European Pressphoto Agency
阿里巴巴提交了在美国上市的申请。
中
国互联网巨头阿里巴巴集团(Alibaba Group Holding Ltd.)正式提交在美国进行首次公开募股(IPO)的计划，在上市前证实了其庞大的电子商务业务的广度和规模。预计阿里巴巴集团的上市将可能是历史上最大规模的IPO之一。阿里巴巴提交的IPO申请文件显示，该公司去年拥有2.31亿活跃买家。买家去年在阿里巴巴旗下三个购物网站共消费2,480亿美元，规模与芬兰的经济体量基本相当。
去年第四季度交易额较上年同比增长53%。据Forrester Research的数据显示，去年的交易额比亚马逊(Amazon.com Inc.)网站的交易额高一倍以上，亚马逊去年的交易额约为1,100亿美元。
多媒体报道：阿里巴巴全解读
根据文件中披露的信息，4月份时阿里巴巴对自己的估值约为1,090亿美元，这基于阿里巴巴在文件中公布的已发行股票数量以及该公司对其每股股票价值的内部估算。如果将一些股权薪酬和部分优先股转换计算在内，估值将达到1,160亿美元。不过在进行股票发售时，阿里巴巴可能寻求更高的估值。
分析师给出的估值预期在1,360亿美元至2,450亿美元不等。
阿里巴巴周一称，计划筹资10亿美元，不过外界普遍认为这只是一个暂定数字。熟悉阿里巴巴情况的人士曾表示，该公司可能在这宗交易中筹资逾200亿美元，而且预计该交易最早也要等到今夏较晚时候才会启动。
整体而言，提交的上市文件表明，阿里巴巴的营收增速超过了支出增速。
在截至去年12月份的九个月中，阿里巴巴的营收成本同比增加了33%，至人民币99亿元。营收成本包括各种运营成本和流量获得成本，以及向支付宝(Alipay)和其他金融机构支付的支付处理费用。同期，该公司的产品开发成本上升了34%，至人民币38.9亿元。
同一时期，阿里巴巴的营收大幅增长57%，超过了支出的增幅。阿里巴巴最大的一块业务是其在中国的三个交易市场，截至去年12月份的九个月中，这三个市场贡献了总计65亿美元的营收中的83%。
文件还透露了阿里巴巴云计算业务的详细情况。2013年4月-12月，云计算业务实现收入9,000万美元，只占阿里巴巴总收入的1.4%。阿里巴巴在2009年成立了子公司阿里云(Alibaba Cloud Computing)，负责处理关联企业的数据需求。截至去年12月31日，阿里云每分钟可处理360万笔交易。目前阿里云为第三方企业处理网络流量。
文件显示，阿里巴巴的移动支付交易量正在增长。该公司称，去年第四季度旗下中国在线购物网站的移动在线交易量占到了交易总量的20%左右，远高于上年同期的7.4%。去年12月，阿里巴巴购物网站的月度移动活跃用户数量达到1.36亿。
管理着1,200亿美元资产的Nuveen Asset Management的高级研究分析师斯诺里克(Jane Snorek)说，到目前为止她了解到的最重要的一件事就是移动业务正在推动阿里巴巴的增长，而且这一趋势似乎正在加速，尽管阿里巴巴已经是一家非常大的公司。
斯诺里克表示，她希望看到与用户参与度有关的更多数据，比如消费者浏览阿里巴巴网站的时间，他们的购物历史等等。她说，她对所有互联网公司最看重的一点是，这些公司的用户是否在增长，用户使用它们的网站是否更加频繁。
斯诺里克说，这是一家规模如此巨大的公司，十分惊人。
阿里巴巴没有说明计划在哪个交易所上市，但预计它将选择纽约证交所。
到目前为止，对于阿里巴巴价值的估计主要是根据类似公司情况进行的猜测。在此之前，只有持有阿里巴巴24%股份的雅虎(Yahoo Inc.)在文件中披露了一些阿里巴巴的基本财务信息。
截至去年年底，这家中国公司持有79亿美元现金、现金等价物和短期投资，还有49亿美元的长期债务──这些是重要的衡量标准，因为阿里巴巴还在继续着收购狂欢，旨在让公司进入新的业务领域并巩固其面对竞争对手的实力。
此次IPO将标志着阿里巴巴在中国国内外日渐增长的雄心。阿里巴巴于1999年在华东城市杭州成立，其创始人马云(Jack Ma)曾是一位英语老师。阿里巴巴最早的业务是一个为中国供应商与外国买家牵线的网站。
时间轴：阿里巴巴崛起之路
周二的文件并没有披露两家网站各自的收入或交易额。
文件称，阿里巴巴计划通过IPO为自身筹集新资金，但金额不清楚。该公司称，计划将筹资所得用于一般公司用途，这是在股票发行中用到的标准条款。
文件反映出阿里巴巴需要筹集更多资金的可能原因。该公司指出，它已经背负了高额债务，去年从一组大型银行获得的80亿美元信贷额度已经耗尽。该公司称，今年4月份用掉了这80亿美元信贷额度中的最后30亿美元。
申请文件也揭示出阿里巴巴在公司架构上更多有争议的细节。马云是该公司的合伙人之一，而这些合伙人提名的董事占董事会人数的一半以上。这种合伙人制度是导致阿里巴巴与港交所上市谈判破裂的原因，阿里巴巴最初曾考虑在香港上市。
