华尔街大银行怎么着都赚钱，Facebook的IPO就是新的例子。

    即便Facebook股价下跌，给普通投资者造成了损失，摩根士丹利（Morgan Stanley）和其他Facebook的IPO承销商仍可能在交易这只社交媒体股票的过程中赚个盆满钵满。事实上，摩根士丹利和另外几家投行在向公众出售Facebook股票时就已经做好了准备，Facebook股价跌得越多，他们赚得越多。

    “我们认为摩根士丹利在这笔交易中干得很漂亮，”Facebook另一家承销商的一位人士称。“抛开银行声誉不谈，Facebook对于摩根士丹利而言并不是一桩糟糕的买卖。”

    IPO专家们称，尽管IPO圈子外的人很难理解，但摩根士丹利等Facebook承销商们可能存在的行为在华尔街实属稀松平常。交易本身看来并不违反任何规定，甚至早就在Facebook的招股说明书中进行了披露。但眼下，外界对摩根士丹利处置这宗IPO的做法讨伐之声日盛，因此，摩根士丹利能从Facebook股价下跌中获利还是引发了更多质疑。监管部门正在调查，摩根士丹利和Facebook首次公开募股的其他承销商的分析师们是否在IPO前向某些客户、而没有向其他客户提示Facebook存在的问题。投资者们也在提起诉讼。

    下面是摩根士丹利确保从Facebook股价下跌中赚钱的可能方式：通常，投行在IPO中卖出的股票数量会比其实际持有量多出15%。在Facebook的IPO中，这个差额约为6,300万股。他们怎么做到的呢？每项IPO交易都签有协议，允许承销商以略低于IPO发行价的价格向发行人购买更多股票。因此，如果股票发行后股价上涨，承销商可以向发行人购买股票，兑现它们承诺交付、但并不实际拥有的那些股票，从中赚取一定差价。这是通常情况。

    但正如我们所知，Facebook的IPO情况并非如此。上市后股价震荡走低。因此，如果承销商需要交付超售股票，就可以在二级市场以越来越低的价格买入，而无需向发行人购买。实际就等于承销商在做空这只股票。而且，同所有做空交易一样，买入的价格越低，赚的钱就越多。作为此次IPO主承销商，摩根士丹利卖出了大部分Facebook股票，录得大部分交易利润。

    摩根士丹利到底赚了多少钱？外部人士无从得知。上周二，Facebook股价曾跌至31美元。如果摩根士丹利和其他承销商都是按这个价格购入，相比IPO价格，这些华尔街银行能赚取近4.5亿美元。此外，它们还共享约1.7亿美元承销费。承销费的很大部分也归摩根士丹利所有。但有可能它们没赚那么多。很多人猜测，在Facebook首日上市时摩根士丹利和其他承销商以38美元的IPO发行价买入了Facebook股票，以支撑该股股价。这些买单都是亏损的，会压低它们的交易利润。而且，很可能摩根士丹利和其他承销商在该股下跌的过程中也曾努力支撑该股，持续买入股票。与此项交易关系密切的一位人士预计交易利润为1亿美元，仍然可以算得上大赚了一笔。

    Here's another example of how on Wall Street for the big banks it's heads they win, tails they win.

    Even as Facebook's shares dropped, causing losses for regular investors, Morgan and other underwriters of the company's IPO likely racked up big profits trading the social media company's shares. In fact, Morgan Stanley and the other banks who were selling Facebook shares to the public were positioned to make more money the lower Facebook's shares went.

    "We think Morgan has done pretty well on the deal," says a person at a bank that was one of Facebook's other underwriters. "Reputation of the bank aside, Facebook hasn't been a bad trade for Morgan."

    IPO experts say what Morgan and Facebook's other underwriters likely did is a common, though little understood outside of IPO circles, practice on Wall Street. The trading itself doesn't appear to have broken any rules. It was even disclosed in Facebook's prospectus. Nonetheless, the fact that Morgan profited as Facebook's stock sank raises more questions for the bank at a time when it's facing increasing scrutiny for how it handled the IPO. Regulators are looking into whether analysts at Morgan and other underwriters warned some clients but not others about problems at Facebook shortly before the IPO. Investors are suing as well.

