From PLI s Treatise Initial Public Offerings: A Practical Guide to Going Public #19784 PREPACKAGED BANKRUPTCY AND PREARRANGED BANKRUPTCY PROCESS

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1 Fom PLI s Teatise Initial Public Offeings: A Pactical Guide to Going Public # PREPACKAGED BANKRUPTCY AND PREARRANGED BANKRUPTCY PROCESS Deyck Palme Jessica Fink Cadwalade, Wickesham & Taft LLP Disclaimes and Suggested Refeences: The outline that follows povides a geneal oveview of etiee medical benefit VEBAs, with specific focus on the VEBAs ecently poposed by the Big Thee U.S. automakes. The autho is by no means an expet on medical benefit plans o VEBAs. No can the autho claim special insight into any aspect of the Big Thee VEBAs. The infomation in this outline is gleaned entiely fom public souces. Fo two vey pactical efeences on etiee medical and VEBAs see: (1) the ABA-JCEB teleconfeence Shifting Retiee Health Benefits fom Employes to VEBAs (Decembe 6, 2007 available in achived teleconf fomat o CD), in which Nell Hennessey, Douglas Geenfield, Kaen Handof and Vicki Hood do a teific job descibing the backgound on union etiee medical and the Big Thee VEBAs and (2) Jones Day Commentay Who Killed Yad-Man (Ap. 2007), a Jones Day client newslette available on-line which povides an excellent summay

2 Chapte 9 Assembling the IPO Team 9:1 Intoduction 9:2 Management and Employees 9:2.1 CEO and CFO 9:2.2 New Positions [A] Contolle [B] Additional Finance and Accounting Staff [C] Geneal Counsel [D] Investo Relations Pesonnel [E] Stock Plan Administato [F] Intenal Audito [G] Webmaste 9:3 Boad of Diectos 9:3.1 Boad Composition 9:3.2 Compensation fo Outside Diectos 9:4 Company Counsel 9:4.1 Selection Citeia 9:4.2 Sample Questions/Requests fo Company Counsel Candidates 9:5 Independent Accountants 9:5.1 Big 4 o Not? 9:5.2 Switching Auditos Pio to an IPO 9:5.3 Sample Questions/Requests fo Independent Accountant Candidates 9:6 Managing Undewites 9:6.1 Identifying Possible Candidates 9:6.2 Bases fo Evaluating Potential Managing Undewites [A] Tack Recod [B] Team Membes [C] Commitment to the Company [D] Distibution Reach and Mix [E] Aftemaket Suppot 9 1

3 9:1 INITIAL PUBLIC OFFERINGS [F] Pestige and Reputation [G] Client Satisfaction [H] Economic Factos [I] Financial Stength and Stability [J] Othe Capabilities 9:6.3 The Selection Pocess [A] Naowing the Field [B] Designating Lead Managing Undewites [C] Selecting Co-Manages [D] Being Evaluated by the Undewites [E] Confidentiality Ageements 9:6.4 Sample Questions/Requests fo Managing Undewite Candidates 9:7 Undewites Counsel 9:8 Consultants and Advisos 9:8.1 Compensation Consultant 9:8.2 Investo Relations Fim 9:8.3 Accounting Consultant 9:8.4 IPO Consultant 9:9 Outside Vendos 9:9.1 Financial Pinte 9:9.2 Tansfe Agent 9:9.3 Vitual Data Room Povide 9:9.4 Electonic Road Show Host 9:9.5 Banknote Company 9:9.6 Option Administato 9:10 Changes in the IPO Team 9:1 Intoduction As pat of its IPO pepaations, the company must assemble the goup of employees, boad membes, outside pofessionals, and advisos who ae needed fo the IPO jouney and subsequent life as a public company. In addition to company management and new hies with specific skill sets, the IPO team will include company counsel, independent accountants, managing undewites, undewites counsel, othe advisos, and vaious vendos. This chapte descibes the pincipal membes of the IPO team, in the appoximate ode in which they should be in place, and suggests selection citeia fo each. In assembling its IPO team, the company should always emembe that thee is no substitute fo expeience when the stakes ae high and time is shot hallmaks of evey IPO The oles of the key IPO paticipants ae discussed in chapte

