Uber's leap into public markets becomes one of the largest IPOs of 2019

David G. Peinsipp is co-head of the global capital markets practice group at Cooley LLP, with a specialty in taking disruptive companies public. Uber Technologies Inc. easily fits that description.

"I play quarterback and let the stars do the work," he said modestly of his role in the mammoth ride-hailing pioneer's $8.1 billion IPO.

Uber sold 180 million shares of common stock at $45 each when trading began on the New York Stock Exchange on May 10, 2019. It was the largest U.S. IPO in half a decade, after Alibaba's $25 billion IPO in 2014.

"I have worked with Uber since 2015," Peinsipp said. "I roll up my sleeves when I can be helpful. As with all things Uber, the dynamics of a deal like this turned up to 11. There were a lot of expectations, and we took the confidentiality to an extreme. There was just an intense framework around the whole situation."

Peinsipp worked with Cooley colleagues Siana E. Lowrey, a partner who focuses on securities offerings and representation of high-growth private and public companies; Andrew (Drew) Williamson, a partner in the capital markets practice group and vice chair of Cooley's business department; and Charlie Kim, co-chair of the global capital markets practice group and a member of the public companies and debt securities transactions practice.

Drafting the prospectus was a challenge, Peinsipp said, in part because "there was no comparable business model out there with operations in 63 countries, so we had to show investors that this is a business that will work." A key task: "Helping the business folks and the bankers think through the disclosures of risk, and I think we did a good job of that."

Complicating matters was the longest government shutdown in U.S. history. It overlapped the period when Peinsipp and the IPO team were working out the deal with regulators.

"We started on December 6 and the SEC closed up tight two weeks later. That never happened during one of my deals before. We had to be ready for anything when they would open up again. That was pretty intense."

Alan F. Denenberg

Alan F. Denenberg led the Davis Polk & Wardwell LLP team advising Uber's underwriters. He represented a large syndicate of 40 financial institutions led by Morgan Stanley, Goldman Sachs & Co. LLC and Bank of America Merrill Lynch International Ltd.

Denenberg worked with colleagues Emily O. Roberts, a Davis Polk partner in the firm's corporate department.

"Uber was distinguished from other recent IPOs by its bigger numbers and by a lot of intense press attention," Denenberg said. Also in the mix of the deal's unique features was the ride-sharing race to go public that led Uber and rival Lyft Inc. to file confidentially with the SEC on the same early December day in 2018.

The media scrutiny led to tight secrecy for the team as they met to draft what would become a 431-page prospectus.

"We dressed down--I wore jeans and a golf shirt. We told each other, 'Don't look like lawyers and bankers,'" Denenberg said. "I liked the much more comfortable informality." They gathered in nondescript hotel basement meeting rooms and staggered their times of arrival and departure to avoid attention. They avoided using limos. "Naturally, I took an Uber; it's the only rideshare app on my phone."

The challenge was to figure out how to present a huge but so-far underwater company in an attractive light.

"We needed to lay out a path to show how Uber will perform over the longer haul without making predictions," Denenberg said. "So we put the breadcrumbs down: here are the metrics the company has achieved in previous quarters. That let investors see it was likely to be ultimately successful."

-- John Roemer