`
`JOHN T. JASNOCH (CA 281605)
`SCOTT+SCOTT ATTORNEYS AT LAW LLP
`600 W. Broadway, Suite 3300
`San Diego, CA 92101
`Telephone: 619/233-4565
`619/233-0508 (fax)
`jjasnoch@scott-scott.com
`Counsel for Plaintiffs and the Class
`[Additional counsel on signature page.]
`
`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
`
`Case No.
`
`CLASS ACTION COMPLAINT FOR
`VIOLATIONS OF THE SECURITIES
`ACT OF 1933
`
`DAVID MESSINGER, GERALD ASHFORD,
`IRVING S. AND JUDITH BRAUN, ELLIE MARIE
`TORONTO ESA, VARGHESE PALLATHU,
`JOSEPH CIANCI, and JOHNNY RAMEY,
`Individually and on Behalf of All Others Similarly
`Situated,
`
`Plaintiffs,
`
`vs.
`UBER TECHNOLOGIES, INC., DARA
`KHOSROWSHAHI, NELSON CHAI, GLEN
`CEREMONY, RONALD SUGAR, URSULA
`BURNS, GARRETT CAMP, MATT COHLER,
`RYAN GRAVES, ARIANNA HUFFINGTON,
`TRAVIS KALANICK, WAN LING MARTELLO,
`H.E. YASIR AL-RUMAYYAN, JOHN THAIN,
`DAVID TRUJILLO, MORGAN STANLEY & CO.
`LLC, GOLDMAN SACHS & CO. LLC, MERRILL
`LYNCH, PIERCE, FENNER & SMITH
`INCORPORATED, BARCLAYS CAPITAL INC.,
`CITIGROUP GLOBAL MARKETS INC., ALLEN &
`COMPANY LLC, RBC CAPITAL MARKETS,
`LLC, SUNTRUST ROBINSON HUMPHREY, INC.,
`DEUTSCHE BANK SECURITIES INC., HSBC
`SECURITIES (USA) INC., SMBC NIKKO
`SECURITIES AMERICA, INC., MIZUHO
`SECURITIES USA LLC, NEEDHAM &
`COMPANY, LLC, LOOP CAPITAL MARKETS
`LLC, SIEBERT CISNEROS SHANK & CO., L.L.C.,
`ACADEMY SECURITIES, INC., BTIG, LLC,
`CANACCORD GENUITY LLC, CASTLEOAK
`SECURITIES, L.P., COWEN AND COMPANY,
`LLC, EVERCORE GROUP L.L.C., JMP
`SECURITIES LLC, MACQUARIE CAPITAL
`(USA) INC., MISCHLER FINANCIAL GROUP,
`
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
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`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 2 of 74
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`INC., OPPENHEIMER & CO. INC., RAYMOND
`JAMES & ASSOCIATES, INC., WILLIAM BLAIR
`& COMPANY, L.L.C., THE WILLIAMS CAPITAL
`GROUP, L.P., and TPG CAPITAL BD, LLC,
`Defendants.
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`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
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`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 3 of 74
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`Plaintiffs David Messinger, Gerald Ashford, Irving S. and Judith Braun, Ellie Marie Toronto ESA,
`Varghese Pallathu, Joseph Cianci, and Johnny Ramey (collectively, “Plaintiffs”), individually and on
`behalf of all others similarly situated, by Plaintiffs’ undersigned attorneys, allege the following based upon
`personal knowledge, as to Plaintiffs and Plaintiffs’ own acts, and upon information and belief, as to all
`other matters, based on the investigation conducted by and through their attorneys, which included, among
`other things, a review of U.S. Securities and Exchange Commission (“SEC”) filings, analyst and media
`reports, and consultations and interviews with persons familiar with the business of Defendant Uber
`Technologies, Inc. (“Uber” or the “Company”) and the industry in which it operates. Plaintiffs’
`investigation into the matters alleged herein is continuing and many relevant facts are known only to, or
`are exclusively within the custody and control of, the Defendants (defined below). Plaintiffs believe that
`substantial additional evidentiary support will exist for the allegations set forth herein after a reasonable
`opportunity for formal discovery.
