50 billion reasons why Facebook is not worth $50 billion

03.01.2011

As part of the deal, Goldman is expected to raise as much as $1.5 billion from investors for Facebook at the $50 billion valuation, people involved in the discussions said, speaking on the condition of anonymity because the transaction was not supposed to be made public until the fund-raising had been completed.

In a rare move, Goldman is planning to create a "special purpose vehicle" to allow its high-net-worth clients to invest in Facebook, these people said. While the S.E.C. requires companies with more than 499 investors to disclose their financial results to the public, Goldman's proposed special purpose vehicle may be able get around such a rule because it would be managed by Goldman and considered just one investor, even though it could conceivably be pooling investments from thousands of clients.

It is unclear whether the S.E.C. will look favorably upon the arrangement.

Goldman Sachs and Facebook are hoping to receive most of the benefits of public stock ownership (buckets of money), with none of those nasty disclosure requirements -- like whether the company actually makes a profit, if key executives are leaving, if directors are dumping their shares, or if the company has been sued for anything that could severely impact its bottom line.

In other words, Facebook wants you to share all of your secrets, but politely declines to share its own. If you dig too closely into its investors, you may end up accidentally falling out of a window or possibly an airplane.