September 22, 2018

Groupon Prices IPO at $16 to $18 a Share

Groupon, the Chicago based company that offers subscribers daily deals at restaurants and stores, is set to go public on November 3rd.

Offering 30 million shares at a range of $16 to $18, Groupon could potentially raise $510 million, with a company valuation of as much as $11.4 billion. If demand exceeds the number of shares initially offered, an additional 4.5 million shares may be made available by the underwriters.

Groupon initially filed to raise $750 million, but concerns about certain accounting practices and ongoing sustainability caused it to scale back.  Even though third quarter losses were $1.7 million, this was less than originally expected, and those losses occurred mainly in international business. North American business saw a profit, with earnings of $18.8 million.

Groupon has 149.2 million subscribers worldwide, seven times more than last year. Of those subscribers, approximately 29.5 million have purchased at least one deal from the site as of the 3rd quarter.

Even though the company has grown substantially larger recently, net revenue has slowed, growing only 9.6 percent in the last quarter to 430.2 million. That being said, Groupon says that it is still getting new subscribers.

This news comes as Groupon prepares to go on a two-week roadshow, hoping to attract potential investors. While looking to generate great interest in the IPO, Groupon is also aware that there may be tough questions from investors. Today’s prospectus hopes to quell any doubts about its sustainability, noting that the number of coupons sold per subscriber is up 27 percent from year to year, to 4.2. At the same time, the average revenue generated per coupon has grown approximately 31% over the same period last year.

But as Groupon tries to attract new subscribers by expanding the type of deals it offers, to include ticketed events and travel offers, these kinds of products bring in a lower profit margin per deal. Even though the yearly revenue has increased, the actual revenue per subscriber dropped in the third quarter to $3.3, a drop of 15 percent.

A big concern are marketing costs. The first 3 quarters of this year saw Groupon spending $613 million trying to attract new subscribers, compared to under $90 million in the first 3 quarters of 2010. With these concerns in mind, Groupon has reduced its marketing budget, with chief executive officer Andrew Mason pledging to further cut back expenses in the future.

Another issue that Groupon seeks to clarify is the notion of “selling stockholders”. The company has noted that its shareholders will not be offering any shares in the IPO. Recently, the founders of the company and their investors have sold a large amount of stocks, raising $950 million. $810 million of this amount went to current shareholders.

Groupon will trade on NASDAQ, using the ticker GRPN. The main Underwriters are Morgan Stanley, Goldman Sachs and Credit Suisse.

Related Links:

Dealbook Article

Groupon’s S-1 Filing at SEC

Techcrunch Article

BusinessWeek Article on Groupon IPO

Angie’s List Files For IPO

Angie’s List, an Indianapolis-based consumer website that provides consumer reviews of local service companies such as contractors and doctors, filed an initial public offering on Thursday. The company is looking to raise $75 million.

Founded in 1995 by Angie Hicks and Bill Oesterie, it has about 820,00 subscribers in 170 markets across the United States, posting an average of 40,000 reviews a month. The website works on a registered subscription basis, ensuring only unbiased reviews.

Angie’s List is not yet seeing a profit: even though Revenue increased by 40.5 percent to $38.6 million in the first half of 2011, it had a loss of $25.8 million. With marketing expenses on the rise, the filing states that the company intends to increase advertising spending, using money raised to “fund our advertising strategy to drive membership growth and for general corporate purposed, including working capital.”

The lead underwriter of the IPO will be Bank of America Merrill Lynch, Also participating are Allen & Company, Stifel Nicolaus Weisel, RBC Capital Markets, Janney Montgomery Scott, Oppenheimer & Co, ThinkEquity and CODE Advisors.

Read More:

Techcrunch Article

Dealbook Article

SEC S-1 Filing

Angie’s List

Systematic SEC Coverup Alleged

Matt Taibbi, venerable financial reporter for the Rolling Stone, is out with a scathing expose on an alleged systematic coverup by the SEC of Wall Street financial crimes. All the major newspapers have extensive coverage of the subject, and the entire financial blogosphere is weighing in on it.

Read Matt Taibbi’s Article Here:  Is the SEC Covering Up Wall Street Crimes?

Legislative Inquiry

Lawmakers are seeking answers from the Securities and Exchange Commission, after revelations that it is routine policy to destroy documents pertaining to MUIs, or “Matters Under Inquiry”.

