4月6日：
路透社4月4日错误的报道：微博估值16.6亿美元，在4月6日纠正为39亿美元！我本来想抄路透社的数字没错，刚看招股书结论：路透社原来错误只算0.876亿A类股x$19=16.6亿美元；IPO后有：（0.876亿A类股+1.158亿B类股）x $19 = 38.646亿美元。承销商还有30天股权多买3百万股。//@vinW:数学错啦你。卖10%融4个亿，估值40亿左右//@吴军:大哥，你会不会算呀，微博1普通股兑1ads，微博现在有1.8亿股，每股19$的话，市值34亿好吧，你怎么算的？
路透社4月4日错误的报道 微博估值16.6亿美元 在4月6日纠正 为39亿美元！请看链接路透社的修正和其他主要媒体之前转载错误的数字！
http://bbs.webplus.com/forum.php?mod=viewthread&tid=6757
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《天使投资》英文版第一卷#Angel Investment#Vol 1电子书Beta版 刚在亚马逊Kindle发布 http://smarturl.it/Angv1！
粉丝特价0.99美元，书价格很快会涨>10美元。书不完美，请去en.Webplus.com给我意见或反馈！多谢捧场，将中国创业+天使的本色发扬光大去美国！
3月1在UC Berkeley 加州大学伯克利分校商学院MBA的亚洲商业年会的Finance Panel 演讲。BerkeleyABC.org。这是个很好在美国发布《Angel Investment》新书的活动。我演讲的视频：http://bbs.webplus.com/forum.php?mod=viewthread&tid=5853
4月4日：
新浪微博即将IPO，NASDAQ:WB将发售2千万ADS股，今天定价每股$17~19，$19=融资3.8亿美元=市值16.6亿美元（错，应该是39亿美元！），在之前分析师预计估值在33亿~70亿美元的地位！算是流血IPO，IPO会马上大涨？看来美欧报道的#文章马伊琍#破纪录微博并未带来更高的估值。今天NASDAQ大跌2.6%，很多中概股跌5%，新浪要逆势IPO，再不上就太迟了！没钱还给新浪2.5亿美元的借贷了！
- We will use approximately $250 million of the net proceeds we receive from this offering to repay loans we owe to SINA, our parent company and controlling shareholder. We intend to use the remainder to invest in technology, infrastructure and product development, to expand sales and marketing efforts, and for working capital and other general corporate purposes. See “Use of Proceeds” for more information.
微博招股书披露去年阿里投资5.858亿美元占微博当时18%+期权占微博30%=微博估值32.544亿美元，IPO估值39亿只增加20%，看来国内晚期或PreIPO投资者：最近好运的就稍微增值或流血上市，否则就继续流血。//@A羊吃狼: 新浪微博看来也是流血上市了，上市估值才这么低，从这个侧面可以推断阿里上市估值大约保守在700到900亿美刀了//@cypherV：马云入股的时候估值多少来着？
对呀，多谢天朝将微博估值砍半。本来按照微博直到去年前的趋势，市值起码有Twitter市值最高点的420亿美元的1/4=100亿美元，天朝将某些大V干掉，将其他大V和谐掉，为新浪、微博、阿里等股东增值负80亿的贡献，这就是招股书里披露的所谓政策风险！中国特色！ //@王增翔-绿色生活: 被删帖的价值达16-30亿美元！[思考]//@席新亮_javascript_html5：@天使投资唐 什么时候在北京有创业/投资沙龙
3月15日：
新浪微博已向美国证券交易委员会SEC提交了IPO申请表F-1，拟筹集最多5亿美元。据悉，所得收入将被用于偿还贷款以及在技术和营销领域中进行投资。高盛集团和瑞士信贷集团担承销商。“自从我们四年前诞生以来，新浪微博已经在中国及190多个国家的华人社区积累了庞大的用户基础。2013年12月，新浪微博拥有1.291亿月活跃用户（MAU），平均每天活跃用户数量（DAU）6140万.”
据彭博社分析师预计，新浪微博的估值在33亿美元至70亿美元之间。按中间值计算，新浪微博的估值为51亿美元。曹国伟日前表示，截至去年12月底，新浪微博的日活跃用户总数为6140万人，高于截至9月30日的5890万人，较上年同期增长了36%。
微博招股书披露2013年4月阿里投资5.858亿美元占微博当时18%+期权占微博30%。预计与阿里战略联盟2013~15年会带给新浪+微博RMB23亿营销收入，其中15%带给新浪。这样微博预计2年内由阿里带来85%~RMB20亿收入？太乐观了？特别是微博明明知道我是男人，还展示很多淘宝的女装广告给我看[汗]
Twitter已收支平衡，但新浪微博还在烧钱和寻找盈利模式,过于依赖广告收入！新浪微博2012/13年营收：6590万/1.883亿美元， 净亏损1.025亿/3810万美元，调整后EBITDA负630万/负8100万美元 ；77%/79%广告营销服务，19%/12%游戏服务，3%/6%VIP会员服务//@起点创业营赢在重庆:在走下坡路的时候赶紧去筹点钱?
