An Insider’s Guide to Going Public
An IPO sounds glamorous, right? The big stock exchange listing. Ringing the bell. Champagne celebration. But as an advisor who has guided many companies through the process, I can tell you the journey involves much more than the final party.
Allow me to pull back the curtain and give you an insider’s tour of what pursuing an IPO is really like for an entrepreneur. I won’t sugarcoat it — the process requires immense preparation, involves regulatory rigmarole, and has some inevitable twists and surprises. But it can also propel your company to new heights if navigated properly.
So buckle up as I walk you through the roadmap! Let me qualify that I’m drawing from my own experience advising small and mid-sized companies rather than massive tech IPOs you read about in the news. I’ll share anecdotes from a few founder friends of mine along the way too.
Phase 1: Readying Your House Before Guests Arrive
Going public means new shareholders, directors, analysts, and regulators will soon be poking around your company. Better prepare!
My buddy James was thrilled when his board first floated pursuing an IPO for his e-commerce company. Revenue growth had exploded and outside funding could expand things further. But when I emphasized the extra financial reporting requirements and public scrutiny involved, I saw the blood drain from James’ face a bit!
*“It really hit me how much we’d need to get our act together before subjecting ourselves to quarterly filings and shareholder votes and all that,” James reflected later over beers. “We had to get the right systems and people in place first.”*
So like James, view going public as basically inviting strangers to inspect your home. You’d tidy things up before guests arrived, right? Same idea here:
Upgrade Key Roles
Your Head of Finance was stellar when you had 5 employees. But can he handle complex accounting standards for a multi-national public company? What about governors with public board experience to guide management? An IPO often warrants some executive upgrades or new advisors.
Organize Financial Statements
Ever heard the phrase “garbage in, garbage out”? Many founders are shocked to learn their existing financial records won’t cut it for IPO reporting. Bringing order to the books early on saves migraines down the road!
Refine Your Business Story
You lived and breathed your startup’s origin story. But that nitty gritty may not resonate with institutional investors. Work on crafting your elevator pitch! What problem do you uniquely solve? Why such crazy growth? Keep honing this until it grabs interest fast.
You may feel buried under mundane tasks during this phase. But cross these prep items off your list before kicking off an IPO and it makes everything afterwards much smoother!
Phase 2: The Long, Winding Regulatory Road
Ah, governmental red tape. Even the most hardened founders are dazed by the snaking journey through securities regulations. Expect cycles of document drafting, revising 700 times, officially filing, then repeating based on regulator feedback!
Sienna came to me bursting with excitement after her board gave the green light to IPO her booming fintech app. But after the first few months battling legal forms, her eyes glazed over.
*“I thought getting funded by VCs was a pain in the a$$!” she laughed. “The SEC paperwork takes that to a whole new level.”*
Here’s what to anticipate with the core regulatory filings:
Form S-1: The Beast
Form S-1 registers your IPO offering with the SEC. Don’t let its mundane name fool you though — it’s a beast! You’ll disclose all imaginable company details: finances, structure, risk factors. Think months of drafting, fact checking, reviewing with lawyers.
Prospectus: Your Sales Brochure
The shiny prospectus circulates to potential investors alongside Form S-1. It requires much of the same information but packaged into what’s essentially your sales brochure — not just dry facts but selling your growth story. So put your marketing hat on while drafting!
Underwriter Selection
Underwriter investment banks lead IPO marketing and pricing. Choosing partners with experience in your sector is key; they open doors to the right buyers. Think of it like hiring an expert real estate agent to sell your home.
Phew, this stuff makes me thirsty just talking about it! But it’s the price for accessing public capital. Now, who wants another round?
Phase 3: The Investor Roadshow
Finally, the fun part — hitting the road to pitch! Founders envision nonstop ring-kissing from excited investors. Reality check: it’s grueling weeks-long travel peppered with tough Q&A sessions.