9,000 Files Destroyed

Darcy Flynn, who has worked for the SEC for 13 years, claims that the agency destroyed documents and files from any preliminary inquiries that were not deemed serious enough to warrant a formal investigation. This practice has been common-place since 1993. From the SEC’s internal website:

“After you have closed a MUI that has not become an investigation you should dispose of any documents obtained in connection with the MUI.”

That directive seemingly goes against federal law, which requires the National Archives and Records Administration be responsible for the destruction of any records. In addition, 10 years prior, the SEC and NARA reached an agreement that all investigative records would be kept for 25 years, after which the NARA would be responsible for destroying them.

Among the more than 9,000 files destroyed, were inquiries regarding financial fraud and insider trading at Lehman Brothers, Deutsche Bank AG and SAC Capital Advisors LP, possible financial fraud at Bank of America and Wells Fargo in 2007 and 2008, Goldman Sachs’ trades of AIG credit-default swaps in 2009 and Bernard Madoff Investment Securities LLC.

MNY-08415 – Insider Trading at AIG Alleged

One such file was case MNY-08145: allegations of insider trading at AIG at the height of its financial woes in September 2008. When trading irregularities were reported by an employee of AIG to her superiors, she was fired. The SEC, rather than investigate the allegations itself, left it to AIG or outside counsel to conduct an internal investigation. On October 1st, 2009, the SEC closed the case. Talking to Matt Taibbi of Rolling Stone, certified fraud examiner Harry Markopolos summed up the SEC’s practice of allowing companies to handle their own investigations: “The last person you want to trust is the person being accused or their lawyer.”

“Lawyers Behaving Badly”

Strangely enough, Flynn’s involvement in what is now shaping up to be a long and drawn out investigation into the SEC’s practices, started with a seemingly routine e-mail. Sent to all SEC staff by SEC enforcement director Robert Khuzumi, the e-mail asked for any reports of experiences regarding “the behavior of counsel representing clients in…investigations has been questionable.” With a subject line reading “Lawyers Behaving Badly”, this message was referring to counsel outside of the SEC, but Flynn mistook it for the behavior of lawyers anywhere – ‘within’ the SEC included.

Flynn responded to Khuzumi’s email, recounting a story about an investigation into Deutsche Bank. Following comments by CEO Rolf Brewer, denying that the German bank was about to take over rival US firm Bankers Trust, stock prices in the US company dropped significantly. This in turn lowered the potential price for Deutsche Bank to merge with Bankers Trust. Flynn and other SEC investigators opened an MUI, and with increasing evidence of wrongdoing, began the move towards a full blown investigation. Needing only the seal of approval from the SEC director of enforcement, Richard Walker, the investigation was expected to continue. Things suddenly ground to a halt when Walker removed himself from the case, and two weeks later the investigation was terminated, with no explanation. The following October, Richard Walker was hired as general counsel of Deutsche Bank. (Interestingly enough, Khuzami had joined the SEC from Deutsche, where he had worked for Walker.)

Flynn stayed with the SEC for four more years after the Deutsche Bank investigation, before leaving briefly, and then returning, taking a job that involved managing the disposition of records. It was here that he discovered the SEC’s policy regarding MUIs, and started to think that he was in fact overseeing illegal activity.

Becoming increasingly concerned, Flynn contacted the NARA, who in turn contacted Barry Walters, in charge of document requests for the SEC, and Adam Storch, managing executive of the SEC’s enforcement division. In a letter, Paul Wester, director of modern records at the NARA, wrote: “If you confirm that federal records have been destroyed improperly, please ensure that no further such disposals take place and provide us with a written report with 30 days.”

Storch, accompanied by two SEC lawyers, met with Flynn to discuss his concerns. During the meeting, Flynn alleges that they discussed criminal liability, wondering if admitting the truth to the NARA would be a mistake. According to Flynn’s notes at the time, SEC assistant counsel Ken Hall said: “We could say that we do not believe there has been disposal inconsistent with the schedule.” When discussing the number of files destroyed, Storch allegedly said: “18,000 MUIs destroyed, including Madoff.”

