Groupon 2011 Annual Report Download - page 33

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.
We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on
acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of our
common stockholders, and debt financing, if available, may involve restrictive covenants and could reduce our
profitability. If we cannot raise funds on
acceptable terms, we may not be able to grow our business or respond to competitive pressures.
Risks Related to Ownership of Our Class A Common Stock
The trading price of our Class A common stock is highly volatile
Our Class A common stock began trading on the NASDAQ Global Select Market on November 4, 2011 and between that date and December 31, 2011 has
fluctuated from a high of $31.14 per share to a low of $14.85 per share. We expect that the trading price of our stock will continue to be volatile due to variations
in our operating results and also may change in response to other factors, including factors specific to technology companies, many of which are beyond our
control. Among the factors that could affect our stock price are:
We expect the stock price volatility to continue for the foreseeable as a result of these and other factors.
The concentration of our capital stock ownership with our founders, executive officers, employees and directors and their affiliates will limit your ability to
influence corporate matters.
Our Class B common stock has 150 votes per share and our Class A common stock has one vote per share. As of December 31, 2011, our founders, Eric P.
Lefkofsky, Bradley A. Keywell and Andrew D. Mason control 100% of our outstanding Class B common stock and approximately 33.5% of our outstanding
Class A common stock, representing approximately 57.4% of the voting power of our outstanding capital stock. Messrs. Lefkofsky, Keywell and Mason will
therefore have significant influence over management and affairs 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. This concentrated control will limit your
ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial. As a result, the market price of our
Class A common stock could be adversely affected.
We do not intend to pay dividends for the foreseeable future.
We intend to retain all of our earnings for the foreseeable future to finance the operation and expansion of our business and
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• our earnings announcements, including any financial projections that we may choose to provide to the public, any changes in these projections or
our failure for any reason to meet these projections or projections made by research analysts;
•
the amount of shares of our Class A common stock that are available for sale;
•
the relative success of competitive products or services;
• the public's response to press releases or other public announcements by us or others, including our filings with the SEC and announcements
relating to litigation;
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speculation about our business in the press or the investment community;
•
future sales of our Class A common stock by our significant stockholders, officers and directors;
•
changes in our capital structure, such as future issuances of debt or equity securities;
•
our entry into new markets;
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regulatory developments in the United States or foreign countries;
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strategic actions by us or our competitors, such as acquisitions, joint ventures or restructurings; and
•
changes in accounting principles.