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Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit)
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit)
Prior to the Corporate Conversion, the Company’s Limited Liability Company Agreement (“LLC Agreement”), as amended and restated on April 11, 2019, authorized the issuance of 1,448,632,049 preferred units, which were convertible into the same number of common voting units issued upon conversion of the preferred units, as well as the issuance of 264,166,544 common units.
In December 2018, the Company entered into an agreement with SVF Investment (UK) Ltd. (“SVF”) to sell 350,827,953 Class J preferred units for $2.0 billion at three separate closing dates. In December 2018, SVF acquired 87,706,988 Class J preferred units for $500 million, in March 2019 SVF acquired 87,706,988 Class J preferred units for $500 million, and in June 2019 SVF acquired 175,413,977 Class J preferred units for $1.0 billion. The agreement with SVF to sell preferred units is considered a forward sale contract recognized at fair value and was settled during the year ended December 31, 2019 with a resulting gain of $36 million within “Other (expense) income, net.”
In April 2019, the Company sold 1,754,139 Class J preferred units to one of its preferred unitholders for $10 million.
In 2019, the Company repurchased from unitholders 24,585,447 preferred units for $100 million. In 2020, the Company repurchased from unitholders 18,848,015 preferred units for $96 million. A total of 43,433,462 preferred units that were issued have subsequently been repurchased and retired as of December 31, 2020.
Below are the details for the Company’s preferred units:
(in thousands, except units and conversion price)
December 31, 2020
ClassUnits AuthorizedUnits OutstandingPer Unit Original Issue Price
Per Share		Liquidation
Preference		Carrying Value,
Net of Issuance
Costs
Class A150,000,000 150,000,000 $0.020 $3,000 $— 
Class B70,000,000 63,679,618 0.020 1,274 713 
Class C138,914,150 131,200,516 0.032 4,198 3,017 
Class D120,729,910 119,683,169 0.163 19,508 18,477 
Class E126,530,590 107,540,155 0.245 26,347 24,900 
Class F65,023,740 64,684,888 1.845 119,344 118,691 
Class G107,063,000 98,119,859 2.830 277,691 277,354 
Class H217,328,460 217,328,460 4.601 1,000,000 933,389 
Class I100,460,107 24,646,225 4.977 122,666 115,671 
Class J352,582,092 352,582,092 5.700 2,010,000 1,973,399 
Total1,448,632,049 1,329,464,982 $3,584,028 $3,465,611 
Conversion and Voting Rights
Each preferred unitholder had the right at any time to convert all or any portion of their preferred units into common voting units without additional consideration. Additionally, upon either i) the receipt by the Company of written notice of the election (A) by the holders of two-thirds of the preferred units then issued and outstanding, voting together as a single class, (B) approval of the Class F preferred holders, voting as a separate class, (C) approval of the Class G preferred holders, voting as a separate class, and (D) approval of the Class H preferred holders, voting as a separate class, and (E) approval of the Class I preferred holders, voting as a separate class (F) approval of the Class J preferred holders, voting as a separate class to cause the conversion of all preferred units or ii) a qualified public offering, as defined in the LLC Agreement, all preferred units automatically converted into common voting units without additional consideration. Each preferred unit was convertible into a number of common voting units determined by dividing the applicable preferred original issue price by the corresponding class’ conversion price then in effect, all as defined in the LLC Agreement. The initial conversion price per share of the redeemable convertible preferred units was the original issue price per share. The conversion price was subject to adjustments as specified in the LLC Agreement.
Each common voting unit was entitled to cast one vote, and each preferred unit was entitled to cast the number of votes equal to the number of whole common voting units into which each preferred unit held by such holder was convertible. Common units conferred no voting rights, except with respect to matters on which the holder was expressly granted voting rights under the Delaware Limited Liability Company Act.
