11/1/11 1:53 PM S-1/A 1 a2205238zs-1a.htm S-1/A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Table of Contents As filed with the Securities and Exchange Commission on November 1, 2011 Registration No. 333-174661 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Groupon, Inc. (Exact name of Registrant as specified in its charter) Delaware 7379 27-0903295 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) 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. David R. Schellhase, Esq. Peter M. Astiz, Esq. Matthew F. Bergmann, Esq. General Counsel Gregory M. Gallo, Esq. Winston & Strawn LLP Groupon, Inc. Jason C. Harmon, Esq. 35 West Wacker Drive 600 West Chicago Avenue, Suite 620 DLA Piper LLP (US) Chicago, Illinois 60601 Chicago, Illinois 60654 2000 University Avenue 312-558-5600 312-676-5773 East Palo Alto, California 94303 650-833-2036 http://www.sec.gov/Archives/edgar/data/1490281/000104746911008854/a2205238zs-1a.htm Page 1 of 401 11/1/11 1:53 PM Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 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. ! 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. ! 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. ! 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. ! 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 ! Accelerated filer ! Non-accelerated filer " (Do not check if a smaller reporting company) Smaller reporting company ! 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. http://www.sec.gov/Archives/edgar/data/1490281/000104746911008854/a2205238zs-1a.htm Page 2 of 401 11/1/11 1:53 PM Table of Contents PROSPECTUS (Subject to Completion) Issued November 1, 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. 30,000,000 Shares 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. http://www.sec.gov/Archives/edgar/data/1490281/000104746911008854/a2205238zs-1a.htm Page 3 of 401 11/1/11 1:53 PM 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 http://www.sec.gov/Archives/edgar/data/1490281/000104746911008854/a2205238zs-1a.htm Page 4 of 401 11/1/11 1:53 PM TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 11 Letter from Andrew D. Mason 33 Special Note Regarding Forward-Looking Statements and Industry Data 35 Use of Proceeds 37 Dividend Policy 37 Capitalization 38 Dilution 41 Selected Consolidated Financial and Other Data 43 Management's Discussion and Analysis of Financial Condition and Results of Operations 47 Business 75 Management 94 Executive Compensation 102 Related Party Transactions 122 Principal Stockholders 130 Description of Capital Stock 133 Material United States Federal Tax Considerations 140 Shares Eligible for Future Sale 146 Underwriting 148 Legal Matters 155 Experts 155 Where You Can Find Additional Information 155 Index to Consolidated Financial Statements F-1 Appendix A—Email from the Chief 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. http://www.sec.gov/Archives/edgar/data/1490281/000104746911008854/a2205238zs-1a.htm Page 5 of 401 11/1/11 1:53 PM Table of Contents 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.