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S-1 filed by Groupon with the Securities and Exchange Commission

Transcript of Groupon PDF

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S-1 1 a2203913zs-1.htm S-1 Use these links to rapidly review the document TABLE OF CONTENTS Table of ContentsTable of Contents As filed with the Securities and Exchange Commission on June 2, 2011 Registration No. 333-

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM S-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Groupon, Inc.(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

7379 (Primary Standard Industrial Classification Code Number)

27-0903295 (I.R.S. Employer Identification Number)

600 West Chicago Avenue, Suite 620 Chicago, Illinois 60654 312-676-5773 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Andrew D. Mason Chief Executive Officer Groupon, Inc. 600 West Chicago Avenue, Suite 620 Chicago, Illinois 60654 312-676-5773 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: Steven J. Gavin, Esq. Matthew F. Bergmann, Esq. Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 312-558-5600 Peter M. Astiz, Esq. Gregory M. Gallo, Esq. Jason C. Harmon, Esq. DLA Piper LLP (US) 2000 University Avenue East Palo Alto, California 94303 650-833-2036

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Approximate date of commencement of proposed sale to the public: becomes effective.

As soon as practicable after this Registration Statement

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. o If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Non-accelerated filer (Do not check if a smaller reporting company) CALCULATION OF REGISTRATION FEE Accelerated filer o Smaller reporting company o

Title of Each Class of Securities to be Registered

Proposed Maximum Aggregate Offering Price (1)(2)

Amount of Registration Fee

Class A Common Stock, $0.0001 par value (1)

$750,000,000

$87,075

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes shares the underwriters have the option to purchase to cover over-allotments, if any.

(2)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

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Table of Contents

PROSPECTUS (Subject to Completion) Issued June 2, 2011The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders 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 and the selling stockholders are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Shares

CLASS A COMMON STOCK

Groupon, Inc. is offering shares of its Class A common stock and the selling stockholders are offering shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. 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 $ and $ per share.

We expect to apply to list our Class A common stock on the

under the symbol GRPN.

Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 11.

PRICE $

A SHARE

Price to Public

Underwriting Discounts and Commissions

Proceeds to Company

Proceeds to Selling Stockholders

Per Share Total

$ $ $

$ $

$ $

$

Groupon, Inc. and the selling stockholders have granted the underwriters the right to purchase up to an additional Class A common stock to cover over-allotments.

shares of

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.

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MORGAN STANLEY CREDIT SUISSE, 2011

GOLDMAN, SACHS & CO.

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TABLE OF CONTENTSPage

Prospectus Summary Risk Factors Special Note Regarding Forward-Looking Statements and Industry Data Use of Proceeds Dividend Policy Capitalization Dilution Selected Consolidated Financial and Other Data Management's Discussion and Analysis of Financial Condition and Results of Operations Business Management Executive Compensation Related Party Transactions Principal and Selling Stockholders Description of Capital Stock Material United States Federal Tax Considerations Shares Eligible for Future Sale Underwriting Legal Matters Experts Where You Can Find Additional Information Index to Consolidated Financial Statements

1 11 32 34 34 35 38 40 44 68 86 93 111 117 120 124 130 132 138 138 138 F-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, the selling stockholders nor the underwriters have authorized anyone to provide you with additional or different information. We and the selling stockholders 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 (25 days after the commencement of this offering), 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, the selling stockholders 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.

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Table of Contents

LETTER FROM ANDREW D. MASON June 1, 2011 Dear Potential Stockholders, On the day of this writing, Groupon's over 7,000 employees offered more than 1,000 daily deals to 83 million subscribers across 43 countries and have sold to date over 70 million Groupons. Reaching this scale in about 30 months required a great deal of operating flexibility, dating back to Groupon's founding. Before Groupon, there was The Pointa website launched in November 2007 after my former employer and one of my cofounders, Eric Lefkofsky, asked me to leave graduate school so we could start a business. The Point is a social action platform that lets anyone organize a campaign asking others to give money or take action as a group, but only once a "tipping point" of people agree to participate. I started The Point to empower the little guy and solve the world's unsolvable problems. A year later, I started Groupon to get Eric to stop