Initially, Flynn and his lawyer Gary J. Aguirre didn’t intend to take the MUI accusations outside the Agency, assuring SEC chairman Mary Schapiro that this could be resolved internally if Flynn was protected against reprisal. After receiving no such assurance, Flynn contacted the SEC’s inspector general and wrote to three congressional agencies, one of them being the Senate Judiciary Committee, detailing his concerns.

In a July 15th letter to Sen. Grassley, ranking Republican on the Senate Judiciary Committee, Aguirre laid out the allegations against the SEC: “The SEC has been destroying MUI files containing federal records since at least 1993, if not earlier, through July 2010.” The letter stated that Mr. Flynn was “concerned that the SEC was in the process of engaging in a reprisal against him.” Aguirre is no stranger to the SEC’s handling of ‘whistle-blowers’, as he himself once worked for the Agency. In 2005, while investigating possible insider trading at Pequot Capital involving John Mack (current Chairman of Morgan Stanley), he was suddenly dismissed. A senate committee referred to his improper firing as part of a “process of reprisal.” In that particular case, Pequot founder Arthur Samberg paid out nearly $28 million in civil charges related to insider trading, bit never admitted or denied any wrongdoing.

This came at a time when Grassley was already investigating the SEC with respect their polices regarding following up on complaints. In a letter to securities regulator FINRA, Grassley specifically wanted to know how many complaints they had forwarded to the SEC regarding hedge fund SAC Capital. SAC has a history of accusations against it, including insider trading. FINRA had forwarded 19 complaints about SAC Capital to the SEC. Armed with this information, Grassley wrote to the SEC, inquiring as to how many of these referrals had been investigated, and asking for evidence to support this. Khuzami responded, saying that the SEC didn’t comment on investigations, and would not provide any further information. SAC Capital has previously commented on Grassley’s findings, saying the referrals “are neither findings nor allegations of insider trading.”

After being contacted by Flynn, Grassley sent a further letter to the SEC, wanting to know if the allegations that they routinely destroyed MUI records were true – and if so, was this the reason for their failure to provide him with information about SAC Capital.

Grassley commented: “From what I’ve seen, it looks as if the SEC might have sanctioned some level of case-related document destruction. It doesn’t make sense that an agency responsible for investigations would want to get rid of potential evidence. If these charges are true, the agency needs to explain why it destroyed documents, how many documents it destroyed over what time frame and to what extent its actions were consistent with the law.”

In a letter to Mary Schapiro, Grassley questioned the Agency’s policies, asking if Flynn’s allegations were true, and if so, was there any way the destroyed documents could be retrieved. An SEC spokesman said that the agency has a computerized record of every MUI process, and if necessary, certain items such as brokerage trading records, emails and newspaper clippings can be retrieved.

Spokespeople for Goldman Sachs, Bank of America, Wells Fargo and Citigroup declined to comment, and there has been no response from Lehman. As for Deutsche Bank, a spokesman said: “as a matter of bank policy we cannot comment on regulatory matters, particularly those that have been closed for nearly a decade.

A number of inquires are currently under way: the Senate Judiciary Committee, the National Archives and Records Administration, and the inspector general of the SEC.

Read More:

Matt Taibbi’s Article in Rolling Stone

Sen. Grassley letter to SEC Chairman Mary Schapiro (PDF)

Bloomberg Article

NY Times Article

Financial Blogosphere Reacts:


Zero Hedge

Felix Salmon

Yves Smith at Naked Capitalism

SEC Charges Diageo with FCPA Violations

On the 27th of July the US Securities and Exchange Commission charged the UK based liquor distributor Diageo plc with violations of the Foreign Corrupt Practices Act (the FCPA). The investigation into the company revealed that in order to boost the sale of brands such as, Johnnie Walker and Windsor Scotch wiskies, Diageo, through its subsidiaries, repeatedly engaged in unlawful activities in India, Thailand, and South Korea.

According to the SEC report, Diageo India Ltd., an indirect subsidiary of Diageo, allegedly spent 1.7 million dollars in payments to Indian government officials who were responsible for the sale and distribution of alcoholic beverages. In Thailand, the subsidiary Diageo Moet Hennessy Thailand, allegedly paid over half a million dollars to retain the council of a Thai government official, who persuaded other officials to favor Diageo in numerous tax and sales issues that threatened to undermine the companies sales. Likewise, in 2003, Diageo Korea Ltd. was facing an uphill battle with the South Korean government due to intense custom and tax regulations.