But Brad was fired up when we kicked off meetings for his software IPO. He spent days practicing answers about his total addressable market, EBITDA margins — typical investor concerns. Yet the first few stops seemed…quiet.
*“I expected applause or something when touting our subscriber growth,” he grumbled after one lame investor meeting. “But the reception felt kinda meh so far.”*
I had to remind Brad these institutional investors sit through hundreds of pitches yearly. They take a show-me approach. But hang in there…
Hit Your Talking Points
Your roadshow deck frames the story: what problem you solve, your secret sauce, those hockey stick growth charts. Pull listeners in quickly but save time for Q&A. They’ll poke holes to gauge credibility.
Get Comfortable with Skepticism
See, at some point on the IPO roadshow circuit, you’ll inevitably face pointed skepticism about growth forecasts or market competition. Take a deep breath and walk through your reasoning. View tough questions as demonstrating engagement.
Watch Momentum Build
But here’s the exciting part — investor enthusiasm often snowballs city to city. A few early positive meetings may trigger others to give your story closer looks. Soon the hardballs turn into soft tosses and smiles emerge. Attaboy!
Phase 4: Time for Your Closeup!
You made it! Don’t worry, the glitzy headlines usually last longer in people’s memories than the year-plus spent in the IPO trenches leading up to this moment. Bask in the fanfare as you crossover into the public markets!
But brace for another compliance avalanche afterwards. Quarterly reporting and new governance policies will reshape operations. Take a breath first though — you’re on top now!
When James rang that opening bell at the exchange finally as a public CEO, cheers erupted from the crowd below. We snapped photos grinning ear to ear like little kids.
*“Dude, we freakin’ made it somehow,” he laughed. “Even after all the drama it took getting here!”*
I have to admit, the jubilant dance on the top floor with founders post-IPO feels just as sweet each time to me too. Hard-earned vindication after the journey we drag them on!
So what do you think — ready to tango towards an IPO? Just wanted to pull back the curtain so you know the blood, sweat and tears we’ll ask of you in the march towards the promised land! But damn, what a triumphant feeling once you get there. Let me know if you want a guide by your side who has made that trek many times before!
Digging Deeper into the Numbers
Now that we’ve surveyed the landscape of the IPO process, let’s drill down on some of the critical financial factors at play as you contemplate going public.
Valuation: More Art Than Science
Arguably the biggest question swirling in founders’ heads throughout the IPO preparation: what will our company actually be worth?!
Sorry to disappoint, but financial valuation involves as much art as it does science in these situations. The investment bankers you select as underwriters will guide you through comparing valuations of similar publicly-traded companies. You’ll also estimate future cash flow potential.
But ultimately negotiating an appropriate valuation with prospective investors means pushing and pulling various levers:
* Growth Rate: Are you expanding at breakneck speed or more measured trajectory?
* Profitability: Do you have positive cash flow already or are still proving business viability?
* Total Addressable Market: What share of a small niche or huge mass market are you targeting?
* Competitive Advantages: Do you have a secret sauce protected by IP that’s hard to replicate? Unique data troves?
There are no firm rules on ideal valuations — depends largely on your specific growth story and market landscape. But expect some back-and-forth before settling on what your pre-IPO company is worth.
The Burn Rate Dilemma
Here’s another financial gut check: evaluate how long your current funding runway lasts based on operating expenses. Pursuing an IPO can take 12+ months. The process also often requires new investments pre-launch to spruce up operations.
Crunching these numbers, some founders discover they risk depleting reserves halfway through the IPO journey unless they secure interim financing. I’ve seen some instead opt for late-stage private capital raises to pad budgets first before braving public markets.
So scrutinize your burn rate closely early on. Entering an IPO cash-strapped adds unnecessary stress. Better to know upfront if you need a cash booster shot beforehand!
Analyst Coverage Matters
Here’s an underappreciated benefit to weigh with an IPO beyond the capital raised itself: Wall Street analyst coverage.
