Category Archives: IPO

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 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.

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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.

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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.

miniipo

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.

80% of Top SEC Transaction Law Firms Worked With Vintage in 2014

“Intelligent Value” hastens processes and lowers costs for law firms and issuers

NEW YORK, January 27, 2015 / PR Newswire / — In 2014, 80% of the Top 30 law firms that specialize in the SEC transactions required by the Securities Act Of 1933, worked with Vintage, the capital markets, corporate services and institutional & mutual fund services division of PR Newswire. These filings, including IPO and secondary offering registrations, are very complex legal documents that require an immaculate attention to detail and extensive expertise in financial publishing.

“2014 was a watershed year for Vintage, particularly for our capital markets team. I could not be more pleased about this accomplishment,” said Liam Power, President of Vintage. “We began the year with a systemic evaluation of everything we do – our technologies, our processes, our people and even our brand. Subsequently, the decisions we’ve made brought a focus onto what matters most to our clientele. 2014’s results validates our success becoming the industry’s intelligent value,” finished Power.

Top_30_lawfirms_Vintage

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The capstone of Vintage capital markets group is its IPO and transaction drafting sessions. The company has defined three models for these sessions, based on the flexibility and budget the client requires and not a one-size-fits-all approach.

  • Vintage office location: a traditional session model
  • Client-selected location: minimum travel and billable hours while allowing senior executives to keep abreast of their daily workload
  • 100% virtual: the most cost and time efficient alternative

A brief video explaining transaction drafting sessions scan be viewed here: http://promotions.prnewswire.com/Vintage-transaction-solutions.html

Securities law firms, like Sichenzia Ross Friedman Ference LLP, work with Vintage and the process that best suits their own issuer clients’ needs.

“We are very pleased to be recognized as the 12th most active law firm in the United States for transactions involving public offerings in 2014,” said Gregory Sichenzia, Partner, Sichenzia Ross Friedman Ference LLP. It is an outstanding accomplishment and we thank our friends at Vintage for their help and support during the year.”

Absolute cost transparency is a hallmark of the Vintage approach, and a key part of their ability to deliver value to our client, presenting pricing simply, clearly and to the level of detail that matters to clients. In fact, Vintage pioneered the concept of open, up-front, and transparent pricing.

“I believe that our presence on this Top 30 securities lawyer list is a testament to the hard work and smart decisions our partners and associates make on behalf of our clients,” said Gregg E. Jaclin, Esq., Partner from Szaferman Lakind Blumstein & Blader, PC. “Certainly, one key decision we assist our clients with is resource selection and we have found that Vintage compliments both our processes and our clients’ requirements.”

In addition to capital markets practice group that works with law firms, investment banks and M&A deal-drivers, Vintage also supports two other practice groups:

  • Corporate Services, which supports public companies with compliance and investor relations solutions
  • Institutional & Fund Services for investment management and mutual fund organizations

Vintage is headquartered in New Your City with regional sales and service offices through the US and internationally within PR Newswire and Canada Newswire (CNW) offices.

Top 30 research is from 2014 SEC filings: S-1, S-3, S-4, S-11, N-2, F-1, 10-12B and 10-12G. All files are available on SEC.gov website.

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About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services.

Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. www.thevintagegroup.com 

About PR Newswire

PR Newswire (www.prnewswire.com) is the premier global provider of multimedia platforms that enable marketers, corporate communicators, sustainability officers, public affairs and investor relations officers to leverage content to engage with all their key audiences. Having pioneered the commercial news distribution industry 60 years ago, PR Newswire today provides end-to-end solutions to produce, optimize and target content — from rich media to online video to multimedia — and then distribute content and measure results across traditional, digital, mobile and social channels. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire enables the world’s enterprises to engage opportunity everywhere it

Media Contact:

Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157
bradley.smith@prnewswire.com

Helping Emerging Growth Companies ring the exchange bells throughout 2014

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Two obvious statements:

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1.) 2014 was an exceptional year for Emerging Growth Companies (EGCs)

Right about now, the year-end reports start trickling out, and amongst the many disheartening current events reports – the Capital Markets IPO reports deliver Holiday Cheer. The first out of the gate, even before the ball drops in Times Square, is from PwC’s Deals Practice group.

” IPOs raised a total of $83.9 billion, an increase of 47 percent over the $56.9 billion raised in 2013, and approaching the proceeds of $92.6 billion raised in 2000.

q4-2014-ipo-watch-press-release--value-and-volume-of-ipos-by-quarter

The IPO market moderated slightly in the fourth quarter of 2014 as a volatile mid-October crimped new offerings before regaining ground in November. For the quarter, there were 60 public company debuts, as of December 4, representing $13.4 billion in proceeds.  This compares to 77 public listings in the fourth quarter of 2013 ending December 31, with a value of $24 billion in proceeds.”