4 Assembling the IPO Team 9:2.2 9:2 Management and Employees 9:2.1 CEO and CFO The CEO and CFO ae essential to the success of the company s IPO. If the incumbents do not possess the combination of expeience, knowledge, communications skills, vision, and integity needed to lead the company though the IPO pocess, woo investos on the oad show, and tend to public company obligations afte the closing all while managing the company s opeations the boad will need to conside defeing the IPO o changing the company s leadeship. The skills needed to manage a company fom fomation though pivate funding and expansion ae vey diffeent fom those equied fo the IPO pocess and public company life; many entepeneu-ceos do not fit both oles equally well. Similaly, it is not uncommon fo a company going public to seek a moe seasoned CFO, even when the existing CFO has been moe than adequate fo the company s needs while pivately held. 9:2.2 New Positions On top of nomal hiing to meet its gowing business needs, most IPO companies need to add othe capabilities. [A] Contolle The company should have a contolle on boad befoe completing the IPO, and pefeably six to twelve months befoe the oganizational meeting paticulaly if the CFO has moe of a finance than an accounting backgound. The contolle should be well gounded in accounting and public company epoting. Many contolles have pio wok expeience in public accounting fims, although the company must be mindful of the estictions on hiing out of thei own independent accounting fim. Familiaity with industy-specific accounting issues is vey helpful. [B] Additional Finance and Accounting Staff Additional finance and accounting employees will be needed to assist with vaious public company esponsibilities, including pepaation fo section 404 of the Sabanes-Oxley Act and public epoting mattes. The size and timing of these staffing needs vay among companies, but geneally some new employees ae hied duing the IPO pocess and othes ae added as the company s needs develop ove time. Pio expeience with thei anticipated esponsibilities is vey impotant fo these hies, since few IPO companies can affod the luxuy of on-the-job taining fo new employees. 9 3

5 9:2.2 INITIAL PUBLIC OFFERINGS [C] Geneal Counsel A geneal counsel can make significant contibutions to the IPO pocess, paticulaly if hied at least six to twelve months befoe the oganizational meeting in time to become familia with the company s business, contacts, and copoate affais, and to paticipate with outside company counsel in public company pepaations. Even if the company does not intend to ely on its geneal counsel fo secuities elated wok which has become inceasingly challenging with the gowing complexity of and apid change in secuities law it is always desiable, and sometimes necessay, fo the geneal counsel to have at least some public company expeience. Industy familiaity is helpful, and pio expeience as a geneal counsel o senio in-house lawye is also useful. If the geneal counsel does not have public company o secuities expeience, the company may need to add a secuities lawye to its legal staff; many companies also hie a paalegal at this point. [D] Investo Relations Pesonnel Although some pivate companies employ public elations pesonnel, most pivate companies ely on the CEO o CFO to handle any stockholde elations mattes that come up. Following an IPO, additional esouces must be devoted to investo elations. Some companies combine intenal staff with pofessional advisos, while othe companies ely entiely on outside fims. (Fo bette o wose, the CEO and CFO usually must maste many investo elations skills to suvive in a public company.) By the time the IPO is closed, the company should have plans in place to fill this function. Key attibutes hee include pofessional expeience, knowledge of the company, and familiaity with its industy. [E] Stock Plan Administato In most pivate companies, thee is no fomal stock plan function. Stock and option ecods ae usually maintained by the CFO o counsel, and ageements ae geneated by counsel, o by the CFO using foms supplied by counsel. An IPO company must hie a qualified tansfe agent to handle stock tansfes and ecod keeping. Although some stock plan functions also can be outsouced, most public companies have a need fo an intenal stock plan administato who usually esides within the human esouces o finance goups because of the complexity of public company stock plans and the need fo timely and accuate stock option documentation. Many of the option backdating poblems that have come to light in public companies wee caused by sloppy o incomplete ecod keeping. 9 4

