Category Archives: IPO

2015 confidential IPOs holding pace with 2014

In a new technologies and life sciences companies’ IPO report from Fenwick & West LLP, one interesting data parse ( for Vintage’s IPO team anyway) was the direct comparison of confidential IPO filings between 2014 and 2015. Although the entire 2015 IPO market is 33% “softer” than 2014, confidential filings that actually priced are only down 7%.


There can be many different thought-paths to speculate on this 7% to 33% comparison. Our interactions with confidential IPO clients lean towards that the “testing the waters” phase is creating stronger and more certain offerings. The working groups within the companies and banks are using this time to hone their messaging and tighten up their diligence materials prior their open IPO – the lionshare pricing within one quarter of their initial submission.

It is important to note that according to research firm Dealogic, only 56% of confidential S-1 filings actually price. That’s a lot of toe dipping that never ring the bell.

How complicated is the confidential IPO S-1 filing process? Very. Our whitepaper explains it very tactically.





The success of confidential IPO filings is no secret

confidentYesterday, the WSJ’s always-excellent Emily Chasan wrote a smart piece regarding the JOBS Act’s confidential IPO provision’s effect on M&A.

This JOBS provision created a confidential SEC review procedure for IPO registration statements of “emerging growth companies” prior to their first registered sale of common equity. Generally, an emerging growth company is an issuer that has less than $1 billion in total annual gross revenues.

The phrase “confidential” is misleading, particularly in an industry that is dedicated to transparency. “Confidential” tends to bring up imagery of James Bond, insider whispers, dark pool trading and pump-n-dump ninjas.

Nothing of the sort. With a confidential IPO registration, all draft IPO registration statements and subsequent amendments are filed with the SEC for non-public review. Like all S-1 files we submit for clients, the SEC is carefully reviewing the filing.


Although a company’s S-1 paperwork may be for the SEC’s eyes only, their intention to hold an IPO is not a secret – and that certainly flags them looking for an exit.

Per Emily:

The law forbids the Securities and Exchange Commission from publicly releasing the names of companies that file confidentially for IPOs. But it doesn’t preclude the companies themselves from disclosing that information, or selectively telling potential buyers about their confidential IPO filings, if they choose to do so.

Since the owners of a company preparing to go public want to monetize their investment, the very existence of the confidential filing can accelerate a sale process for a company, and ultimately lead to a less risky outcome for private-equity and venture-capital investors, who can get paid in one fell swoop once an acquisition closes.

In all, the SEC has received stealth IPO filings from about 850 companies in the past three years through June 30, it says… However, only 479 of those filings actually led to an IPO, according to Dealogic, a research firm.

So, IPOs are down 33% this year compared to last – but thanks to the confidential filing process, the “testing the waters” element of the process – once thought to eliminate the media frenzy and market speculation (and breathing room) of an IPO – also means hanging up a “For Sale” sign as a signal to a possible acquirer in this M&A-rich environment.


Vintage clients have the pleasure of burning the “great service” candle at both ends here – beginning with the S-1 filing and ending with the virtual data room management. 

ieCrowd invites individual investors to participate in their NASDAQ-listed IPO with BANQ and

IPOs are generally unavailable to retail investors, especially NYSE and NASDAQ-listed IPOs… as the investment banks scoop up all the shares and opportunities. That changes this Friday with the first IPO roadshow.

Innovation Economy Corporation, known as “ieCrowdTM“, a life and health innovations commercialization company, and TriPoint Global Equities, LLC (“TriPoint”), a FINRA member and leading boutique full service investment bank, announced that ieCrowd is opening up its IPO to retail investors nationwide using TriPoint’s online investment platform, BANQ® ( and openly presenting to ALL investors at


ieCrowd plans to list on NASDAQ under the ticker symbol MYIE upon successful completion of its IPO.

“This is a historic day for retail investors, as ieCrowd becomes the first company to use BANQ®, our new and innovative online investment banking platform, to fund its initial public offering,” said Mark Elenowitz, CEO of TriPoint. “We created this unique platform in response to a variety of factors including the evolution of modern investors, who now use the digital and online world to research investment opportunities, and the potential for crowd funded public offerings. BANQ® opens investment opportunities to a wider range of investors who now have access to offerings that were previously limited to a select number of investors.”

banqBANQ®, a division of TriPoint, is the first fully digital online investment banking platform to feature small cap IPOs and is now actively enrolling new accounts, and accepting ieCrowd IPO indications, on a nationwide basis. BANQ®‘s platform provides secure, seamless and compliant introductions of investors to growth companies and investment opportunities.