`NATURE AND SUMMARY OF THE ACTION
`On May 13, 2019, Uber conducted one of the most anticipated U.S. initial public offerings
`1.
`(the “IPO”) in recent years, raising over $8 billion (after deducting underwriting discounts and
`commissions and estimated offering expenses) by selling over 180 million shares of the Company’s Class
`A common stock to the public at the IPO offering price of $45.00 per share (the “IPO Price”). In addition
`to generating a staggering amount of capital for the Company, the IPO also represented an extraordinary
`financial windfall for the 29 Underwriter Defendants (defined below), who collected over $106.2 million
`in fees in connection with the IPO (of which roughly $40 million went to Defendant Morgan Stanley &
`Co. LLC (“Morgan Stanley”), roughly $20 million went to Defendant Goldman Sachs & Co. LLC
`(“Goldman Sachs”), and roughly $10 million went to Defendant Merrill Lynch, Pierce, Fenner & Smith
`Incorporated (“Merrill Lynch”)).
`2.
`Unfortunately for investors, however, the IPO Registration Statement and Prospectus
`(collectively, the “Offering Documents”) that Uber and the other Defendants used to conduct the IPO were
`materially false, misleading, and incomplete and omitted to disclose material adverse facts about the
`Company and its business, including that:
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`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
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`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 4 of 74
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`The Company was plagued by serious safety problems, which were compounded
`(a)
`by patently defective investigative and safety enforcement policies and practices that were
`shamefully insufficient to adequately prevent, punish, and deter acts of sexual assault and other
`tortious conduct against Uber customers. For example, at the time of the IPO, the Company was
`aware of thousands of reports of sexual assaults committed in just the United States by Uber
`drivers against Uber customers. Accordingly, and contrary to the Offering Documents’ statements
`concerning the Company’s purported commitment to user safety, Uber drivers had engaged in
`widespread criminal and other misconduct against Uber passengers that ranged from non-
`consensual touching to violent assaults and rapes. Moreover, Uber’s process for handling
`complaints and reports of wrongful conduct was patently defective, as it effectively prioritized
`efforts to limit the Company’s liability (and its exposure to negative publicity) over customer
`safety. For example, Uber’s “Special Investigation Unit” (or “SIU”) actively sought to shield Uber
`from legal liability and adverse publicity by (among other things) forbidding Uber investigators
`from forwarding to the police allegations of criminal misconduct by Uber drivers, and by similarly
`forbidding its investigators from advising victims of such criminal conduct to seek legal counsel
`or to report the misconduct to law enforcement authorities. At the same time, Uber routinely
`allowed miscreant Uber drivers to stay on the road (and to keep generating revenue for the
`Company). Such policies and practices helped to mask the true nature and widespread extent of
`Uber’s serious safety problems as of the IPO, but exposed the Company to brutal adverse publicity
`and increased legal liability as investors learned the extent to which Uber’s policies – instead of
`effectively deterring and preventing sexual assaults and other misconduct against its own
`customers – had actually allowed large numbers of dangerous Uber drivers to remain on the road
`and to threaten, harass, and sexually assault even more customers.
