Wealthy clients of Morgan Stanley and Bank of America Corporation just got dibs on shares of the unlisted Uber Technologies Inc. but that doesn't mean they're getting a chance to see the ride-sharing company's financials, according to an offering document seen by Bloomberg News.
The 290-page offering sent by Morgan Stanley is selling shares at $48.77 apiece based on a valuation of $62.5 billion, similar to previous estimates.
But you'll have to take the bank's word for that valuation—while the document sets out a number of so-called "risk factors" for clients interested in buying shares of the unlisted company, it does not include basic financial data such as net income and official annual revenue figures.
"Given the Company's sustainable competitive advantages, large market opportunity, and growth prospects of the Company, the Investment Team believes that the pre-money equity valuation for the Company of $62.5 billion or $48.772228 per share is reasonable," the offering says.
Jim Wiggins, a spokesman for Morgan Stanley, declined to comment.
Here's what caught our eye from the offering doc.A mention of a future IPO...
"In the event of an initial public offering by the Company, the Fund intends to make an in-kind distribution to its partners of common shares of the Company, following the expiration of any applicable lock-up periods and subject to appropriate legal, tax, and regulatory considerations, however the Manager will continue to evaluate all potential exit opportunities with respect to the Fund's Investment...Upon the closing of an initial public offering of the Company that generates net proceeds of the Company of at least $30 million, the Series G Preferred Stock will automatically convert into Class A Common Stock, a the then-applicable conversion price."And its possible delay...
"There are a number of factors that could impact the Company's timing on when to go public, potentially having it occur later than expected or not at all ... These risks include, but are not limited to: volatility in the market prices and trading volumes of companies operating in the same and similar industries to the Company, general economic weakness, and deterioration in the Company's financial performance. Alternatively, the Company could be acquired by a company with a strategic interest in the car sharing business. In the event of an acquisition, of the Company, the holders of the Series G Preferred Stock would receive an amount per share based on either the Series G Preferred liquidation preference or their percentage ownership of the Company after converting their shares to Class A Common Stock...There are a number of risks that could results in the Company not being acquired or being acquired at a price significantly below the original purchase price of the Series G Preferred Stock."Risks related to the independent contractor's issue...
"The Company is incurring significant costs, including legal fees, in defending the independent contractor status of drivers using its platform. Although the Company believes that it is not an employer of the drivers who use its platform, adverse determinations in these matters may subject it to additional compensation expenses or taxes in certain jurisdictions, which could have a material adverse effect on its ability to operate its business. Among other things, such a determination could entitle certain drivers using the Company's platform to the reimbursement of certain expenses, lead to the potential unionization of drivers, impose tax withholding and reporting obligations on the Company, entitle drivers using the Company's platform to the benefit of wage-and-hour laws, impose applicable leaves of absence requirements, medical insurance, workers compensation insurance, ERISA and similar pension fund obligations and restrictions on the Company."Pressure on profit margins...
"The Company anticipates that, as its market becomes increasingly competitive, maintaining and enhancing its brand may become increasingly difficult and expensive ... The Company has incurred significant net losses since inception and the Company expects it operating expenses to increase significantly in the foreseeable future ... A significant portion of the Company's expenses and investments are fixed, and it may not be able to adjust its spending quickly enough if its revenue is less than expected."A move into untested international markets...