9:6.4 Sample Questions/Requests for Managing Underwriter Candidates

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1 9:6.4 INITIAL PUBLIC OFFERINGS 9:6.4 Sample Questions/Requests fo Managing Undewite Candidates Recent IPO Expeience Please povide a list of all completed o withdawn IPOs in which you fim has paticipated ove the past two yeas, indicating you ole in each, and specifying the date and size of each that was completed. Please povide a list of all IPOs on file in which you fim is paticipating, indicating you ole in each and its pesent status. In the past two yeas, has you fim been chosen as a managing undewite in any IPOs and then withdawn o been eplaced befoe picing? Deal Team Who will be the membes of the investment banking team fo ou IPO? What is the tenue of each team membe with you fim? Ae the senio membes committed to attending the oganizational meeting, dafting sessions, and othe key meetings? Please povide the names and contact infomation fo the CEOs and CFOs fom thee othe companies whose IPOs wee led by the poposed investment banking team fo ou IPO. Who will lead the equity capital makets, syndication, and institutional sales functions fo ou offeing? What is the tenue of each such peson with you fim? Who is the most senio sponso of ou IPO within you fim? Company Positioning What is you ecommended positioning of ou company? Do you see any potential issues that ou company s business o industy pose fo the maketing of the offeing? Please supply a list of the key messages you believe should be conveyed in the opening paagaph fo the business section of the pospectus. Timing and Pepaedness What is the timing and pocess of you fim s commitment committee pocess, including eseach analyst involvement? Please povide a ecommended IPO timetable fom the oganizational meeting though picing. 9 24

2 Assembling the IPO Team 9:6.4 What is you cuent view of IPO maket conditions as they elate to companies in ou industy? Do you foesee significant maket changes, positive o negative, ove the next six to twelve months? What do you conside the biggest isks o uncetainties in the successful completion of ou IPO, othe than maket conditions? Fom you pespective, what gaps in ou boad o management must we addess in ode to complete an IPO successfully? Size and Valuation Based on pesent maket conditions, what deal size do you conside appopiate? What is the minimum deal size that you would conside feasible o that you ae willing to undewite? Please povide a desciption of you valuation methodology fo ou company, the names of the compaable companies used in you analysis, and the pincipal opeating metics of those companies. What is you view of the optimal pogession of the maket pice, fom setting the poposed ange to picing the offeing and though ou fist eanings elease? Offeing and Disclosue Do you believe the maketability of ou IPO would be advesely affected if, as pemitted by the JOBS Act, we choose to povide educed financial statement, MD&A, and selected financial data disclosues; elect not to be subject to new o evised accounting standads; o povide educed executive compensation disclosues? Does submission of a daft of ou Fom S-1 to the SEC fo confidential eview in accodance with the JOBS Act pose any concens fom you pespective? What is you view on the advisability of including financial foecasts in ou oad show, o possibly even in the Fom S-1? What is you fim s policy, o ecommended pactice, with espect to the audit of inteim financial statements included in the Fom S-1? Does you fim have any disclosue policies o pactices that ae not equied by SEC ules and ae not geneally followed in the secuities industy? 9 25

3 9:6.4 INITIAL PUBLIC OFFERINGS Ae you eceptive to the inclusion of selling stockholdes in ou IPO? If so, what is the maximum pecentage of the oveall offeing you ecommend fo a seconday component? If membes of management o the boad ae included, what is the maximum pecentage of thei holdings that you suggest they be allowed to sell? Fom whom will you equest lockup ageements? What ae you thoughts on the inclusion of a diected shae pogam in ou IPO? If a DSP is included, what maximum size do you ecommend? Does you fim have the ability and willingness to administe a DSP? What maximum ovehang do you believe we can have in ou stock incentive plan without advesely affecting the maketing of the IPO? Do you think an evegeen povision poviding fo automatic annual inceases of up to 5% of the outstanding shaes will have an advese effect? Syndicate Stuctue How many lead manages and co-manages do you ecommend fo ou IPO, and why? Ae you willing to seve as a joint lead manage if selected, and what ae you minimum economics to seve in this capacity? Which investment banks do you believe you fim woks paticulaly well with as joint lead manages? Which investment banks do you conside most complementay to you fim s capabilities as a joint lead manage? If you ae selected as a lead manage, how do you popose to allocate the undewiting discount among all managing undewites? What pocess do you follow fo identifying fims to seve as non-managing undewites? What ole does the company play in that pocess? Sales and Maketing Please descibe you domestic and intenational institutional and etail sales capabilities, including maket shae and maket pesence infomation if available. What ae you peliminay thoughts egading the allocation of shaes among types of investos? Who will be the taget investos fo ou IPO? 9 26

