Senior management should expect the IPO to take up significant time and effort. The structure of each management team will determine who is responsible for or involved in any given workstream, but it is often the case that the CFO of the company is heavily involved throughout the process. For larger Main Market IPOs in order to reduce the demands on senior management, we often recommend a company to identify (or hire, if needed) an internal project manager who is responsible for managing the process within the company, acting as a primary point of contact for the working group and co-ordinating information flows.
The principal workstreams will be:
- Establishing the IPO team and choosing advisers;
- Due Diligence. As part of the legal due diligence exercise and to assist in preparing the registration documents and prospectus, a company will need to set up a data room where its material documents are placed for review by advisers. It is important for the advisers to start their diligence as early as possible so as to allow sufficient time to address any issues that arise. The company’s external advisers also typically meet with senior management to conduct business, financial and accounting due diligence.
- Drafting the registration documents and Prospectus. The company’s legal counsel, in close coordination with the relevant members of the management team, will usually take the lead role for drafting the registration documents and prospectus. This document serves two principal purposes:
- meeting the regulatory disclosure requirements, including providing the information necessary to enable potential investors to make an informed assessment of the financial position and prospects of the company, as well as the potential risks relating to the company, in order to protect the company and its officers and directors from potential liability for material misstatements or omissions; and
- a marketing document to explain the company’s competitive strengths, strategy and market opportunity (often referred to as the “equity story” – see also “What is our equity story?”);
- analyst presentation. It is common practice for senior management to meet with analysts from the appointed banks (and possibly unconnected analysts) and for such analysts to publish pre-deal research on the company before the start of the roadshow (see “What are research reports and how are they prepared?” on page 15). Analysts should come away from this meeting with a clear understanding of the company’s business and prospects; and
- In addition to the “early look” presentation delivered at the start of the process to gauge potential investor interest (often prior to official kick-off), the company and its advisors will prepare a lengthy “roadshow” presentation to be delivered by senior management. The Investor Presentation roadshow is the opportunity for senior management to meet with potential investors and tell the company’s equity story. It typically involves a number of presentations over a period of up to two weeks. This is part of the process in which the banks will “build a book” of investor interest in the shares to be offered, noting how many shares investors would be prepared to acquire and at what price.