Liquidation Event and Distributions
No preferred units were unilaterally redeemable by either the unitholder or the Company; however, the Company’s LLC Agreement provided that upon any liquidation event (as defined in the LLC Agreement) such units would be entitled to receive cash and/or property to all members pro rata in proportion to their percentage units. In the event of a liquidation event, all distributions were made in the following order: Class J preferred units, Class I preferred units, Class H preferred units, Class G preferred units, Class F preferred units, Class E preferred units, Class D preferred units, Class C preferred units, Class B preferred units, and Class A preferred units. As long as amounts remain for distribution, each class of preferred units received distributions in proportion to their capital contribution amounts until each class had received an amount equal to its aggregate total capital contributions amount. The remaining balance, if any, were distributed to all holders of common voting units and common units on a pro rata basis in proportion to their percentage units, as defined in the LLC Agreement.
The liquidation event provisions caused preferred units to be redeemable on occurrence of an event that is not solely in the control of the Company. Therefore, all classes of preferred units (i.e. Class J, Class I, Class H, Class G, Class F, Class E, Class D, Class C, Class B and Class A) were classified as mezzanine equity rather than as a component of members’ deficit.
Conversion to Corporation
Prior to the corporate conversion and IPO, the Company’s management committee (“Management Committee”) could have proposed that the Company directly or indirectly convert to a corporation by incorporation, merger, contribution or other permissible manner, or to engage in a similar restructuring for the purpose of employing the corporate form in the capital structure of the Company in connection with a qualified public offering, as defined in the LLC Agreement, or otherwise with the prior written consent of the requisite preferred holders, as defined in the LLC Agreement. Upon a conversion in connection with a qualified public offering, as defined in the LLC Agreement, all units would be converted into a number of shares of common stock of the successor corporation determined by dividing (i) the amount that would be distributed in respect of such unit upon a liquidity event, based on the price per share at which shares of common stock of the successor corporation would be sold to the public in such offering (the “Per Share Offering Price”), by (ii) the Per Share Offering Price. If the foregoing determination is reasonably required to be made prior to the determination of the actual Per Share Offering Price, the mid-point of the underwriters’ proposed range of offering prices would be used as the Per Share Offering Price. In the event of conversion, the founder and CEO would receive only high vote Class B common stock in the successor corporation and all other members would receive only low vote Class A common stock. Class B common stock entitles the holder to 29 votes for each share held and Class A common stock entitles one vote for each share held.
If a conversion would have occurred not in connection with a qualified public offering, the then outstanding units would have been converted into, or would otherwise entitle the holders thereof to, corporate stock or other securities having substantially the same terms and conditions as such units.
Pursuant to the Corporate Conversion and IPO:
•1,196,605,432 preferred units and 85,579,584 common units (which include 22,443,220 PIUs), in each case, automatically converted into an equal number of shares of Class A common stock, except with respect to a conversion adjustment which reduced the outstanding common units designated as PIUs by 75,862 common units, and excluding any such preferred units and common units held by Mr. Bom Kim; and
•132,859,550 preferred units held by Mr. Kim and 43,143,440 common units held by Mr. Kim, in each case, converted into an equal number of shares of Class B common stock.
On March 15, 2021, the Company completed its IPO, in which it issued and sold 100,000,000 shares of its Class A common stock at a price of $35.00 per share. The Company received net proceeds of approximately $3.4 billion from its IPO after deducting underwriting discounts of $69 million and other offering costs. Also, the owner of our Class B common stock converted 1,200,000 shares of Class B common stock into Class A common stock, which were sold in the IPO.
Our certificate of incorporation provides for two classes of common stock, and authorizes shares of undesignated preferred stock, the rights, preferences, and privileges of which may be designated from time to time by our board of directors. Our authorized capital stock consists of 10,000,000,000 shares of Class A common stock, par value $0.0001 per share; 250,000,000 shares of Class B common stock, par value $0.0001 per share; and 2,000,000,000 shares of undesignated preferred stock, par value $0.0001 per share. No preferred stock was issued and outstanding as of December 31, 2021 and 2020.
The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to twenty-nine votes. In addition, each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except certain transfers to entities, to the extent the transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock.
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss includes all changes in equity during a period that have yet to be recognized in income. The major components are foreign currency translation adjustments and actuarial gains (losses) on the Company’s defined severance benefits. As of December 31, 2021 and 2020, the ending balance in accumulated other comprehensive loss related to foreign currency translation adjustments was $36 million and $(4) million, respectively, and the amount related to actuarial losses on defined severance benefits was $(84) million and $(27) million, respectively.