6 [F] Assembling the IPO Team 9:2.2 Intenal Audito The basic ole of an intenal audito is to povide an objective evaluation of the company s intenal contols, identify actual and potential poblems, and ecommend coective action. The intenal audito may also monito compliance with policies, pocedues, and egulations, assess the efficiency of business pocesses, and pefom othe audit functions. Although the intenal audito is not an adjunct to the company s independent accounting fim, the extenal audito is pemitted within pofessional guidelines to take the intenal audito s findings into account when auditing the company s financial statements o its ICFR. The intenal audito usually has a dual epoting elationship to the company s management and audit committee. In some companies, the intenal audito is an employee, while othe companies outsouce this function to an accounting fim othe than the company s independent audito. Although not equied by SEC ules, the intenal audit function can be an impotant component of a company s oveall system of financial and accounting contols. Few pivate companies have an intenal audito, but many companies establish this capability afte going public. 2 As with othe finance and accounting pesonnel, an intenal audito whethe a company employee o an accounting fim to whom the function has been outsouced should have public company expeience and be familia with the company and its industy. [G] Webmaste Immediately afte an IPO, the company s website must begin to function as a timely and eliable epositoy of vaious types of investo infomation due to SEC equiements, stock exchange ules, and investo expectations. These new esponsibilities ae accompanied by potential liability, since the fedeal secuities laws geneally apply in the same manne to the content of a company s website as to any othe statements made by o attibutable to the company. The company will need to designate someone familia with the applicable legal ules and knowledgeable about the company to eview and appove all mateial befoe it is posted on the website NYSE ules equie all listed companies to have an intenal audit function. 3. This and othe issues elated to the company s website ae discussed in detail in chapte 23. See section 23:7 et seq. 9 5

7 9:3 INITIAL PUBLIC OFFERINGS 9:3 Boad of Diectos 9:3.1 Boad Composition The IPO pesents both a need and an oppotunity to eset the boad. As IPO planning pogesses, the company should eevaluate the post-ipo composition of its boad of diectos and boad committees, 4 fo the following easons: The boad will need to satisfy independence standads unde SEC and applicable stock exchange ules. The audit committee should have at least one audit committee financial expet, as defined by SEC and applicable stock exchange ules. Thee ae secuities law advantages if each compensation committee membe qualifies as a non-employee diecto fo puposes of section 16 of the Exchange Act 5 and tax law advantages if each is an outside diecto fo puposes of section 162(m) of the Intenal Revenue Code. 6 It may be necessay o desiable to add boad membes with public company expeience. Additional independent diectos may be useful to shae the buden of the boad s thee pincipal committees geneally, at least five independent diectos ae needed to enable a easonable allocation of committee duties. Diectos appointed by ventue capital investos often depat afte the IPO lockup peiod ends and thei funds shaeholdings ae distibuted to thei limited patnes. Although phase-in ules apply to the diecto independence standads and thee is no technical deadline fo most of the othe equiements summaized above, the boad should begin discussing potential changes in boad composition appoximately a yea befoe the IPO. Time will be needed if new membes ae to be ecuited: The pool of qualified and willing boad candidates has shunk in ecent yeas, due to moe stingent independence equiements, inceased wokloads (effectively limiting the numbe of boads on which an individual may sit), and a peception of inceased pesonal exposue to liability. Evey diecto of the company egadless of tenue even 4. SEC, stock exchange, and Intenal Revenue Code equiements applicable to boad and boad committee membeship ae discussed in chapte The composition of compensation committees is discussed in chapte 5. See section 5:4.2[A]. 6. Fo discussion of the section 162(m) equiements fo qualification as an outside diecto, see section 22:

8 Assembling the IPO Team 9:3.2 including pesons named in the Fom S-1 as having ageed to become diectos, whethe o not they have actually assumed the ole has potential liability fo the contents of the Fom S-1. 7 As a esult, candidates typically join a boad sufficiently in advance of the IPO to paticipate in the eview of the Fom S-1 along with the othe diectos, o defe thei candidacy (without being named in the Fom S-1) until afte the IPO. Planning Tip If new diectos ae to be added to the boad of diectos in connection with the IPO, they geneally should join at least six months befoe the oganizational meeting in ode to get familia with the company and contibute to the IPO pocess. 9:3.2 Compensation fo Outside Diectos The boad also needs to establish and disclose in the Fom S-1 a compensation package fo outside diectos. Pivate companies typically gant stock options o esticted shaes to outside boad membes, but do not pay cash diecto fees. In geneal, public company boad compensation consists of a combination of stock and cash, but the pemutations ae nealy limitless. Stock-based awads may be in the fom of options, esticted o unesticted shaes, a combination of options and shaes, o moe esoteic instuments. Some companies make stock-based awads to all outside diectos in equal annual amounts, while othe companies make lage gants upon a diecto s initial election and smalle gants annually theeafte. Cash may be paid on a etaine (annually o quately) o on a pe-meeting basis, o both, and additional payments geneally ae made to the chais o all membes of the boad committees that cay the heaviest wokloads typically, the audit committee followed by the compensation committee. Boad compensation is almost neve paid to diectos who ae company employees. Diectos affiliated with ventue capitalists o othe institutional investos often foego boad compensation, as a matte of policy o appeaance athe than any legal equiement. Most boads of IPO companies attempt to benchmak diecto compensation against public company pees. A compensation consultant can help identify compaable companies and make ecommendations fo boad compensation following the company s IPO. 7. Liability issues ae discussed in moe detail in chapte