“VirtualInvesorConferences is proud to be the destination of choice for such an important undertaking,” said John Viglotti, VP, Investor Relations Products and Services. “Since 2010, both Main Street and Wall Street have come to our live investor conferences at par with one another – having 100% equal access to our presenting CEOs. It’s rewarding that VirtualInvesorConferences is helping ieCrowd and BANQ® make IPO investing accessible to retail investors.”


DATE: Friday, June 26, 2015
TIME:   12:00 PM EDT

This will be a live, interactive online event where investors are invited to ask the company questions in real-time. If attendees are not able to join the event live on the day of the conference, an on-demand archive will be available for 90 days.

It is recommended that investors pre-register to save time and receive event updates.

Learn more about the event:

11 questions answered regarding preparing your first earnings news release

IMAGE_for-PR_darrow3Attendees of the The National Investor Relations Institute 2015 (NIRI) Annual Conference (June 14 – 17, Chicago)  had the opportunity to attended a small-cap IR session taught by subject matter expert Bernie Kilkelly. Fortunately for us, we have Bernie as our expert in our ongoing six-part webinar / podcast series. Please CLICK HERE to listen. Below is insight from our session on earnings releases.   

Q: What is the role of the IRO or the IR consultant in preparing for the company’s first earnings release?

The IR professional manages the release process to ensure the smooth release of earnings information. This process requires significant preparation not just for drafting the release itself but also for the logistics of disseminating the release. If your company is doing a conference call and webcast following the release, the IR professional also manages that process. This involves handling the logistics of the call, preparing the script and Q&A document for the call and most importantly working with management in rehearsing and prepping for the call.

Q: When should the company start preparing for the earnings release?

Preparation should not wait until the quarterly results are available. Instead, doing the work early on related to logistics, planning, and identification of potential issues will allow more time for message development and rehearsals. It is very important to incorporate earnings releases into the annual IR planning calendar. This is so time can be reserved on senior executives’ calendars, not just for the conference call itself but to block out prep time.

You should do this a year in advance – a good practice is to schedule all the quarterly calls for the fiscal year either at one time or on a rolling 12-month basis. When scheduling quarterly calls, it is also very important to consult with the company’s financial reporting team to understand the timeline for filing the company’s Form 10-Q or Form 10-K with the SEC. Many companies try to have the dates for the filing and the earnings release as close together as possible, if not on the same day.

Q: Is it necessary for a newly public small cap or micro-cap company to hold a conference call the first time it reports quarterly earnings? How do you know when the company is ready?

It is important to remember that neither the earnings release nor a conference call is a requirement for a public company. The mandated release of quarterly earnings can be satisfied solely through the filing of the 10-Q or 10-K with the SEC. But in reality, it is a best practice for public companies to issue an earnings release and hold a quarterly conference call with analysts and investors. According to NIRI’s July 2014 Earnings Call Practices Survey, 97 percent of respondents hold a quarterly earnings call. Almost all of the calls are webcast live, and 73% of companies said they provide an archived audio file of the webcast on their IR website.

One of the main reasons that companies hold quarterly calls is for efficiency, especially when you’re talking about a large cap company that has many sell-side analysts following the company and a large number of institutional investors. A conference call and webcast gives the company the opportunity to explain its results to the broadest possible audience while also communicating and reinforcing the company’s strategic messaging. The call also gives management the chance to answer questions in a public forum, although questions typically are asked just by sell-side analysts.

For a small cap company and especially for a micro-cap company, the efficiency reason is not as pertinent. The time and effort to prepare for a conference call is enormous, so every newly-public company should consider whether the return on investment is worth it. If the company only has one or two sell-side analysts and a small institutional investor following, it may make sense to wait a few quarters. Because once you start having quarterly conference calls, you shouldn’t stop having them — that would send a very bad signal to investors. It is also important to remember that conference calls have a long shelf life, being accessible through archives and transcripts, so you must make sure you are ready to put your best foot forward before committing to quarterly calls.

Q: Who should be part of the team in preparing the earnings release?

It is common practice to convene a multi-disciplinary group to discuss the high-level messages for the quarterly earnings release. Participants often include the CEO and CFO, legal, financial reporting, corporate planning and budgeting, treasury, and media relations/corporate communications. The discussion in this meeting should provide the content for the initial draft of the earnings release.

While the release needs to be reviewed by a number of internal stakeholders, everyone involved in the reviewing process must fully understand the highly sensitive nature of the information. The IRO or IR consultant is responsible, along with legal counsel, for making sure that the review group treats the earnings release process as confidential prior to its release to the public.

