After the New York Times' DealBook reported last night that Goldman Sachs had invested $450 million in Facebook with an additional $50 million coming from a Russian firm that, taken together, meant the social network was being valued at $50 billion, news outlets ran with the story. Thirteen hours later, though, Andrew Ross Sorkin and Susanne Craig updated the post with new information that reveals the special pitch Goldman made to its A-list investors.
On Sunday night, a number of anonymous Goldman clients received email messages from their brokers that didn't mention Facebook by name but, from actions that have taken place since, we now know to be Facebook, DealBook reported. The messages offered "them the opportunity to invest in an unnamed 'private company that is considering a transaction to raise additional capital,'" according to DealBook. "Another person briefed on the deal said that Goldman clients would have to pony up a minimum of $2 million to invest and would be prohibited from selling their shares until 2013."
Even at that price tag, Goldman will have to wrangle 750 investors to reach the $1.5 billion it is expected to raise for Facebook, putting it well above the SEC's 500-person threshold that would force the company to hold an initial public offering unless Goldman is able to successfully argue that a special investment vehicle set up specifically for its investors for this project only counts as one person of record.
In addition to the $2 million minimum and inability to sell shares until 2013, the email that Goldman's brokers sent out on Sunday night detailed another rule that, if violated, would interest the SEC's top cops: "[R]ecipients who trade in secondary markets where private firms like Facebook trade may want to steer clear of participating because if they opt in they may receive material non-public information on the unnamed company that will restrict future trading," DealBook reported.
A Goldman Sachs spokesperson wouldn't comment for the story.