smooth sailing for a successful ipo: finance & legal tips for going public and being newly...

Smooth Sailing for a Successful IPO How to prepare for high seas and big adventure

August 6, 2015

Welcome!

  About today’s webinar: (housekeeping) •  1 hour online program

•  You can submit questions at any time through the “chat” box on your lower right side of the console

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•  We are recording this event and will circulate the replay link to you

Agenda

  Introduction: The IPO Journey Susan

  Navigating Legal Waters Matt

  Strengthening Finance Operations Diana

  Executive Priorities Susan

  What to Watch Out For Panel

  Final Thoughts Panel

Bio - Diana Gilbert

Diana has 30 years of corporate and operational finance experience focusing on technical accounting, process improvement and financial systems, due diligence and transitional support for mergers, acquisitions and divestitures, SEC reporting, Sarbanes-Oxley, and revenue recognition.

She is the Director of RoseRyan’s Technical Accounting group and a member of the Corporate Governance team. As a RoseRyan senior consultant she has advised such clients as AcelRx Pharmaceuticals, Alexza Pharmaceuticals, ArcSight, Bell Biosciences, Catellus Development, Cepheid, Coupons.com, DNAnexus, Informatica, Mendel Biosciences, Mimosa Networks, Vivus, and Zynga. Prior to RoseRyan, she held Corporate Controller positions at VNUS Medical Devices, Electroglas and Digital Interiors, various management positions at HearMe and CIDCO, and was a Senior Manager at KPMG.

Diana is a CPA (inactive), and holds a BS in Business-Accounting from San Jose State University.

Senior Consultant RoseRyan, Inc.

Bio - Matthew Rossiter Partner

Fenwick and West LLP

Matthew Rossiter represents startup companies, established public companies and venture capital investors, with particular focus on the healthcare and enterprise software industries. He advises clients on a variety of corporate and intellectual property transactions, including the formation of startup ventures, equity and debt financings, mergers and acquisitions, and complex commercial and intellectual property transactions. Matt is the lead researcher and co‐author of Fenwick & West’s Life Sciences Financing Survey, a biannual report that analyzes the valuations and terms of venture financings for the U.S. life science companies, as well as trends in life science financing, VC fundraising, M&A and IPO activity.

In addition, Matt served as an interim in-house legal counsel for Virgin America during the startup phase of its operations. Matt is a frequent lecturer at Stanford Law School and Wharton Business School. While in school, Matt was a member of the Duke Law Journal and was named recipient of the Faculty Award in Business Organization and Finance.

Bio – Susan Berland Consultant

Finance & Strategy

Susan Berland is a financial executive with expertise in diverse areas of financial management and business transactions gained in over 20 years of experience. She has been a member of management teams that have concluded successful financings as secondary and IPO stock offerings, debt instruments, and private placements. Her senior management experience has included the positions of Chief Financial Officer for Mendel Biotechnology, Poniard Pharmaceuticals, Director in Monsanto’s Company’s corporate M&A group, and then subsequently leading that Company’s Financial Planning function through their merger with Pharmacia & Upjohn.

She has worked in a variety of industries including life sciences (pharmaceuticals, molecular diagnostics, and medical devices), agriculture (seed operations, biotechnology, and crop protection), and telecommunications.

As a consultant to the life sciences industry her clients have included such companies as Veracyte Inc., Atreca Inc., Presidio Pharmaceuticals, Sierra Surgical Technologies, Ceres Inc., and Richmond Chemical Co. Ms. Berland holds MBA and BBA degrees from the University of Wisconsin – Milwaukee.

Introduction

The IPO Journey

Phase 1 Phase 2 Phase 3

1-2 years prior to IPO

IPO Process

Newly Public

  Early decision focus to support being public

  Evolve policies & practices

  Build relationships with investors, analysts, press

  Educate employees

  Team / roles

  Timeline

  Messaging: internal & external

  Document creation, SEC filings

  Roadshow

  Be ready for the ‘day after’

  Communications and Public Image

  SEC reporting, XBRL

  Deadlines

  Earnings release, EPS, metrics

  Compliance

Navigating Legal Waters

Matthew Rossiter Fenwick & West LLP

Key Legal Considerations



IPO Process

Newly Public

  What it takes (… to be a marketable public company)

  Management team and board development

  Get to know investors

  Raise public profile

  Mezzanine (“cross over”) financing

  Intensive 4-6 month process

  JOBS Act has changed the game

  Confidential filing and marketing

  Relaxed disclosure requirements

  Disclosure of material developments

  Affirmative obligations

  Investor expectations

  Regulation FD

  Building relationships with analysts and investors

  Guidance (earnings and key developments)