Once the internal review group has provided feedback, the audit committee of the board of directors and the external auditors should review and comment on the draft earnings release.


email_bkBernie Kilkelly is a senior investor relations practitioner with over 25 years of experience in designing and running successful IR programs to help companies build shareholder value. His background includes serving as head of investor relations for three public companies in the financial services sector, including Delphi Financial Group, Inc. from 2001 until its acquisition in 2012 by Tokio Marine Group at a 76% premium to its stock price. In addition to serving as a corporate investor relations officer, Mr. Kilkelly has worked at leading investor relations and financial/public relations agencies in New York, including Morgen-Walke Associates, Makovsky & Co. and Robinson Lerer & Montgomery. Mr. Kilkelly is a recognized leader in the investor relations community and has served as a director of the New York Chapter of the National Investor Relations Institute (NIRI) since 2007. He was NIRI-NY Chapter President in 2012 and is currently serving as Vice President-Communications, responsible for the chapter’s website, newsletter and social media.

Connect with Bernie in LinkedIn here.


Q: What information does the earnings release need to include? How detailed does the release need to be?

A good template for the quarterly earnings release can be found in NIRI’s Standards of Practice for Investor Relations: Earnings Release Content (2013).  According to the standards of practice, a quarterly earnings release should include:

  • Discussion of the quarterly financials
  • Discussion of year-to-date financials
  • Discussion of charges/gains/losses
  • Non-GAAP financial measures
  • Senior management quotes
  • Key events and changes
  • Gross profit or margin, cash flow, and other measures
  • Segment/line of business information
  • Outlook/guidance
  • “Safe harbor” language
  • Financial statements – typically the balance sheet and income statement, plus any segment info or supplemental information

It is always important to show trends in the earnings release. This can be done in the text by discussing percentage increases, but a much better way is to use bullet points or a small table at the beginning of the release to highlight key numbers.

The earnings release should also include the phone and email of a contact person at the company, either the CFO or the IRO, and the phone and email of the outside IR consultant if there is one.

Q: What is the best way to disseminate the earnings release? Is it necessary to use a wire service?

The SEC does not mandate the use of a wire service but it is clearly a best practice to ensure that the earnings release is getting the broadest disclosure and reaching all the important financial outlets. In addition, a good wire service will provide an important editing function since they are used to handling earnings releases and will often spot errors in formatting or other typos.

Q: What documents need to be prepared for the conference call and who should be part of the team in preparing them?

The IR professional is typically responsible for drafting three main documents: 1) a slide deck, 2) prepared remarks that are referred to as the “script,” and 3) a Q&A document to help prepare for the Q&A period of the call. The slide deck is optional but can be helpful in providing a structure for the prepared remarks.

One of the biggest complaints from analysts and investors about conference calls is that the prepared remarks go on for too long, and often include a boring recitation of numbers that have already been included in the earnings release. By using a slide deck, companies can try to keep the numbers discussion shorter and leave more time for high level discussion of strategy and progress toward previously disclosed goals.

The prepared remarks are usually divided between the CEO and CFO, with the CEO providing overview comments and the CFO getting into more detailed discussion of the financial results. The IR professional should ensure that the company’s financial and legal team has time to review the prepared remarks and slide deck to ensure accuracy and compliance with regulatory requirements.

To prepare management for the Q&A portion of the call, many IR professionals research “hot” topics and develop a document that outlines answers to potential questions. This Q&A document often is maintained by the IR professional throughout the quarter. It is also helpful to review questions asked on peer company earnings calls, since many analysts or investors will ask the same question of each management team. The Q&A document should also be used to facilitate a practice session, to better prepare the CEO and CFO for that portion of the call. This practice session also encourages feedback from the senior leadership team, helping to refine responses and ensuring accuracy.

Q: What are the most important logistical steps in preparing for the earnings conference call?

