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The document discusses the IPO process for companies. It covers why companies go public, the criteria underwriters consider when evaluating companies for IPOs, how underwriters are selected, and the key steps in the IPO process including drafting offering documents, marketing the offering to investors, pricing the shares, and a company's obligations after going public.
The document discusses the IPO process for companies. It covers why companies go public, the criteria underwriters consider when evaluating companies for IPOs, how underwriters are selected, and the key steps in the IPO process including drafting offering documents, marketing the offering to investors, pricing the shares, and a company's obligations after going public.
The document discusses the IPO process for companies. It covers why companies go public, the criteria underwriters consider when evaluating companies for IPOs, how underwriters are selected, and the key steps in the IPO process including drafting offering documents, marketing the offering to investors, pricing the shares, and a company's obligations after going public.
Fund Growth Plans Currency for M&A Recap (retire debt) Liquidity Employee compensation Enhanced Image Landlords Creditors/Suppliers Recruiting/Retention Underwriters Criteria Company Characteristics Growth Prospects Predictability of Results Management Team Historical Track Record Size;Profitability First Mover Advantage Sponsorship Underwriters Criteria Sector/Market Characteristics Overall Size Growth Rate Competitive Dynamics Comparable Companies Performance Institutional Appetite Underwriters Criteria IPO Market Conditions Backlog Cash Inflows to Mutual Funds Deals Pricing Below/Within/Above Range Withdrawn vs. Completed Offerings Market Performance of Recent IPOs Stable Economic Climate Underwriters Criteria Firm Focus Research Expertise Distribution Capabilities Corporate Finance Focus Chemistry Geography (retail offices) Selecting Underwriters Types of Investment Banks Lead vs. Co-managers Distribution Capabilities Institutional, Retail, International After Market Support Research Trading Ongoing Corporate Finance Support Culture of Firm Lead Manager Orchestrates Drafting, Due Diligence, Syndicate, Sales, After Market Negotiates Fee Split Allocates Shares Leads Pricing Call 15% Over Allotment Option Fee Structure Gross Spread - 7% Management Fee Underwriting Fee Selling Consession Jump Ball Fixed Fee Pitch Book Executive Summary Capital Markets Update Company Positioning Valuation Structure and Timing of IPO Process Track Record of Investment Bank Team MembersCommitment References Organizational Meeting Participants Company Company Counsel Underwriters (two or more) Underwriters Counsel Companys Accountants Organizational Meeting Transaction Issues Due Diligence Interviews Document Request List Facility and/or Store Tours Initial Drafting Outline Story Position the Company Schedule of Key Dates Transactional Issues Size of Offering Not More Than a Third Company vs Secondary Shares Over Allotment Option Split Lock-ups Who and How Long Use of Proceeds Debt Retirement Working Capital Growth Legal Corporate Status Quiet Period and Ordinary Course Announcements Anti-Takeover Provisions Misc Comfort Letter Selection of Printer Transfer Agent Bank Note Company Reservation of Stock Symbol Authorized Shares S-8 for the Employees Option Plan Directed Stock Prospectus Selling Document Five to Eight Drafting Sessions File Registration Statement with SEC SEC Review (30 days) SEC Comments File Amendment 1 with SEC Print and Distribute Red Herring Prospectus Cover Summary The Compnay Risk Factors Use of Proceeds Dividend Policy Capitalization Dilution Selected Financial Data MD&A The Business Management and Security Holders Description of Securities Registration Statement Prospectus Exhibits Underwriting Agreement Articles of Incorporation Opinion of Company Counsel Stock Option Plan(s); 401(k) Plan Employment Agreements Registration Rights Agreements Material Contracts Computation of Earnings per Share Consents Marketing Process Marketing Documents Prospectus Roadshow Presentation Insitutional Sales Teach In Retail Broker Fact Sheet Distribution Strategy Mix of Institutional and Retail Directed Shares Syndicate Structure Roadshow Share Allocation Marketing Strategy Institutions with history of buying, holding and increasing positions Institutions which own comparable companies Build momentum before NY and Boston Create perception of scarcity The Road Show Two to Three Weeks Organized and paid for by underwriter Provides info about the company in one- on-one meetings with prospective investors Build the book Going Effective Acceleration Request Pricing the Offering Final Prospectus Printed After Market Support Timely, Accurate and Insightful Research Coverage begins after a 25 day quiet period Follow up Road Shows Investor Conferences Active Market Making Life As a Public Company Reporting Qs, Ks, Press Releases, Conference Calls, Reg FD, Forward-looking Statements, Trading Blackouts Proxys BOD Liability Investor Relations Secondary Offerings Additional Cash Enhance the Float Orderly Exit for Large Holders