Should Facebook employees sell stock to DST now? (Probably not)

golden-question-mark-hands-1029017jpg-129c397103-pixelsFacebook doesn’t plan to go public for years, so it’s trying to keep employees happy in the meantime by letting them sell stock to Russian investor Digital Sky Technologies. Employees who own common stock can sell for $14.77 per share, starting now and continuing until sometime in August, DST tells me. The investment holding firm has previously bought around two percent of Facebook’s investor-class preferred stock for  $200 million, and it plans to spend up to $100 million more buying stock from employees.

The question for Facebook’s nearly 1,000 employees (at least the ones who own stock), is whether they should sell now or not. The price is non-negotiable and DST has an exclusive deal to buy the stock. Employees cannot shop it around and try to get a higher price. But at least for those who want cash now, they have an option. Facebook first introduced the concept of letting employees sell stock last year, but suspended the program last fall as the economic recession grew worse — and as Facebook’s own value stayed murky. Here’s what chief executive Mark Zuckerberg says today:

While individuals must make their own decisions about participating in this program, I’m pleased that the price DST is offering is much greater than the price originally considered last fall. This is recognition of Facebook’s growth and progress towards making the world more open and connected.

The change in price is due to Facebook’s recently rising revenues. In 2008, the company brought in slightly less than $300 million from a mix of traditional and experimental advertising services and was not profitable. However, in 2009 it began seeing upticks in the new-fangled advertising options, including self-service ads popular with performance marketers, and ads that direct users to do things like join advertisers’ fan pages and events. In March, the company said it was beating 2008 revenues by 70 percent, leading us to calculate a 2009 revenue run-rate of more than $500 million. Other reporters have since confirmed this number. Most recently, Facebook board member Marc Andreessen said he expects the company will make billions in future years. Facebook itself expects its revenues to gradually rise as its user base continues to grow (it currently has 225 million monthly active users worldwide). It is designing the site to encourage people to share more and more information, then using data about people and what they share to better target ads.

So, despite many pundits doubting Facebook’s viability as a business over the past several years, the company seems to be coming into its own. Employees should think twice about selling any stock, because it looks set to go up in value.

DST, for its part, probably doesn’t want me saying that. While the common stock it’s buying from employees now doesn’t come with the sorts of investor privileges that its privileged stock did — typically, anti-dilution clauses in the event of future rounds, first liquidation preferences, etc. — it clearly wants any sort of Facebook stock it can get.

For those wondering about Facebook’s overall valuation, here’s a little more. The common stock sale price implies a company valuation of $6.5 billion, while DST’s preferred stock purchase earlier this year valued the company at $10 billion. These numbers may seem puzzling if you’re not familiar with the nuances of private company stock structures — the two numbers are not mutually exclusive. Common stock is typically worth less than preferred stock precisely because it does not come with investor rights and protections that make the preferred class of stock more valuable.

A final note about today’s news. As Zuckerberg suggests in his statement, the company’s valuation fell last year compared to 2007 when it raised $240 million from  Microsoft at a $15 billion preferred stock valuation. But last summer, some former executives were going around selling (or at least trying to sell) their stock at reduced prices. Numbers I heard from potential purchases put them selling stock based on a $3 billion company valuation. It is clear today that those people could have made more from DST if they had waited. What about senior management currently at Facebook? Sources close to the deal tell me executives have some sort of separate program, and they’re not part of the DST deal now.

[Golden hands image via featurepics.]

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About the Author, Eric Eldon

Eric currently covers digital media technology and business news, especially what's happening on social networks and their platforms. He also writes and edits stories about venture capital, and lots of other stuff, too. He started at VentureBeat in the spring of 2007, half a year or so after Matt Marshall left his reporting job at the San Jose Mercury News to found the site. Eric previously cofounded a startup called Writewith, that was building editorial software for newspapers and other groups of writers. The startup didn't work out, but he learned a lot.

  • leonardspeiser
    Hi Eric, if any of the employees have had to buy their stock (e.g. left already) or received shares vs. options, wouldn't the government tax them on those at FB's current size? If so, I wonder if some really need to sell to cover that tax bill. Thoughts?

    L
  • That is an interesting point. I'll see if I can find out any more.
  • Mojoke
    If I were a vested employee, Id sell 50% but then again..$100M doesnt go far at all across 1000 emps so Id like to see how much everyone REALLY can sell...what up to 1% of their holdings??? Whats the real skinny?
  • True. A lot of employees don't own stock, or at least not much -- or that's my impression.
  • I'm a big fan of scaling in to and out of your holdings. With that in mind I'd recommend they just sell the percentage of their company stock that fits their risk profile and they'll be happy. For some employees it'll be 5%, for others 50% or more.

    You can never go wrong by taking at least a little money off the table when you get a chance.
  • That's certainly sound advice. I'm just saying that the opportunity cost of selling any stock now is looking higher and higher.
  • Paraphrasing Warren Buffet from his mentor Benjamin Graham, “In the short-run, the market is a voting machine – reflecting a voter-registration test that requires only money, not intelligence or emotional stability – but in the long-run, the market is a weighing machine.”

    When I began my career as a stock-index futures trader at the CME in Chicago one of my mentors gave me a piece of advice that has served me well over the years: "Sell some when you can, not when you have to. You never know what tomorrow will bring."

    Both messages essentially tell you to lighten your position when market gives you the opportunity. Facebook employees have what might be a limited opportunity given the restrictions of this program and the uncertainty of any additional future exit chances.

    Just sayin'
  • Yep, anyone who's had the opp to sell startup shares and not done it would tend to agree. Get some cash off the table while you can. If you get a second offer at a higher price a year later, take more off. Then when it IPOs try and sell some at the bounce, and some later.

    It's just resource management. Or, y'know, do a net present value calc and it should always show that selling now at any non punitive price is better than maybe selling later. So sell some now at your NPVFE-bump price and be happy.
  • You guys are guilt-tripping me into changing the headline to something like:

    "Facebook employees: Don't sell any shares (unless your investment advisor says otherwise)"
  • Facebook stock is kinda like Google stock pre/post-IPO. Googlers shoulda sold some in the IPO bump, then regularly evaluated every quarter for continued growth. If it kept going up, they should kept selling. Then every year they should have asked for more options to compensate (partially) for the shares they were selling.

    FB employees should just keep riding the wave.

    The only time they *maybe* shouldn't sell is on down valuations. But this is an up valuation for most since nobody ever *sold* at the 15BB valuation.
  • it's a down valuation from the 15bil though. you are contradicting yourself, no?
  • No, since none of the employees saw that valuation. It was purely for investor class stock.

    Put it this way, as a smart man once told me: you NEVER regret trading paper money for real money. You ALWAYS regret NOT trading it in time.
  • If you've ever been in a start-up and had a chance to take some money off the table at a $6B valuation you would do it in a heartbeat. For every Google story there are a hundred others that the valuation evaporated because of the market, whims of users, kids running the company, etc. I worked with some guys that had a term sheet to buy their company at $400 m and they turned it down. Sold the company 3 years later for $5m. I wouldn't sell it all, but I would sell as much as I could to have peace of mind in the "unlikely event of the loss of cabin pressure".
  • spryka
    The greatest benefit of Facebook is that it has many groups on the site that you can join. So if you are interested in Chicago Cubs you can research Chicago Cubs in the groups section and you will be able to find friends on there that like the Cubs. This is just one example, I know that you can join groups of your favorite football team, television show, or whatever you want for the most part! If you can't find a group for your interest, you can simply create one!

    James
    Bulk Email Marketing Software