Managing the logistics is equally important to the success of the earnings call. Nothing will derail a good earnings call faster than a phone line that goes dead in the middle of management remarks. Make sure you have a detailed checklist so that nothing is overlooked. The following is a sample list of logistical tasks that should be performed prior to each earnings call:

  • Reserve internal meeting rooms for earnings calls and preparation meetings
  • Reserve audio/visual equipment, as necessary (microphones, sound system, speaker phone, etc.)
  • Arrange earnings conference call with applicable provider, obtain telephone numbers and access codes to provide to those who are authorized to ask questions and those who are not (typically the news media), ensure services include a full transcript and a digital recording of the call, and ensure that service providers do not disclose the date of the company’s call before it is publicly announced
  • Announce the details of the call to investors well in advance, notifying them of the date and time, dial-in and webcast information, and other details for the call; this process includes coordination with third-party data providers, which publicize earnings dates
  • Send the press release to the company’s wire service provider and review the proof:
    • Ensure the Form 8-K and the press release are ready for SEC filing
    • Work with the website team (could be internal or a third party) to:set up a webcast link
    • Ensure posting of documents on website, including the press release, the earnings slides, and any other supplemental information typically posted
    • Set up podcast or audio archive of conference call
  • If applicable, touch base with the company’s social media team to determine appropriate content and timing for social media postings

Q: What is the best time to hold your earnings conference call? Is it best to hold the call a few hours after the release of earnings or is it okay to release after the market and have the call the next morning?

There are pros and cons to both approaches, and it can depend on the company’s geographic location and time zone, and also on whether other peer companies are having calls on the same day. The pros of releasing after the market and having the call the next morning is that it allows you to get some market reaction, especially from sell-side analysts, which will help management prepare for the call. For a small cap company which does not have a large sell-side following this can be a good way to go. For companies with a larger following it is usually preferred to have the call soon after the release of earnings.

Q: Should you screen the callers for the Q&A portion of the call and is it okay to not let certain analysts or investors ask questions?  

Yes, I recommend that callers be screened because there have been numerous widely publicized incidents of people who have come on calls and asked inappropriate questions. I do not recommend blacklisting anyone from the call unless there is a history of them being abusive. It is also important to limit each questioner to two or at the most three questions each, and if they try to ask more then to ask them to let others have a chance and to get back in the queue.

Q: How long should the call go? Should it be limited to one hour or should you let it go over if people are asking a lot of questions?  

The call should have a strict one hour time limit, regardless of how many questions are being asked.


6 questions answered regarding setting up your IR function (Post-IPO)

IMAGE_for-PR_darrow3As part of our ongoing six-part webinar / podcast series, we’re offering these “collateral questions” to review. To listen to the actual webinars – or download the podcast files – please CLICK HERE to learn from our subject matter expert Bernie Kilkelly. 

Q: What changes should you expect after going public? 

Going public is one of the crowning achievements for a company and since a tremendous amount of work goes into preparing for the IPO, including a demanding road show, it would be natural to think that you’ve reached the finish line and are ready to take a rest.  In reality, the IPO is just the start of the ultra-marathon that is the life of a public company, and it is critically important to plan ahead of time and prepare for the post-IPO period.  Ideally, the investor relations function should be staffed either with an internal investor relations officer or outsourced by working with a trusted IR firm.

There should be set policies and procedures in place to designate appropriate spokespeople for the company, with the internal IRO or a senior person from your external firm serving as the key spokesperson.  While the CEO and CFO should be available and accessible when needed, it is not advisable for them to serve as the primary point of contact for analysts and investors, since they have many other responsibilities and demands on their time.   

How should you prepare your entire company for the post-IPO period, especially with regards to disclosure requirements like Reg FD? 

It is critical to have a disclosure policy in place before the IPO and this policy should be updated after the IPO to reflect the new requirements that the company faces.  In particular, the policy should spell out in detail the executives who are permitted to speak to analysts, investors and the media, and the procedures that other executives should follow if they are contacted by an analyst, investor or the media.  The designated spokespeople should of course have a full understanding of Reg FD and should be equipped with talking points and a list of potential questions and scripted answers to use when talking with or meeting with analysts and investors.  For media interviews, it is especially important to be aware of periods before and after the IPO where the company is prohibited from discussing the offering.

After the IPO, the company’s disclosure policy should include a quiet period to limit communications with analysts and investors during the time after the quarter closes and prior to the release of earnings.  This quiet period is critical to avoid inadvertent violations of Reg FD disclosure regulations.  According to a NIRI survey released in February, 85% of public companies have a quiet period before the release of earnings.  The company should also put in place a blackout period during which employees and directors are restricted from trading the company’s shares after the close of the quarter and through the release of earnings.  According to NIRI, 99% of companies have trading blackouts.


email_bkBernie Kilkelly is a senior investor relations practitioner with over 25 years of experience in designing and running successful IR programs to help companies build shareholder value. His background includes serving as head of investor relations for three public companies in the financial services sector, including Delphi Financial Group, Inc. from 2001 until its acquisition in 2012 by Tokio Marine Group at a 76% premium to its stock price. In addition to serving as a corporate investor relations officer, Mr. Kilkelly has worked at leading investor relations and financial/public relations agencies in New York, including Morgen-Walke Associates, Makovsky & Co. and Robinson Lerer & Montgomery. Mr. Kilkelly is a recognized leader in the investor relations community and has served as a director of the New York Chapter of the National Investor Relations Institute (NIRI) since 2007. He was NIRI-NY Chapter President in 2012 and is currently serving as Vice President-Communications, responsible for the chapter’s website, newsletter and social media.

