more demand from employees, the more it will take from Goldman. Other proceeds will be used for working capital, acquisitions, etc.

* Fees: Goldman not only is charging clients a 4% fee on their initial commitment, but also is charging a 5% fee on any profits upon exit (which cannot be until at least 2013).

* As of this writing -- 6pm ET on Wednesday -- Goldman still has not distributed a private placement memorandum (PPM), which is different than the initial solicitation memo reported on elsewhere. Amazing. It does keep promising it soon, however, adding that it will include some historical revenue data. As for more current data -- such as figures that might justify the $50 billion valuation -- Goldman is telling clients that it has done due diligence via the direct investment. In other words: "Trust us, we're Goldman Sachs."

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About This Author
Dan Primack
Dan Primack
Senior Editor, Fortune

Dan Primack joined Fortune.com in September 2010 to cover deals and dealmakers, from Wall Street to Sand Hill Road. Previously, Dan was an editor-at-large with Thomson Reuters, where he launched both peHUB.com and the peHUB Wire email service. In a past journalistic life, Dan ran a community paper in Roxbury, Massachusetts. He currently lives just outside of Boston.

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