Groupon will keep IPO proceeds to itself

Groupon filed yet another amended S-1 on Friday, which mostly got attention for a promise to decrease customer acquisition expenses (i.e., marketing) going forward. It also included the entirety of CEO Andrew Mason’s August memo to employees – a missive that arguably caused the daily deals company to run afoul of quiet period restrictions.

For me, however, the most interesting change was right up top: Groupon has dropped language about shares being offered by insiders. The original S-1 read:

Groupon, Inc. is offering [blank] shares of its Class A common stock and the selling stockholders are offering [blank] shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders.

Groupon, Inc. is offering [blank] shares of its Class A common stock and the selling stockholders are offering [blank] shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders.

Now just the first line remains. Two theories:

1. 1. Prospective buyers weren’t too keen on Groupon insiders, including Mason, taking home even more money than they already have. Remember, this is a company that already has completed an insider dividend and used $573 million of a $950 million Series E offering for early employee and shareholder liquidity. The alignment of interests was looking a bit skewed.
2. 2. Groupon really needs every dollar it can raise to fund its own operations.

Or a third option: Both of the above…

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