Goldman Sachs's Shady Facebook Deal

Nomi Prins The Daily Beast January 7, 2011

by Nomi Prins Info

Nomi Prins is author of It Takes a Pillage: Behind the Bonuses, Bailouts, and Backroom Deals from Washington to Wall Street (Wiley, September, 2009). Before becoming a journalist, she worked on Wall Street as a managing director at Goldman Sachs, and running the international analytics group at Bear Stearns in London.

Former Goldman Sachs managing director Nomi Prins says Goldman's $500 million Facebook deal is every bit as risky for investors as the subprime debt deals that blew up the economy.

Facebook and Goldman Sachs unleashed a tech investing mania this week compared far and wide with the euphoric 1990s dot-com run-up. By arranging a $500 million private investment, at a staggering $50 billion valuation, Goldman at once delayed a Facebook public offering (now expected in 2012), prompted a likely LinkedIn IPO, and thrilled its clients, who clamored for a piece of Mark Zuckerberg's behemoth.

But for all the nostalgia for pre-IPO "friends and family" stock in Pets.com, the dot-com era comparisons are off base. Instead, Goldman's Facebook deal mirrors the subprime collateralized debt obligation deals that blew up entire companies, as well as crater-size hole in our economy. In fact, what Goldman just engineered might well be worse.

Let me explain. When I joined Goldman as a Managing Director in early 2000, right after the dot-com bubble burst, the hot new profit area was credit derivatives and CDOs. In fact, one of my jobs was managing a team that worked on the analytics of that business. At the time, CDOs were mostly stuffed with relatively solid high yield corporate loans and bonds, and sometimes credit default swaps. I left the firm, and banking business, in 2002, before they began recklessly stuffing subprime assets into that pipeline. No matter, as the game remained the same: get the business, rake in the fees—and pawn off the overpriced goods on the clients (even the “shitty deals” so Goldman’s not holding the bag. That dirty formula cost Goldman a $550 million fine less than six months ago.

Yet the Facebook phenomenon shows us that nothing has changed. Goldman again moved aggressively to get the business—investing $75 million into Facebook early, at a low valuation, through one of its hedge funds, in the same way it used to get CDOs rolling—again will rake in the fees (to the tune of $60 million—upfront) and again will pawn off the overvalued results to its clamoring clients, who don't have nearly as much information as Goldman.

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.

The rich Goldman clients aren't allowed out until 2013. But Goldman is.

Goldman Sachs C.E.O. Lloyd Blankfein, and the C.E.O. of Facebook, Mark Zuckerberg. (Credit: AP Photo)

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."

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 thenextgreatfad.com taking the advertiser money along with them.

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.

12 January 7, 2011 | 1:40am Twitter Email Share var OutbrainPermaLink=document.location.href.replace(document.location.search, '').replace(/\/\d+\/$/,'/').replace(document.location.host, 'thedailybeast.com'); if(OutbrainPermaLink.search(/blogs-and-stories/)>=0){ OutbrainPermaLink += "full/"; } var OB_Template = "The Daily Beast"; var OB_demoMode = false; var OBITm = "1255455386150"; var OB_langJS ='http://widgets.outbrain.com/lang_en.js'; if ( typeof(OB_Script)!='undefined' ) OutbrainStart(); else { var OB_Script = true; var str = ''; document.write(str); } Facebook, Business, Private Placement, Facebook Ipo, Ipo, Dot-com, Bust, Toxic, Boom, Cdos, Lloyd Blankfein, Goldman Sachs (–) Show Replies Collapse Replies Sort Up Sort Down sort by date: RJB-Boston

This is a false comparison. people who buy-in are betting that Facebook continues to rule social media and social media continues to dominate people's lives, and that's a fairly reasonable bet. Regardless of Goldman's fees etc if post-IPO FB's stock soars then all those who come in now will do well. I just don't see the similarity with sub prime where the issue was the quality of the underlying article. Not buying this argument and comparison at all.

Flag It | Permalink | Reply | (–) Show Replies Collapse Replies 6:45 am, Jan 7, 2011 comink

This is a similar argument used during the dot-com boom. The internet (and the younger generation, who currently dominate FB) is fickle. This is way too risky. But never mind...the government will bail them out with our money anyway. We just aren't getting the lesson, so this will repeat again and again.