中国用户不值钱！//@李恩毓:天啊~~赶紧跟Twitter学学吧，不能只靠广告赚钱（何况现在还亏着呢[汗]），有那么多用户资源怎么不用呢[挖鼻屎]//@戏子优伶:这样算每月会员才95000个账号？不止吧？//@崔晨曦1974:新浪微薄为什么有那么大的开支？钱都烧在哪了？//@徐晓舟1991V:新浪也加入ins捆绑销售软件行列吧，有钱一起赚
//@资深职业规划师Hugo:如果两年前微博发力，也许现在的用户使用习惯还停留在微博，如今花再多的钱也留不住辉煌时期的用户了
周二三沪京沙龙Webplus.com活动。最近热门话题：比特币最大交易所破产,京东要上市,阿里随后,微信支付红包袭击支付宝,理财通pk余额宝,嘀嘀pk快的打车,等都与互联网金融息息相关，互联网金融风险是什么？没吃过亏的创业者,投资者,消费者是没避险意识！
北上广深#创业成长退出上市沙龙#主题:【如何控制互联网金融的风险】：
http://bbs.webplus.com/plugin.php?id=xj_event:event_center
《天使投资》英文版第一卷#Angel Investment#Vol 1电子书Beta版 刚在亚马逊Kindle发布 http://smarturl.it/Angv1！粉丝特价0.99美元，Webplus会员买后去三月北上广深沙龙凭收据报销。书价格很快会涨>10美元。
书不完美，请去en.Webplus.com给我意见或反馈！多谢捧场，将中国创业+天使的本色发扬光大去美国！
新浪微博在美提交IPO文件 拟募资5亿美元
http://finance.qq.com/a/20140315/001555.htm
中国概念股 腾讯科 2014-03-15 06:09
新浪（纳斯达克股票交易代码：SINA）旗下微博服务已向美国证券交易委员会提交了IPO（首次公开招股）申请文件，计划筹集最多5亿美元最近，所得收入将被用于偿还贷款以及在技术和营销领域中进行投资。
新浪微博的主要竞争对手是腾讯（香港证券交易所股票代码：0700），后者旗下拥有颇受用户欢迎的即时通信应用微信，该应用正日益对新浪微博造成威胁。
新浪微博在其IPO申请文件中将腾讯及其他几家竞争对手列为“风险因素”，称在线和移动服务正在彼此展开竞争，而纸媒和电视等传统媒体也在与其争夺广告主。另外，新浪微博还遭遇了来自政治方面的压力。去年，中国政府对微博服务的某些重量级人物进行了打压。
据微博向美国证券交易委员会提交的IPO招股书显示，该公司计划将来自于这项交易的2.5亿美元收入用于偿还所欠新浪的贷款，剩余资金则将用于在技术和产品开发等领域中进行投资，以便扩大其销售和营销业务，并将把部分资金用作流动资本。
高盛集团和瑞士信贷集团担任微博IPO交易的承销商。截至目前为止，微博尚未决定将在纳斯达克还是纽约证券交易所挂牌，同时也尚未就股票交易代码作出决定。
去年，新浪微博的总营收为1.883亿美元，净亏损为3810万美元，这一业绩表现好于此前一年。在2012年中，微博的总营收为6590万美元，净亏损为1.025亿美元。
通过广告、游戏相关服务及其他渠道，微博从2012年下半年开始为新浪创造营收。目前，微博营收主要来自于客户广告和在其平台上展开的营销活动。
新浪微博IPO招股书概要
http://tech.qq.com/a/20140315/001658.htm
腾讯科技 2014年03月15日 06:44
拟募资5亿美元，高盛和瑞信担任承销商。尚未决定是在纳斯达克还是纽交所挂牌。
新浪微博已在美国提交IPO文件，拟募资5亿美元，高盛和瑞信担任承销商。
以下为新浪微博招股书概要：
我们的业务
新浪微博是领先的社交媒体平台，可供人们创作、发布和发现汉语内容。通过为中国人民和组织机构提供史无前例的简便方式实时公开表达自己，并在国际平台上与他人沟通互动和相互联系，新浪微博已经在中国产生了深远的社会影响。
自从我们四年前诞生以来，新浪微博已经在中国及190多个国家的华人社区积累了庞大的用户基础。2013年12月，新浪微博拥有1.291亿月活跃用户（MAU），平均每天活跃用户数量（DAU）达到6140万，2012年12月的月活跃用户数量为9670万，平均每天活跃用户数量为4510万，2011年12月的月活跃用户数量为7290万，平均每天活跃用户数量为2520万。新浪微博就像中国社会的一个微观世界，吸引了不同阶层的大量用户，包括普通民众、名人明星和其他公众人物，以及媒体机构、企业、政府机构和慈善组织等。
在中国，新浪微博代表着一种全新的在线体验方式，它将实体公共自我表达与一个强大的社交平台，以及内容聚合和发布结合起来。任何用户都可以创作和发布最多140个汉语字数的内容，并添加多媒体或长篇内容。新浪微博上的用户关系是不对称的，任何用户都可以关注他人，并且可以转发和添加评论。这种简单、不对称和分布式的本质使得新浪微博的原创内容可以成为实时交流的源头。2013年12月，新浪微博共有超过28亿条内容被分享，包括22亿条带图片内容，8170万条带短视频内容，以及2150万条带歌曲内容。
在中国，新浪微博已经成为一种文化现象。新浪微博可以让人们向公众表达自己的观点，并介绍给更广阔世界里的理念、文化和体验。媒体机构可以将新浪微博当作一条消息来源和自有头条新闻的发布渠道。政府机构和官员可以将新浪微博当作及时发布消息、了解公众对改进公共服务的观点的官方沟通渠道。个人和慈善组织可以利用新浪微博发布慈善项目、寻求捐款和志原者，并利用新浪微博上的名人和组织扩大自己的社交影响力，进而努力将世界变成一个更美好的地方。
除了用户，新浪微博生态系统还包括客户和平台合作伙伴：
－客户。新浪微博可以帮助广告和营销客户向我们的用户推广其品牌、产品和服务。我们为客户提供了广泛的广告和营销解决方案，这些客户既有大公司，也有中小型企业，还包括个人。根据用户社交兴趣图谱，我们基于现实表现的广告可以使客户覆盖到有针对性的用户群体。另外，根据微博平台的公共和发布本质，客户还可以受益于他们推广消息可能获得的大量转发效应。
－平台合作伙伴。我们吸引了多家平台合作伙伴，包括媒体机构和游戏及其他应用开发者。 我们的平台合作伙伴为新浪微博贡献了大量的内容，并将微博内容广泛发布到他们的平台上，另外还为我们平台开发产品和应用，丰富用户体验，同时增加我们的盈利能力。
新浪微博的设计理念就是“移动至上”，它可以以简单的信息流方式展示内容。每条内容限制在140个字以内，这种高浓度的汉字特点和用户个性化内容发布的能力，使得新浪微博尤其适合移动用户，我们的移动使用率也大幅提升。2013年12月，我们的月活跃用户当中，超过70%至少一个月内有一次通过移动设备登录新浪微博。在2013年第四季度，我们有超过1.2亿次签到，用户通过移动设备记录下自己到过的地方，并在微博内容中添加了自己的地理位置。2013年，移动营收占据我们广告和营销营收的28.0%。
2012年，我们启动了平台货币化。我们主要通过购买广告和营销服务的客户获得营收，另外还通过为用户开发游戏的平台合作伙伴获得一小部分营收。我们的大多数服务都向用户免费提供，另外还提供VIP会员服务。2012年和2013年，我们的营收当中分别有77.4%和78.8%来自于广告和营销服务，分别有19.3%和12.2%来自于游戏相关的服务，另外分别有3.3%和5.9%来自于VIP会员服务。我们在产品分类和营收分析方面将用户、客户和平台合作伙伴分开，但同一个人或组织有可能在新浪微博上承担了两种甚至更多的身份。
我们经历了快速的营收增长阶段。2013年我们的营收为1.883亿美元，高于2012年的6590万美元；2013年净亏损为3810万美元美元，低于上年的1.025亿美元；同期，调整后的税息折旧及摊销前利润（EBITDA）从负8100万美元降低到负630万美元。考虑到我们的运营历史较短，仍处于盈利模式发展阶段，因此将运营业务进行同期比较或许意义不大。
我们的核心特点
我们的主要任务是提供尽可能最好的用户体验，包括创作、发布和发现汉语在线内容，并通过用户规模和互动使我们的媒体平台实现差异化。我们基于以下五个核心特点进行平台设计：
－公开。内容向所有人公开。
－实时。立即传播。
－社交。互动与交流。
－聚合。内容来自任何地方。
－发布。广泛的覆盖面。
我们的战略
我们会进一步提升新浪微博对于用户、广告和营销客户、平台合作伙伴的价值，并采取以下战略：
－用户：我们致力于继续扩大用户基础，提升用户互动，通过增加移动功能推动移动用户数量增加，并扩大在中国的普及率，尤其是在欠发达中小城市，另外通过改进产品功能、提供新产品、增加新内容等改进用户体验和互动。
－客户：我们将通过改进现有广告和营销解决方案 ，扩大现有客户基础尤其是中小企业和其他行业的客户，探索社交商务领域的货币化机遇等渠道，增加盈利能力。
－平台合作伙伴：我们计划通过扩大合作伙伴网络、改进产品和服务，进一步扩大和提升我们的开放平台。
我们的挑战
我们执行上述战略面临着一些风险和不确定性，包括以下几点：
－保持和增加活跃用户的能力，保持和增加用户互动的能力；
－用户和平台合作伙伴贡献有价值内容的意愿；
－通过广告和营销及其他服务获得可持续营收的能力；
－与竞争对手在用户、互动、广告及营销支出方面有效竞争的能力；
－有限的运营历史和增加营收、实现盈利的能力；
－与新浪和/或阿里巴巴的关系；
－有效管理增长的能力；
－跟上互联网行业快速技术变革的能力，管理垃圾内容、隐私、安全、存储和其他技术挑战的能力；
－中国在媒体、互联网、互联网内容提供商、互联网广告和营销方面的复杂法律系统 ；
－控制可变权益实体（VIE）及其子公司相关的风险。
业绩表现
截至2012年12月31日，新浪微博来自广告和营销的收入为5104.9万美元，其他来源的收入为1488.0万美元，营收总额为6592.9万美元。
截至2013年12月31日，新浪微博来自广告和营销的收入为1.48426亿美元，其他来源的收入为3988.7万美元，营收总额为1.88313亿美元。
