The moment is finally here: Facebook, the world's most dominant social network with 900 million-plus users, is finally ready to make its Wall Street debut. The Menlo Park, Calif.-based company has experienced plenty of controversy throughout its first eight years of existence, from the Winklevoss lawsuit to questionable redesigns and privacy breaches to hoodiegate, and yet, Mark Zuckerberg's social experiment continues to attract users and investors. It's been a very big week for Zuckerberg, who celebrated his 28th birthday on Monday, and who will easily make more than $20 billion on the day his company goes public.
Zuckerberg was invited by NASDAQ to ring the stock exchange's opening bell on Friday, but Facebook's founder and CEO won't actually be attending the stock market in person; instead, Zuck will (rather appropriately) carry out the ceremonial proceedings via a remote video connection from Facebook HQ in Menlo Park. This move could be perceived as ungrateful towards investors, but it makes a lot of sense for Facebook: From Day 1, Zuckerberg has run his company his way, and on the biggest day in his company's life (so far), it would make sense that he'd want to celebrate it out in sunny California with his entire team, not just a handful of tie-wearing, non-hoodied executives.
Zuckerberg will ring the opening bell at 9:30 a.m. ET, but since he will be broadcasting from Facebook remotely, NASDAQ has provided a way to watch all the proceedings occur live. To watch Zuckerberg ring the bell and celebrate with his team, simply visit Nasdaq.com at about 9:28 a.m. EST and tune into the video platform, or visit the link directly here. Make sure your flash settings are up-to-date so you don't miss the live stream because of a software update. You can also follow Facebook's stock on the NASDAQ (ticker symbol FB) live through the NASDAQ's website here.
The IPO itself is expected to have the largest initial public offering since Google's Wall Street debut in 2004, and the biggest ever after Visa's IPO in 2008, which raised $19 billion and traded its initial shares at $44 apiece. Facebook looks to trade its shares at $38 to achieve a $104 billion valuation, which would make it the second-biggest IPO of all-time.
Facebook has chosen Goldman Sachs, Morgan Stanley, and JPMorgan Chase, among other banks, to be the underwriters for the IPO; after some subtle jockeying, Morgan Stanley won the fight to become Facebook's lead underwriter, followed by JPMorgan Chase, and Goldman Sachs claimed the third underwriter spot. The banks stand to make $40 million from their deals with Facebook, and they could make even more if other tech companies like Twitter decide to include them in their own future IPOs.
Facebook's shares break down like this: COO Sheryl Sandberg owns 1.9 million shares (0.1 percent of the company), seed investor Peter Thiel owns 44.7 million shares (2.5 percent), and co-founder Dustin Moskovitz owns 133.8 million shares (7.6 percent). While Mark Zuckerberg only earns $1 in salary from his own company, don't worry about Zuck: He is still the social network's biggest stakeholder with 533.8 million shares (28.4 percent of the pot), representing a $28 billion stake.
[Facebook] wants to be taken seriously and viewed as a blue-chip company, said one bank official close to the situation. The banker could not offer his name because he is not authorized to make public statements.
Facebook has matured greatly in the last several years, but particularly in the last few months, Facebook has proven to investors that it has finally grown up. Recognizing how its platform was a hotbed for bullying, the company launched a suicide prevention program in December that allowed users to instantly connect with real crisis counselors through Facebook's chat messaging system. Then in March, Facebook announced a new suite of tools at the White House Conference for Bullying Prevention, in an effort to protect users from bullying and create a culture of respect among users.
Facebook is now also starting to realize its potential as an important service for connecting people with needs: Earlier this month, Zuckerberg announced a new lifesaving feature for Facebook: A new platform for organ donors. Even though the U.S. Department of Health says more than 7,000 people die each year while waiting for an organ transplant, Facebook's social network of 800 million-plus will certainly help raise awareness of the issue.
The company has also matured when it comes to business. In September, the company introduced a controversial but important change to its social network: The Timeline Profiles. It showed investors that Facebook is still experimenting with itself, but it is looking for better and better ways for people to share their own life stories. More recently, Facebook gobbled up popular photo-sharing app Instagram for $1 billion, demonstrating how the company can seek out good talent and incorporate it without necessarily assimilating it. Now, Facebook has proven it has the leverage to make big deals with smaller tech companies.