9 9:4 INITIAL PUBLIC OFFERINGS 9:4 Company Counsel With the pimay esponsibility fo pepaing the Fom S-1 and coodinating the entie IPO pocess, company counsel is a cental playe in the woking goup. 9:4.1 Selection Citeia What should the company look fo when choosing counsel to lead an IPO? The thee most impotant factos ae expeience, expeience, and expeience substantial, elevant, and ecent expeience: seving as company counsel in many IPOs, pefeably including offeings by companies in the same o simila industy; handling ecent IPOs law fims with little IPO deal flow in the past five o ten yeas will find the ules and pactices vey diffeent now; advising public companies on thei ongoing epoting obligations; and navigating both the loe and the law of IPOs. Anothe dimension of expeience is SEC wok expeience. Fome SEC staff membes can often daw on pio woking knowledge to expedite the esolution of issues o identify the appopiate decision make within the SEC (although the company should not expect to eceive pefeential teatment simply because a membe of the company counsel team fomely woked at the SEC). An added bonus is if company counsel has significant expeience in epesenting both companies and undewites in IPOs, since an undestanding of the pioities and expectations of undewites will facilitate the offeing pocess on the company s side. The composition of the deal team is anothe impotant facet of the company counsel decision. The company should conside the expeience and capabilities of the individual lawyes who will seve as company counsel in the IPO, and not simply the fim s expeience o eputation. Afte inteviewing the lead patne, the company should meet some of the moe junio lawyes who will be involved the second chai on the offeing may well be the company s pincipal point of contact fo many pats of the IPO pocess. Countless hous will be spent with counsel, and the company will need a comfotable woking elationship with each membe of the IPO legal team. Stong chemisty between the company and outside counsel can make the IPO pocess much moe pleasant and poductive. In selecting counsel, the company should also conside the fullsevice capabilities of the candidate fims. The company will inevitably have legal needs in a wide ange of othe aeas, both duing and afte 9 8

10 Assembling the IPO Team 9:4.1 the IPO pocess, and the ability of one fim to take on all o most of the company s legal wok will pesent efficiencies and othe advantages. Most companies going public will, ove time, call on outside counsel fo assistance in the aeas of meges and acquisitions, executive compensation, intellectual popety, labo and employment, antitust and othe egulatoy mattes, taxation, commecial and bankuptcy law, eal estate, and litigation, often including egettably secuities litigation. Many companies will also have intenational legal needs. Fo senio executives, estate planning expetise is anothe useful capability fo company counsel to have. The company should check the client efeences of the law fims and individual lawyes vying fo the IPO engagement. If a lawye s efeences ae not unabashedly suppotive, o the clients have not woked on a ecent IPO with him o he, the company should pobably look elsewhee, since the candidate pesumably has hand-picked the best available efeences. The company will have limited ability to evaluate a lawye s secuities law knowledge, but inquiies of othe clients can be made concening the elements of outstanding legal sevice, such as commitment to the client, esponsiveness, judgment, communication skills, poblem-solving ability, enegy, wok capacity, diligence, collegiality, integity, and decisiveness (as an old adage goes, clients need a one-handed lawye one who does not always espond on the one hand..., but on the othe hand... ). The leading law fims fo epesenting companies and undewites in IPOs ae clusteed in Califonia, Boston, and New Yok City; and fo enegy-elated IPOs, in Texas. Many IPO candidates ae also located in these aeas the states of Califonia, Massachusetts, New Yok, and Texas collectively poduce about half of all U.S. IPOs and need not woy about the geogaphic location of outside counsel. Fo othe companies, physical poximity to outside counsel can be a convenience, but is less impotant than the equisite expeience and skill sets. Most attoney-client communications ae conducted by telephone o , and fo an engagement as impotant as an IPO, no lawye will object to taveling to the client s location as fequently as needed. In the couse of the IPO pocess, company counsel will become intimately familia with the company and its business. Pio woking expeience with the company will, theefoe, give counsel a head-stat, which is why the company s incumbent counsel should be consideed fo the IPO. It is usually pefeable, howeve, to select a new fim with deep IPO expeience than to foge ahead with existing counsel that knows the company but has limited IPO o public company expeience. If the company plans to switch counsel in connection with the IPO, it is pefeable to do so well befoe the fomal commencement of the IPO pocess. Although skilled IPO counsel can jump in as late as the oganizational meeting and pefom well, the pocess will be 9 9