`(b)
`The Company was experiencing accelerating losses. Indeed, as of the May 2019
`IPO, Uber was on track to record for the second quarter of 2019 (which closed on June 30, 2019)
`(“2Q2019”) a shocking loss of $5.2 billion, its largest quarterly loss ever. Relatedly, and also
`unbeknownst to investors, the Offering Documents failed to disclose that, as of the IPO, Uber’s
`revenue growth was stagnating or declining, as was Uber’s “Take Rate” (i.e., money retainer per
`
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`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 5 of 74
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`trip) due in substantial part to the Company’s pre-IPO decision to significantly increase the amount
`of subsidies given to Uber drivers and customers for using and providing Uber’s ride and meal
`delivery services in order to prevent the Company’s competitors from gaining market share in the
`run-up to the IPO. At the same time, the Offering Documents also failed to disclose that Uber was
`preparing to cut costs in key areas that would significantly undermine Uber’s efforts to grow its
`core ridesharing and meal delivery business; and
`(c)
`The Company was in violation of and indifferent to existing and pending laws,
`rules, and regulations in multiple key markets, including in this state (California, where two of its
`five biggest markets –San Francisco and Los Angeles – are located), thereby exposing Uber to
`serious regulatory risks and costly liabilities that were either misleadingly understated or
`completely omitted from the Offering Documents. For example, the Offering Documents failed
`to adequately warn investors of the likelihood that Uber would have to reclassify its drivers as
`“employees” (rather than independent contractors) or the likely extent of the adverse impact of
`such reclassification on its operations (including, inter alia, the extent of the massive costs
`associated with having to pay past due and future unemployment, disability, and other employee
`benefits). Similarly, the Offering Documents failed to adequately address how Uber’s business
`practices and policies subjected it to decreased revenue growth as a result of adverse regulatory
`actions by other local, state, and overseas jurisdictions that had the power to shut Uber out of
`otherwise lucrative and important markets.
`3.
`In the eight months since Uber’s May 2019 IPO, and as the truth concerning the nature and
`extent of these and related material adverse problems has gradually been revealed, the price of Uber’s
`Class A common stock has plummeted from the IPO Price of $45.00 per share. Indeed, the price of Uber
`shares fell below $34.00 (a decline of roughly 25% from the IPO Price) within just three months of the
`IPO, and it continued to fall in the latter part of 2019.
`4.
`Plaintiffs bring this action under §§11, 12(a)(2), and 15 of the Securities Act of 1933 (the
`“Securities Act”) against: (i) Uber; (ii) each of Uber’s senior officers and directors who signed the
`Registration Statement (the “Individual Defendants,” as further defined below); and (iii) each of the
`investment banks (the “Underwriter Defendants,” as further defined below) that acted as underwriters for
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`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
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`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 6 of 74
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`the IPO. The Securities Act protects investors and the capital markets of the United States by preventing
`companies and underwriters from issuing or offering shares to investors by means of materially inaccurate,
`misleading, or incomplete offering documents.
`5.
`As set forth herein, Plaintiffs allege that the Offering Documents contained materially
`untrue or misleading statements and/or omitted material information that was required to be stated therein.
`Defendant Uber, as the issuer of the securities at issue, is strictly liable for each such misstatement and
`material omission. In addition, each Individual and Underwriter Defendant, in their capacities as signers
`of the Registration Statement and/or as statutory sellers, offerors, and/or underwriters of the shares sold
`pursuant to the IPO, is also strictly liable for every misstatement and material omission in the Offering
`Documents (except that each Individual and Underwriter Defendant may try to escape liability by
`establishing a “due diligence” affirmative defense). Plaintiffs expressly disclaim any allegations that
`could be construed as alleging fraud or intentional or reckless misconduct on the part of any Defendant.
`By this action, Plaintiffs, on behalf of themselves and the Class (defined below) they seek to represent,
`seek a recovery for the substantial losses suffered in the wake of Uber’s disastrous IPO.
`JURISDICTION AND VENUE
`The claims asserted herein arise under and pursuant to Section 11, 12(a)(2), and 15 of the
`6.
`Securities Act, 15 U.S.C. §§ 77k, 77l(a)(2), and 77o.
`7.
`This Court has jurisdiction over this action pursuant to Section 22 of the Securities Act, 15
`U.S.C. § 77v, and 28 U.S.C. § 1331.
`8.
`Venue is properly laid in this District pursuant to Section 22 of the Securities Act and 28
`U.S.C. § 1391(b), (c), and (d). Many of the acts and transactions that constitute violations of law
`complained of herein, including the dissemination to the public of untrue statements of material facts,
`occurred in this District.