周二，阿里巴巴介绍了公司的28位合伙人，其中22人为阿里巴巴集团的管理人士，另外6人为关联公司的经理。
现有的内部人也有其他方法维持对公司的控制。软银(SoftBank Corp.)作为一个实力强大的股东，只要它持有阿里巴巴15%的股权，就有权推荐一名董事。申请文件称，雅虎和软银总共持有公开上市前阿里巴巴57%的股权，这两个股东已进一步同意投票支持合伙人提名。但雅虎的持股比例料将下降，因为按照先前的一份协议，雅虎将在IPO过程中出售手中约40%的持股。
阿里巴巴在申请文件中称，软银是阿里巴巴最大的股东，IPO后，它仍将持有该公司超过30%的股权。
招股书显示，阿里巴巴目前的董事会成员包括马云、执行副主席蔡崇信(Joe Tsai)、软银首席执行长孙正义(Masayoshi Son)以及雅虎(Yahoo)首席开发长杰奎琳·雷瑟斯(Jacqueline Reses)。
招股书证实了目前为止承接阿里巴巴IPO工作的投行名单，它们是瑞士信贷集团(Credit Suisse Group AG)、德意志银行(Deutsche Bank AG)、高盛集团(Goldman Sachs Group Inc.)、摩根大通(J.P. Morgan Chase & Co.)和摩根士丹利(Morgan Stanley)。熟悉阿里巴巴想法的知情人士称，这几家银行在招股书中按字母顺序排列，说明阿里巴巴希望给予它们公平的地位，花旗(Citi)将在IPO交易中扮演相对次要的角色。
据知情人士透露，阿里巴巴的IPO规模有望达到200亿美元，支付给投行的承销费可能达到4亿美元，为了能分一杯羹，投行展开了激烈的竞争；这笔费用将包括相当于IPO融资规模1%的基础佣金，作为激励机制，超出IPO计划融资规模的部分将给予投行至多1%的佣金奖励。
为了取悦阿里巴巴，上述银行的高管近年来定期赴杭州、香港和东京与阿里巴巴高管会面。据知情人士透露，摩根大通首席执行长詹姆斯·戴蒙(James Dimon)和该行资深的交易撮合者小詹姆斯 ·李(James B. Lee Jr.)就曾在香港与马云共进晚餐。
Juro Osawa / Telis Demos
（更新完成）
（本文版权归道琼斯公司所有，未经许可不得翻译或转载。）
Chinese Internet giant Alibaba Group Holding Ltd. officially filed plans to offer its shares in the U.S., confirming the breadth and scale of its vast e-commerce operations ahead of what is expected to be one of the largest stock listings in history.
The filing showed the company had 231 million annual active buyers last year. A total of $248 billion was spent on Alibaba's three shopping sites last year, roughly the same as the economy of Finland.
That transaction volume, which in the fourth quarter was up 53% from the prior year, was more than twice as much as was spent on Amazon.com Inc., which had roughly $110 billion in transactions, according to Forrester Research.
The filing, released after the market closed, marks the first step toward a whirlwind sale season in which Wall Street will pitch the stock offering. Alibaba has lined up half dozen of the world's biggest banks to help place its shares, and money managers and small investors are expected to size up the company, which is familiar to many in the Western world more by reputation than firsthand experience.