11 9:4.2 INITIAL PUBLIC OFFERINGS smoothe fo all concened if new counsel is lined up at least thee to six months befoe then. 9:4.2 Sample Questions/Requests fo Company Counsel Candidates Deal Team Which of you fim s lawyes will handle ou IPO? Do the junio membes of the team have any IPO o public company expeience? Will we be able to meet them befoe hiing you fim? Please descibe the expeience of the poposed lead patne in handling IPOs and epesenting public companies. Please povide thee CEO, CFO, o geneal counsel efeences fom othe IPOs o public company epesentations handled by the poposed lead patne. Do the senio membes of the poposed deal team have sufficient time to devote to ou IPO? What is you philosophy fo the allocation of assignments among team membes with diffeent levels of expeience and billing ates? How will the deal team change afte we complete ou IPO and you begin to epesent us on an ongoing basis as a public company? Please descibe how you typically wok with a company s geneal counsel, both duing and afte the IPO pocess, including any stategies you have found to be especially effective. If we do not have a geneal counsel duing the IPO pocess, how do you envision inteacting with us? Expeience Ove the past one, five, and ten yeas, how many IPOs has you fim completed as company counsel? As undewites counsel? How many of the companies that you fim has taken public ove the past five yeas no longe use you fim as company counsel, othe than as a esult of being acquied, and why? Fo how many public companies does you fim seve as the pimay outside copoate counsel? Please descibe you fim s expeience epesenting companies in ou industy. 9 10

12 How many patnes in you fim have past employment expeience with the SEC? Will the deal team have eady access to these lawyes as needed? Ae thee any law fims that you believe you fim woks paticulaly well with as undewites counsel? Othe Legal Sevices Please descibe the othe legal sevices you fim offes that you believe will be of inteest to us duing the IPO pocess and theeafte as a public company. How do these sevices diffeentiate you fim fom othe law fims? Ae thee any legal sevices that you fim s othe public company clients egulaly go to othe law fims to obtain? Billing What ae you fim s billing ates and policies? How do you odinaily addess legal fees fo a failed IPO? Assembling the IPO Team 9:5.1 Ae you willing to conside altenatives to taditional houly billing, such as a discount fo a failed IPO coupled with a pemium fo a successful offeing? How much do you believe we should budget fo legal fees in the IPO? And how much fo legal fees on outine SEC compliance wok following the IPO? 9:5 Independent Accountants 9:5.1 Big 4 o Not? Does a company need to hie a Big 4 accounting fim to go public? Of couse not. But a stong majoity of companies do. Thee ae moe than 1,800 independent public accounting fims egisteed with the PCAOB, but the Big 4 (Deloitte & Touche, Enst & Young, KPMG, and PicewatehouseCoopes) wee the auditos fo 77% of IPO companies, based on combined data fom all U.S. IPOs completed in 2007 and When the next thee lagest audit fims BDO Seidman, Gant Thonton, and McGladey & Pullen ae added, the pecentage nealy hits 90%. Although mid-size and egional audit fims enjoy a thiving business seving smalle public companies and pivate companies and 8. The Big 4 should pobably be called the Gigantic 4, as each fim has moe than 100,000 employees woldwide and $15 billion in annual evenue. 9 11

