We noted that most of the proceeds of the round is going back to founders and existing shareholders, with DST leading the round (Fidelity and Morgan Stanley also participated). Now we know exactly how much. The filing specifies that $345 million of the proceeds (from the $500 million raised) will go directly to “executive officers, directors or promoters.”

It also notes that a “portion of the gross proceeds will be used to pay for shares repurchased by the Issuer in a tender offer for shares held by, among others, certain of the persons named” in the filing. What that means is that Groupon itself will use some of the money it is raising to buy back shares from the founders or other shareholders. The persons named are founders Andrew Mason, Eric Lefkofsky, and Brad Keywell, as well as the other board members (John Walter, Jason Fried, Ted Leonsis, Peter Barris, Harry Weller, and Kevin Efrusy). Somebody also pocketed a $7.5 million “finder’s fee” for helping to put the deal together.

This round is largely a liquidity event for existing shareholders since most of the capital raised won’t be plowed back into the business. However, Groupon is producing so much cash on its own (with annualized revenues rumored to be between $1 billion and $2 billion) that the business can fund expansion from its own cash flows.

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Authors: Erick Schonfeld

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