Facebook employees are in an enviable position: Each of them owns a small piece of a company that’s worth billions of dollars, which means each of them is looking at the prospect of a windfall — one day. But until Facebook sells or goes public — and neither prospect looks imminent — it’s hard for them to do much with their paper wealth.
Solution: Create a way for employees to sell a small portion of their shares at a pre-determined price. That’s what VentureBeat’s Eric Eldon says Facebook intends to do: He says workers will be able to sell up to 20% of their vested equity, at a $4 billion valuation this fall.
Facebook has declined to offer any comment to us, at least for now, so we’ll assume that there’s at least some truth to Eric’s report. But Eric doesn’t have any details about how the plan will work, so for the time being all we can do is speculate wildly. With that caveat, we can think of several different options Facebook may be considering:
- Allow employees to arrange transactions themselves, and sign off on each one. Unlikely given paperwork and other logistical headaches. And Facebook will want to control the number of equity shareholders it has — if they hit 500, they essentially become a public company* (A reader tells us this rule has changed; can anyone confirm? We believe the relevant SEC rule is Exchange Act Section 12(g). Thanks.)
- Arrange for a single buyer to hoover up all the shares in a single transaction. Much more likely, given the reasons above.
- Borrow the money itself to buy back the shares in a single transaction. Pro: It should be relatively easy for Facebook to borrow money at a higher valuation — somewhere between the $4 billion its employees are selling at, and the $15 billion preferred deal that Microsoft got — and reacquire equity it’s already distributed. Con: Borrowing money to pay for anything other than servers, real estate and the like may be a hard sell to Facebook’s exec team, board and investors.
In any event, this isn’t going to be a huge financial transaction:
- Assume that the employee option pool makes up no more than 15% of Facebook’s equity — 20% of that would mean that 3% of Facebook’s total equity could theoretically be in play. At a $4 billion valuation, that’s $120 million.
- But the numbers will likely be much smaller than that: Startup options typically vest over a 4-year period, and Facebook is barely 4 years old. And most employees have joined in the last two years; if Facebook follows a typical “cliff vest” structure, where none of your shares vest until you’ve been at the company for a year, that means that very few of their shares are eligible for the deal.
- So even if every employee who was able to sell shares decided to do so, our best guesstimate would be that at most, perhaps 0.05% to 1% of equity, valued at $20 to $40 million, will trade hands this fall. Divided up between the company’s 600+ employees, that’s a significant amount of money — perhaps enough to cover down payments on a Silicon Valley starter home, or to swap a Prius for a Tesla. But it’s unlikely that any of the Facebookers are going to cash in and drop out.
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