13 9:5.2 INITIAL PUBLIC OFFERINGS often have eputations fo supeio sevice and bette value in seving these clients, Big 4 accounting fims dominate the IPO maket fo seveal easons: SEC Expeience: Evey independent egisteed public accounting fim will be familia with Regulation S-X, GAAP, and PCAOB auditing standads, but the Big 4 can tap into a wellsping of institutional expeience concening the SEC and IPOs. Much of this knowledge esides within the fim s national office, which woks pimaily with company engagement patnes on SEC issues and not diectly with companies. Bench Stength: With lage staffs in nealy evey majo metopolitan aea in the United States, the Big 4 have the bandwidth to meet the demanding schedule of an IPO and can sevice the audit needs of companies with widely dispesed opeations. Additional Sevices: The Big 4 offe a vaiety of tax and advisoy sevices in addition to taditional audit sevices, often enabling companies to benefit fom one-stop shopping globally. 9 Band Name: Undewites and investos often daw comfot fom the inclusion of a Big 4 audit opinion in an IPO pospectus. It is pobably no coincidence that the success of the law fims with the lagest IPO pactices could be attibuted to simila factos. Fo that matte, simila statements could be made about the majo investment banking fims. 9:5.2 Switching Auditos Pio to an IPO Thee is significant value to continuity in the audit fim used by the company. To an even geate extent than counsel, the audit fim must be vey familia with the company and its industy in ode to seve effectively. The selection of an independent egisteed public accounting fim fo an IPO is, in effect, made by many companies at the time of fomation ventue capital backed companies, who ae the most likely statups to pusue an IPO some day, outinely stat life with a Big 4 fim. Fo othe IPO candidates, the advantage of familiaity must be weighed against the need fo extensive IPO and public company expeience in its audit fim. IPO candidates who ae not using one of the Big 4 fims, anothe national fim, o a highly egaded egional fim with at least some IPO expeience, should conside switching to an audit fim with moe IPO and public company expeience. This 9. Subject to limitations on non-audit sevices imposed by the Sabanes- Oxley Act, as discussed in chapte

14 decision is often a natual consequence of a company outgowing a local audit fim that met the company s needs while it was pivate but lacks the expeience and esouces fo an IPO. If a new audit fim is engaged, peviously audited financial statements will need to be e-audited if equied by the new audit fim o the managing undewites, o if the fome audit fim is unwilling to consent to the use of its pio audit epot. Any e-audits could involve substantial time and expense. To avoid potential offeing delays, a switch in auditos geneally should be made six to twelve months befoe beginning the IPO pocess, so that the new fim has time to get up to speed and complete any necessay e-audits. Seveal disclosues ae equied in the Fom S-1 if the company changes auditos. 9:5.3 Sample Questions/Requests fo Independent Accountant Candidates Engagement Team Please identify the poposed engagement patne, concuing patne, and manage fo ou account. In the past five yeas, has the poposed engagement patne otated off of an audit client soone than equied, at the client s equest o othewise? Please descibe the expeience of the poposed engagement patne with companies in ou industy and with IPOs. Can you fim povide field sevice suppot in all geogaphic locations whee we opeate o intend to opeate? Please povide thee CFO efeences fom othe IPOs o public company engagements led by the poposed engagement patne. Eligibility Is you fim egisteed with the PCAOB? Ae you awae of any financial, employment, o othe issues that would affect you fim s independence? Has you fim conducted intenal pocedues to detemine whethe thee ae any independence issues? Expeience Assembling the IPO Team 9:5.3 Ove the past one, five, and ten yeas, how many companies fo whom you fim was the independent egisteed public accounting fim have completed IPOs? 9 13

15 9:5.3 INITIAL PUBLIC OFFERINGS Of these companies, how many subsequently switched fom you fim to anothe independent egisteed public accounting fim? Fo how many public companies does you fim seve as the independent egisteed public accounting fim? Please descibe you fim s expeience with companies in ou industy. How many patnes in you fim have past employment expeience with the SEC? Will ou engagement team have access to these patnes as needed? Please summaize all investigations and disciplinay poceedings bought by the SEC, PCAOB, o any othe egulatoy authoity against you fim o any pesonnel at you fim in the past five yeas, including any sanctions imposed, and specifically identifying any such poceedings with which any membe of the poposed engagement team was involved. Accounting Mattes Based on you knowledge of ou company and ou industy, what do you see as the key accounting issues we face? What ae the most common SEC comments that companies like us eceive? In geneal, what is you view on the best way fo a company going public to pepae fo compliance with section 404 of the Sabanes-Oxley Act? As a condition to accepting ou engagement, will you equie that ou peviously audited financial statements be e-audited by you fim? Please descibe the expected involvement of you national office in ou IPO filings and subsequent SEC filings. What is the pocess fo communicating with the national office? Audit Committee Mattes Please povide efeences fom audit committee chais at thee public company clients. Please descibe you typical woking elationship with the audit committee. How fequently do you typically meet with the audit committee? 9 14

