By Eric Hall
We’ve all heard the phrase “Speed to Market.” But how many have heard “Speed to Exit?” Probably not many, since I just created it. It really is a phrase that should be part of every CFO’s vocabulary. Speed to exit is the driving force to get a liquidity event, like an IPO, completed as quickly as possible.
I’m sure many of you have heard that it takes 6 months to a year to get an IPO completed. But having done four IPOs in the past two years, I know you can actually get an IPO completed in as little as four months. So how do you achieve maximum “speed to exit”?
So how do you achieve maximum “speed to exit” when it comes to an IPO?
The key is one simple concept – planning.
The first task for you to complete is preparation of an IPO schedule. Start with the drafting of the business section of the S-1, which will take 2-4 weeks of time. You can draft it in-house or hire a consultant to do the drafting. While the business section is being drafted, send out an RFP to the investment banks you are considering. Give them a week to respond. This should not be a problem since it does not take them long to update their presentations for your requirements. You should have your “bake off” of prospective bankers completed by the end of the third week with Board approval obtained in the fourth week. Your lead left investment bank will have their pick for underwriters’ counsel. Your job is to make sure that your outside counsel does not have any issues with your investment bank’s choice of underwriter counsel.
It’s also time to crank up your Investor Relations/Public Relations (IR/PR) firm. I often get asked when is the best time to pick an IR/PR firm. The moment you start considering an IPO, de-SPAC, or other liquidity event is when you need to hire your IR/PR firm. You need to start reaching out to the investment community early to test their reception of an IPO for your company. Your IR/PR firm can do this discretely and effectively. You can also use your IR/PR firm to meet with analysts and set up meetings with your investment banking team’s analysts. This actually assists your investment banking team since there are restrictions limiting their contact with the “sell side” of the bank. Remember, an IPO requires a successful sales effort by your company. Your IR/PR firm will also help you prepare your Test the Waters (TTW) and roadshow presentations. A good IR/PR firm is worth every cent they cost.
During the first month you should also be meeting with your preferred stock exchange, deciding on your financial printer, picking a stock transfer agent, and managing through other housekeeping details like a Directed Shares Program (the old “Friends & Family”), lining up insider participation, working on the capitalization table, and getting prepared for your audit.
You don’t need to have your audit and F-pages (the financial section in your S-1) completed until you file publicly, which is usually 5-6 weeks after your confidential filing. That provides 8-10 weeks to get your audit completed. And like any good CFO, you’re fully prepared and ready to for your audit. Right?!!!
Your kick-off meeting for the drafting the IPO’s S-1 should start at the beginning of the second month of your process. This is when the investment banks in your syndicate take over. Your investment banking, legal, and company teams will all be attending this meeting. Your role as CFO is to manage the process by making sure that all parties are working together and staying on schedule, marshalling resources, and resolving issues. You’re keeping a lot of balls in the air and you need to be good at working parallel and sequential processes simultaneously. It should take three to four weeks to draft and file your confidential S-1 with the SEC. Managing your printer is also part of this process. Try to minimize changes at the printer if you want to keep costs down. Counsel will now have control of the master document and will ensure that the printers get a clean document for your printers to enter into the SEC filing format.
While you’re waiting for the SEC’s response to your confidential S-1 filing, it’s time to start the TTW process. Again, your investment banks and IR/PR firm will be coordinating the process and setting up meetings. Not being able to meet in person because of COVID has, in my opinion, improved the roadshow and TTW process. Zoom meetings can be scheduled across multiple time zones so that you can meet with more potential investors and very efficiently. No more racing for planes, trains, and automobiles. No late-night arrivals at hotels and room service at midnight. I truly hope we don’t go back to the old ways of handling TTW and roadshow meetings.
You will also need to reach out to your insurance broker and start the D&O process. It takes about two months to present to potential underwriters, entertain quotes, and make your decision. I will warn you that D&O insurance is not cheap. Expect to pay at least $2 million with the average spend around $3. Retention will be in the range of $7.5-$10 million. You really are self-insuring a part of the company’s balance sheet.
Once you receive the SEC’s comments you can provide your responses in a week to ten days, sometimes sooner. This doesn’t have to be your public filing. You still have time to prepare. Responses from the SEC will be faster after this filing, usually a week to two weeks. You will incorporate your responses along with your audited financials in the F-pages of your public S-1 filing. Don’t worry if the final information is not complete, because it won’t be! The public filing of your S-1 starts the 15-day quiet period. No discussion of your IPO or the company, publicly or privately, should occur during this period. Legal counsel will prep you on what you can and cannot do or say.
The “red herring” filing will occur at the end of the quiet period. You’re now two and a half months since your kick-off meeting and two weeks away from the IPO. The red herring version of your IPO will contain the pricing information, updated cap tables, and completed financial information and F-pages in your prospectus. After the red herring S-1 is filed, the roadshow starts. This used to take two weeks, but thanks to COVID and Zoom you can get it done in as little as three days and still present to 40-60 institutional investors.
You will price your IPO at the end of the roadshow and after the market closes the day before your stock begins to trade. Technically, you are now public-. Your first trading day will be the following day when the market opens. Counsel will file your amended prospectus, known as the S-1/A, on your first trading day.
Your stock is now officially traded on the Nasdaq or NYSE. This is true “speed to exit.” The total time since you had your official kick-off meeting with your investment bankers and counsel was three to four months. Organization and execution to a tight schedule yields proven results. It is also not nearly as stressful as you would think. Personally, I think the “Speed to Exit” approach keeps everyone focused and driving to the common goal: your IPO. And there are fewer distractions during the process.
“Speed to Exit” for an IPO of for any liquidity event is based on effective planning, proactive scheduling, and efficient execution, according to plan and schedule. The sooner you can get an IPO completed, the better. Taking longer subjects the company to market risk and a potential failed IPO. As experienced CFOs know, the windows for IPOs can close suddenly for reasons you never thought of and are completely out of your control. Speed to Exit will give you the best results once you decide to go public through an IPO.
If you need an experienced chief financial officer to advise your team and board in preparation for an IPO, do reach out to me or to any of our partners at FLG. We’re happy to help.