`9.
`In connection with the acts alleged in this complaint, Defendants, directly or indirectly, used
`the means and instrumentalities of interstate commerce, including, but not limited to, the United States
`mails, interstate telephone communications, and the facilities of national securities exchanges.
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`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
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`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 7 of 74
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`PARTIES
`
`Plaintiffs
`A.
`Plaintiff David Messinger (“Messinger”) purchased shares of the Company’s Class A
`10.
`common stock that were issued pursuant and traceable to the Registration Statement and IPO and was
`damaged thereby. Plaintiff Messinger purchased his shares in the IPO from representatives of Defendant
`Morgan Stanley and in response to having been invited to indicate interest in the IPO by those
`representatives at the behest of Uber.
`11.
`Plaintiff Gerald Ashford purchased shares of the Company’s Class A common stock that
`were issued pursuant and traceable to the Registration Statement and the IPO and was damaged thereby.
`12.
`Plaintiffs Irving S. and Judith Braun purchased shares of the Company’s Class A common
`stock that were issued pursuant and traceable to the Registration Statement and the IPO and were damaged
`thereby.
`Plaintiff Ellie Marie Toronto ESA purchased shares of the Company’s Class A common
`13.
`stock that were issued pursuant and traceable to the Registration Statement and the IPO and was damaged
`thereby.
`Plaintiff Varghese Pallathu purchased shares of the Company’s Class A common stock that
`14.
`were issued pursuant and traceable to the Registration Statement and IPO and was damaged thereby.
`15.
`Plaintiff Joseph Cianci purchased shares of the Company’s Class A common stock that
`were issued pursuant and traceable to the Registration Statement and the IPO and was damaged thereby.
`16.
`Plaintiff Johnny Ramey purchased shares of the Company’s Class A common stock that
`were issued pursuant and traceable to the Registration Statement and the IPO and was damaged thereby.
`
`B.
`
`Defendants
`1.
`Defendant Uber
`Defendant Uber purports to be a technology company that is primarily in the business of
`17.
`facilitating access to rides and meals on demand. Uber is based in San Francisco, California, but operates
`globally on six continents and in 700+ cities around the world. Of these markets, as of the IPO, London
`(United Kingdom), Los Angeles, San Francisco, New York City, and São Paulo (Brazil) accounted for
`
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`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 8 of 74
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`nearly a quarter of Uber’s total bookings. Uber’s Class A common shares (“Uber shares”) are listed and
`traded on the NYSE under the ticker symbol “UBER.” Uber designated numerous personnel to serve as
`members of the working group for the IPO, including its Chief Executive Officer (“CEO”) (Defendant
`Dara Khosrowshahi) and Chief Financial Officer (“CFO”) (Defendant Nelson Chai), and Chief
`Accounting Officer (“CAO”) (Defendant Glen Ceremony) who reviewed and approved the Offering
`Documents and participated in the preparation and delivery of road show presentations and related scripts
`or talking points. Uber’s representatives at the road show pitched investors in the IPO at meetings, during
`calls, and on webcasts.
`2.
`The Individual Defendants
`At the time of the IPO, Defendant Dara Khosrowshahi (“Khosrowshahi”) was Uber’s CEO
`18.
`and served as a member of Uber’s board of directors (the “Board”). As the most senior Uber executive in
`the IPO working group, Defendant Khosrowshahi reviewed and approved, and participated in making, the
`statements in the Registration Statement, which he signed. He also reviewed, edited, and approved the
`IPO’s road show PowerPoint presentation, road show talking points and script, and participated in making
`the materially inaccurate, misleading, and incomplete statements alleged herein as Uber’s CEO.
`19.
`At the time of the IPO, Defendant Nelson Chai (“Chai”) was serving as Uber’s CFO.