JOBS Act   Confidential S-1 submission

•  Must flip public 21 days before road show

  Improved marketing of IPO process •  “Testing the waters” meetings (marketing to QIBs and

AIAs) pre- and post-org meeting

•  Relaxation of rules re research analysts

  Relaxed IPO and post-IPO disclosure obligations •  Reduced S-1 financial statement requirements

•  Reduced executive compensation disclosure

•  Exempt from SOX 404(b) auditor attestation

Life as a Public Company   Transitioning out of EGC status

•  5th year after IPO or sooner if public float > $700M

  Disclosure of material developments •  Affirmative obligations – Form 8-K etc.

•  ‘Voluntary’ disclosure, driven by: •  Investor expectations, Regulation FD

•  Insider trading concerns

•  Exchange listing requirements

•  Operating a good disclosure committee

  Building relationships with analysts and investors •  Same principles as for ‘voluntary’ disclosure

Strengthening Financial Operations

Diana Gilbert RoseRyan

Getting Your House in Order



IPO Process

Newly Public

  Technical accounting

  Equity

  Financial audits

  Streamline close

  Internal controls

  Systems

  Data warehouse

  Team / roles

  Timeline

  Messaging

  SEC response team

  SEC reporting

  Deadlines

  Earnings release

  EPS, Metrics

  XBRL

  SOX 404

Start Acting Like You’re Already Public



IPO Process

Newly Public


  Equity




  Systems

  Data warehouse

  Team / roles

  Timeline

  Messaging


  SEC reporting

  Deadlines


  EPS, Metrics

  XBRL

  SOX 404

Put the Right Team in Place



IPO Process

Newly Public


  Equity




  Systems

  Data warehouse

  Team / roles

  Timeline

  Messaging


  SEC reporting

  Deadlines


  EPS, Metrics

  XBRL

  SOX 404

Shift Into High Gear



IPO Process

Newly Public


  Equity




  Systems

  Data warehouse

  Team / roles

  Timeline

  Messaging


  SEC reporting

  Deadlines


  EPS, Metrics

  XBRL

  SOX 404

Internal Controls



IPO Process

Newly Public


  Equity




  Systems

  Data warehouse

  Team / roles

  Timeline

  Messaging


  SEC reporting

  Deadlines


  EPS, Metrics

  XBRL

  SOX 404

Management’s Challenge: Confident Leadership Through Major Change

Susan Berland Finance & Strategy Consultant

Who You Know and What You Say Matters



IPO Process

Newly Public

  Management/Board

  Have the right resources

  Prepare for legal & financial scrutiny

  Build relationships & public image

  Find & fix your weaknesses

  Filings, Roadshow, Pricing, Listing

  Team / roles

  Timeline

  Messaging

  Constant communication

  Rapid Response

  SEC Reporting

  Investor Relations

  Talking to The Street

  Company Insiders

  Earnings Release

  Compliance

Start Early: Skills and Quality Processes Take Time



IPO Process

Newly Public


  Team / roles

  Timeline

  Messaging


  Rapid response

  SEC Reporting





  Compliance






Getting the Show on the Road



IPO Process

Newly Public







  Team / roles

  Timeline

  Messaging


  Rapid Response

  SEC Reporting





  Informed Employees

Sustained Success After the IPO



IPO Process

Newly Public


  Team / roles

  Timeline

  Messaging


  Rapid response

  SEC Reporting





  Informed Employees






What to Watch Out For

What to Watch Out For

  Perspective of the Officer Susan Berland

  Perspective of the Attorney Matt Rossiter

  Perspective of the Accountant Diana Gilbert

Final Thoughts

Resources – where to get more   Whitepapers: (from RoseRyan)

•  The IPO Journey - 6 potential obstacles to avoid

•  Ensuring a smooth ride as a newly public company - explores Day 2 dilemmas

•  Ace your IPO filing

•  IPO in your future?

•  Download at : http://www.roseryan.com/roseryan-intelligence/

  IPO Trends survey 2014 (from Fenwick & West) •  https://www.fenwick.com/publications/pages/technology-and-life-sciences-ipo-

survey-2014-full-year.aspx

  An Overview of IPO Process (from Fenwick & West) •  https://www.fenwick.com/publications/Pages/An-Overview-of-the-IPO-

Registration-Process.aspx

Thank You

Contact Us

Susan Berland [email protected]

Diana Gilbert [email protected]

Matthew Rossiter [email protected]