These issues were resolved in 2004, however, with the S. Korean government giving Diageo Korea a 50 million dollar tax rebate. Several months later the company allegedly gifted a South Korean official 86 thousand dollars for consulting services.

According to their report, the SEC’s investigation uncovered widespread creative accounting, in which the financial managers of the various Diageo subsidiaries allegedly covered up the bribes by labeling them as “special rebates” or “trade incentives”, giving the illusion that the money was being spent on legitimate business expenses.

This illegal activity was allegedly carried out over a period of six years and as a result Diageo’s sales were boosted in the aforementioned countries by 11.3 million dollars. In failing to properly record and maintain their financial records Diageo violated the FCPA.

During the investigation Diageo cooperated fully and upon the final report agreed to settle the case for a total of 16 million dollars. The settlement did not include an admission of guilt but the company agreed to comply with the anti-bribery laws in the future and pay 13 million dollars in restitution, as well as a 3 million dollar fine.

Read more:
SEC slaps Diageo $16 mn fine for bribery in India, Thailand
Bribery: USA penalties for UK company Diageo
Foreign Corrupt Practices Act (FCPA)

Immunosyn Corporation and Execs Charged by SEC

Immunosyn Corporation, three shareholder companies and four of their senior executives, have been charged by the Securities and Exchange Commission with fraudulently misleading investors.

It is alleged that in various public filings between 2006-2010, the California-based biopharmaceutical company stated that Argyll Biotechnologies LLC, its controlling shareholder, either planned to or had commenced the US regulatory approval process for human clinical trials for SF-1019.

SF-1019 is a drug derived from goat blood that is intended to treat various ailments. What Immunosyn did not disclose was that the FDA had put a hold on the drug applications for SF-1019, preventing clinical trials from happening. In addition, it is alleged that Immunosyn stated that approval for human clinical trials was imminent or underway in Europe, when in fact an application had never been submitted.

The SEC’s complaint, which was filed on 1st August in federal court in Chicago, alleges that Douglas McClain Jr., Immunosyn’s CFO, Douglas McClain Sr., Argyll’s Chief Scientific Officer, and James Micelli, Argyll’s CEO, raised approximately $20 million through insider trading, by selling Immunosyn shares while knowing that they were misrepresenting the status of SF-1019. The majority of shares were sold through Argyll Equities, owned jointly by McClain Jr. and Micelli, and Padmore Holdings Ltd, an offshore company owned by McClain Sr., McClain Jr., and Micelli. Also charged with securities fraud is the CEO of Immunosyn, Stephen D. Ferrone.

The SEC alleges that a video on Immunosyn’s website showed McClain Sr. making misstatements about the regulatory approval status of SF-1019. In addition, he sold Immunosyn stock to patients at a Texas holistic clinic, some of them terminally ill. Allegedly, he raised about $300,000 from the patients, but they never received their shares.

The SEC is seeking a final judgement that forbids the defendants from future violations of the anti-fraud provisions of the federal securities laws, with each defendant returning any money they have made, and paying financial penalties. They also seek to bar McClain Sr., McClain Jr., Micelli and Ferrone from serving as a director or officer of a public company.

The investigation was led by Tracy Lo, John Kusutusch and Eric Phillips from the SEC’s Chicago Office, with the assistance of the Food and Drug Administration. Ms. Lo and Mr. Phillips will handle the litigation.

Read more:
Goat Blood HIV Cure said to be $20 Million Scam
Charges of Fraud Hit Pharma Company, Execs
SEC lays out “Tall tales” in $20M biotech securities scam
SF-1019 Immunosyn

SEC Moves Quickly To Freeze Assets in Alleged Insider Trading

“Three Swiss entities have had their assets frozen by the Securities and Exchange Commission, amidst allegations of insider trading.

The charge came ahead of a public announcement that Lonza Group Ltd, based in Switzerland, would be acquiring Arch Chemicals Inc., a Connecticut company, for $1.2 billion dollars. An SEC complaint was filed on July 15th, alleging that Compania International Financiera S.A., Chartwell Asset Management Services and Coudree Capital Gestion S.A., purchased over one million common shares of Arch between the dates of July 5th and 8th, at prices of $34.39 to $42.89, primarily in UK based accounts. On July 11th, Lonza announced it would pay $47.20 a share for Arch. Immediately following Lonza’s announcement of the Arch acquisition, the Swiss entities began to sell the stock shares for millions of dollars of profit.

