(He's right.  I've followed FB on the "dark market" for a while now myself. -- 
rick)

Facebook already went public, you weren't invited

February 8, 2012: 1:05 PM ET

http://finance.fortune.cnn.com/2012/02/08/facebook-ipo-numbers/

Facebook has ample access to capital and it's traded more shares per month than 
hundreds of Nasdaq-listed companies. Indeed, the de facto Facebook IPO happened 
long ago.

By Joshua Brown, contributor

FORTUNE -- On February 1, Facebook at long last filed its official S-1 document 
with the SEC, the first step toward an initial public offering (IPO) the 
company expects to do in the second quarter of this year. Despite the fact that 
it was widely anticipated, the financial media went  absolutely bananas. 
Facebook was the only subject on television, the radio, the web and in the 
paper. For a week.

But lost in all of this saliva-covered enthusiasm was the fact that Facebook's 
de facto IPO had already occurred a long time ago. Yes, Facebook already went 
public, you just weren't invited.

Once upon a time it was both an honor and a privilege to go public. A company 
worked tirelessly for years just to get to that point and it leapt at the 
opportunity to do so rather than playing it cool or blowing off bankers when 
they first came calling. But this was back when being public had benefits that 
a private company could only dream of -- research coverage by Wall Street 
analysts, access to capital, the ability to cultivate a wide and diverse 
shareholder base...and did I mention access to capital?

But the exchanges were unhappy with being institutions solely for the benefit 
for their members. They decided to go for-profit and allow anti-competitive 
behavior and destructive (but high-paying) new "customers" to suck all the life 
out of each day's trading with algorithmic codes. As spreads went from 
fractions of a share to decimals and then decimals of decimals, the profit 
margin for making markets in stocks gradually disappeared as well. This led to 
a annihilation of the market makers and specialists as well as decimation of 
the brokerage houses that employed analysts to cover the stocks that they 
traded in.

The end result is that companies come public and struggle for analyst coverage, 
their shares are whipped about by robot traders and the whims of whatever index 
ETF basket they happen to be assigned to. The regulation surrounding the 
reporting of accurate and timely information to their public shareholders has 
become so onerous and expensive that they've essentially clammed up, offering 
only the most terse and lawyer-approved updates on their business as 
infrequently as they can.

MORE: China's Facebook basks in the glow

And because of this woeful state of our public markets, resourceful and clever 
companies like Facebook have found a workaround giving them the ability to 
avoid the big, bad IPO in name only while quietly amassing both capital and a 
shareholder base. Facebook was essentially forced into going public by SEC 
rules for companies with more than 500 shareholders.

A comparison between Facebook today, pre-IPO, and almost any other company that 
is actually public on an exchange yields very little in the way of major 
differences.  Facebook has billions in capital, owing to the umpteen rounds of 
money-raising at various levels of the venture capitalism sequence. It has 
thousands of shareholders by virtue of the fact that it has taken money from 
firms like Goldman Sachs (GS) and DST Partners who themselves have investor 
capital plugged in. It has the financial press hyperventilating over their 
every pronouncement as well as a cottage industry of amateur and professional 
analysts modeling the company's financials based on any scrap of knowledge that 
should shake loose from Zuckerberg's pockets.

And in terms of liquidity, Facebook shares have traded more than $600 million 
in volume -- hundreds of thousands of shares per month -- on private exchanges 
like SharesPost and SecondMarket since last summer. In comparison, there are 
464 publicly listed stocks on the Nasdaq that traded less than 200,000 shares 
last month.

If this were any other market era, Facebook would have come public much earlier 
in the company's evolution. It would have had no choice -- the relatively few 
private stakeholders would have demanded the liquidity that comes along with a 
public offering and the management would have been eager to raise the capital.

In this day and age, however, Facebook's been able to obtain all of the 
benefits of being "public" without the formality of actually filing. Bottom 
line: the only difference between Facebook now and Facebook post-IPO will be 
the existence of a ticker symbol. Sorry if I dampened your enthusiasm.


---
Just because i'm near the punchbowl doesn't mean I'm also drinking from it.

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