    Here's how Morgan (MS) likely booked a profit on Facebook's fall: Investment bankers typically sell 15% more shares in an IPO than they actually have. For Facebook (FB), the difference was about 63 million shares. How can they do that? Included in every IPO deal is an agreement that gives underwriters the ability to buy more stock from the company at a slight discount to the IPO price. So if the price rises after the offering, the underwriters can buy the shares from the company that they have promised to other investors, but don't actually have, and book a small profit. That's what typically happens.

    But, as we all know, that's not what happened in Facebook's IPO. The stock dropped. As a result, the underwriters were able to pick up shares they didn't have in the market, rather than buying them from the company, at lower and lower prices. In effect, the underwriters were short the stock. And like all short trades, the lower the price you buy the stock back at, the more profit you make. Morgan, as the lead underwriter on the deal, sold the majority of Facebook's shares, so it booked the majority of the trading profit.

    How much did Morgan make? From the outside, it's impossible to know. Facebook's shares hit $31 on Tuesday. If Morgan and the other underwriters bought back every share they had sold at that price, the Wall Street banks would have pocketed nearly $450 million. And that's on top of the roughly $170 million they split in underwriting fees on the deal. Much of those fees went to Morgan as well. But it's likely they didn't make nearly that much. Many have speculated that Morgan and the other underwriters bought shares on Friday at $38, Facebook's IPO price, to support the stock. Those purchases were losers and would have cut into their trading profits. And it's likely Morgan and the others tried to continue to support the stock as it slipped further, buying back shares constantly as the stock dropped. A person close to the deal puts the trading profits at $100 million, still a big payday.

    对于非华尔街人士，整个安排看来就像是一场巨大的利益冲突。IPO前几天，摩根士丹利同意Facebook扩大发行规模，敲定的IPO发行价也高于最初预期。这在一定程度上导致Facebook上市后股价走低，为摩根士丹利带来了交易收益。当然，华尔街不这么看。Facebook的招股说明书就已列明：“根据承销协议，承销商出售的股票数量可能超出他们有义务买入的股票数量，产生空头头寸。”

    同样，监管机构看来也不是特别担心这种做法。SNR Denton律师事务所的合伙人沃尔特•凡•道恩曾在美国证券交易委员会（Securities and Exchange Commission）任职7年，部分职责就是监管IPO。他表示，IPO超额配售是众所周知的，“美国证券交易委员会不认为这其中存在利益冲突”。实际上，不太可能出现摩根士丹利支持Facebook股价下跌这种情况。对于曾为摩根士丹利创造巨大利润的科技投行团队，这可能对其声誉构成重大打击。

    不过，显然还是有很多人并不是很理解华尔街向公众出售股票的方式。即便是在华尔街业内人士中间，承销商能够从IPO股价下跌中获利的事实也并不广为人知。但是，Facebook交易开始让人们关注到这一做法，或许还能破除一个神话，即“IPO是华尔街最后一条赚快钱的可靠途径”。其实早该如此了。

    译者：老榆木

    To anyone outside of Wall Street, this whole arrangement seems like a giant conflict of interest. Just days before the IPO, Morgan agreed to allow Facebook to sell more shares than it originally proposed. Morgan also set the IPO price higher than originally expected. That, in part, set the stock up for the fall, creating the trading gains for Morgan. Wall Street, of course, doesn't see it that way. In fact, Facebook's own prospectus says that the underwriters "may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position."

    Regulators don't seem particularly concerned with the practice either. Walter Van Dorn, a partner at law firm SNR Denton who spent seven years at the Securities and Exchange Commission in part monitoring IPOs, says that the practice of over allotment in IPOs was well-known. "The SEC doesn't see it as a conflict of interest," says Van Dorn. Indeed, it's unlikely that Morgan was rooting for Facebook's stock to drop. The deal has likely been a big hit to the reputation of its tech banking team, which had generated huge fees for the firm.

    Still, what's clear is that there is a lot that's not understood about the way Wall Street sells shares to the public. Even among Wall Streeters, the fact that underwriters can profit from IPO stock drops is not widely known. The Facebook deal is shedding some light on the process, and hopefully dispelling the myth that IPOs are the last guaranteed way to make a quick buck on Wall Street. That's long overdue.