April 25, 2024

DealBook: Groupon Seeks Offering Near $12 Billion Valuation

Groupon's founder, Andrew Mason. Enthusiasm for Groupon's I.P.O. has fallen, in part because of questions about accounting.Asa Mathat/All Thing Digital, via ReutersGroupon’s founder, Andrew Mason. Enthusiasm for Groupon’s I.P.O. has fallen, in part because of questions about accounting.

9:05 p.m. | Updated

Groupon, the daily deal site, is seeking to sell shares in an offering that would value the company at close to $12 billion, several people with knowledge of the situation said on Wednesday.

Such a valuation, which is being weighed as the company prepares for an investor road show next week to pitch its initial public offering, would be a steep comedown from earlier expectations that an I.P.O. of the Internet darling could value the company as much as $25 billion to $30 billion.

But shaky stock markets in recent months have prompted the company’s bankers to revise their calculations. Enthusiasm for Groupon has also been tempered amid sharp questions over its business model and accounting.

The stock offering, likely to take place next month, is expected to be less than 10 percent of the valuation and could be as small as $500 million, the people with knowledge of the situation said. The valuation is estimated to be more than $10 billion and will be significantly higher if markets improve.

The market challenges facing the Groupon I.P.O. are shared by other companies seeking to go public.

Prolonged market volatility and uncertainty over the global economy have put the market for offerings in a deep freeze since the middle of August. This week, Liberty Mutual and Glacier Water Services withdrew their I.P.O.’s. And Zeltiq Aesthetics, which was the second company to complete an initial offering since August, priced its stock sale below its expected range.

The chill has affected even hotly anticipated Internet offerings like Groupon’s. Less than three years old, the Chicago-based company has rocketed to stardom. The site, which features deeply discounted offers on local goods and services, has attracted more than 115 million subscribers. Its work force, meanwhile, has swelled to more than 9,600, spread across some 220 markets. Sales have also kept apace. In the first six months of this year, it recorded revenue of $688.1 million.

Yet, despite its swift rise, the company has stumbled at several turns on the way to the public markets.

Known for its unabashedly eccentric culture, Groupon has at times defied the norms expected of a company preparing to go public. It has been forced to amend its prospectus several times, in large part to revise accounting.

Among those revisions was eliminating a metric that subtracted Groupon’s online marketing expenses from its operating performance, which critics said gave a misleading impression of profitability. The company also restated its revenue by stripping out payouts to vendors, essentially halving what had once been eye-popping numbers.

Accounting questions were not Groupon’s only problem. The company was criticized for apparently violating a regulatory quiet period before its I.P.O. — a memorandum to employees from Andrew Mason, the chief executive, that extolled the company and was leaked to the media. Groupon settled the matter by incorporating it in a revised prospectus. And earlier this month, the company submitted yet another filing to release the full memo and to disclose additional details on its accounting methods.

The start-up, still the leader of the daily deal market, has also drawn the ire of critics and some small business owners, who strongly question whether its business model is sustainable in the long run. Several vendors, frustrated by low margins and the lack of repeat customers, have written scathing missives online. Meanwhile, analysts say its once eye-popping growth seems to be slowing, despite heavy marketing.

The company, which has pledged to pull back on advertising, spent $432 million on marketing in the first six months of this year.

The mounting criticism also comes at a somewhat vulnerable time for Groupon’s management team. Its chief operating officer, Margo Georgiadis, stepped down last month, after about five months at her post. A replacement has not been named.

Despite its hurdles, Groupon’s offering remains one of the most anticipated technology I.P.O.’s this year. The company, which will trade under the ticker GRPN, has hired Morgan Stanley, Goldman Sachs and Credit Suisse to serve as its lead underwriters.

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DealBook: Heated Frenzy for Tech I.P.O.’s Fails to Ignite Freescale

Richard Beyer, right, of Freescale Semiconductor, watched trading at the New York Stock Exchange Thursday.Richard Drew/Associated PressRichard Beyer, right, of Freescale Semiconductor watched trading at the New York Stock Exchange on Thursday.

For the last several weeks, the market for initial public offerings looked red hot, thanks almost entirely to the eye-popping debut of the professional social network LinkedIn.

Shares in the Internet darling more than doubled in their first day of trading and have stayed in the stratosphere even after an 8 percent decline on Thursday.

But it takes more than a connection to technology to cook up a sizzling I.P.O., as Freescale Semiconductor learned this week.

Shares in the chip maker closed on Thursday at $18.33, up 1.8 percent from their offering price, after having risen even higher earlier in the day. But the company’s debut price of $18, set on Wednesday night, was at the bottom of an already reduced price range. It earned Freescale $783 million in proceeds, instead of the original $1 billion target.

Richard M. Beyer, Freescale’s chief executive, said in a telephone interview on Thursday morning that he was pleased with the stock’s performance, even at the reduced initial price.

“We seem to have priced it at a level that the investment community thinks is good,” he said.

Freescale was not even the worst-performing stock debut this week. Spirit Airlines, a low-cost carrier, saw its shares tumble 3.8 percent to $11.55 in its first day of trading on Thursday even after having cut its offering’s price range. And shares in the American International Group remain below the $29 price set for the long-awaited sale of stock owned by the federal government.

Mr. Beyer cited the choppier market for offerings that were not related to social media as the primary driver behind Freescale’s price range.

The experience of Freescale shows how the recent frothiness in the initial offering market has been confined in part to social-media companies like LinkedIn and Yandex, a Russian search engine whose $1.3 billion offering was the largest by an Internet company in the United States since Google’s debut in 2004.

“We did consider changing the name of our company to ‘Freescale Social Networking,’ “ Mr. Beyer joked.

Seriously, he added, “We’re O.K. with the fact that some of those social networking company I.P.O.’s have been doing much better, but those investments weren’t made with macroeconomics in mind.”

Freescale is only the latest company owned by private equity firms to seek a return to the public markets. Earlier this year, Nielsen, the ratings company; the hospital operator HCA; and the oil-and-gas pipeline company Kinder Morgan all held well-received offerings. While Nielsen’s stock remains well above the company’s offering price, shares in HCA and Kinder Morgan have since fallen below their debuts.

All told, initial offerings by buyout-backed companies total $13.9 billion so far this year, according to data from Thomson Reuters. They account for 63 percent of all I.P.O.’s in the United States.

None of Freescale’s private equity owners, including the Blackstone Group, the Carlyle Group, TPG Capital and Permira, sold shares in the offering, unlike other private equity-backed I.P.O.’s this year. Those owners are likely to wait until Freescale’s stock price rises before selling their holdings, hoping to eke out even a small profit.

Freescale’s offering is notable given the company’s reputation as one of the more troubled takeovers of the private-equity boom. It was acquired in 2006 by several buyout firms for $17.6 billion, or $40 a share.

That acquisition left the company with an enormous debt, which now stands at $7.6 billion. All of the proceeds of the initial offering will go to reducing that burden.

Freescale was also battered by the recession, which reduced demand for the products containing its chips like cars, networking equipment and consumer products.

The company reported a loss of more than $1 billion last year, though its revenue began to rise again after a slump in 2009.

Mr. Beyer said that one of Freescale’s biggest priorities was cutting its debt, since the company saves about $8 million in interest expense for every $100 million in obligations it pays off. After the I.P.O., Freescale’s interest expense will shrink to a little more than $500 million a year.

He added that a resurgence in two of Freescale’s core markets, autos and networking, was expected to continue this year, with more than 10 percent growth in the former and about 6 percent in the latter.

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