Alibaba valued itself at roughly $109 billion in April, based on disclosures in the document about the numbers of shares outstanding and its internal estimate of the value of each share. Including some stock-based compensation and the conversion of certain preferred shares, the valuation is $116 billion. However, the company could seek a higher valuation when it sells shares.
Analyst estimates have ranged from $136 billion to $245 billion.
Alibaba said Monday that it plans to raise $1 billion, although that figure is widely seen as a placeholder. People familiar with the company have said it could raise more than $20 billion in the deal, not expected until at least later in summer.
Overall, the filing shows Alibaba's revenue growth is outpacing its growth in expenses.
Alibaba's cost of revenue, which includes various operational expenses and traffic acquisition costs as well as payment processing fees it pays to Alipay and other financial institutions, increased 33% to 9.9 billion yuan ($1.59 billion) in the nine months through December from a year earlier. The company's product development costs rose 34% to 3.89 billion yuan in the same period.
For those nine months, Alibaba's revenue jumped 57%, more than making up for the increase in expenses. Alibaba's largest business segment was its three Chinese retail markets, contributing 83% of its $6.5 billion in revenue in the nine months ended in December.
The filing also revealed details about Alibaba's cloud-computing business. In the last nine months of 2013, just 1.4% of Alibaba's revenue, or $90 million came from its cloud computing business. The company founded Alibaba Cloud Computing in 2009 to manage the data needs of its related companies. It could process 3.6 million transactions a minute as of Dec. 31. It now handles web traffic for third-party companies.
The filing showed that Alibaba's mobile transactions are growing. Mobile transactions accounted for about 20% of all the transactions on its Chinese shopping sites in the fourth quarter of last year, up sharply from 7.4% a year earlier, the company said. In December, Alibaba's shopping sites had 136 million monthly active users on mobile, the company said.
'The biggest thing I've learned so far is how much mobile is driving their growth, and it seems to be reaccelerating, even though they're already a big company,' said Jane Snorek, senior research analyst at Nuveen Asset Management, which oversees $120 billion.
Ms. Snorek said she is looking for more data on user engagement, such as how much time customers are spending on Alibaba's sites and the history of their purchasing activity. 'My big thing on any Internet company is, you're growing your users and they're using your site more often,' she said.
Speaking of Alibaba's cloud computing business, Ms. Snorek said: 'The size of their cloud in revenue and users, I think will be an upside surprise to most people.' She added: 'They've only just recently been talking about that but it looks like they've been running that for a while and are already breaking out their revenues.'
'It's such a huge company, it's just amazing,' Ms. Snorek said.
The company didn't say on which stock exchange it plans to list, though it is expected to choose the New York Stock Exchange.
Until now, estimates of Alibaba's value have been mostly guesswork based on comparable companies. Alibaba had only disclosed some bare-bones financial information via filings of Yahoo Inc., the holder of a 24% stake.
The Chinese company had $7.9 billion in cash, cash equivalents and short term investments, and $4.9 billion in total long-term debt as of the end of last year--important metrics as Alibaba continues an acquisition spree aimed at taking the company into new business areas and bolstering its hand against rivals.
The IPO will mark the growing ambitions in China and abroad of Alibaba, which was founded in 1999 in the eastern city of Hangzhou, by a former English teacher named Jack Ma. Alibaba's first business was a site to connect Chinese suppliers with Western buyers.
Today, Alibaba's main business are its two consumer marketplaces, Taobao and Tmall. The two sites together account for roughly 80% of all Chinese online shopping transactions, which stood at 1.84 trillion yuan ($296 billion) last year according to research firm iResearch.
Tuesday's filing didn't break out revenue or transaction volume for the two marketplaces.
The filing said Alibaba intends to raise fresh funds for itself in the IPO, though the amount isn't clear. The company said it plans to use the proceeds of its offering for general corporate purposes, a standard clause used in stock offerings.
The filing showed why it might need to raise more funds for itself. Alibaba noted it has 'incurred substantial indebtedness,' revealing it had drawn down all of the $8 billion credit facility it took out with a group of large banks last year. The company said it drew down $3 billion from that credit line in April.
The filing also revealed more details about Alibaba's controversial corporate structure. Mr. Ma is part of an Alibaba partnership that nominates more than half the company's board directors. An objection to this practice was what torpedoed negotiations between Alibaba and the Hong Kong stock exchange, where the company initially considered listing.
On Tuesday, Alibaba described the Alibaba partnership as 28 members, of whom 22 are members of Alibaba Group's management and six are managers at related companies.
