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What really happened at LivingSocial?
团购网站LivingSocial到底出了什么事？
Yesterday morning, news leaked that the company had raised $110 million in new financing. Seemed to be a long-awaited hallelujah moment for the daily deal company, particularly after investor Amazon.com (AMZN) significantly wrote down its LivingSocial investment in recent quarterly earning reports.
上周三上午传出消息，LivingSocial在最新一轮融资中融得1.1亿美元。对这家团购网站来说，这似乎是一个期待已久、见证奇迹的时刻。尤其是考虑到此前，这家公司的投资者亚马逊（Amazon.com）在最近的季度财报中刚刚大幅减记了它手头所持这家股份的价值。
But the storm clouds came quickly, when a research group called PrivCo claimed that the financing actually was convertible debt that wiped out the value of founder and employee liquidity and included a whole rash of onerous terms. PrivCo also claimed that the round was "emergency" round of funding that staved off imminent bankruptcy.
但乌云很快笼罩过来，一家名为PrivCo的研究机构称，这轮融资其实附带着大量的苛刻条款、消除创始人和员工股份价值的可转换债务。PrivCo还称，这是一轮“紧急”融资目的是让LivingSocial避免立即破产的命运。
Multiple investor sources took issue with the PrivCo report during background conversations earlier this morning, and now Fortune has obtained a memo that LivingSocial CEO Tim O'Shaughnessy just issued to employees. Here it is, in its entirety:
上周四上午早些时候，多位投资行业消息人士都在跟《财富》杂志（Fortune）进行交流时对PrivCo的报告提出质疑，现在我们获得了LivingSocial首席执行官蒂姆奥肖内西发给员工的一份备忘录，以下是备忘录全文：
Hey folks,
伙伴们：
In light of a recent report on our financing round that contained significant inaccuracies and errors, I wanted to provide some additional details on yesterday's round.
鉴于最近一份关于我们公司融资的报告包含了显著的误差和错误，我想在这里提供关于那轮融资的更多细节。
If you've seen some of that misinformation, here's the real story:
如果你们看已经看到了其中一些错误的信息，下面我要说的才是真实的情况：
This was not an emergency round. We received our first term sheet on December 23rd, nearly two months ago, and this has been an organized, thought-out process.
这并不是一轮紧急融资。我们在12月23日收到第一份风险投资协议，也就是近两个月前，这轮融资是有组织、经过深思熟虑的。
This was an equity round, not a debt infusion.
这轮融资是股权投资，而不是债务输注。
There was no re-pricing of investor shares from previous rounds.
我们没有对之前几轮融资确定的投资者股份进行重新定价。
There were no warrants issued as part of this round.
这轮融资不包括发行认股权证。
There were no "double-digit" cash dividends. (Typical of many financing rounds, including our own past rounds, there was a nominal 3% dividend for a class of shares.)
不存在“两位数的”现金股利（跟典型的融资——包括我们公司过去几轮融资——一样，我们只针对一类股票象征性地发放3%的现金股利）。
There is no "4x liquidation preference." (Once again, typical of almost all venture rounds, there is a liquidation preference, but it slides up or down based on a key metric and gets nowhere near 4x.)
不存在“4倍的优先清算权”（再次重申，跟大多数融资一样，我们的融资涉及优先清算权，但它根据一个关键指标上下浮动，绝对达不到4倍）。
The quotes from a "senior LivingSocial communication executive" are straight up fiction.
报告中引用一位所谓“LivingSocial高级传媒主管”的说法纯属捏造。
Two of the three investors listed on the PrivCo site as participating in the round didn't participate, and one isn't even an investor in the company.
PrivCo网站上列出的参与本轮融资的投资者中有三分之二并没有参与，其中有一位甚至不是投资公司的成员。
On valuation, people always seem to be overly enamored with market value, which has puzzled me because as a private company, there is no liquid market on which to buy and sell shares, so a valuation is established without any degree of market efficiency. In short, it's an educated guess between the company and a set of investors at one particular snapshot in time.
就估值而论，人们似乎总是过分迷恋市场价值。这个问题同样一直困扰着我，因为作为一家私人公司，并不存在一个买卖股票的流动性市场，所以估值的确定没有把任何程度上的市场效率考虑在内。简言之，估值是公司和一组投资者在某一特定时间点进行的有根据猜测。
But nevertheless here goes. Yes, this was a down round, which I'm sure is not a shock to anyone. Our main comp in the market is down significantly from when we last fundraised. In this round, we sold 7.5% of the company for $110mm. Although there were some bells and whistles associated with those shares, as mentioned above, this should give you some idea of the current valuation of the company.
但不管怎样，事情是这样的。不错，这确实是一次估值较低的融资（down round，指投资者在一轮融资中购买同一家公司股票的价格低于对上一次融资投资者支付价格的情况——译注），我敢肯定没有人会觉得吃惊。跟上一轮融资时比较起来，我们公司的估值已经大幅缩水。在本轮融资中，我们将公司7.5%的股份作价1.1亿美元。不过，正如前面提到的，那部分股份还附加了一些条款，这些应该能够让你们对公司目前的估值水平有所了解了。
So how does this round impact employee stock? In short, some, but not much. Basically, the preference stack is a little higher now. At any valuation over $1B, though, we clear that stack by quite a bit. For comparison, our major competitor's market cap is now $3.9B. In the event of an IPO, all preferred stock becomes common stock, and the preference stack goes away.