2011年新浪微博成本和支出总额为1.15477亿美元，2012年增加到1.63773亿美元，2013年增加到2.46217亿美元。
2011年新浪微博的净亏损为1.1765亿美元，2012年减少到1.02486亿美元，2013年减少到3811.5万美元。
公司董事会及高管团队
我们的董事会目前由三名成员组成。
－曹国伟，48岁，董事长
－杜红，42岁，董事
－张懿宸，50岁，独立董事
－王高飞，35岁，CEO
－余正钧，43岁，代理CFO
－葛景栋，41岁，营销副总裁
－王雅娟，45岁，商业运营副总裁
在截至2013年12月31日的一年里，我们总计向高管团队支付了大约人民币300万元（约合50万美元）的现金及其他福利，期间我们并没有非执行董事。
在董事会和高管团队当中，曹国伟持有230.3125万股，持股比例为1.3%，其他成员持股比例均不足1%。董事会和高管团队总计持有542.4408万股，持股比例为3.0%。
机构投资者当中，新浪持股比例为77.6%，Ali WB Investment Holding Limited持股比例为19.3%。
资金使用方式
此次IPO筹得的资金将主要用于提升品牌认知度，保留优秀员工，为他们提供股权激励，并争取更多资金。我们将把筹得资金中的大约2.5亿美元用于向母公司新浪支持贷款。其他资金将用于在技术、基础架构和产品开发方面进行投资，扩大销售和营销范围，并用于工作和其他总务支出。
此外，我们可能会将一部分资金用于投资或收购可提供补充的企业、产品、服务或技术。不过我们尚未就任何实质性的交易达成任何协议或承诺。
As filed with the Securities and Exchange Commission on March 14, 2014 Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Weibo Corporation (Exact name of Registrant as specified in its charter)
Not Applicable (Translation of Registrant’s name into English)
| | | | | Cayman Islands | | 7370 | | Not Applicable | (State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification Number) |
7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080 People’s Republic of China +86 10 6061-8000 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Law Debenture Corporate Services Inc. 400 Madison Avenue, 4th Floor New York, New York 10017 +1 (212) 750-6474 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| | | Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 | | Alan Seem, Esq. Shearman & Sterling LLP Five Palo Alto Square, 6th Floor 3000 El Camino Real Palo Alto, California 94306-2155 United States of America +1 (650) 838 3600 |
Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
CALCULATION OF REGISTRATION FEE
| | | | |
| Title of each class of securities to be registered |
| Proposed maximum
aggregate offering price(1) |
| Amount of registration fee | Class A ordinary shares, par value $0.00025 per share(2)(3) |
| $500,000,000 |
| $64,400 |
|
|
(1) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. |
(2) | Includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and also includes Class A ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. These Class A ordinary shares are not being registered for the purpose of sales outside the United States. |
(3) | American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No.333- ). Each American depositary share represents Class A ordinary shares. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
Table of ContentsThe information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion. Dated , 2014. American Depositary Shares Weibo Corporation Representing Class A Ordinary Shares
This is an initial public offering of American depositary shares, or ADSs, of Weibo Corporation. We are offering ADSs. Each ADS represents of our Class A ordinary shares, par value $0.00025 per share. Prior to this offering, there has been no public market for our ADSs or our Class A ordinary shares. We intend to list the ADSs on the [NASDAQ Global Market/New York Stock Exchange] under the symbol “ .” We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. See “Risk Factors” beginning on page 17 for factors you should consider before buying the ADSs.
Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
| | | | | | | | | | | | Per ADS | | | Total | | Initial public offering price | | $ |
| | | $ |
| | Underwriting discount | | $ |
| | | $ |
| | Proceeds, before expenses, to us | | $ |
| | | $ |
| |
To the extent the underwriters sell more than ADSs, the underwriters have a 30-day option to purchase up to an additional ADSs from us at the initial public offering price less the underwriting discount.
Immediately prior to the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to three votes and is convertible into one Class A ordinary share. Immediately after the completion of this offering, our parent company SINA Corporation will hold Class B ordinary shares, representing % of our outstanding ordinary shares and % of our aggregate voting power, assuming the underwriters do not exercise their option to purchase additional ADSs.
The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on , 2014.