`Defendant Chai reviewed and approved, and participated in making, statements in the Registration
`Statement, which he signed. He also reviewed, edited, and approved the IPO’s road show PowerPoint
`presentation, road show talking points and script, and participated in making the materially inaccurate,
`misleading, and incomplete statements alleged herein as Uber’s CFO.
`20.
`At the time of the IPO, Defendant Glen Ceremony (“Ceremony”) was serving as Uber’s
`CAO. Defendant Ceremony reviewed and approved, and participated in making, statements in the
`Registration Statement, which he signed. He also reviewed, edited, and approved the IPO’s road show
`PowerPoint presentation, road show talking points and script, and participated in making the materially
`inaccurate, misleading, and incomplete statements alleged herein as Uber’s CAO.
`21.
`At the time of the IPO, Defendant Ronald Sugar (“Sugar”) was serving as Chairperson of
`the Uber Board. Defendant Sugar participated in the preparation of and signed, or authorized the signing
`of, the Registration Statement.
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`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
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`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 9 of 74
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`At the time of the IPO, Defendant Ursula Burns (“Burns”) was serving as a director on the
`22.
`Uber Board. Defendant Burns participated in the preparation of and signed, or authorized the signing of,
`the Registration Statement.
`23.
`At the time of the IPO, Defendant Garrett Camp (“Camp”), a co-founder of the Company,
`was serving as a director on the Uber Board. Defendant Camp participated in the preparation of and
`signed, or authorized the signing of, the Registration Statement.
`24.
`At the time of the IPO, Defendant Matt Cohler (“Cohler”) was serving as a director on the
`Uber Board. Defendant Cohler participated in the preparation of and signed, or authorized the signing of,
`the Registration Statement.
`25.
`At the time of the IPO, Defendant Ryan Graves (“Graves”) was serving as a director on
`the Uber Board. Defendant Graves participated in the preparation of and signed, or authorized the signing
`of, the Registration Statement.
`26.
`At the time of the IPO, Defendant Arianna Huffington (“Huffington”) was serving as a
`director on the Uber Board. Defendant Huffington participated in the preparation of and signed, or
`authorized the signing of, the Registration Statement.
`27.
`At the time of the IPO, Defendant Travis Kalanick (“Kalanick”), a co-founder of the
`Company and former Uber CEO, was serving as a director on the Uber Board. Defendant Kalanick
`participated in the preparation of and signed, or authorized the signing of, the Registration Statement.
`28.
`At the time of the IPO, Defendant Wan Ling Martello (“Martello”) was serving as a director
`on the Uber Board. Defendant Martello participated in the preparation of and signed, or authorized the
`signing of, the Registration Statement.
`29.
`At the time of the IPO, Defendant H.E. Yasir Al-Rumayyan (“Al-Rumayyan”) was serving
`as a director on the Uber Board. Defendant Al-Rumayyan participated in the preparation of and signed,
`or authorized the signing of, the Registration Statement.
`30.
`At the time of the IPO, Defendant John Thain (“Thain”) was serving as a director on the
`Uber Board. Defendant Thain participated in the preparation of and signed, or authorized the signing of,
`the Registration Statement.
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`At the time of the IPO, Defendant David Trujillo (“Trujillo”) was serving as a director on
`31.
`the Uber Board. Defendant Trujillo participated in the preparation of and signed, or authorized the signing
`of, the Registration Statement.
`32.
`Defendants Khosrowshahi, Chai, Ceremony, Sugar, Burns, Camp, Cohler, Graves,
`Huffington, Kalanick, Martello, Al-Rumayyan, Thain, and Trujillo are collectively referred to herein as
`the “Individual Defendants.”
`3.
`The Underwriter Defendants
`The Underwriter Defendants were also instrumental in soliciting investors and in making
`33.
`the Uber shares that were offered and sold in the IPO available to the members of the Class. The table
`below lists each of the 29 Underwriter Defendants, together with the number of allotted shares that each
`sold to Class members in the IPO:
`
`Name
`Morgan Stanley & Co. LLC
`Goldman Sachs & Co. LLC
`Merrill Lynch, Pierce, Fenner & Smith Incorporated
`Barclays Capital Inc.