See, influential analysts at top investment banks initiate stock coverage with “Buy” ratings for certain IPO companies. This draws investor eyeballs. The lack of coverage conversely causes some public companies to languish undiscovered.
So as you evaluate prospective IPO underwriters, review which also pledge analyst coverage to augment their marketing. These reports splashing your company’s name regularly across investor news feeds can drive ongoing interest.
Locking Arms with the Right Partners
If I haven’t emphasized enough already, surrounding yourself with a battle-tested team proves paramount when pursuing an IPO. The process bears too many pitfalls for the inexperienced.
Let’s examine some of the key outside experts founders should evaluate enlisting:
Transaction Attorneys
Specialist IPO lawyers become invaluable navigating regulatory nuances and negotiating terms with underwriters. They earn their keep avoiding legal landmines that could torpedo deals. They also interface with SEC officials reviewing registration statements.
Do your homework here — not just any corporate attorney will do. Look for hands-on IPO closings experience specifically. Also verify the law firm itself maintains solid Wall Street relationships.
Investor Relations Consultants
Think of IR specialists as your communications war room once public. They orchestrate quarterly earnings calls, press releases, investor meeting logistics — it’s a blur. IR consultants also advise on stock exchange rules and compliance issues so your existing leadership stays focused on business operations.
Independent Board Members
Remember, we discussed recruiting independent directors early in the IPO prep phase? I can’t stress enough the value public company governance experience lends.
Seeking out board members who guided other enterprises through IPOs and beyond proves invaluable. They augment perspectives when deliberating over issues like executive pay frameworks and financial reporting procedures in the public eye.
Setting New Leadership Priorities
The final key IPO takeaway often surprises founders: embracing leadership life in the public market fast lane. Going public turbocharges operations — for better and worse.
Succeeding long-term post-IPO involves delegating day-to-day business minutiae more to focus leadership bandwidth on big picture growth. External responsibilities also pile up like:
* Quarterly Earnings: CEOs become the face of reporting financial results 4x yearly. These shareholder calls are doozies preparing for as companies face amplified scrutiny on targets.
* Investor Outreach: From analyst meetings to industry conferences to ad-hoc inquiries, expect a perpetual investor courtship circuit.
* Corporate Governance: New formal processes arise around financial planning, executive pay rules, board oversight. More structure = less flexibility.
The glitzy IPO after-party inevitably gives way to the sobering reality of life managing heightened external accountability. But organizations that leverage the moment to fortify corporate priorities often thrive under this pressure over the long-term.
So there you have it — an insider’s guide to the exhilarating yet grueling ride towards going public. Still ready to take the plunge with eyes wide open? Harness the experience of advisors like us who have tread this ground repeatedly and we’ll make the journey with you — from those early prep months all the way to ringing that opening bell!
FAQS
1. When’s the right time to go public?
Ideal timing involves demonstrating 12-18 months of rapid growth trajectory. Markets get excited by momentum. Begin IPO prep once concrete expansion plans materialize needing capital to fuel them faster. Don’t rush an IPO before establishing business fundamentals.
2. How long does the IPO process take?
Typical IPOs take 12-18 months from initiating prep to final listing. However, 3-4 months upfront are spent on operational upgrades first. The SEC registration process itself averages 6 months assuming no delays or amendments. Then 3-4 months of investor marketing follow.
3. What costs should I anticipate with pursuing an IPO?
Upfront costs range from $500k for smaller offerings to $1-2 million for larger IPOs. These expenses encompass items like external auditor fees, legal counsel, printing, listing costs. Your underwriting bank commissions also represent 7% of capital raised.
4. Can I withdraw my IPO filing later on?
Yes, companies can withdraw IPO registrations without major penalty, especially if market conditions shift. Your underwriters will monitor demand signals helping determine if delays or withdrawal become advisable. However, legal/accounting costs sunk to that point are unrecoverable.
5. What factors most influence IPO investor appeal?
Compelling growth trends and scalability potential sway investors most rather than just impressive gross revenues currently. Paint a vivid market opportunity story. Metrics like 2-3 year CAGR, repeat customer rates and margin trajectories indicate sustainability.