| | | Goldman Sachs (Asia) L.L.C. | | Credit Suisse |
Prospectus dated , 2014
Table of Contents
Table of Contents
Table of Contents
Table of ContentsTABLE OF CONTENTS
| | | | | | | | Page | | | | | 1 | | | | | 17 | | | | | 57 | | | | | 58 | | | | | 59 | | | | | 60 | | | | | 61 | | | | | 63 | | | | | 65 | | | | | 68 | | | | | 73 | | | | | 75 | | | | | 102 | |
| | | | | | | | Page | | | | | 107 | | | | | 136 | | | | | 152 | | | | | 159 | | | | | 161 | | | | | 163 | | | | | 174 | | | | | 183 | | | | | 185 | | | | | 191 | | | | | 196 | | | | | 197 | | | | | 198 | | | | | F-1 | |
You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free-writing prospectus. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs. We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus outside the United States. Until , 2014 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
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Table of ContentsPROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under “Risk Factors,” before deciding whether to buy our ADSs. Our Business Weibo is a leading social media platform for people to create, distribute and discover Chinese-language content. By providing an unprecedented and simple way for Chinese people and organizations to publicly express themselves in real time, interact with others on a massive global platform and stay connected with the world, Weibo has had a profound social impact in China. Since our inception four years ago, Weibo has amassed a large user base in China and in Chinese communities in more than 190 countries. In December 2013, Weibo had 129.1 million monthly active users, or MAUs, and 61.4 million average daily active users, or average DAUs, increasing from 96.7 million MAUs and 45.1 million average DAUs in December 2012, respectively, and 72.9 million MAUs and 25.2 million average DAUs in December 2011, respectively. A microcosm of Chinese society, Weibo has attracted a wide range of users, including ordinary people, celebrities and other public figures, as well as organizations such as media outlets, businesses, government agencies and charities. Weibo represents a new online experience in China by combining the means of real-time public self-expression with a powerful platform for social interaction, as well as content aggregation and distribution. Any user can create and post a feed of up to 140 Chinese characters and attach multimedia or long-form content. User relationships on Weibo may be asymmetric; any user can follow any other user and add comments to a feed while reposting. The simple, asymmetric and distributed nature of Weibo allows an original feed to become a live viral conversation stream. Over 2.8 billion feeds were shared on Weibo in December 2013, including 2.2 billion feeds with pictures, 81.7 million feeds with short videos and 21.5 million feeds with songs. Weibo has become a cultural phenomenon in China. Weibo allows people to be heard publicly and exposed to the rich ideas, cultures and experiences of the broader world. Media outlets use Weibo as a source of news and a distribution channel for their headline news. Government agencies and officials use Weibo as an official communication channel for disseminating timely information and gauging public opinion to improve public services. Individuals and charities use Weibo to make the world a better place by launching charitable projects, seeking donations and volunteers and leveraging the celebrities and organizations on Weibo to amplify their social influence. In addition to users, Weibo’s ecosystem includes customers and platform partners:
| | • | | Customers. We enable our advertising and marketing customers to promote their brands, products and services to our users. We offer a wide range of advertising and marketing solutions to customers ranging from large companies to small-and-medium enterprises, or SMEs, to individuals. Our performance-based ads allow our customers to reach a targeted audience based on the social interest graphs of our users. In addition, our customers can benefit from the potentially viral effect of their promoted feeds generated from the public and distributed nature of our platform, commonly known as “earned media”. |
| | • | | Platform Partners. We have attracted a large number of platform partners, including media outlets and developers of games and other applications. Our platform partners contribute a vast amount of content to Weibo, broadly distribute Weibo content across their properties and develop products and applications for our platform, enriching the experience of our users while increasing our monetization opportunities. |
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Table of ContentsDesigned with a “mobile first” philosophy, Weibo displays content in a simple information feed format. With a limit of 140 Chinese characters per feed, the high information-density of Chinese characters and users’ ability to personalize content information flow, Weibo is particularly suited for mobile use, and we have seen significant mobile adoption. Over 70% of our MAUs in December 2013 accessed Weibo from mobile devices at least once during the month. In the fourth quarter of 2013, we had over 120 million check-ins where users recorded their location by using a mobile device to post their location in a feed on Weibo. Mobile revenues accounted for 28.0% of our advertising and marketing revenues in 2013. We began monetization of our platform in 2012. We generate revenues primarily from customers who purchase advertising and marketing services, and, to a lesser extent, from platform partners who develop games for our users to play. We provide most of our services to users free of charge, with VIP membership services. In 2012 and 2013, we generated 77.4% and 78.8% of our revenues from advertising and marketing services, 19.3% and 12.2% from game-related services, and 3.3% and 5.9% from VIP membership services, respectively. While we distinguish between users, customers and platform partners in classifying our products and analyzing our sources of revenues, the same person or organization may simultaneously be included in two or more of the categories. We have since experienced rapid revenue growth. Our revenues increased from $65.9 million in 2012 to $188.3 million in 2013, while our net loss decreased from $102.5 million to $38.1 million and our negative Adjusted EBITDA decreased from $81.0 million to $6.3 million for the same period. See “Prospectus Summary—Summary Combined and Consolidated Financial Data—Non-GAAP Financial Measures” for a reconciliation of net loss to Adjusted EBITDA. Due to our limited operating history and evolving monetization model, comparisons of our results of operations from period to period may not be meaningful. We are a majority-owned subsidiary of SINA and thus a “controlled company” as defined under [NYSE/NASDAQ] rules. For so long as SINA owns more than 50% of our total outstanding voting securities, we are permitted to elect to rely on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors, and an exemption from the rule that our director nominees must be selected or recommended solely by independent directors. Historically, SINA has provided us with many services essential to our operations and administration, and we have entered into agreements with SINA with respect to various ongoing relationships between us. Our chief executive officer Mr. Gaofei Wang is also a corporate senior vice president of SINA. If we have any conflicts of interest with SINA, we may not resolve such conflicts on favorable terms for us because of SINA’s controlling ownership interest in us and Mr. Wang’s executive officer position at both companies. The accompanying combined and consolidated financial statements include all assets, liabilities, revenues, expenses and cash flows that were directly attributable to our business for all periods presented. See “Our Relationship with Major Shareholders—Our Relationship with SINA” and “Risk Factors—Risks Related to Our Carve-out from SINA and Our Relationship with SINA.” Our Core Attributes Our priority is to provide the best possible user experience for creating, distributing and discovering Chinese-language content online and to differentiate our social media platform through the scale of our user base and user engagement. We have designed our platform around five core attributes:
| | • | | Public. Content open to everyone. |
| | • | | Real-time. Instantly broadcasted. |
| | • | | Social. Interactive and engaged. |
| | • | | Aggregated. Content from everywhere. |
| | • | | Distributed. Broad viral reach. |
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Table of ContentsPublic Any user can choose to follow the feeds of any other user. This asymmetric relationship significantly enriches the content on Weibo, as people not only come to our platform to follow breaking news, live events and original feeds but also participate in public discussions. The asymmetric nature of Weibo also allows feeds to reach users several degrees of followings away. Getting heard by thousands or even millions of people and reaching people one might not have otherwise is a life-changing experience for ordinary people in China. Weibo is also the public forum of choice for many celebrities and other public figures. Real-time News breaks on Weibo from ordinary people at the scene of a headline event, from public figures who have a personal announcement to make, and from businesses, government agencies and other organizations that want direct access to a public audience. People use Weibo to follow news and events around the world. Media outlets also use Weibo because it is original, real-time and viral. Social People come to Weibo to join in public discussions and see and learn from each other’s comments. Social engagement comes in many forms, as when a user Likes a feed, Comments on a feed with an emoticon or casts a Vote on a particular issue. Users post feeds and repost other users’ feeds many times with comments added. Such live, public, social interaction not only broadens users’ view of the world and shapes their minds but also stimulates new ideas and promotes information sharing among users from all walks of life, even allowing public figures to join in on conversations between ordinary people. Aggregated Content on Weibo is contributed by ordinary people, public figures and organizations, including media outlets, government agencies and businesses. Through Weibo Connect, our over 340,000 platform partners enable their users to share content from their websites and applications to Weibo and attract our users back to their properties to access the content. Many media outlets in China, such as CCTV, Hunan Satellite Television Station, Phoenix TV and People’s Daily, frequently use Weibo as a platform to distribute content and engage with audiences. We also work with companies with large online content libraries of videos, songs, mobile applications, books and points of interest (such as restaurants, hotels and theaters), which we call objects, to create Weibo Pages for their content. Organic content creation from our users and content contributed by our platform partners resulted in the sharing of over 2.8 billion feeds on Weibo in December 2013, including 2.2 billion feeds with photos, 81.7 million feeds with short videos and 21.5 million feeds with songs. Distributed We allow content to be easily and virally distributed on our platform and to the properties of our platform partners, as well as to other online and offline media outlets. Our broad distribution reach and the original, real-time and viral nature of Weibo make it a top choice for many public figures, businesses, government agencies and other organizations as their official channel for public communication. Our Value Proposition to Users Users are our first priority. Weibo is used in many ways by different users. Some examples include:
