Groupon : prospectus d'introduction en bourse

Tcs Composition

Description

Groupon, Inc. is offering 30,000,000 shares of its Class A common stock. This is our initial public offering
and no public market currently exists for our shares. We anticipate that the initial public offering price of
our Class A common stock will be between $16.00 and $18.00 per share.

Sujets

• Introduction en bourse
• Capital risque

Informations

• Publié par: pascal4
• Publié le: 22 octobre 2011
• Nombre de lectures: 1 173
• Langue: English
• Poids de l'ouvrage: 1 Mo

Extrait

PROSPECTUS (Subject to Completion) Issued October 21, 2011 30,000,000 Shares 29AUG201113210610 CLASS A COMMON STOCK Groupon, Inc. is offering 30,000,000 shares of its Class A common stock. This is our initial public offering and no public market currently exists for our shares. We anticipate that the initial public offering price of our Class A common stock will be between $16.00 and $18.00 per share. Following this offering, we will have two classes of outstanding common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock will be identical, except with respect to voting and conversion. Each share of Class A common stock will be entitled to one vote per share. Each share of Class B common stock will be entitled to 150 votes per share and will be convertible at any time into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately 36.3% of the voting power of our outstanding capital stock following this offering. We have applied to list our Class A common stock on the NASDAQ Global Select Market under the symbol ‘‘GRPN.’’ Investing in our Class A common stock involves risks. See ‘‘Risk Factors’’ beginning on page 11. PRICE $ A SHARE Underwriting Price to Discounts and Proceeds to Public Commissions Groupon Per Share ...................$$$ Total ....................... Groupon, Inc. has granted the underwriters the right to purchase up to an additional 4,500,000 shares of Class A common stock to cover over-allotments. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2011. MORGAN STANLEY GOLDMAN, SACHS & CO. CREDIT SUISSE ALLEN & COMPANY LLC BofA MERRILL LYNCH BARCLAYS CAPITAL CITIGROUP DEUTSCHE BANK SECURITIES J.P. MORGAN WELLS FARGO SECURITIES WILLIAM BLAIR & COMPANY LOOP CAPITAL MARKETS RBC CAPITAL MARKETS THE WILLIAMS CAPITAL GROUP, L.P. , 2011 The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.TABLE OF CONTENTS Page Page Prospectus Summary................ 1 Executive Compensation ............. 102 Risk Factors ...................... 11 R elated Party Transactions ........... 122 Letter from Andrew D. Mason ........ 33 P rincipal Stockholders............... 130 Special Note Regarding Forward-Looking Description of Capital Stock .......... 133 Statements and Industry Data ....... 35 M aterial United States Federal Tax Use of Proceeds ................... 37 Considerations .................. 140 Dividend Policy 37 Shares Eligible for Future Sale ........ 146 Capitalization ..................... 38 Underwriting ..................... 148 Dilution ......................... 41 Legal Matters 155 Selected Consolidated Financial and Experts ......................... 155 Other Data 43 W here You Can Find Additional Management’s Discussion and Analysis of Information .................... 155 Financial Condition and Results of Index to Consolidated Financial Operations ..................... 47 Statements ..................... F-1 Business 75 Appendix A—Email from the Chief Management 94 Executive Officer of Groupon, Inc..... A-1 You should rely only on the information contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. We are offering to sell, and seeking offers to buy, our Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or any sale of shares of our Class A common stock. Until , 2011 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade shares of our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about and to observe any restrictions relating to the offering of the shares of Class A common stock and the distribution of this prospectus outside of the United States.PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes and the information set forth under the headings ‘‘Risk Factors’’ and ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’’ in each case included elsewhere in this prospectus. Except where the context requires otherwise, in this prospectus the terms ‘‘Company,’’ ‘‘Groupon,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to Groupon, Inc., a Delaware corporation, and where appropriate, its direct and indirect subsidiaries. GROUPON, INC. Groupon is a local e-commerce marketplace that connects merchants to consumers by offering goods and services at a discount. Traditionally, local merchants have tried to reach consumers and generate sales through a variety of methods, including the yellow pages, direct mail, newspaper, radio, television and online advertisements, promotions and the occasional guy dancing on a street corner in a gorilla suit. By bringing the brick and mortar world of local commerce onto the internet, Groupon is creating a new way for local merchants to attract customers and sell goods and services. We provide consumers with savings and help them discover what to do, eat, see and buy in the places where they live and work. We started Groupon in October 2008 and believe the growth of our business demonstrates the power of our solution and the size of our market opportunity:  We increased our revenue from $1.2 million in the second quarter of 2009 to $430.2 million in the third quarter of 2011. We generated these revenues from gross billings of $3.3 million for the second quarter of 2009 as compared to gross billings of $1,157.2 million for the third quarter of 2011. We had net income of $21,000 for the second quarter of 2009 as compared to a net loss of $10.6 million for the third quarter of 2011.  We expanded from five North American markets as of June 30, 2009 to 175 North American markets and 45 countries as of September 30, 2011. Revenue from our international and North American operations was $268.7 million and $161.5 million, respectively, in the third quarter of 2011.  We increased our subscriber base from 152,203 as of June 30, 2009 to 142.9 million as of September 30, 2011. A total of 43,014 customers purchased Groupons through the end of the second quarter of 2009 as compared to 29.5 million through the end of the third quarter of 2011, including 16.0 million customers who have purchased more than one Groupon since January 1, 2009.  We increased the number of merchants featured in our marketplace from 212 in the second quarter of 2009 to 78,649 in the third quarter of 2011.  We sold 116,231 Groupons in the second quarter of 2009 compared to 33.0 million Groupons in the third quarter of 2011.  We grew from 37 employees as of June 30, 2009 to 10,418 employees as of September 30, 2011. Each day we email our subscribers discounted offers for goods and services that are targeted by location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. A typical deal might offer a $20 Groupon that can be redeemed for $40 in value at a restaurant, spa, yoga studio, car wash or other local merchant. Customers purchase Groupons from us and redeem them with our merchants. Our revenue is the purchase price paid by the customer for the Groupon less an agreed upon percentage of the purchase price paid to the featured merchant. Our gross billings represent the gross amounts collected from customers for Groupons sold, and we consider this metric to be 1an indicator of our growth and business performance as it measures the dollar volume of transactions through our marketplace. Gross billings are not equivalent to revenues or any other metric presented in our consolidated financial statements. Our Advantage Customer experience and relevance of deals. We are committed to providing a great customer experience and maintaining the trust of our customers. We use our technology and scale to target relevant deals based on individual subscriber preferences. As we increase the volume of transactions through our marketplace, we increase the amount of data that we have about deal performance and customer interests. This data allows us to continue to improve our ability to help merchants design the most effective deals and deliver deals to customers that better match their interests. Merchant scale and quality. In the nine months ended September 30, 2011, we featured deals from over 190,000