Lyft, Inc. (Exact Name of Registrant As Specified in Its Charter)
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S-1 1 d633517ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on March 1, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lyft, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 20-8809830 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Lyft, Inc. 185 Berry Street, Suite 5000 San Francisco, California 94107 (844) 250-2773 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Logan Green Co-Founder and Chief Executive Officer John Zimmer Co-Founder, President and Vice Chairman Lyft, Inc. 185 Berry Street, Suite 5000 San Francisco, California 94107 (844) 250-2773 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Katharine A. Martin Kristin N. Sverchek Richard A. Kline Rezwan D. Pavri David V. Le Anthony J. McCusker Lisa L. Stimmell Kevin C. Chen An-Yen E. Hu Andrew T. Hill Christopher M. Reilly Goodwin Procter LLP Wilson Sonsini Goodrich & Rosati, P.C. Lyft, Inc. 601 Marshall Street 650 Page Mill Road 185 Berry Street, Suite 5000 Redwood City, California 94063 Palo Alto, California 94304 San Francisco, California 94107 (650) 752-3100 (650) 493-9300 (844) 250-2773 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 of 1933 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Title of each Class of Aggregate Amount of Securities to be Registered Offering Price(1)(2) Registration Fee Class A common stock, par value $0.00001 per share $100,000,000 $12,120 (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended. (2) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase, if any. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Class A Common Stock Shares in This is an initial public offering of shares of Class A common stock of Lyft, Inc. filed Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the securities initial public offering price per share will be between $ and $ . We have applied to list our Class A common stock on the statement these Nasdaq Global Select Market under the symbol “LYFT”. We have two classes of common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock buy and Class B common stock are identical, except voting and conversion rights. Each share of Class A common stock is entitled to one vote. to Each share of Class B common stock is entitled to 20 votes and is convertible at any time into one share of Class A common stock. Upon the registration over completion of this offering, Logan Green, our co-founder, Chief Executive Officer and a member of our board of directors, will hold approximately % of the voting power of our outstanding capital stock; and John Zimmer, our co-founder and President and Vice Chairman the an of our board of directors, will hold approximately % of the voting power of our outstanding capital stock. As a result, individually or together, until seek Logan Green and John Zimmer, collectively referred to herein as our Co-Founders, will be able to significantly influence any action requiring it sold the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate does of incorporation and bylaws and the approval of any merger, consolidation, sale of all or substantially all of our assets or other be nor major corporate transaction. not sell may We will be treated as an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, for certain purposes until to we complete this offering. As such, in this prospectus we have taken advantage of certain reduced disclosure obligations that apply to o_er emerging growth companies regarding selected financial data and executive compensation arrangements. an. securities 2019 not, is See “Risk Factors” beginning on page 20 to read about factors you should consider before buying shares of our These. dated Class A common stock. changedprospectus Neither the Securities and Exchange Commission nor any other regulatory body has approved be or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. may Any representation to the contrary is a criminal o•ense. completion, andpreliminaryto Per share Total This Initial public o_ering price $ $ (1) . Subject Underwriting discount $ $ complete . Proceeds, before expenses, to Lyft, Inc. $ $ not e_ective isis (1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters. permitted not is At our request, the underwriters have reserved up to shares of Class A common stock, or % of the shares o_ered by this prospectus, prospectus for sale at the initial public o_ering price in a directed share program, to our directors, certain Commissionsale of our employees and the friends and family members of our directors and such employees, as well as certain drivers on our platform. To or recognize certain drivers who have contributed to our success, we will pay cash bonuses that will allow such drivers to more easily o_er participate in the directed share program. See the section titled “Underwriting—Directed Share Program.” preliminaryExchange the thisand To the extent that the underwriters sell more than shares of Class A common stock, the underwriters have the option to purchase up to an in additional shares from Lyft, Inc. at the initial public o_ering price less the underwriting discount. where Securities The underwriters expect to deliver the shares against payment in New York, New York, on or about informationthe jurisdiction , 2019. Thewithany J.P. Morgan Credit Suisse Je•eries UBS Investment Bank Stifel RBC Capital Markets KeyBanc Capital Markets Cowen Raymond James Canaccord Genuity Evercore ISI Piper Ja•ray JMP Securities Wells FargoSecurities KKR Academy Securities Blaylock Van Penserra Siebert Cisneros Shank & Co The Williams Capital Group Prospectus dated , 2019 Table of Contents Improve people’s lives with the world’s best transportation. Our mission Table of Contents 1.9 million Drivers in 2018 Lyft helps drivers get closer to their goals, whether they’re paying their bills or funding their dreams. Drivers 30.7 million Riders in 2018 Riders across North America are exploring their cities thanks to more affordable, convenient and reliable transportation. Riders Table of Contents $2.2 billion Revenue in 2018 $8.1 billion Bookings in 2018 1 billion+ Cumulative rides 300+ Markets in US and Canada 1 Mission Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1 RISK FACTORS 20 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 62 INDUSTRY, MARKET AND OTHER DATA 64 USE OF PROCEEDS 66 DIVIDEND POLICY 67 CAPITALIZATION 68 DILUTION 71 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA 74 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 76 OUR LIFE’S WORK 109 BUSINESS 124 MANAGEMENT 157 EXECUTIVE COMPENSATION 168 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 185 PRINCIPAL STOCKHOLDERS 191 DESCRIPTION OF CAPITAL STOCK 194 SHARES ELIGIBLE FOR FUTURE SALE 201 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK 204 UNDERWRITING 208 LEGAL MATTERS 220 EXPERTS 220 WHERE YOU CAN FIND ADDITIONAL INFORMATION 220 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Through and including , 2019 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.