`Citigroup Global Markets Inc.
`Allen & Company LLC
`RBC Capital Markets, LLC
`SunTrust Robinson Humphrey, Inc.
`Deutsche Bank Securities Inc.
`HSBC Securities (USA) Inc.
`SMBC Nikko Securities America, Inc.
`Mizuho Securities USA LLC
`Needham & Company, LLC
`Loop Capital Markets LLC
`Siebert Cisneros Shank & Co., L.L.C.
`Academy Securities, Inc.
`BTIG, LLC
`Canaccord Genuity LLC
`CastleOak Securities, L.P.
`Cowen and Company, LLC
`Evercore Group L.L.C.
`JMP Securities LLC
`Macquarie Capital (USA) Inc.
`Mischler Financial Group, Inc.
`Oppenheimer & Co. Inc.
`Raymond James & Associates, Inc.
`
`Number of Shares
`68,796,612
`35,864,408
`17,813,560
`11,231,104
`11,231,104
`10,296,610
`2,994,961
`2,745,763
`2,745,763
`2,288,136
`1,525,424
`1,525,424
`915,127
`838,983
`838,983
`610,169
`610,169
`610,169
`610,169
`610,169
`665,547
`610,169
`610,169
`610,169
`665,547
`610,169
`
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`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 11 of 74
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`Number of Shares
`Name
`610,169
`William Blair & Company, L.L.C.
`610,169
`The Williams Capital Group, L.P.
`305,085
`TPG Capital BD, LLC
`34.
`Defendant Morgan Stanley was an underwriter of the Company’s IPO, serving as a
`financial advisor for and assisting in the preparation and dissemination of the Company’s materially
`inaccurate, misleading, and incomplete Offering Documents. Morgan Stanley acted as a representative of
`all the underwriters. Morgan Stanley also participated in conducting and promoting the roadshow for the
`IPO and paying for the expenses of the Individual Defendants who participated in the roadshow, including
`lodging and travel, among other expenses. Morgan Stanley’s participation in and its solicitation of offers
`in connection with the IPO was motivated by its financial interests. Defendant Morgan Stanley conducts
`business in this District.
`35.
`Defendant Goldman Sachs was an underwriter of the Company’s IPO, serving as a
`financial advisor for and assisting in the preparation and dissemination of the Company’s materially
`inaccurate, misleading, and incomplete Offering Documents. Goldman Sachs acted as a representative of
`all the underwriters. Goldman Sachs also participated in conducting and promoting the roadshow for the
`IPO and paying for the expenses of the Individual Defendants who participated in the roadshow, including
`lodging and travel, among other expenses. Goldman Sachs’s participation in and its solicitation of offers
`in connection with the IPO was motivated by its financial interests. Defendant Goldman Sachs conducts
`business in this District.
`36.
`Defendant Merrill Lynch was an underwriter of the Company’s IPO, serving as a financial
`advisor for and assisting in the preparation and dissemination of the Company’s materially inaccurate,
`misleading, and incomplete Offering Documents. Merrill Lynch also participated in conducting and
`promoting the roadshow for the IPO and paying for the expenses of the Individual Defendants who
`participated in the roadshow, including lodging and travel, among other expenses. Merrill Lynch’s
`participation in and its solicitation of offers in connection with the IPO was motivated by its financial
`interests. Defendant Merrill Lynch conducts business in this District.
`37.
`Defendant Barclays Capital Inc. (“Barclays”) was an underwriter of the Company’s IPO,
`serving as a financial advisor for and assisting in the preparation and dissemination of the Company’s
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`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
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`materially inaccurate, misleading, and incomplete Offering Documents. Barclays also participated in
`conducting and promoting the roadshow for the IPO and paying for the expenses of the Individual
`Defendants who participated in the roadshow, including lodging and travel, among other expenses.