| | • | | Ordinary people use Weibo to express their ideas, thoughts and feelings, to participate in public discussions, to keep abreast of local and world news and events and to discover content that matches their interests. |
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Table of Contents| | • | | Celebrities, opinion leaders and other public figures use Weibo to engage directly with their fans, to make public announcements and publicize social causes they care about. We have over 700,000 verified individual accounts on our platform, including those of actors and actresses, singers, business leaders, athletes and media personalities. |
| | • | | Large companies and SMEs use Weibo to create brand awareness, engage with potential and existing customers, launch new products and services, make public announcements and manage customer relationships. More than 400,000 businesses have opened Weibo enterprise accounts, which enable them to create Weibo Pages as landing pages on our platform free of charge. In January 2014, as part of our strategic alliance with Alibaba, we partnered with Alipay to offer a payment solution for businesses and other organizations to facilitate purchases through Weibo. |
| | • | | Government agencies use Weibo as an official channel for disseminating timely information and gauging public opinion to improve public services. More than 80,000 government agencies and officials at the local and national levels across China have established Weibo accounts and the total number of their followers exceeded 250 million as of December 2013. |
| | • | | Not-for-profit and other organizations use Weibo to recruit and engage with their supporters and to broadcast announcements to the public at large. |
Users come to Weibo for many reasons. Below are some examples: Express Themselves to the World Users come to Weibo to express, share and publicize their opinions, ideas, photos, activities and other content and comment on feeds from other users. It is an unprecedented experience for people in China to be able to publicly express themselves in real time on a platform with such a vast scale. Discover Relevant and Rich Content Users come to Weibo to discover and learn more about what is going on with the people, organizations and topics that interest them. Weibo allows users to search our rich content and filter it into highly personalized information streams by choosing the users, events, topics and subjects that they want to follow. Stay Current and Connected Users come to Weibo to stay current on the latest trends and events and connect with other users who share similar interests. On our platform, users can witness and discuss live events in the making, whether through ordinary people providing eyewitness accounts of news events, celebrities sharing their latest experiences with fans, or traditional media using Weibo as a second screen to enhance the overall user experience. Make a Social Impact Weibo helps people come together to realize common goals and to accomplish things that they could not accomplish on their own. We sponsor Weibo Charity to help charities and individuals to launch charitable projects, seek fundraising and recruit volunteers for public service. Engage with Followers Weibo offers organizations, such as businesses, government agencies, media outlets and schools, the ability to engage and interact with their followers to create commercial and social value. An organization can apply for a Weibo enterprise account to engage with followers. Businesses and other organizations use Professional Pages together with our advertising and marketing services to attract followers, create brand awareness, drive interest
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Table of Contentsgeneration, convert sales, conduct loyalty marketing and stimulate engagement with potential and existing customers. Weibo has also become an official channel for public communication for other organizations, including government agencies and not-for-profit organizations. Our Value Proposition to Advertising and Marketing Customers We have developed a comprehensive database of our users’ social interest graphs as a result of the numerous activities taking place on our platform. With a reach of 129.1 million MAUs as of December 2013, we offer compelling advertising and marketing solutions tailored to the different needs of a variety of customers. Although businesses and organizations can use Weibo to communicate with their followers free of charge, many choose to purchase our advertising and marketing services to reach a broader audience and further promote their brands, products and services. Our advertising and marketing solutions provide our customers with the following benefits: Targeted Our customers have the ability to improve the relevance of their advertising based on users’ social interest graphs, which draw upon a variety of factors, including demographics, social relationships and interests. Interests are tracked based on user actions such as Follow, Comment and Like. Earned Media and Reach Weibo feeds, whether organic or promoted, have the potential to spread virally due to the public and widely distributed nature of our platform. Our customers are charged for the initial advertising exposure or engagement, and they can further benefit from users down the chain reposting the ads across our platform at no additional cost. This is often referred to as “earned media,” and it has a powerful influence on a user’s interest and purchase decisions when the recommendations come from friends, celebrities and other influential figures. Native Ads Native ads allow our customers to communicate in a similar format as organic feeds and capture user attention as users consume information feeds. This solution is particularly mobile friendly and is a key product offering for our advertising and marketing customers. Engagement Through enterprise accounts, we give businesses and other organizations the opportunity to engage and build relationships with our users by building Professional Pages. Any verified organization can create a Professional Page from its enterprise account to attract followers, create brand awareness, drive interest generation, convert sales, conduct loyalty marketing and stimulate engagement with potential and existing customers. Tailored Solutions We offer a wide range of advertising and marketing solutions for customers ranging from large companies to SMEs to individuals. For large brand advertisers, we offer display ads with wide reach and are currently testing targeted ad solutions as well. For SMEs, we offer promoted feeds to allow them to reach our users with a smaller budget. For individuals, we offer Fans Headline to enable them to more effectively reach their followers.
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Table of ContentsPerformance-Based Solutions We offer advertising and marketing solutions based on performance-based pricing, such as cost per engagement. Advertising and marketing customers are charged only for the initial exposure or engagement. Thus, any earned media resulting from users reposting the ad allows our customers to achieve a lower effective advertising and marketing cost. Complementary to Traditional Media Weibo collaborates with traditional media such as television shows to add a unique, social, online dimension to popular offline content, amplifying a show’s reach and buzz and helping it build a lasting following. Non-TV advertisers may also leverage Weibo’s complementary nature to TV and engage with a show’s audience on Weibo without running expensive TV ads. Our Value Proposition to Platform Partners The scale and vibrancy of our platform have attracted a broad range of platform partners, including third-party websites, media outlets and application developers. We offer a set of open application programming interfaces with embedded widgets and development tools that allow our platform partners to share their content to our platform through their users and distribute our content across their properties. Others, like developers, also use our open application programming interfaces to build applications, such as online games integrated on Weibo. As of December 31, 2013, we had over 340,000 platform partners. We are focused on growing our open platform network by offering and improving the following benefits to our platform partners: Social Distribution of Content We enable our platform partners to share their content to our platform, expand their reach and interact with our users through Weibo Connect. We provide platform partners with a set of embedded widgets like “Weibo Log-in” or “Weibo Share” that allow users to log in to our platform partners’ websites or apps using their Weibo accounts and share content from their websites or apps through the social relationships that they have with other users on our platform. Building with Weibo Content Our platform partners leverage Weibo content to create or enhance their product and service offerings. For example, online and traditional news media often link to or cite feeds from Weibo as their source of news. As another example, one of our platform partners uses Weibo data to generate reports for brands to help them keep up with current trends in their industry and manage public relations. Monetization and Payments We help our platform partners create and enhance their monetization opportunities. We also provide an online payment infrastructure that enables our platform partners to receive payments from our users in an easy-to-use, secure and trusted environment.