6. Should I worry about stock price volatility post-IPO?
Pricing swings inevitably stress executives, but focus efforts on company performance, not external market fluctuations. Volatility typically declines after the IPO lockup period expires. Conservative guidance setting also tempers surprises fueling price volatility.
7. How do companies set IPO offer prices with underwriters?
Your underwriting banks gauge investor demand for valuation range based on growth prospects. Maximum support levels get identified through marketing. Final offer prices reflect those institutional investor limits — factoring in any first day trading “pop”.
8. What’s the difference between an IPO and Direct Listing?
Direct listings directly release existing private company shares to public markets sans underwriters marketing offerings first. This route saves costs but forfeits underwriting support and lacks influx of fresh primary capital.
9. How much stock liquidity do insiders lose with lockup periods?
IPO lockup periods (typically 180 days) restrict insider share sales, preserving stock liquidity. But executives sometimes get surprised later seeing large volumes of stock flooding markets as restrictions expire. Staggering sales then helps.
10. Do companies need to be profitable to IPO?
No. Many high-growth tech IPOs boast strong revenue expansion despite net losses still. Communicating a clear path to profitability eventually proves critical however to validate market potential long-term.
11. How do I select our exchange for listing?
Nasdaq tails to tech/healthcare/services companies given listing requirements suited to growth stocks. NYSE works better for industrial/financial sector IPOs wanting prestige. Expect listing fees around $150k-$500k depending on revenue scale and bankers.
12. What governance changes happen after an IPO?
Public scrutiny means implementing added management controls, independent board expansion and committees (e.g audit/compensation). Separating Chairman/CEO roles also grows common to balance authority.
13. How much stock should I allot employees pre-IPO?
There are no fixed formulas on employee stock pool percentages, but 5-10% proves typical. Granting shares before IPOs rewards and retains talent as values spike post-listing. Allocating too much equity gets expensive however.
14. When should I start preparing the S-1 draft prospectus?
Initial S-1 drafting often begins 6-9 months prior to the expected IPO calendar date, which corresponds with the kickoff of audited financials used. It then takes repeated drafting cycles fine tuning details.
15. Who holds liability around financial disclosures within the IPO prospectus?
Technically, legal liability around accuracy of details in SEC filings fall upon signing executives like the CEO/CFO. Underwriter banks help fact check but won’t indemnify companies. So exhaustive diligence proves vital.
16. Can any investor participate in an IPO?
IPO share allocations prioritize large institutional buyers more likely to hold positions long-term. Individual investors gain access post-listing. However, some IPOs allot retail investor share tranches through brokers facilitating access.
17. How do companies prepare for life under quarterly scrutiny?
The post-IPO rhythm changes dramatically around earnings calls and reports every 3 months. Executives needing guidance should tap directors boasting public company expertise. Consensus building grows more deliberative, navigating these cycles.
18. What if the stock stumbles early post-IPO?
Don’t panic if shares sag initially! Many stocks take months consolidating before inflecting upwards again. Patience pays as long as financial results align with prospectus projections. Steady execution ultimately sustains valuations over knee jerk reactions.
19. How can companies determine the IPO offer size?
Juggling growth investment needs versus stock dilution proves tricky. Typical IPO raises equate to 25-30% of outstanding shares. But conservatively-run enterprises often start smaller to test public investing appetite before additional secondary offers.
20. Are there alternatives to IPOs for access to public markets?
Yes, “reverse merger” options exist for public listings without capital raises immediately. This path involves acquiring a listed shell company first as a vehicle for public listing to sidestep the full IPO process.
21.What steps help avoid post-IPO lawsuits?
Meticulously assembling and fact-checking IPO disclosures limits legal risks later. Vetting all public financial reporting through auditors, directors and legal counsel also bolsters diligence defense. And secure good D&O liability insurance as an added buffer!