Current insiders also have additional ways of maintaining control of the company. SoftBank Corp., a part owner, has the right to nominate one director, so as long as it is a 15% shareholder in the company. The filing said that Yahoo and Softbank, which together own 57% of the pre-offering shares, have further agreed to vote in favor of the partnership nominees. Yahoo's stake, however, is expected to drop as Yahoo sells about 40% of its holding in the IPO, under a prior agreement.
SoftBank, Alibaba's largest shareholder, will continue to own more than 30% of the Chinese company's shares after the IPO, Alibaba said in the filing.
According to the IPO prospectus, Alibaba's current board directors are Mr. Ma, Executive Vice Chairman Joe Tsai, SoftBank Chief Executive Masayoshi Son, and Yahoo Chief Development Officer Jacqueline Reses.
Alibaba's listing confirmed its lineup of banks it has tapped so far to run its deal: Credit Suisse Group AG, Deutsche Bank AG, Goldman Sachs Group Inc., J.P. Morgan Chase & Co., Morgan Stanley and Citigroup Inc. The five leads are listed alphabetically to reflect Alibaba's desire to give them equal status, people familiar with the company's thinking said, while Citi has somewhat of a lesser role.
The banks have competed hard for the right to share in a fee pool that could approach $400 million in a $20 billion offering, according to people familiar with the deal. The fee will include a base of 1% of the proceeds, plus up to 1% more of the proceeds as an incentive component, the people said.
Executives at the highest levels of the banks have flown to Hangzhou, Hong Kong and Tokyo regularly in recent years to court the company. For example, J.P. Morgan Chief Executive James Dimon and one of the bank's senior deal makers, James B. Lee Jr., had dinner with Mr. Ma in Hong Kong, people familiar with the matter said.
Juro Osawa / Telis Demos
The filing showed the company had 231 million annual active buyers last year. A total of $248 billion was spent on Alibaba's three shopping sites last year, roughly the same as the economy of Finland.
That transaction volume, which in the fourth quarter was up 53% from the prior year, was more than twice as much as was spent on Amazon.com Inc., which had roughly $110 billion in transactions, according to Forrester Research.
The filing, released after the market closed, marks the first step toward a whirlwind sale season in which Wall Street will pitch the stock offering. Alibaba has lined up half dozen of the world's biggest banks to help place its shares, and money managers and small investors are expected to size up the company, which is familiar to many in the Western world more by reputation than firsthand experience.
Alibaba valued itself at roughly $109 billion in April, based on disclosures in the document about the numbers of shares outstanding and its internal estimate of the value of each share. Including some stock-based compensation and the conversion of certain preferred shares, the valuation is $116 billion. However, the company could seek a higher valuation when it sells shares.
Analyst estimates have ranged from $136 billion to $245 billion.
Alibaba said Monday that it plans to raise $1 billion, although that figure is widely seen as a placeholder. People familiar with the company have said it could raise more than $20 billion in the deal, not expected until at least later in summer.
Overall, the filing shows Alibaba's revenue growth is outpacing its growth in expenses.
Alibaba's cost of revenue, which includes various operational expenses and traffic acquisition costs as well as payment processing fees it pays to Alipay and other financial institutions, increased 33% to 9.9 billion yuan ($1.59 billion) in the nine months through December from a year earlier. The company's product development costs rose 34% to 3.89 billion yuan in the same period.
For those nine months, Alibaba's revenue jumped 57%, more than making up for the increase in expenses. Alibaba's largest business segment was its three Chinese retail markets, contributing 83% of its $6.5 billion in revenue in the nine months ended in December.
The filing also revealed details about Alibaba's cloud-computing business. In the last nine months of 2013, just 1.4% of Alibaba's revenue, or $90 million came from its cloud computing business. The company founded Alibaba Cloud Computing in 2009 to manage the data needs of its related companies. It could process 3.6 million transactions a minute as of Dec. 31. It now handles web traffic for third-party companies.
The filing showed that Alibaba's mobile transactions are growing. Mobile transactions accounted for about 20% of all the transactions on its Chinese shopping sites in the fourth quarter of last year, up sharply from 7.4% a year earlier, the company said. In December, Alibaba's shopping sites had 136 million monthly active users on mobile, the company said.
'The biggest thing I've learned so far is how much mobile is driving their growth, and it seems to be reaccelerating, even though they're already a big company,' said Jane Snorek, senior research analyst at Nuveen Asset Management, which oversees $120 billion.
