After breaking quiet period rules, Groupon amends IPO filing

Eric Lefkofsky

Someone broke their quiet period. Groupon amended its IPO filing after Bloomberg News published a statement from Groupon’s co-founder and Executive Chairman in June.

The amended filing states that Eric Lefkofsky was reported saying that “Groupon was going to be wildly profitable.” That quote came from what Groupon claims was an un-agreed-upon interview with Bloomberg. Lefkofsky’s representatives requested that Bloomberg not release the statement.

When called about the amendment, Groupon declined to comment.

In short, this is a no-no. When a company files to go public, they have to go through a “quiet period.” This is the period time (generally, several months) before the SEC approves the IPO and extends into a shorter period of time after the IPO. The point of the quiet period is to prevent a company from conditioning the market, or swaying potential stockholders into buying. By predicting Groupon’s imminent success, Lefkofsky was essentially telling people that Groupon stock could make them money.

The filing cautions potential stockholders that Groupon receives “a high degree of media coverage, including coverage that is not directly attributable to statements made by our officers and employees, incorrectly reports on statements made by our officers or employees or is misleading as a result of omitting to state information.” Groupon also urges its potential stockholders to only make investment decisions based on the filing and not on external sources.

Hard to say that your executive chairman is an external source.

Bloomberg’s Emily Chang tweeted that the publication stands by its reporting. The tweet read, “Groupon amends its filing due to @CoryJohnsonTV‘s call with Eric Lefkofsky. We stand by our reporting.”