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The Harvard dropout, who launched the social
networking phenomenon from his dorm room, will control 56.9 percent of the
voting shares in a company expected to be valued at up to $100 billion when it
goes public. Facebook says it has 845 million active monthly users.
Wednesday's long-awaited filing kicks off a process
that will culminate in Silicon Valley's biggest coming-out party since the
heyday of the dotcom boom and bust.
In its filing Facebook says it is seeking to raise $5
billion, but that is a figure used to calculate registration fees among others
and analysts estimate it could tap investors for $10 billion.
That would value the company at $100 billion, dwarfing
storied tech giants such as Hewlett Packard Co, while validating the explosive
growth worldwide of social media as communication and entertainment.
Zuckerberg's economic control of about 28 percent of
the shares would be worth $28 billion at a $100 billion valuation, ranking him
as the fourth-richest American.
The 27-year-old's ownership position means Facebook, a
company dissected in 2010's Oscar-winning "The Social Network", will
not need to appoint a majority of independent directors or set up board
committees to oversee compensation and other matters.
The company's ownership structure and bylaws go
against shareholder-friendly corporate governance practices put in place in the
United States after years of investor activism.
As Facebook states in its prospectus, Zuckerberg will
"control all matters submitted to stockholders for vote, as well as the
overall management and direction of our company."
Zuckerberg struck deals with several Facebook
investors that granted him voting rights over their shares in all or most
situations. Those included Yuri Milner's DST Global, venture capital firm The
Founders Fund, and entities affiliated with Technology Crossover Ventures, the
IPO filing shows.
Google Inc's Sergey Brin and Larry Page retained
control of the search giant through similar arrangements and the Sulzbergers
did much the same at the New York Times.
"Zuckerberg, at the time, probably had his
choice of investors," said Steven Kaplan, a professor at University of
Chicago's Booth School of Business, who researches venture capital and
corporate governance. "He basically had the ability to say 'my way or the
highway.'"
"The downside of doing this is that the value of
Facebook may be slightly lower than it would be if he were not retaining
control."
Facebook could make its market debut in the middle of
the year based on the usual timetable of IPOs.
Its IPO prospectus shows that Facebook generated
$3.71 billion in revenue and made $1 billion in net profit last year, up 65
percent from the $606 million it made in 2010.
"We often talk about inventions like the
printing press and the television," Zuckerberg said in a letter accompanying
the documents. "Today, our society has reached another tipping
point."
"The scale of the technology and infrastructure
that must be built is unprecedented."
Facebook appointed Morgan Stanley, Goldman Sachs and
JPMorgan as its lead underwriters. Other bookrunners include Bank of America
Merrill Lynch, Barclays Capital and Allen & Co.
Zuckerberg agreed to cut his compensation from $1.48
million last year to $1 effective January 1, 2013, following the example of
Apple founder Steve Jobs.
Facebook's chief operating officer and Zuckerberg's
top lieutenant, Sheryl Sandberg, earned $30.8 million in total compensation
last year.
DOTCOM
MANIA?
Facebook's growing popularity has pressured
entrenched Internet companies from Yahoo to Google Inc. In 2011, the social
network overtook Yahoo to become the top provider of online display ads in the
United States by revenue, industry research firm eMarketer says.
A $10 billion IPO would be the fourth-largest in U.S.
history after Visa Inc, General Motors, and AT&T Wireless, Thomson Reuters
data shows.
The $5 billion figure in Wednesday's prospectus was
an initial, reference figure -- a basis for registration fees, among other
things -- and could change based on investor demand.
The prospectus said 85 percent of Facebook's 2011
revenue was derived from advertising. Social-gaming company Zynga, creator of
Farmville, accounted for 12 percent of Facebook's revenue last year.
The IPO will dwarf any recent debuts of Internet
companies, such as Zynga, LinkedIn Corp, Groupon Inc and Pandora Media Inc.
Their IPOs had mixed receptions. The last debut, from
Zynga, closed 5 percent below its IPO price during its first trading day in
December.
Google raised just shy of $2 billion in 2004, while
Groupon last year tapped $700 million and Zynga $1 billion.
THE HACKER WAY
Facebook aims to be more attractive to potential large
advertisers. It has improved its ad targeting capabilities as it collects user
data through new features such as the Timeline, said George John, founder of
Rocket Fuel, a digital marketing company.
Advertising revenue increased 69 percent in 2011 from
2010, and its average revenue per ad increased 18 percent.
"As Facebook gathers more and more users' time
and data, it makes sense for advertisers to get more serious about allocating
more budget to Facebook," he said.
In its prospectus, Facebook revealed an effective 2011
tax rate of 41 percent and warned it could climb in 2012. That rate surpasses
the average corporate rate of 35 percent and far outstrips industry peers like
Apple, which through offshore businesses pay far less.
Yet in his letter to investors, Zuckerberg stressed
Facebook's "social mission" over the pursuit of profits.
"Facebook was not originally founded to be a
company," he said. "Simply put: we don't build services to make
money; we make money to build better services."
He laid out his vision for a company that remained
grounded in an engineering culture, devoting several paragraphs of his letter
to what he called "The Hacker Way" at Facebook.
Some of Facebook's most successful products -
including Timeline, chat and video - emerged from "hackathons" where
coders gathered to build out prototypes and compare notes, Zuckerberg wrote.
"Hackers believe that something can always be
better, and that nothing is ever complete," he said. "There's a
hacker mantra that you'll hear a lot around Facebook offices: 'Code wins
arguments.'"
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