According to the complaint filed by the SEC, the three entities were in possession of private information about the proposed Arch acquisition at the time of the share purchases. In the complaint filed in U.S. District Court for the Southern District of New York, the SEC requested emergency relief, due to the fact that since the defendants are foreign entities, proceeds of the trades in question could be transferred into overseas accounts upon clearance at U.S. brokerage firms.

The SEC’s emergency request was granted by the Honorable P. Kevin Castel on July 15th. Certain assets of the defendants were frozen, and all assets obtained from the trading described in the complaint were ordered to be repatriated. A preliminary injunction hearing has been scheduled for July 25th.

“”The SEC’s swift action to secure a judicial freeze order only four days after the observation of suspicious trading prevented millions of dollars from moving offshore,”" said the Director of the SEC’s Division of Enforcement, Robert Khuzami.

In charge of the SEC investigation were Assistant Regional Director Silvestre A. Fontes, Assistant Regional Director Sandra Bailey, and Senior Counsel Thomas J. Rappaport. They were assisted by the Division of Enforcement’s Market Abuse Unit, led by Daniel M. Hawke. Litigation will be conducted by Michael D. Foster. The SEC were assisted by the FINRA Office of Fraud Detection during the investigation.”

SEC Press Release

SEC Freezes Assets of 3 Firms Accused of Insider Trading

US Securities and Commission Website

SEC Sues 3 Firms, Alleges Insider Trading

Insider Trading – Wikipedia

Groupon Files For IPO

“Groupon, the social buying site decided to go public and filed with the SEC on 2nd June 2011, to raise about $3 billion in an initial public offering. The company grew at an unprecedented pace after its launch two years ago, with sales increasing by about 2,241% between 2009 and 2010. Social Internet companies have been going public with many opting for IPO’s with Facebook raising $1.5 billion, the online music service Pandora planning to raise as much as $141.6 million, while the gaming company Zygna planning to file for an offering.

Groupon Files For IPO

Launched in November 2008, Groupon offers daily deals on the best stuff to do, see, eat, and buy in about 43 countries. The company has its presence in US, North America, Europe, Latin America, Asia, and around the world. It started out of a website called The Point, launched in November 2007 which allowed users to start a campaign asking people to donate or do something as a group.

Groupon turned down a $6 billion buyout offer from Google last year. With this $3 billion IPO, Groupon is likely to surpass the value of Google which had a valuation of $23 billion at its market debut. Despite skyrocketing sales, Groupon is yet to start earning as they incurred losses to the tune of $413 million in 2010. The company claiming a subscriber base of about 83.1 million had first-quarter revenue of $644.7 million, still lost money last quarter with losses amounting to $113.891. The company added it sold 28.1 million Groupons in the first quarter and had 56,781 merchants in its marketplace.

The daily-deal market leader, Groupon, faces mounting competition from LivingSocial, Google and Facebook. LivingSocial, one of its rivals is planning to raise as much as $400 in funds. Groupon plans to trade under the ticker symbol GRPN and investment banks Morgan Stanley, Goldman Sachs and Credit Suisse have been tapped to be the IPO’s bookrunners.

The current trend of investing in new technology stocks has got investors all excited about such investments. Doubts are being raised whether this bubble will burst as many of these companies are finding it difficult to earn profits. Groupon’s chief executive, Andrew D. Mason has cautioned investors to be realistic about their profit expectations in a letter to prospective shareholders.”

Learn more, click here:


Groupon Said to Discuss IPO Valuation of Up to $25 Billion

Groupon files to raise $750 million in IPO

Groupon Spells Out IPO Plans; Brought in $645M 1Q Revenue

INFOGRAPHIC: How Groupon Stacks Up Against Facebook Deals, Google Offers

Possible Insider Trading within the Tech World

“It has been discovered that there may be a problem with insider trading going on in Silicon Valley – with many of the new technology companies out there.

insider trading

Often, what happens is that the employees of these companies work together with other technology companies and they hear about potential breakthroughs, product announcements, or acquisitions before they are communicated the public.

