The Wall Street Journal landed the secret memo Goldman Sachs is sending to clients about investing in Facebook.
It’s sort of eerie, and doesn’t mention Facebook. It’s just “a private company,” which “trades in a limited manner on certain private markets.”
This is just the first solicitation memo.
“When you have a chance I wanted to find a time to discuss a highly confidential and time sensitive investment opportunity in a private company that is considering a transaction to raise additional capital.
For confidentiality reasons, I am unable to tell you the name of the company unless you agree not to use such information other than in connection with your evaluation of the investment opportunity and to keep all information that we reveal to you strictly confidential. All I can tell you is that it is a private company, but that its stock trades in a limited manner on certain private markets.
If you are a participant in trading on private markets, you may wish to decline receiving information about this opportunity because of the restrictions that will be imposed on you, which I will now describe.
If you agree not to use information that we reveal to you (including the name of the company and that the company is considering a transaction) other than in connection with your evaluation of the investment opportunity and to keep all such information strictly confidential until the information has become public, I will be able to disclose the name of the company and provide you with more information about the company and the investment opportunity.
In addition, certain information we will reveal to you about the investment opportunity and the related transaction will constitute material nonpublic information about this private company. US federal securities laws impose restrictions on certain securities trading on the basis of material nonpublic information.
You must agree that if we disclose to you information regarding the company, the investment opportunity and the related transaction, you will not purchase or sell the company’s securities until the earlier of (i) the date when all of the information either has been publicly disclosed or is no longer material and (ii) 6 months after the date on which we provide you the information.
However, even after such 6 month period has elapsed, trading in the company’s securities will remain subject to federal securities laws and you will need to determine at the time of any transaction, in consultation with your advisors and based upon the prevailing facts and circumstances, whether purchasing or selling the company’s securities would be in compliance with such laws.
If you agree to these restrictions either by responding to this email or verbally on any subsequent telephone conversation that we have, I will send you an email confirming your agreement to be subject to these restrictions and, on that basis, will provide you with a summary of the investment opportunity.”