16 In you opinion, what ae the attibutes of an outstanding audit committee? Othe Sevices Please descibe the assistance you typically povide a client in pepaing fo an IPO and public company life. Please descibe the pemitted non-audit sevices you fim offes that you believe will be of inteest to us duing the IPO pocess and theeafte as a public company. How do these sevices diffeentiate you fim fom othe public accounting fims? Policies and Pactices Does you fim have any auditing o disclosue policies o pactices that ae not equied by SEC o PCAOB ules o GAAP? Duing the SEC eview pocess, what ole will you play in any discussions with the SEC staff egading accounting mattes, if necessay? In the event that you fim is subsequently eplaced as ou independent egisteed public accounting fim, what is you policy on poviding consents in futue SEC filings fo you pio audit epots on ou financial statements? Billing What ae you fim s billing ates and policies? Assembling the IPO Team 9:6 How much do you believe we should budget fo accounting fees in the IPO? Fo companies simila to us, what is the ange of typical annual fees fo annual audit and quately eview sevices? 9:6 Managing Undewites The selection of managing undewites in paticula the lead managing undewites is pehaps the single most impotant decision the company will make as pat of the IPO pocess. The investment banking fims seving as managing undewites play a cucial ole in efining the company s coe message and maket positioning, conducting due diligence, helping to develop a compelling Fom S-1, maketing the offeing to investos, poviding citical IPO aftemaket suppot, and, in many cases, advising the company on subsequent capital makets and M&A tansactions. A bulge-backet undewite with elevant industy expeience will enhance any company s IPO, 9 15

17 9:6.1 INITIAL PUBLIC OFFERINGS paticulaly when maket conditions ae difficult. No undewite can guaantee that an IPO will be successful, but the company can incease the likelihood though its choice of managing undewites. 10 Planning Tip Long befoe beginning the fomal selection pocess, the company should identify the leading undewites of IPOs in its industy and begin to build elationships with investment bankes and key eseach analysts. Investment bankes can offe useful planning guidance ealy on, at no cost to the company. 9:6.1 Identifying Possible Candidates The univese of potential managing undewites is well known. Ove the past decade, the shee numbe of investment banking fims has shunk substantially, and elatively few now dominate the U.S. IPO maket. All majo investment banking fims base thei capital makets functions in New Yok City and have offices in financial centes aound the wold. The company s diectos, outside counsel, pofessional investos, and audit fim pobably will have contacts within suitable investment banking fims and be able to intoduce the company, if desied. In some cases, investment banks initiate contact with a company they believe is an attactive IPO candidate. It is not uncommon fo a high-pofile pivate company pehaps one that has announced lage ventue capital o stategic financings o won pominent industy awads to be appoached by investment bankes tying to aange meetings. Whethe the coutship begins with the company o the investment banking fim, howeve, the company should begin to cultivate elationships with the contendes six to twelve months befoe the anticipated date of the oganizational meeting. 9:6.2 Bases fo Evaluating Potential Managing Undewites Companies weigh vaious factos diffeently, but the following citeia ae geneally consideed elevant in choosing fom among competing investment banks. 10. The undewiting pocess is discussed in detail in chapte

18 [A] Assembling the IPO Team 9:6.2 Tack Recod An investment bank s pio expeience and success is aguably the most gemane facto, and has thee dimensions: oveall tack ecod (its oste of completed public offeings and othe financing tansactions); IPO expeience (the numbe and pefomance of IPOs it has led); and familiaity with the company s industy (measued by the numbe of IPOs and othe offeings it has handled in the same o elated industies). This data is publicly available and will usually be poffeed by the banks themselves although evey self-especting investment banking fim can poduce at least one anking with its name on the top. A bank s expeience with simila-sized offeings is also elevant, since a company pusuing an IPO of modest size may get little attention fom the sales foce of a bank that pimaily handles much lage offeings. [B] Team Membes When selecting the managing undewites, the company should undestand that the package includes moe than investment bankes. The investment banking pesonnel will be the company s pincipal points of contact and should have a stong appot with management, but othe team membes also play key oles. In paticula, the eseach analysts employed by investment banking fims develop eanings estimates used in the maketing of the offeing, help educate the sales foces of the managing undewites about the company and its investment meits, and can geneate investo inteest in the company afte the IPO though thei eseach coveage. Although investment banking fims cannot make any commitments about the natue of analyst ecommendations in advance, a fim s eseach depatment is allowed to agee that it will initiate coveage following the IPO. The company should meet the eseach analysts employed by the contending investment banks who cove the company s industy (investment banking pesonnel cannot be pesent), ead thei published eseach epots, eview thei ankings in industy publications, and do efeence checks among the companies the analysts cove and the institutional investos the company hopes to attact. The calibe and eputations of the eseach analysts employed by pospective managing undewites often sway a company s decision. Anothe less visible, but vey impotant, component of an investment bank is the equity capital makets goup. These ae the people who gauge investo inteest, take odes, assess maket conditions, and ecommend the offeing size and pice. If the offeing is expected to have a syndicate beyond the managing undewites, the bank s syndicate goup should also be consideed. 9 17

