First Look at Yelp IPO Terms (YELP)

Tonight is the first look at the terms of the upcoming and highly anticipated Yelp Inc. initial public offering.  Here is what we have from the SEC filing.  Insiders include Bessemer ventures, Elevation Partners, Benchmark Capital, and others. Yelp is one of our Top 17 IPOs to Watch for 2012.

The offering is for 7,150,000 common shares, or 8,222,500 if the underwriters exercise the overallotment option.  Yelp is offering 7,100,000 of the shares and the selling stockholder is offering an additional 50,000 shares. The expected price range is $12 to $14 per share.

There will be 59,873,181 shares between the full amount of Class A and Class B shares, which implies a market capitalization rate of $838 million at the top of the IPO price range.

Yelp will list on the New York Stock Exchange under the symbol “YELP”.  Underwriters are listed as Goldman Sachs, Citigroup, and Jefferies, with co-managers listed as Allen & Company and also Oppenheimer & Co.

The dual-class of shares gives virtually no real power to the A shares being purchased in the IPO by the public: Class A common stock and Class B common stock have the same rights except voting and conversion. Each share of Class A will be entitled to one vote per share; each Class B share will have ten votes per share and will be convertible at any time into one share of Class A common stock.  Here is why there is no power…. Outstanding shares of Class B common stock will represent approximately 98.7% of the voting power of the outstanding capital stock immediately following this offering.

Yelp claims 25 million review, 66 million monthly unique users, and 606,000 claimed local business locations.  During the year ended December 31, 2011, Yelp generated net revenue of $83.3 million, representing 74% growth over 2010, a net loss of $16.7 million and an adjusted EBITDA loss of $1.1 million.

FULL YELP AMENDED FILING

JON C. OGG