Connect with Bernie in LinkedIn here.


What should be the role of the CEO and CFO in the IR program after the IPO?

Senior management of the company, in particular the CEO and CFO, are the face of the company during its IPO road show.  This is always the case for a small cap company and even more so when the CEO is a founder of the company.  Once the IPO is completed, it is important for senior management to transition away from the day to day contact for analysts and investors, most importantly so they can focus on running the company.  The CEO and CFO should participate in investor conferences, non-deal roadshows and 1-on-1 meetings with key analysts and investors, but as much as possible the targeting and introductory conversations regarding the company should be handled by the designated IR point person.

What are the most critical elements of an IR program after the IPO? 

Once the IPO is done it is crucial for a newly public company to maintain strong relationships with your new shareholders and have an active program in place to target and attract new shareholders. The company will want to participate in appropriate investor conferences and do non-deal roadshows to get out and meet with current shareholders and investor prospects.  There is a 25 day quiet period after the completion of the IPO and while management may be eager to get out and meet with new shareholders and prospects, it is not necessary to do meetings immediately after the end of this period unless you have something interesting to talk about that wasn’t discussed on the IPO road show.

This will also enable the company to spend more time preparing for the important first quarterly earnings release and conference call after the IPO.  It is also crucial to have a robust investor relations website that is continually updated as new materials become available.

What are the pros and cons of having an internal IRO vs. outsourcing with an IR firm? 

The investor relations function is critical to making sure that the company understands what analysts and investors are thinking and to manage expectations around earnings and other metrics.  For many smaller companies, budget considerations make it more difficult to hire a senior executive to handle these responsibilities in-house.  [We are a little biased, of course, but] An attractive alternative is to outsource some or all of these activities by working with a trusted investor relations agency.  Agencies have established contacts in the institutional investor community and with retail investor channels that will help in your investor targeting efforts.  The agency will also have experience in helping companies prepare for investor conferences and putting together non-deal roadshows.

An outside agency will provide objectivity that is sometimes difficult for an internal staffer to have.  It will also enable you to have the expertise of a senior person for considerably less than the cost of a full-time senior IRO.

What should the newly public company look for in selecting an IR firm? 

One of the key factors in selecting an IR firm is to look at the amount of senior executive time that will be spent on your account.  A larger agency will often assign a team to your account that includes junior staffers, who may be bright and eager but are nevertheless lacking in experience.  It is critical when selecting an agency to find out who will be handling your account and how much access you will have to senior experienced staff.  Smaller boutique agencies are also able to provide deep expertise in targeted industries.

SEC approves Mini-IPO for raising ~ dundundunnnn ~ 50 million dollars!

Yesterday, the SEC approved the final rules for the implementation of Title IV of the JOBS Act’s Regulation A+  which allows start-ups and emerging growth companies (EGC) to crowdfund a $50 million mini-IPO with the general public… not just raise funds from qualified (accredited) investors per Regulation D offerings.


Until yesterday, EGCs could only raise $5 million in a public offering via Regulation A (no “+”). Reg A also had other roadblocks including most states requiring their own individual Blue Sky Law adherence.

Regulation A+ has increased the raise to $50 million and removed the necessity for individual state compliance. 

The “who” can invest is key. EGCs were locked to work with accredited investors – individuals who earn more than $200K per year or have a net worth over $1M. Regulation A+ allows anyone to invest 10 percent of their annual income or net worth – but no more. The SEC will be carefully monitoring for fraud and bad actors.

Read the SEC regulations here. 

Certainly, this increase in cash will help companies work and earn their way to a “regular-sized” IPO. Vintage will be ready to help guide that journey. 

No news on the SEC’s progress getting sharks with frikin’ laser beams attached to their heads.

January’s Top Ten Law Firms by SEC transaction count (video)

Being subject matter experts in transactions i.e. IPOs and M&A, we carefully track the capital markets dealflow… daily, weekly and monthly. Congratulations to any and all of our partnering law firms that made this month’s Top Ten video.

Have a great February.