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Table of ContentsOur Strategies We intend to further enhance Weibo’s value to our users, advertising and marketing customers and platform partners by pursuing the following strategies:
| | • | | Users: We intend to continue to grow our user base and user engagement through improving our mobile functionality to drive the growth of our mobile user base, increasing our penetration in China, especially in less developed lower-tier cities, and improving our user experience and engagement by improving our product functions, offering new products and bringing more content to our platform; |
| | • | | Customers: We will increase monetization opportunities through improving our existing advertising and marketing solutions, expanding our customer base especially among SMEs and in additional industries, exploring monetization opportunities in social commerce and growing other services; and |
| | • | | Platform Partners: We plan to further expand and improve our open platform through expanding our partner network and improving products and services to our platform partners. |
Our Challenges Our ability to execute our strategies is subject to risks and uncertainties, including those relating to:
| | • | | our ability to maintain and increase our active user base and maintain and increase our level of user engagement; |
| | • | | the willingness of our users and platform partners to contribute content that is valued by other users; |
| | • | | our ability to generate sustainable revenues from advertising and marketing as well as other services; |
| | • | | our ability to compete effectively for users, user engagements and advertising and marketing spending against our competitors; |
| | • | | our limited operating history and our ability to increase revenues and achieve profitability; |
| | • | | our relationship with SINA and/or Alibaba; |
| | • | | our ability to effectively manage our growth; |
| | • | | our ability to keep up with the rapid technological changes of the internet industry and manage spam, privacy, security, storage and other technological challenges; |
| | • | | China’s complex legal system governing media, the internet, internet content providers and internet advertising and marketing; and |
| | • | | the risks associated with our control over our variable interest entity, or VIE, and its subsidiary. |
Corporate History and Structure Our parent, SINA, launched Weibo in August 2009, originally as a microblogging service. In 2010, SINA incorporated a subsidiary, T.CN Corporation, in the Cayman Islands to hold the assets associated with the Weibo business. In 2011, Weibo was upgraded with social networking features and improved open platform architecture to support internally developed and third-party developer applications on our platform. In 2012, T.CN Corporation was renamed Weibo Corporation. In April 2013, Alibaba Group invested $585.8 million through its wholly owned subsidiary, Ali WB Investments Holding Limited, or Ali WB, in ordinary and preferred shares representing approximately 18% of Weibo Corporation’s then total outstanding shares on a fully diluted basis.
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Table of ContentsWeibo Corporation holds 100% of the equity of Weibo Hong Kong Limited, or Weibo HK, which in turn holds 100% of the equity in Weibo Internet Technology (China) Co., Ltd., or Weibo Technology, our wholly owned subsidiary in China. We are a holding company, and we conduct our business in China through Weibo Technology and our VIE, Beijing Weimeng Technology Co., Ltd., or Weimeng, and Weimeng’s subsidiary. See “Corporate History and Structure” and “Risk Factors—Risks Relating to Our Corporate Structure.” We rely principally on dividends and other distributions from Weibo Technology for our cash needs, including the funds necessary to pay dividends to our shareholders or service any debt we may incur. Weimeng holds an Internet Content Provision License and other permits that are necessary for operating our business in China. We gained control and became the primary beneficiary of Weimeng in 2010 through a series of contractual arrangements between Weibo Technology and Weimeng and Weimeng’s shareholders. In December 2013, Weimeng acquired from SINA the entire equity interest in Beijing Weibo Interactive Internet Technology Co., Ltd., or Weibo Interactive, a PRC company engaged in the online game business, for a consideration of $10.1 million. The following diagram illustrates our corporate structure, including our subsidiaries, our VIE and the VIE’s subsidiary, as of the date of this prospectus:
| | |  | | Equity interest. | | |  | | Contractual arrangements including loan agreements, share transfer agreements, loan repayment agreements, agreements on authorization to exercise shareholder’s voting power, share pledge agreements, exclusive technical services agreement, exclusive sales agency agreement and trademark license agreement. | | | (1) | | The shareholders of Weimeng are four non-executive PRC employees of our company or SINA, Y. Liu, W. Wang, Y. Lu and Z. Cao, holding 30%, 30%, 20% and 20% of Weimeng’s equity interest, respectively. The shareholders of Weimeng are not shareholders of our company. |
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Table of ContentsImplications of Being an Emerging Growth Company As a company with less than $1.0 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. However, we have elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable. We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we have total annual gross revenues of at least $1.0 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. Corporate Information Our principal executive offices are located at 7/F, Shuohuang Development Plaza, No. 6 Caihefang Road, Haidian District, Beijing, 100080, People’s Republic of China. Our telephone number at this address is +86 10 6061-8000. Our registered office in the Cayman Islands is located at the offices of Floor 4, Willow House, Cricket Square, P. O. Box 2804, Grand Cayman KY1-1112, Cayman Islands. Our agent for service of process in the United States is Law Debenture Corporate Services Inc., located at 400 Madison Avenue, 4th Floor, New York, New York 10017. Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our website is www.weibo.com. The information contained on our website is not a part of this prospectus. Conventions Which Apply to this Prospectus Unless we indicate otherwise, all information in this prospectus reflects no exercise by the underwriters of their option to purchase up to additional ADSs representing Class A ordinary shares from us. Except where the context otherwise requires and for purposes of this prospectus only:
| | • | | “we,” “us,” “our company” and “our” refer to Weibo Corporation, a Cayman Islands company, and its subsidiaries, and, in the context of describing our operations and combined and consolidated financial information, also include its consolidated PRC affiliated entities, Weimeng and Weibo Interactive; |
| | • | | “Weibo” refers to our social media platform and the products and services that we provide to users, customers and platform partners through that platform; |
| | • | | “SINA” refers to SINA Corporation, our parent company and controlling shareholder; |
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Table of Contents| | • | | “China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong, and Macau; |
| | • | | “MAUs” refers to monthly active users, which are Weibo users who logged in and accessed Weibo through our website, mobile website, desktop or mobile applications, SMS or connections via our platform partners’ websites or applications that are integrated with Weibo, during a given calendar month. The numbers of our MAUs are calculated using internal company data that has not been independently verified, and we treat each account as a separate user for purposes of calculating MAUs, although it is possible that some people and organizations may have set up more than one account and some accounts used by organizations are used by many people within the organization; |
| | • | | “DAUs” refers to daily active users, which are Weibo users who logged in and accessed Weibo through our website, mobile website, desktop or mobile applications, SMS or connections via our platform partners’ websites or applications that are integrated with Weibo, on a given day, and “average DAUs” for a month refers to the average of the DAUs for each day during the month. The numbers of our DAUs are calculated using internal company data that has not been independently verified, and we treat each account as a separate user for purposes of calculating DAUs, although it is possible that some people and organizations may have set up more than one account and some accounts used by organizations are used by many people within the organization; |
| | • | | “feeds” include both posts and reposts; |
| | • | | “shares” or “ordinary shares” refers to our Class A and Class B ordinary shares, par value $0.00025 per share; and |
| | • | | “ADSs” refers to our American depositary shares, each of which represents Class A ordinary shares. |
Renminbi amounts that are not included in our financial statements are translated into U.S. dollars at the noon buying rate in The City of New York for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2013, which was RMB6.0537 to $1.00.
