Thanks. I have no insight into NV corps, just CA and DE (the 2 most common states for tech corps.
A lot of equity Peleton Equity holders got very rich on that IPO. Itās IPOād at $29. Some folks might have cashed in at that point and might have put a lot of $ in their pocket. For those that held on a bit, it peaked around $150, so that would have been a good time to sell if given a crystal ball. Even the ācrashā has only brought it back down to $27, so itās worth directionally the same as it did at the time of IPO. An IPO in itself is usually positive because it gives stakeholders a way to sell their portion of the company without having to sell the entire company. If TR was a public company right now, Zwift could still acquire them, but each individual owner could make a decision if they still want to cash out or bet on the future growth of the company. The struggle with a private company with multiple owners is that itās really hard to determine company value and cash individuals out unless a sale happens.
Yeah, but they caught lightning in a bottleā¦they went public in late 2019, riding successful market gains, but then COVID hit and it simply exploded. That is highly unlikely to happen to Zwift (and numbers indicate that it already has declining participation / membership).
And given the time frame that most people have to hold shares before they can cash out, betting on IPO success is a massive gamble, IMO (and I would argue it is increasingly unlikely to happen now).
A pending divorce (in a community property state) for a major equity holder will almost always create this dynamic for a private company. There is no easy way to determine value and that becomes a fight. Even if value can be agreed upon, nobody has the cash to write a check for half the value. The stakeholder doesnāt want a long term payout, they usually just want out. An acquisition solves all of that really quick. Weāre all doing a lot of speculation here and there may not even be an acquisition in play right now, but it fits a really common pattern.
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Stock vesting rules certainly vary, but an IPO is just establishing market value and providing a path to sell your shares. There isnāt anything really negative about it. A lot of folks got rich at peleton before the ālightningā happened. Iām sure they were kicking themselves for cashing out when it want to $150, but maybe not so dumb after it dropped back down to earth.
I agree that taking an equity stake has risk, but itās a risk/reward thing. If they never IPO, there is generally no way to get the equity out unless the company is sold again and thatās not a guarantee either depending on how the deal is structured.
LLCs are a legal entity under US tax code, and each state has different rules on formation. Iāve setup LLCs and S-Corps in Oregon, California, and Texas. Nolo press has some good high-level articles about LLCs and state-level requirements.
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It also seems to continue to be overlooked (mentioned but mostly overlooked) that just weeks before these rumors started this is exactly what he said TR was open to doing on that other podcast Iām blanking the name of right now. Fittinsider (I think), and that episode came out about 2 weeks before Min going Reno.
The possible price increase for legacy users to higher new development teams also came up just the day after Min was known to be in Reno and the day before the zwift questionnaire was sent out. If the talks were a buy out why rock the boat with the pricing thing? Wanting to speed up development of some tri (run/swim) related features seems like that would be more in line with them having an offer to license their tech not buy them. Raising prices during a merger and potentially losing some customer base seems like how you mess a deal up.
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As difficult as this may have been/is financially, this would be a great scenario for Nate (i.e. ability to focus on the business, with results flowing to him).
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Sorry, maybe Iām not following. Which company? You can lookup TR on Nevada business entity search here: https://esos.nv.gov/EntitySearch/OnlineEntitySearch and see that it is a NV LLC.
Edit: I looked up TR at MA business entity search and they filed 10 August 2021 (pdf available from that URL) as foreign LLC, clearly showing TR as a Nevada LLC, and listed Nate and Chad as managers.
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So to sum up after over 11 hundred posts, Zwift is going burst and TR are bailing them out 
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This thread was way more fun when it was not about legal details and personal details of the people directly involved.
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Like the podcast related stuff, I like variety. That āseriousā stuff is great for those that want it. I am more into the āplayfulā side of this right now 
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This is exactly where I am. Will I be shocked if itās a full sale? No. Do I think itās likely? Absolutely not.
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I actually think this is evidence of something in the works. If they could raise legacy pricing with minimal subscription losses and it end in a net gain, then that would help their valuation. Orā¦ perhaps legacy pricing was contention do the deal, and he was trying to get a grasp of how it could get resolved. Note that alot of people used the āhe made a promiseā arguement. Well that promiss is gone if zwift owns TR, so there is a data point he gathered. Either way, I think the timing of that supports that some kind of thing, maybe not a total acquisition is in the works.
I covered this earlier, but hereās a summary: It is highly likely that Eric laid out to Nate that TRās grandfather pricing approach could be a significant impediment to growth and is certainly not scalable for a growth-focused company, such as Zwift. [Speculating] So Nate agreed to test the waters on TR customer reaction on the Forum.
IMO, just a smoke screen. The way he framed the pricing question seemed completely out of character for Nate. In fact, if you go through the responses where you would have expected a response from Nate (e.g. product-market fit), he didnāt participate, and yet where he did was incidental matters.
So maybe this is a good time to split the thread: 1) those who are interested in the future of indoor training and racing, including the roles of TR technology and platform, and 2) those that want to plan the Z-TR closing party 
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They were incorporated (registered? for an LLC?) in NV in 2010. There are ābranchesā registered seperately in many states including MA, CT, WA, CA etc and it would seem reasonable to assume these correspond to locations where employees work remotely.
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LOL, I think weāll leave it as is and let people scroll and read like weāve already done 
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For an LLC the basics are: file articles of organization with whatever āhomeā state you choose, and then create an operating agreement. For example the last LLC that I started had a member in Georgia, a member in Texas, and two members in California, and for various reasons we created a Texas LLC and then registered as a foreign LLC in Georgia and CA.