Dropbox Sets IPO Terms, Whittles Valuation by Up to 20%

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Cloud-based storage and data sharing unicorn Dropbox has filed an amended Form S1 with the U.S. Securities and Exchange Commission (SEC) setting terms for the company’s initial public offering (IPO). The offering could occur as soon as next week.

Dropbox plans to sell 36 million Class A common shares, including 9.18 million by selling shareholders. The expected price range is $16 to $18 per share, which means the company could raise a total of $612 million.

At its last venture funding round in 2014, Dropbox was valued at about $10 billion. The valuation as calculated from the filing is around $6.7 billion. Adding in the value of restricted stock units lifts the company’s valuation to around $8 billion.

The company has adopted a three-tier share system in which co-founders Arash Ferdowsi and Drew Houston own a majority of the Class B shares that have no financial rights but have 10 votes for every Class A share vote. Class C shares have no voting rights but may convert to Class A shares at any time. Class A shares will have about 2% of voting power and Class B shares about 98%.

Dropbox also will reverse-split the current shares outstanding to inside investors at a ratio of 1.5 to 1. The reverse split allows the company to set a higher IPO price without diluting insiders’ valuation.

In addition to the IPO, Dropbox announced a $100 million private placement with Salesforce Ventures, the venture capital arm of Salesforce.com Inc. (NYSE: CRM).

Dropbox claims more than 500 million users in more than 180 countries, but the less-good news is that only about 11 million are paying for the privilege. Last year the company grew revenues by 30% year over year but still lost $112 million, about half its 2016 loss and about a third of its 2015 loss.

Converting users into paying customers is the company’s next challenge. And cozying up to Salesforce.com is hedge in the event things don’t work out as planned.

Dropbox shares will trade on the Nasdaq under the ticker symbol DBX.

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