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Table of ContentsTHE OFFERING
Offering price | We currently estimate that the initial public offering price will be between $ and $ per ADS. |
ADSs to Class A ordinary share ratio | Each ADS represents Class A ordinary shares, par value $0.00025 per share. |
ADSs outstanding immediately after this offering | ADSs (or ADSs if the underwriters exercise their option to purchase additional ADSs representing Class A ordinary shares in full) |
Ordinary shares outstanding immediately after this offering | Class A ordinary shares (or Class A ordinary shares if the underwriters exercise their option to purchase additional ADSs representing Class A ordinary shares in full) and Class B ordinary shares |
The ADSs | Each ADS represents Class A ordinary shares. The depositary will hold the Class A ordinary shares underlying your ADSs and you will have rights as provided in the deposit agreement. |
| | You may turn in your ADSs to the depositary in exchange for Class A ordinary shares. The depositary will charge you fees for any exchange. |
| | We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs, you agree to be bound by the deposit agreement as amended. |
| | To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus. |
Option to purchase additional ADSs | We have granted to the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an additional ADSs. |
[Reserved ADSs | At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of ADSs offered in this offering to some of our directors, officers, employees, business associates and related persons through a directed share program.] |
Use of proceeds | We expect that we will receive net proceeds of approximately $ million from this offering, or approximately $ million if the underwriters exercise their option to purchase additional |
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Table of Contents| | ADSs from us in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. |
| | We will use approximately $250 million of the net proceeds we receive from this offering to repay loans we owe to SINA, our parent company and controlling shareholder. We intend to use the remainder to invest in technology, infrastructure and product development, to expand sales and marketing efforts, and for working capital and other general corporate purposes. See “Use of Proceeds” for more information. |
Depositary
Lock-up | We, our directors and executive officers, all of our existing shareholders and certain of our option holders have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus, subject to certain exceptions, including the exercise by Ali WB of its option to acquire additional Class A ordinary shares under the shareholders’ agreement between us, SINA and Ali WB. In addition, through a letter agreement, we have agreed to instruct , as depositary, not to accept any deposit of any Class A ordinary shares or issue any ADSs for 180 days after the date of this prospectus unless we consent to such deposit or issuance, and not to provide consent without the prior written consent of Goldman Sachs (Asia) L.L.C. and Credit Suisse Securities (USA) LLC. The foregoing does not affect the right of ADS holders to cancel their ADSs and withdraw the underlying Class A ordinary shares. See “Shares Eligible for Future Sale” and “Underwriting.” |
Risk factors | See “Risk Factors” and other information included in this prospectus for a discussion of risks you should carefully consider before investing in the ADSs. |
The number of ordinary shares that will be outstanding immediately after this offering:
| | • | | is based upon 180,437,706 ordinary shares outstanding as of the date of this prospectus, assuming the conversion of all outstanding preferred shares into 30,046,154 Class A ordinary shares immediately upon the completion of this offering; |
| | • | | assumes no exercise of the underwriters’ option to purchase additional ADSs representing Class A ordinary shares; |
| | • | | excludes Class A ordinary shares issuable upon the exercise of options outstanding as of the date of this prospectus, at a weighted average exercise price of $ per share; |
| | • | | excludes Class A ordinary shares reserved for future issuances under our 2014 Share Incentive Plan; and |
| | • | | includes Class A ordinary shares to be issued to Ali WB, being 20% of the total ordinary shares that Ali WB will purchase pursuant to its option under the shareholders’ agreement between us, SINA and Ali WB. See “Our Relationship with Major Shareholders—Our Relationship with Alibaba—Shareholders’ Agreement.” |
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Table of ContentsSummary Combined and Consolidated Financial Data The following summary combined and consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 and summary combined and consolidated balance sheet data as of December 31, 2012 and 2013 have been derived from our audited combined and consolidated financial statements included elsewhere in this prospectus. You should read this Summary Combined and Consolidated Financial Data section together with our combined and consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our combined and consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods.
| | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | 2011 | | | 2012 | | | 2013 | | | | | (in $ thousands, except for share, per
share and per ADS data) | | Summary Combined and Consolidated Statements of Operations Data: | | | | | | | | | | | | | Revenues: | | | | | | | | | | | | | Advertising and marketing revenues: | | | | | | | | | | | | | Third parties | | | — | | | | 51,049 | | | | 99,291 | | Related party Alibaba | | | — | | | | — | | | | 49,135 | | | |
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| | Total advertising and marketing revenues | | | — | | | | 51,049 | | | | 148,426 | | Other revenues | | | — | | | | 14,880 | | | | 39,887 | | | |
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| | Total revenues | | | — | | | | 65,929 | | | | 188,313 | | Costs and expenses: | | | | | | | | | | | | | Cost of revenues(1)(2) | | | 29,527 | | | | 46,429 | | | | 59,891 | | Sales and marketing(2) | | | 45,048 | | | | 40,380 | | | | 63,069 | | Product development(2) | | | 36,921 | | | | 71,186 | | | | 100,740 | | General and administrative(2) | | | 3,981 | | | | 5,778 | | | | 22,517 | | | |
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| | Total costs and expenses | | | 115,477 | | | | 163,773 | | | | 246,217 | | | |
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| | Loss from operations | | | (115,477 | ) | | | (97,844 | ) | | | (57,904 | ) | Loss from equity method investment | | | (423 | ) | | | (1,340 | ) | | | (1,236 | ) | Remeasurement gain upon obtaining control | | | — | | | | — | | | | 3,116 | | Interest and other income (expenses), net(3) | | | (1,750 | ) | | | (4,853 | ) | | | (2,884 | ) | Change in fair value of investor option liability | | | — | | | | — | | | | 21,064 | | | |
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| | Loss before income tax expenses | | | (117,650 | ) | | | (104,037 | ) | | | (37,844 | ) | Income tax expenses (benefits) | | | — | | | | (1,551 | ) | | | 271 | | | |
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| | Net loss | | | (117,650 | ) | | | (102,486 | ) | | | (38,115 | ) | | |
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Table of Contents | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | 2011 | | | 2012 | | | 2013 | | | | | (in $ thousands, except for share, per share and per ADS
data) | | Weighted average number of ordinary shares used in per share calculations: | | | | | | | | | | | | | Basic | | | 140,000,000 | | | | 140,830,822 | | | | 146,820,108 | | Diluted | | | 140,000,000 | | | | 140,830,822 | | | | 146,820,108 | | Loss per ordinary share: | | | | | | | | | | | | | Basic | | $ | (0.84 | ) | | $ | (0.73 | ) | | $ | (0.26 | ) | Diluted | | $ | (0.84 | ) | | $ | (0.73 | ) | | $ | (0.26 | ) | Loss per ADS(4): | | | | | | | | | | | | | Basic | | | | | | | | | | | | | Diluted | | | | | | | | | | | | | | | | Non-GAAP Financial Data 5) | | | | | | | | | Adjusted Net Loss | | | (116,648 | ) | | | (100,649 | ) | | | (30,824 | ) | Adjusted EBITDA | | | (107,784 | ) | | | (80,955 | ) | | | (6,332 | ) |