Flag It | Permalink | Reply | (–) Show Replies Collapse Replies 10:06 am, Jan 7, 2011 doubleodd

Both these posts show the no-lose situation for Goldman. If the stock is the next Google, everybody wins. If it's the next Pets.com, Goldman still wins. RJB-Boston is right, though, this is different from sub prime debacle. Goldman was complicit in dirty dealing and got away with it ($550 million fine? Ha! all the way to the bank). You could say that the buyers have the paperwork and know what their getting into. But... it's more than likely that most investors of this are not even playing with their own money. And there's the rub. Both the buyers and sellers are both making bonus money playing with other people's money, and as long as they make $10 million this year or $100 million then who cares what happens later? Capital markets are important and essential, but at some point we have to ask whether banks exist to serve society or society exists to serve the banks.

Flag It | Permalink 12:07 pm, Jan 7, 2011 johnstafford

Perhaps the Facebook deal will turn out to "suck so badly." But, these days, when the U.S.A. doesn't make anything anymore, the appeal of new technology ventures--literally, pulling money out of thin air--is understandable. =And, anything that marries the narcissism of young Americans with the latest Internet social "platform" sure looks like a good investment to me!

Flag It | Permalink | Reply 9:00 am, Jan 7, 2011 submarinemn

So insane. Not too risky either. if the deal goes bad, the government will cover any losses again. Obama has been good to his friends.

Flag It | Permalink | Reply | (–) Show Replies Collapse Replies 9:20 am, Jan 7, 2011 BigRenman

The Volcker Rule does not allow Goldman to make this kind of investment. This law is being disregarded. And it's been paid for with taxpayer bailout money and if the deal does go south, the taxpayer will pick it up again. Where the fuck are the good guys....?

Flag It | Permalink | Reply 11:36 am, Jan 7, 2011 periscope

GS is playing with taxpayer money, not their own, and the taxpayers will take the fall if this deal proves fatal. Allowing "investment banks" such as GS to use federal funds to make risky investments with all the risk on the taxpayers should have been outlawed, but as usual, the Republicans blocked sane fiscal policy. Once other Wall St. greedy investment houses see that GS has gotten away with this misappropriation of federal funds they will seek to get theirs too, and the result could be another investment "bubble" that causes another melt-down. Don't we ever learn???

Flag It | Permalink | Reply 9:32 am, Jan 7, 2011 leobatfish

THIS IS A GREAT SHORT. GOLDEN SACKS HAS DONE US A GREAT FAVOR.

Flag It | Permalink | Reply | (–) Show Replies Collapse Replies 10:54 am, Jan 7, 2011 leobatfish

favorite strategy: short stock and sell puts, hopefully they will have weekly options so you can really compound your money.

Flag It | Permalink | Reply 11:03 am, Jan 7, 2011 WarrenMetzler

I object to Ms Prins assessment. CDO's were insane because of the premise, betting in favor or against the possibility a particular security would pay off. Investment banks should be about providing capital for businesses to grow / expand. They should not be about providing individuals or institutions with investment opportunities; unless those opportunities are funds for businesses. Providing investment opportunities is the realm of hedge funds. Facebook may look great now, and it does appear to offer people a way to market themselves / their products. But that makes its primary value nothing more than a personalized Craig's List. I say let the rich people do what they want with their money. Isn't that the essence of the first amendment?

Flag It | Permalink | Reply | (–) Show Replies Collapse Replies 11:19 am, Jan 7, 2011 Plantfagenet

But when the rich crash the economy, as happened not too long ago, perhaps regulation needs to be considered... no?

Flag It | Permalink | Reply 11:26 am, Jan 7, 2011 DrDubious

Stop grousing. This is how our perfect "free market" system works: The rich get richer/bailed out and the rest pay taxes ( "We don't pay taxes. Only the little people pay taxes...," ). But the missing element here is how the general public gets fleeced in this deal. The article will appear wrong if the stock goes public soon enough and new suckers jump in. She will be proved correct in the longer term, as the whole thing flames out down the road.

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So insane. Not too risky either. if the deal goes bad, the government will cover any losses again. Obama has been good to his friends.

THIS IS A GREAT SHORT. GOLDEN SACKS HAS DONE US A GREAT FAVOR.

favorite strategy: short stock and sell puts, hopefully they will have weekly options so you can really compound your money.

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Goldman Sachs's Shady Facebook Deal

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