那么，本轮融资对员工股份有什么影响呢？简言之，有影响，但影响并不是很大。基本上，现在叠加起来的清算优先权有点高。不过，我们在公司估值超过10亿美元的时候清理了一大部分优先权。作为比较，我们主要竞争对手的市值现在是39亿美元。在进行首次公开募股后，所有的优先股都会变成普通股，清算优先权也就消失了。
We are a company that does over half a billion in revenue. If we stay diligent, we hope to turn the corner to become profitable soon. Thanks to this round, we have significantly more capital to be able to be opportunistic and drive the future growth of the business.
我们公司的年营收超过5亿美元，如果我们继续努力下去，公司有望在不久的将来扭亏为盈。得益于这轮融资，我们获得了更多的资金以抓住机遇，推动公司业务在未来的增长。
Hopefully this will help clear up any questions you may have or get on yesterday's round. Now it's back to executing on our plan.
如果你们对这轮融资存在或产生了任何疑问，希望这份备忘录有助于澄清问题。现在，我们该回头执行我们的计划了。
This is a pretty damning indictment of PrivCo, which regularly distributes information on private company financings. I managed to reach PrivCo CEO Sam Hamadeh, but said he'd call me right back. Hasn't happened yet. Will update if and when I hear from him.
PrivCo定期发布有关私人公司融资的信息，这份备忘录是对该公司非常严肃的控告。我设法联系到PrivCo的首席执行官山姆哈马德，不过他说会打电话给我。电话还没打过来，我将在听过他的说法后对本文进行更新。
UPDATE: Just got off the phone with Hamadeh, who is standing by his original report. He says O'Shaughnessy is misleading his own employees, and that classifying the round as "equity" is a technicality given all of the debt-like provisions PrivCo continues to believe were attached. He also says that PrivCo spoke with a LivingSocial spokesman prior to publishing, and sent him a draft of the report with a request for any needed corrections. When nothing came back four hours later, PrivCo published.
最新消息：我刚刚结束与哈马德的通话，他仍然坚持原先报告的观点。哈马德说，奥肖内西是在误导自己的员工，鉴于那些附加的类债务条款，他把这轮融资定性为“股权投资”是在说漂亮话。他还表示，PrivCo在发布报告之前跟LivingSocial的发言人进行了沟通，向后者寄送了一份草稿，并询问需要更正的地方。LivingSocial没有做出回应，PrivCo在四个小时之后才发布了这份报告。
"I don't think the real story here is the details of the financing," Hamadeh said. "It's what's going to happen to the little guys, all of the merchants who are really the company's unsecured creditors, if LivingSocial goes bankrupt... You'll see that we were right in six or nine months."
“我不认为真相在于融资的细节，”哈马德说。“而是在于弱势群体——即所有商家，他们是LivingSocial真正的无担保债权人——将要面对的情况，如果LivingSocial破产的话……只需6-9个月的时间，你就能看到我们说的没错。”
Worth noting that if O'Shaughnessy really misled his investors -- in a memo that almost certainly was vetted by company attorneys -- he would be opening both himself and the company to major liabilities.
值得指出的是，如果奥肖内西真的误导了自己的投资者——几乎可以肯定的是，其备忘录经过了公司律师的审核——那么他将让自己和公司担上重大责任。
But have no fear. There is indeed a way to settle this he-said/he-said once and for all -- find the filing that LivingSocial sent to the Delaware Division of Corporations. Check back shortly...
但不要担心，确实有一个办法可以厘清两人的不同言论——找到LivingSocial提交给特拉华州企业管理部门的监管文件。稍后还会进行更新……
UPDATE II: I have just begun skimming through LivingSocial's charter filing with Delaware. It's long, but this round clearly was preferred stock (i.e., equity). This is in stark contract to what PrivCo reported, when it claimed that "EQUITY or stock was NOT issued today."
最新消息2：我刚开始浏览LivingSocial提交给特拉华州的监管文件。内容很长，但这轮融资显然是优先股交易（也即股权投资）。这跟PrivCo报告的结论截然不同，该机构称“今天的这轮融资不涉及股权或股票。”
Moreover, the filing says that participants "shall be entitled to receive cumulative dividends at the rate of three percent." Again, PrivCo had claimed "Double-digit annual cash dividends."
此外，这份文件还称投资者“有权获得3%的累计优先股股利。”而PrivCo却称存在“两位数的年度现金股利。”
The filing does not identify investors in the new round, but Fortune has learned that they included existing backers Amazon and Revolution. Among those insiders not participating were Grotech Ventures, Lightspeed Venture Partners and T. Rowe Price.
这份文件没有指明新一轮融资的投资者都有哪些，但《财富》了解到，其中包括亚马逊和风投公司Revolution这些原有的投资者，而没有参与这轮融资的投资者包括Grotech Ventures、光速创投（Lightspeed Venture Partners）以及普莱斯基金（T. Rowe Price）。
Also worth noting that I spoke with a source close to the company, who tells me that the competing term sheet was at the same valuation as what insiders offered, but that company decided to stick with its current investors. The prospective investor was said to be a "familiar name," but not a venture capital firm. That same source insists LivingSocial was not days or weeks away from a bankruptcy filing, adding that it had around $28 million in cash at its February low point and was on plan to steadily increase that number even without the new financing. Had that figure not increased, and had no new investment been forthcoming, it still could have survived for several more months.
另外值得一提的是，据我采访的一位接近LivingSocial的消息人士称，有外部投资者愿意在同等估值水平上参与融资，但该公司还是决定继续接受现有投资者的资金。这位潜在的投资者据称是一个“耳熟能详的人物”，并非一家风险投资公司。这位消息人士坚称，LivingSocial并不是再过几天或是几周就要破产，该公司在2月份最低点时仍手握2,800万美元现金，即使没有新一轮的融资，LivingSocial也在计划稳步增加现金储备。即使这个数字没有增加，新一轮融资也没能完成，LivingSocial仍然可以存活数月之久。
