Activity/ Responsibility/ Notes & Approx. timing (starting July 2017

 

Prior to IPO process commencement (30-60 days prior)

  1. Company prepares/refines executive summary/business plan.  Should be as detailed as possible to facilitate drafting of the registration statement document for the IPO (the “Registration Statement”).

  2. Company reviews management/board structure for public company experience.

  3. Company appoints independent auditor to audit the Company’s financial statements and review required unaudited financial statements.

  4. Underwriter for the IPO (the “Underwriter”) prepares an engagement letter between setting forth terms such as compensation, etc.  The engagement letter serves as the understanding of the parties until a definitive Underwriting Agreement is executed at the time the IPO is priced.

  5. The Company gathers due diligence information regarding the Company, which will be used to (i) draft the narrative portions of the Registration Statement and (ii) provide to the Underwriter for its diligence purposes.

Week 1

  1. Underwriter counsel to begin due diligence (they will provide a checklist for Company to respond to).  Dataroom established by Company.

  2. Company retains independent directors or director nominees.  

  3. Company and its counsel begin to draft the Registration Statement.  Comments provided by the Underwriter and its counsel.

  4. Company appoints financial printer who will prepare the electronic version of the Registration Statement for filing with the U.S. Securities and Exchange Commission (“SEC”) and, ultimately, print hard copies for investors.

 

Week 4

  1. Initial Registration Statement is filed with the SEC.  It takes the 30 days for the SEC to respond with initial comments to the Registration Statement. 

  2. Underwriter files Registration Statement with FINRA for review of underwriter compensation per FINRA rules.

  3. Company files listing application with NYSE or NASDAQ (the “Exchange”)

 

Weeks 5-8

  1. Company arranges for transfer agent and CUSIP number for common stock.  Underwriter arranges for DTC eligibility.  These matters will allow for electronic trading of the common stock.

  2. Company and Underwriter begin to prepare road show presentation.  Counsel reviews and comments.

  3. Underwriting Agreement and other documentation prepared and negotiated.

 

Weeks 8-9

  1. SEC, FINRA and Exchange comments received

  2. Working group prepares revised Registration Statement based on comments and submits responses to comments

Weeks 10-18 (variable based on comments)

Further comment and response correspondence and amended Registration Statements exchanged with the SEC, FINRA, states authorities and the Exchange.

 

Weeks 18-21 (assumes longer review process; could be sooner)

  1. When regulatory comments are reduced to a comfortable level, preliminary prospectuses (“red herrings”) are printed.

  2. Road show commences (calendar prepared by Underwriter; timing generally dependent on completion of due diligence, resolution of substantive issues with the SEC, and market conditions).  Road show process is 2-3 weeks.

  3. Final regulatory comments cleared.

 

Week 21-22

  1. Based on investor demand, pricing of the IPO is negotiated.

  2. SEC declares Registration Statement effective.

  3. Underwriting Agreement is executed.

  4. Trading commences day after pricing.

  5. Closing occurs of the third day after first trading.

 

By Week 28 (up to 45 days after closing)

Underwriter may exercise over-allotment option to purchase additional shares from the Company, which requires a second closing.

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