Notes: (1) | Including cost of revenues from related party of $0, $3,484 thousand and $0 for the years ended December 31, 2011, 2012 and 2013, respectively. |
(2) | Stock-based compensation was allocated in costs and expenses as follows: |
| | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | 2011 | | | 2012 | | | 2013 | | | | | (in $ thousands) | | Cost of revenues | | | 125 | | | | 201 | | | | 4,253 | | Sales and marketing | | | 182 | | | | 330 | | | | 6,150 | | Product development | | | 467 | | | | 638 | | | | 9,209 | | General and administrative | | | 228 | | | | 668 | | | | 11,630 | | | |
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| | Total | | | 1,002 | | | | 1,837 | | | | 31,242 | | | |
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(3) | Including interest expenses on amount due to SINA of $1,567 thousand, $4,923 thousand and $6,708 thousand for the years ended December 31, 2011, 2012 and 2013, respectively. |
(4) | Each ADS represents Class A ordinary shares. |
(5) | See “—Non-GAAP Financial Measures.” |
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Table of Contents | | | | | | | | | | | | | | | | | | As of December 31, | | | | 2012 | | | 2013 | | | | | | | Actual | | | Pro forma[size=9.090909004211426px](1) | | | Pro forma
as
adjusted[size=9.090909004211426px](2) | | | | (in $ thousands) | Summary Combined and Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | Cash and cash equivalents | | | 2,906 | | | | 246,436 | | | | 246,436 | | | | Short-term investments | | | 119,848 | | | | 252,342 | | | | 252,342 | | | | Total assets | | | 205,558 | | | | 606,934 | | | | 606,934 | | | | Amount due to SINA | | | 393,391 | | | | 267,722 | | | | 267,722 | | | | Investor option liability | | | — | | | | 29,504 | | | | 29,504 | | | | Total liabilities | | | 419,466 | | | | 370,263 | | | | 370,263 | | | | Mezzanine equity | | | — | | | | 479,612 | | | | — | | | | Ordinary shares | | | 36 | | | | 37 | | | | 45 | | | | Additional paid-in capital | | | 21,781 | | | | 31,352 | | | | 510,956 | | | | Accumulated deficit | | | (236,736 | ) | | | (274,851 | ) | | | (274,851 | ) | | | Total shareholders’ equity (deficit) | | | (213,908 | ) | | | (242,941 | ) | | | 236,671 | | | |
Notes: (1) | The combined and consolidated balance sheet data as of December 31, 2013 are adjusted on a pro forma basis to give effect to the automatic conversion of all of our outstanding preferred shares into 30,046,154 Class A ordinary shares immediately upon the completion of this offering. |
(2) | The combined and consolidated balance sheet data as of December 31, 2013 are adjusted on a pro forma as adjusted basis to give effect to (i) the automatic conversion of all of our outstanding preferred shares into 30,046,154 Class A ordinary shares immediately upon the completion of this offering; (ii) the issuance of Class A ordinary shares, being 20% of the total number of ordinary shares to be purchased by Ali WB pursuant to the exercise of its option upon the closing of this offering at an assumed exercise price of $ per share, which represents a % discount to the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus; and (iii) the sale of Class A ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of $ per ADS, the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. |
Non-GAAP Financial Measures In evaluating our business, we consider and use two non-GAAP measures, Adjusted Net Loss and Adjusted EBITDA, as supplemental measures to review and assess our operating performance. The presentation of these two non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define Adjusted Net Loss as net loss excluding stock-based compensation, amortization of intangible assets, change in fair value of investor option liability and remeasurement gain upon obtaining control. We define Adjusted EBITDA as net loss before stock-based compensation, amortization of intangible assets, change in fair value of investor option liability, remeasurement gain upon obtaining control, depreciation expenses, interest expenses and interest income and income taxes expenses (benefits). We present these non-GAAP financial measures because they are used by our management to evaluate our operating performance and formulate business plans. These non-GAAP financial measures enable our management to assess our operating results without considering the impact of non-cash charges, including stock-based compensation, amortization of intangible assets, change in fair value of investor option liability, remeasurement gain upon obtaining control, depreciation expenses, interest expenses and interest income and income taxes expenses (benefits). We also believe that the use of these non-GAAP measures facilitates investors’ assessment of our operating performance. These non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. These non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using these non-GAAP financial measures is that they do not reflect all items of income and
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Table of Contentsexpense that affect our operations. Stock-based compensation, amortization of intangible assets, change in fair value of investor option liability and remeasurement gain upon obtaining control have been and may continue to be incurred in our business and are not reflected in the presentation of Adjusted Net Loss. Similarly, stock-based compensation, amortization of intangible assets, change in fair value of investor option liability, remeasurement gain upon obtaining control, depreciation expenses, income taxes (benefits) and interest expenses and interest income, have been and may continue to be incurred in our business and are also not reflected in the presentation of Adjusted EBITDA. Additionally, Adjusted EBITDA does not include capital expenditures and other investing activities and should not be considered as a measure of our liquidity. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. We compensate for these limitations by reconciling these non-GAAP financial measure to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on a single financial measure. The following table reconciles our Adjusted Net Loss and Adjusted EBITDA in 2011, 2012 and 2013 to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net loss:
| | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | 2011 | | | 2012 | | | 2013 | | | | | (in $ thousands) | | Reconciliation of Net Loss to Adjusted Net Loss and Adjusted EBITDA: | | | | | | | | | Net loss | | | (117,650 | ) | | | (102,486 | ) | | | (38,115 | ) | Stock-based compensation | | | 1,002 | | | | 1,837 | | | | 31,242 | | Amortization of intangible assets | | | — | | | | — | | | | 229 | | Change in fair value of investor option liability | | | — | | | | — | | | | (21,064 | ) | Remeasurement gain upon obtaining control | | | — | | | | — | | | | (3,116 | ) | | |
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| | Adjusted Net Loss (Non-GAAP) | | | (116,648 | ) | | | (100,649 | ) | | | (30,824 | ) | Depreciation expenses | | | 7,323 | | | | 16,386 | | | | 21,300 | | Interest expense, net | | | 1,541 | | | | 4,859 | | | | 2,921 | | Income tax expenses (benefits) | | | — | | | | (1,551 | ) | | | 271 | | | |
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| | Adjusted EBITDA (Non-GAAP) | | | (107,784 | ) | | | (80,955 | ) | | | (6,332 | ) | | |
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16 http://www.sec.gov/cgi-bin/browse-edgar?company=weibo&owner=exclude&action=getcompanyhttp://www.sec.gov/Archives/edgar/data/1595761/000119312514100237/d652805df1.htm
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