????華爾街大銀行怎么著都賺錢，Facebook的IPO就是新的例子。

????即便Facebook股價下跌，給普通投資者造成了損失，摩根士丹利（Morgan Stanley）和其他Facebook的IPO承銷商仍可能在交易這只社交媒體股票的過程中賺個盆滿缽滿。事實上，摩根士丹利和另外幾家投行在向公眾出售Facebook股票時就已經做好了準備，Facebook股價跌得越多，他們賺得越多。

????“我們認為摩根士丹利在這筆交易中干得很漂亮，”Facebook另一家承銷商的一位人士稱。“拋開銀行聲譽不談，Facebook對于摩根士丹利而言并不是一樁糟糕的買賣。”

????IPO專家們稱，盡管IPO圈子外的人很難理解，但摩根士丹利等Facebook承銷商們可能存在的行為在華爾街實屬稀松平常。交易本身看來并不違反任何規定，甚至早就在Facebook的招股說明書中進行了披露。但眼下，外界對摩根士丹利處置這宗IPO的做法討伐之聲日盛，因此，摩根士丹利能從Facebook股價下跌中獲利還是引發了更多質疑。監管部門正在調查，摩根士丹利和Facebook首次公開募股的其他承銷商的分析師們是否在IPO前向某些客戶、而沒有向其他客戶提示Facebook存在的問題。投資者們也在提起訴訟。

????下面是摩根士丹利確保從Facebook股價下跌中賺錢的可能方式：通常，投行在IPO中賣出的股票數量會比其實際持有量多出15%。在Facebook的IPO中，這個差額約為6,300萬股。他們怎么做到的呢？每項IPO交易都簽有協議，允許承銷商以略低于IPO發行價的價格向發行人購買更多股票。因此，如果股票發行后股價上漲，承銷商可以向發行人購買股票，兌現它們承諾交付、但并不實際擁有的那些股票，從中賺取一定差價。這是通常情況。

????但正如我們所知，Facebook的IPO情況并非如此。上市后股價震蕩走低。因此，如果承銷商需要交付超售股票，就可以在二級市場以越來越低的價格買入，而無需向發行人購買。實際就等于承銷商在做空這只股票。而且，同所有做空交易一樣，買入的價格越低，賺的錢就越多。作為此次IPO主承銷商，摩根士丹利賣出了大部分Facebook股票，錄得大部分交易利潤。

????摩根士丹利到底賺了多少錢？外部人士無從得知。上周二，Facebook股價曾跌至31美元。如果摩根士丹利和其他承銷商都是按這個價格購入，相比IPO價格，這些華爾街銀行能賺取近4.5億美元。此外，它們還共享約1.7億美元承銷費。承銷費的很大部分也歸摩根士丹利所有。但有可能它們沒賺那么多。很多人猜測，在Facebook首日上市時摩根士丹利和其他承銷商以38美元的IPO發行價買入了Facebook股票，以支撐該股股價。這些買單都是虧損的，會壓低它們的交易利潤。而且，很可能摩根士丹利和其他承銷商在該股下跌的過程中也曾努力支撐該股，持續買入股票。與此項交易關系密切的一位人士預計交易利潤為1億美元，仍然可以算得上大賺了一筆。

????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.