They then take this information and use it in making a decision whether or not to invest in that company – essentially, trading on material, non-public information.

Under the Securities Exchange Act of 1934 it is illegal to use “”any deceptive device”" when making purchases and this would include information that has not been brought out to the public.

The only catch with this is that it is clearly defined when it comes to public companies, but leaves a lot of grey area when it comes to private ones like these technology companies.

This has been brought to the Securities and Exchange Commission’s attention and some of this trading is being looking at.”

For more information, visit

New SEC Enforcement Units Created to Focus on Hedge Funds

“The Madoff scandal has made Securities and Exchange Commission tighten its screw and have started to closely monitor any financial instrument that has been giving more returns than the market index rate, putting an extra measure of scrutiny on hedge funds in particular.

sec enforcement

The SEC has started to closely monitor the hedge funds that have been generating returns for their clients that are 3% higher than the market index rate.

Recently the SEC had set up a number of new SEC enforcement and monitoring units such as the Asset Management Unit, Market Abuses Unit and the Structured Product Unit to investigate any abnormal activity with respect to the hedge fund returns.

These actions taken by the SEC is a result information they’ve learned while investigating the Madoff scandal, as well as other recent financial scandals.

These SEC Enforcement and monitoring units have been provided the necessary rights and authorizations to get in touch with the Hedge fund owners and ask them to provide their investment profile, if their returns are found to be abnormal.

These new SEC enforcement units, as well as other new regulation that is sure to follow, will increase the cost of compliance and add a new layer of rules and complexity to small and large firms alike.”

For more information, visit

SEC – An Overview Of The Securities And Exchange Commission

SEC – An Overview Of The Securities And Exchange Commission

The United States Securities and Exchange Commission or SEC was established by congress in 1934 to enforce the new securities laws passed in 1933; promote stability in the stock markets and exchanges and to protect the investors from unscrupulous trading practices.


The SEC was created in part due to the reasons behind the “Black Friday” that day in 1929 when the stock market crashed and took America into the “Great Depression.” Although long before the crash there were proposals before congress to enact laws that would force companies to full financial disclosure in an effort to prevent the sales of any fraudulent stocks, there was little support to allow any federal regulation within the securities markets. This was especially true during the prosperous days just after World War I.

Just after World War I, Americans went through a very prosperous stage. At this time 20 million people decided to try their luck at investing in the stock market. Tempted with easy credit and stories of “rags to riches” many investors did not consider the risks from unreliable information about the stocks they were considering investing in and the widespread abuses in margin financing. It is estimated that at least one-half of the $50 billion new securities offered for trade at that time became worthless.

After October of 1929 when the great stock market crash occurred, congress set up hearings to try and discover exactly what had happened and to find a way to restore the public’s faith in the stock market.

To that end there were several laws enacted under the titles Securities Act and Securities Exchange Act, which was responsible for the creation of the Security Exchange Commission. The laws and the SEC were designed to restore the faith of the investors in the system and boiled down to basic common sense read:

Any companies that are publicly offering securities for investment monies must disclose the full truth about the business, the securities to be traded and risk associated with investing in those securities.

Any person who sells or trades securities including dealers, brokers, and the exchanges must practice fair and honest trading by putting investors first.

In 1934, President Franklin Delano Roosevelt appointed Joseph P. Kennedy as the first Chairman of the Security Exchange Commission to enforce the new laws.

Today the SEC consists of 5 Commissioners who are appointed by the President and serve staggered 5 year terms. To ensure a standard of non partisanship, no more than three of these presidentially appointed officers may be members of the same political party. The agency is divided into five Divisions and 16 Offices to handle the many functional responsibilities of the SEC.

The current responsibilities of the SEC include:

The interpretation of federal securities laws

To oversee the inspections of brokers, investment advisers, securities firms, and ratings agencies

To oversee the private regulatory sectors in the securities auditing and accounting fields

To coordinate the United States securities regulations with the state, foreign and federal authorities.

The world of investing can be fascinating, complex and rewarding. But there are no guarantees.

The SEC is in place to ensure that all investors whether private or corporate should have access to some basic information about any investment prior to making that investment to ensure the accurate knowledge needed to make an informed choice.

Find more information,visit