Once Groupon goes public on Friday, its founding trio won't be giving up their sway over the daily deals giant they started in October 2008, thanks to a dual-class share structure that's rigged in their favor.
According to an amended SEC filing posted today, Groupon's three founders--CEO Andrew Mason, Executive Chairman Eric Lefkofsky, and Director Bradley Keywell--will control 58.1 percent of the voting shares of outstanding capital stock. Specifically, the founders will own 34.1 percent of Class A common stock--each share of which gets one vote--and 100 percent of supervoting Class B shares, which each get 150 votes.
AllThingsD previously reported on Groupon's latest filing.
Post-IPO, the filing warns, Groupon's three founders will have "significant influence over management and over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets, for the foreseeable future."
Groupon has filed with regulators to sell 30 million shares at $16 to $18 per share. And in that range, Groupon could raise $621 million and boast a value of up to $11.4 billion, bankers said.
Earlier this year Groupon was valued at $20 billion and on track to move forward with a $750 million IPO. The company lowered its sights to a $540 million offering after it was revealed in June S-1 filings that it had nearly $400 million in net losses, which triggered an intense backlash, widespread doubts about its business model, and SEC scrutiny.
On Friday, a week before Groupon's expected IPO, bankers and fund managers indicated that Groupon's stock is likely to be oversubscribed, in part because it will only float 4.7 percent of shares in the offering. Such "narrow float" offerings often create a bidding frenzy for the shares on the first day of trading, thanks to the artificial scarcity of shares.
Groupon completed its East Coast roadshow last week. This week, the company picks it up again in San Francisco, Denver and Chicago. Goldman Sachs, Morgan Stanley, and Credit Suisse are Groupon's lead underwriters.
On Friday, Groupon shares are expected to begin trading on Nasdaq under the symbol "GRPN." The shares are scheduled to price on Thursday.