19 9:6.2 INITIAL PUBLIC OFFERINGS [C] Commitment to the Company The company will be one of many clients, including othe IPO candidates, that an investment banking fim is woking with at any given time. The company should inquie about the numbe and status of othe IPOs and majo tansactions with which the poposed team membes ae actively involved. The company should be sue that the managing undewites it chooses ae committed to the company, that the company will be an impotant client, and that the deal teams have sufficient capacity to devote to the company. These concepts ae lagely subjective, but infeences can be dawn fom the attention and enthusiasm diected towad the company. Did the bank invest the time to undestand the company and its industy thooughly? Wee the senio people at the bank substantively engaged in the pocess? Did the bank offe oiginal insights about the company, its stategy, o potential maket positioning? Has the bank sought to build a elationship beyond intoductoy meetings? Did the bank seize the initiative and outline the key messages fo the business section of the Fom S-1? (Some companies equest that managing undewite candidates pepae a daft of the business desciption to be included in the pospectus summay, o even the entie business section; but this takes significant time and povides little eal value.) Did the bank espond fully and pomptly to the company s infomation equests? One situation to watch fo is when an investment bank woks with a company competito. Some companies ae instinctively botheed by this, feeling that it might esult in a lack of commitment o a conflict of inteest; othe companies ae moe sanguine about the situation, ecognizing that it might enhance the bank s industy knowledge. If the company objects to the fim s investment banking pesonnel woking with specific competitos, it should aise the issue ealy in the selection pocess. [D] Distibution Reach and Mix The managing undewites collectively must have sufficient distibution clout to sell the entie IPO and the ability to achieve the taget mix of institutional, etail, domestic, and intenational investos. This is not much of an issue with the leading investment banking fims, all of which have access to majo institutional investos and etail customes, but becomes an impotant selection citeion with smalle undewites. The company should inquie about each bank s distibution capability and test the esponses by caefully eviewing the bank s tack ecod in simila IPOs. 9 18

20 [E] Assembling the IPO Team 9:6.2 Aftemaket Suppot An IPO can quickly sou if an active tading maket does not develop o the stock undepefoms the maket afte closing, and secuities litigation often follows a sudden dop in the stock pice. One of the lead managing undewites will act as stabilization agent on behalf of all the undewites immediately afte the offeing, and othe lead manages theeafte may help maintain liquidity though maket-making activities. Post-IPO eseach coveage by the analysts employed by the managing undewites can also help stimulate inteest in the company. One measue albeit impefect of an investment bank s aftemaket suppot is the stock pefomance of the companies it takes public in elation to oveall maket pefomance. Needless to say, the stock pefomance of individual companies can be due to factos wholly unelated to the calibe o effots of thei investment bankes. [F] Pestige and Reputation The investment banking industy tends to be hieachical. Not eveyone would agee on each undewite s exact slot in the pecking ode, and peceptions of elative ankings can vay acoss company industies; but few diectos o institutional investos would have difficulty identifying those potential managing undewites they conside to be moe (o less) pestigious than othes. Investment banking eputations tend to be gounded in lengthy tack ecods and ae not necessaily illogical. The mistake to be avoided is selecting a managing undewite solely on the basis of its pestige o geneal eputation without confiming that it compaes favoably on othe elevant citeia most impotantly, the commitment to the company and the availability of a highly qualified and motivated team. [G] Client Satisfaction The company should speak with the CEOs and CFOs of othe companies taken public by the poposed managing undewites. Afte the glow of an IPO has faded, companies can be supisingly candid in discussing what they liked and disliked about thei managing undewites. The investment banks will pobably offe efeences to the company, but inquiy need not stop thee, since infomation concening a bank s past IPOs is eadily available. One indication of a company s satisfaction (o dissatisfaction) with its managing undewites is whethe the same undewites wee etained as managing undewites fo a follow-on offeing conducted by the company afte the IPO. 9 19

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