INTRODUCTION
Unless the context suggests otherwise, references in this prospectus to Despegar, the Company, we us and
our are to Despegar.com, Corp., a business company incorporated in the British Virgin Islands (BVI), and its consolidated subsidiaries. Unless the context suggests otherwise, references to Latin America are to
South America, Mexico, Central America and the Caribbean (except in the case of certain industry information from Euromonitor travel research for Latin America; as set forth below).
We were formed as a new business company in BVI on February 10, 2017. On May 3, 2017, the stockholders of our predecessor, Decolar.com, Inc., a
Delaware corporation, exchanged their shares of Decolar.com, Inc. for ordinary shares of Despegar.com, Corp. to create a new BVI holding company. Following the exchange, our shareholders own shares of Despegar.com, Corp. and Decolar.com, Inc. is a
wholly-owned subsidiary of Despegar.com, Corp. The audited consolidated financial statements as of December 31, 2017 and 2016, and for the three years ended December 31, 2017 to the extent related to the events and periods prior to
May 3, 2017, included or incorporated by reference in this prospectus are the consolidated financial statements of Decolar.com, Inc., which is our predecessor for accounting purposes, and other information contained or incorporated by reference
in this prospectus related to events and periods prior to May 3, 2017 is based on Decolar.com, Inc.
Financial Statements
The financial information contained in this prospectus derives from our audited consolidated financial statements as of December 31, 2017 and 2016 and for
the fiscal years ended December 31, 2017, 2016 and 2015 (our audited consolidated financial statements) and from our unaudited interim condensed consolidated financial statements as of June 30, 2018 and for the six month
periods ended June 30, 2018 and 2017 (our unaudited interim condensed consolidated financial statements) incorporated by reference in this prospectus. The Balance Sheet as of December 31, 2015 derived from our audited
consolidated financial statements as of December 31, 2016 and 2015 are not included or incorporated by reference in this prospectus. Our audited consolidated financial statements and unaudited interim consolidated financial statements are
prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and presented in dollars; provided, however, that the unaudited interim condensed consolidated financial statements are subject to normal
year-end
adjustments (which are not expected to be material individually or in the aggregate).
Non-GAAP
Financial Measures
This prospectus or the information incorporated by reference includes certain references
to Adjusted EBITDA, a
non-GAAP
financial measure. We define Adjusted EBITDA as net income / (loss) exclusive of financial income / (expense), income tax, depreciation, amortization and share-based
compensation. See Selected Financial DataOther Financial and Operating Data in our Annual Report on Form
20-F
for the year ended December 31, 2017, which is incorporated herein by
reference, and the section hereof entitled Recent Developments for reconciliations of Adjusted EBITDA to net income / (loss) for certain financial periods as indicated. Adjusted EBITDA is not prepared in accordance with U.S. GAAP.
Accordingly, you are cautioned not to place undue reliance on this information and should note that Adjusted EBITDA, as calculated by us, may differ materially from similarly titled measures reported by other companies, including our competitors.
Market Data
This prospectus or the information
incorporated by reference herein includes industry, market and competitive position data and forecasts that we have derived from independent consultant reports, publicly available information, industry publications, official government information
and other third-party sources, including Euromonitor International, and GSM Association, as well as our internal data and estimates. Independent consultant reports, industry publications and other published sources generally indicate that the
information contained therein was obtained from sources believed to be reliable. Although we believe that this information is reliable, the information has not been independently verified by us.
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