Underwriters hope to establish a fairly high offering, despite the risk factors associated with the world's largest social network. In its SEC filing, Facebook outlined 35 risk factors that could materially and adversely affect the company; the list reveals some troubling facts, including Facebook's lack of sustainability and its dependency on others to operate. Here are some of the biggest risk factors that Facebook will need to clear up with banks and investors during its roadshow next week before it goes public (investors should look very closely at No. 3, No. 13, No. 14, No. 27, and No. 32):
1. We could simply lose users, or fail to add new ones.
2. We could lose advertisers - and new technology may let users block ads.
3. Facebook's mobile platform doesn't show ads - so the more that grows, the worse for us.
4. The platform for Facebook apps might not be successful.
5. The competition from Google, Microsoft and Twitter could heat up - not to mention other social networks around the world.
6. More governments could restrict access to Facebook.
7. Users could turn their noses up at new products.
8. The Facebook culture is all about rapid innovation and getting users engaged - and that could come at the cost of profits.
9. Unspecified future events could tarnish our brand.
10. Bugs might give people access to users' information that they're not supposed to see.
11. The media could turn on us.
12. Our quarterly financial results could be difficult to predict.
13. Zynga accounts for 12% of our revenue. If we part ways, that could seriously hurt us.
14. Our revenue grew by 88% last year - and that's simply not sustainable. Growth is bound to decline.
15. The U.S. laws and regulations we're governed by could change or be reinterpreted.
16. If our patents and copyrights aren't granted - or aren't effective - it could seriously hurt us.
17. We have some patent lawsuits on our hands that could end badly.
18. We're also involved in class-action lawsuits, and we could lose them too.
19. Mark Zuckerberg has a massive amount of shares, which concentrates power in the hands of one man.
20. There's a complicated tax liability connected to a particular kind of stock unit we gave out - one that will be taxed at 45%.
21. If we need more rounds of investment, the terms might not be reasonable.
22. Costs might grow faster than revenue.
23. A lot of our servers are handled by third parties, and they might be disrupted.
24. We've started building a lot of our own data centers to handle traffic, and we've got limited experience doing this kind of thing.
25. Our software is incredibly complex and may have a lot of bugs.
26. We can't say for sure that we'll handle our growth effectively - we have more than 3,000 employees now, and that could spin out of control.
27. If we lose our leaders, like Zuckerberg and COO Sheryl Sandberg, that would really harm us.
28. People might sue us over all sorts of stuff posted on Facebook - intellectual property, copyright, defamation, and so on.
29. Viruses, hacking, phishing and malware. Oh my.
30. Payment systems in Facebook apps could mean new government regulations.
31. We're continually expanding abroad, and we may not understand all the risks in new countries.
32. We're planning to acquire lots of other companies, which could disrupt everything at Facebook.
33. We might default on our leases or our debt.
34. Our tax liabilities, in general, are bigger than we thought.
35. U.S. tax code reform, if it happens, might hit us where it hurts.
Yet, despite these risk factors -- and the heavy emphasis on keeping top executives with the company -- Facebook is an incredibly worthwhile investment. You don't go from being a project in a Harvard dorm room to the biggest social network in the world with just luck: Zuckerberg is a genius, and he is consistently finding the right people to carry out his message. While his network has fallen in and out of favor with worldwide audiences on a regular basis, the bottom line is this: People do leave, but they almost always come back. That's a very powerful message for one company to boast.
If Facebook goes on to the biggest IPO in history, it won't ultimately matter for the company. From Zuckerberg on down, Facebook's employees will be much richer later this month than they were in April, but this should be a time to celebrate for Facebook: The company continues to grow, and more importantly, learn from its mistakes. It would be vastly different without Zuckerberg at the helm, but hopefully, we won't have to imagine a Zuckerberg-less Facebook -- like we now deal with a Jobs-less Apple -- for some time. Zuckerberg is young and healthy, and so is his eight-year-old company. With so many users and so much potential, it's going to be exciting to see what Zuckerberg's team does next.
Smith manages and coordinates the activities of the technology subsection of the company, contributing...