It’s important to note that the numbers above only address NYSE and NASDAQ listed IPOs. As we report each week, and summarized here, the OTC Markets helps many companies list – and the largest percentage of EGCs ring that bell.

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2.) Going public is a really big deal for an EGC.

Being a public company is a ridiculously complex undertaking. Certainly, this begins right out of the gate drafting your S-1 registration with us. The volleying of the document with the SEC needs careful tracking – this whitepaper download has a step-by-step illustration to that.

One stress release for EGCs, clients have reported, is filing as a confidential IPO. This eliminates the media and prospective investor scrutiny (banter) that can distract and upset the process. It gives an EGC the elbow room to sculpt the best possible (and transparent) offering for investors – without needless armchair quarterbacks.

CHARTAnother complexity EGCs need to be aware of comes very quickly: their annual report and proxy. The labor around this yearly process was painstaking explained this week on our webinar titled Proxy Materials Logistics 101- a primer for small and micro-cap companies. Your brain will hurt try to comprehend all the steps and details involved with this annual undertaking.

And it goes without saying, once public, all issuers have the Herculean tasks of EDGAR, XBRL and continual shareholder communications.

Bottomline, and probably an third obvious statement, is choose your partners wisely. Absolutely this is a sales pitch to work with us, but the objective point is that all service providers – including Vintage – each have a niche they specifically serve. Match that to your company.

Have a great day.

Top SEC transactions law firms: Q1 – Q3 2014

In plain English, a capital markets transaction is an extremely important contract. For a soon-to-be public company, an S-1 is thee most important contract. However, as discussed last week, (read here) there are many types of transactions – across all three main exchanges: OTC Markets, Nasdaq and NYSE.

Total transactions count for the first two-thirds of 2014 is 1,858… and all of these transactions needed a law firm – if not two or more. In fact, the 1,858  transactions counted listed 450 different law firms. Below is a graph of the top twelve, by transaction count.

We carefully track all capital markets transactions as Vintage executes the drafting sessions for law firms. We have become the intelligent value for transactions: in-house, at a corporate or law office and now more increasing, 100% virtual. You can see an in-house drafting session in this video.

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Top twelve, in order of Q3 ranking. Click to enlarge.

If you are interested in this topic, please click here and opt-in to receive a weekly (Monday) update of transactions and law firms via email.

We also have a whitepaper that explains the ping-pong match an S-1 file plays between an issuer and the SEC. Click here to download it.

Have a great week

Total IPO and SEC transactions: Q1 – Q3 2014

2014 is well-celebrated for the return of IPOs to the capital markets, with 207 IPOs counted by industry watchdog Renaissance Capital.

However, important as they are, IPOs are a small percentage of the year’s success. In fact, these 207 IPO S-1 filings are only NYSE and NASDAQ listed – and less than 27% of the total S-1 filings count of 790.

 

The eight key transactions. Click to enlarge.

Remember, an S-1 is not just for an Initial Public Offering. Public companies submit a Secondary Offering S-1 (and sometimes S-3) file to the SEC anytime they issue new stock for public sale. Post IPO, this S-1 registration is typically to refinance or raise more capital for growth. Click here to download our S-1 workflow whitepaper. 

Total transactions for Q1 – Q3 2014 is 1,858. We carefully track all capital markets transactions as Vintage executes the end-to-end registrations tasks for issuers: typesetting to filings to hardcopy printing. You can see a drafting session in this video.

Transaction types:

  • S-1: General form of registration statement for all companies including face-amount certificate companies
  • S-3: Registration statement for specified transactions by certain issuers
  • S-4 Registration of securities issued in business combination transactions
  • N-2: Initial filing of a registration statement on Form N-2 for closed-end investment companies
  • F-1: Registration statement for securities of certain foreign private issuers
  • S-11: Registration statement for securities to be issued by real estate companies
  • 10-12G: Initial general form for registration of a class of securities pursuant to Section 12(g)
  • 10-12B: Initial general form for registration of a class of securities pursuant to Section 12(b)

A last point is to re-emphasize is that the media (i.e. Jim Cramer shouting and honking horns) tends to focus on the NYSE and NASDAQ IPOs. Hundreds of Emerging Growth Companies and large international companies IPO each year on the OTC Markets. Dig deeper to see growth.

Have a great day.