`Barclays’s participation in and its solicitation of offers in connection with the IPO was motivated by its
`financial interests. Defendant Barclays conducts business in this District.
`38.
`Defendant Citigroup Global Markets Inc. (“Citigroup”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. Citigroup also
`participated in conducting and promoting the roadshow for the IPO and paying for the expenses of the
`Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. Citigroup’s participation in and its solicitation of offers in connection with the IPO was
`motivated by its financial interests. Defendant Citigroup conducts business in this District.
`39.
`Defendant Allen & Company LLC (“Allen & Company”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. Allen &
`Company also participated in conducting and promoting the roadshow for the IPO and paying for the
`expenses of the Individual Defendants who participated in the roadshow, including lodging and travel,
`among other expenses. Allen & Company’s participation in and its solicitation of offers in connection
`with the IPO was motivated by its financial interests. Defendant Allen & Company conducts business in
`this District.
`Defendant RBC Capital Markets, LLC (“RBC Capital”) was an underwriter of the
`40.
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. RBC Capital also
`participated in conducting and promoting the roadshow for the IPO and paying for the expenses of the
`Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. RBC Capital’s participation in and its solicitation of offers in connection with the IPO was
`motivated by its financial interests. Defendant RBC Capital conducts business in this District.
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`10
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
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`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 13 of 74
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`Defendant SunTrust Robinson Humphrey, Inc. (“SunTrust”) was an underwriter of the
`41.
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. SunTrust also
`participated in conducting and promoting the roadshow for the IPO and paying for the expenses of the
`Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. SunTrust’s participation in and its solicitation of offers in connection with the IPO was
`motivated by its financial interests. Defendant SunTrust conducts business in this District.
`42.
`Defendant Deutsche Bank Securities Inc. (“Deutsche Bank”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. Deutsche Bank
`also participated in conducting and promoting the roadshow for the IPO and paying for the expenses of
`the Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. Deutsche Bank’s participation in and its solicitation of offers in connection with the IPO was
`motivated by its financial interests. Defendant Deutsche Bank conducts business in this District.
`43.
`Defendant HSBC Securities (USA) Inc. (“HSBC”) was an underwriter of the Company’s
`IPO, serving as a financial advisor for and assisting in the preparation and dissemination of the Company’s
`materially inaccurate, misleading, and incomplete Offering Documents. HSBC also participated in
`conducting and promoting the roadshow for the IPO and paying for the expenses of the Individual
`Defendants who participated in the roadshow, including lodging and travel, among other expenses.
`HSBC’s participation in and its solicitation of offers in connection with the IPO was motivated by its
`financial interests. Defendant HSBC conducts business in this District.
`44.
`Defendant SMBC Nikko Securities America, Inc. (“SMBC”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. SMBC also
`participated in conducting and promoting the roadshow for the IPO and paying for the expenses of the
`Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. SMBC’s participation in and its solicitation of offers in connection with the IPO was motivated
`by its financial interests. Defendant SMBC conducts business in this District.
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`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
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`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 14 of 74
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`Defendant Mizuho Securities USA LLC (“Mizuho”) was an underwriter of the Company’s
`45.
`IPO, serving as a financial advisor for and assisting in the preparation and dissemination of the Company’s
`materially inaccurate, misleading, and incomplete Offering Documents. Mizuho also participated in
`conducting and promoting the roadshow for the IPO and paying for the expenses of the Individual
`Defendants who participated in the roadshow, including lodging and travel, among other expenses.
`Mizuho’s participation in and its solicitation of offers in connection with the IPO was motivated by its
`financial interests. Defendant Mizuho conducts business in this District.
`46.
`Defendant Needham & Company, LLC (“Needham”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. Needham also
`participated in conducting and promoting the roadshow for the IPO and paying for the expenses of the
`Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. Needham’s participation in and its solicitation of offers in connection with the IPO was
`motivated by its financial interests. Defendant Needham conducts business in this District.
`47.
`Defendant Loop Capital Markets LLC (“Loop Capital”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of