Ms. Snorek said she is looking for more data on user engagement, such as how much time customers are spending on Alibaba's sites and the history of their purchasing activity. 'My big thing on any Internet company is, you're growing your users and they're using your site more often,' she said.
Speaking of Alibaba's cloud computing business, Ms. Snorek said: 'The size of their cloud in revenue and users, I think will be an upside surprise to most people.' She added: 'They've only just recently been talking about that but it looks like they've been running that for a while and are already breaking out their revenues.'
'It's such a huge company, it's just amazing,' Ms. Snorek said.
The company didn't say on which stock exchange it plans to list, though it is expected to choose the New York Stock Exchange.
Until now, estimates of Alibaba's value have been mostly guesswork based on comparable companies. Alibaba had only disclosed some bare-bones financial information via filings of Yahoo Inc., the holder of a 24% stake.
The Chinese company had $7.9 billion in cash, cash equivalents and short term investments, and $4.9 billion in total long-term debt as of the end of last year--important metrics as Alibaba continues an acquisition spree aimed at taking the company into new business areas and bolstering its hand against rivals.
The IPO will mark the growing ambitions in China and abroad of Alibaba, which was founded in 1999 in the eastern city of Hangzhou, by a former English teacher named Jack Ma. Alibaba's first business was a site to connect Chinese suppliers with Western buyers.
Today, Alibaba's main business are its two consumer marketplaces, Taobao and Tmall. The two sites together account for roughly 80% of all Chinese online shopping transactions, which stood at 1.84 trillion yuan ($296 billion) last year according to research firm iResearch.
Tuesday's filing didn't break out revenue or transaction volume for the two marketplaces.
The filing said Alibaba intends to raise fresh funds for itself in the IPO, though the amount isn't clear. The company said it plans to use the proceeds of its offering for general corporate purposes, a standard clause used in stock offerings.
The filing showed why it might need to raise more funds for itself. Alibaba noted it has 'incurred substantial indebtedness,' revealing it had drawn down all of the $8 billion credit facility it took out with a group of large banks last year. The company said it drew down $3 billion from that credit line in April.
The filing also revealed more details about Alibaba's controversial corporate structure. Mr. Ma is part of an Alibaba partnership that nominates more than half the company's board directors. An objection to this practice was what torpedoed negotiations between Alibaba and the Hong Kong stock exchange, where the company initially considered listing.
On Tuesday, Alibaba described the Alibaba partnership as 28 members, of whom 22 are members of Alibaba Group's management and six are managers at related companies.
Current insiders also have additional ways of maintaining control of the company. SoftBank Corp., a part owner, has the right to nominate one director, so as long as it is a 15% shareholder in the company. The filing said that Yahoo and Softbank, which together own 57% of the pre-offering shares, have further agreed to vote in favor of the partnership nominees. Yahoo's stake, however, is expected to drop as Yahoo sells about 40% of its holding in the IPO, under a prior agreement.
SoftBank, Alibaba's largest shareholder, will continue to own more than 30% of the Chinese company's shares after the IPO, Alibaba said in the filing.
According to the IPO prospectus, Alibaba's current board directors are Mr. Ma, Executive Vice Chairman Joe Tsai, SoftBank Chief Executive Masayoshi Son, and Yahoo Chief Development Officer Jacqueline Reses.
Alibaba's listing confirmed its lineup of banks it has tapped so far to run its deal: Credit Suisse Group AG, Deutsche Bank AG, Goldman Sachs Group Inc., J.P. Morgan Chase & Co., Morgan Stanley and Citigroup Inc. The five leads are listed alphabetically to reflect Alibaba's desire to give them equal status, people familiar with the company's thinking said, while Citi has somewhat of a lesser role.
The banks have competed hard for the right to share in a fee pool that could approach $400 million in a $20 billion offering, according to people familiar with the deal. The fee will include a base of 1% of the proceeds, plus up to 1% more of the proceeds as an incentive component, the people said.
Executives at the highest levels of the banks have flown to Hangzhou, Hong Kong and Tokyo regularly in recent years to court the company. For example, J.P. Morgan Chief Executive James Dimon and one of the bank's senior deal makers, James B. Lee Jr., had dinner with Mr. Ma in Hong Kong, people familiar with the matter said.
Juro Osawa / Telis Demos
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