4 Assembling the IPO Team 9:6.4 Do you ecommend that we engage in test-the-wates communications with eligible institutional investos to detemine whethe such investos have an inteest in ou contemplated IPO, as pemitted by the JOBS Act? If so, what is the suggested timing, pocess, and audience fo these communications? What ae you views on the value of a non-deal oad show fo a company like us? Do you ecommend we conduct a peliminay oad show befoe launching ou fomal oad show? Please indicate the likely duation and locations fo ou oad show. Do you ecommend going to Euope? Do you anticipate including an electonic oad show? Picing and Stock Pefomance Please descibe you fim s picing pocess, indicating the levels of tanspaency available to us elating to management of the ode book, picing, and sales activity. What pocess do you ecommend fo setting the offeing pice? Ae you willing to conside picing models othe than a bookbuilding pocess, such as a Dutch auction? If the offeing pice is set though a bookbuilding pocess, what is the taget pecentage fo the fist-day incease fom the offeing pice? What pocess do you follow fo allocating shaes? What ole does the company play in that pocess? Please descibe you policies and pocesses to minimize flipping. In each of the completed IPOs in which you fim seved as a lead manage in the past two yeas, what pecentage of the shaes wee sold by the initial buyes on the fist day? Fo each of the completed IPOs in which you fim seved as a lead manage in the past two yeas, please povide: the initial pice ange; the evised pice ange, if any; the final offeing pice; the size, composition (pimay vesus seconday), and utilization of the undewites ove-allotment option; the closing maket pice on the fist day and 30, 90, 180, 210 (appoximately one month afte lockup expiation), 270, and 360 days afte closing; and any special lockup aangements. 9 27

5 9:6.4 INITIAL PUBLIC OFFERINGS Public Company Pepaations Please descibe the assistance you typically povide an IPO company in pepaing fo public company life, including investo elations mattes. As a new pivate company, we will not be equied to comply with section 404 of the Sabanes-Oxley Act at the time of the IPO. What ae you expectations fo ou level of section 404 pepaedness? What anti-takeove measues do you believe best seve companies like us? Aftemaket Suppot What ae you fim s views on stabilization activities and stategies, including willingness to commit capital? Who will be pimaily esponsible fo tading ou stock on behalf of you fim, and will that peson be accessible to us afte the IPO? Please descibe you fim s aftemaket sevices, including nondeal oad shows. What confeences and othe industy o investo events does you fim sponso that ae suitable fo ou paticipation? Fo each of the completed IPOs in which you fim seved as a lead manage in the past two yeas, please povide the following infomation: Has the company undetaken a follow-on offeing? If so, what was you fim s ole? What was the split between pimay and seconday shaes in each? Has the company engaged in any M&A tansactions? If so, did you fim paticipate in an advisoy capacity? Reseach Coveage What ae you pactices with espect to pe-deal eseach, as pemitted by the JOBS Act? Has you fim initiated eseach coveage on each of the companies fo which you seved as a lead manage in the past two yeas? Has you fim dopped eseach coveage fo any of these companies? If so, why? 9 28

6 Assembling the IPO Team 9:8.1 Othe Questions Why do you believe you ae a good match fo us, and us fo you? What qualitative factos do you believe distinguish you fim fom othes? What law fim do you anticipate engaging as undewites counsel? Ae you eceptive to input fom us on the selection? Is you fim woking with any of ou competitos on IPOs o othe engagements? If so, how do you plan to addess potential conflicts of inteest? 9:7 Undewites Counsel The lead manages will select an outside law fim to seve as undewites counsel, but will often conside the company s views. Many law fims ae qualified to act as undewites counsel. Fom the company s pespective, what ae the most impotant factos in the decision? Fist and foemost not supisingly is expeience with IPOs and the company s industy. But the lead manages ae vey unlikely to select an inexpeienced fim as counsel, so what kind of meaningful input can the company ealistically povide? Thee ae seveal possibilities. If company counsel has had especially good woking expeiences with anothe law fim on seveal IPOs, that fim could be suggested fo consideation as undewites counsel. Convesely, if company counsel has eason to believe that a paticula fim would be a poo match fo the company s IPO, that fact could also be shaed diplomatically with the lead manages. Sometimes the company picks its counsel fom between two law fims that ae equally expeienced, capable, pepaed, and enthused; in this case, the company may wish to suggest that the unne-up be consideed as undewites counsel. If the lead manages ae uninteested in the company s input, howeve, the company should not be unduly concened, since the choice of undewites counsel fom among many possible fims is not as impotant to the success of the IPO as the selection of company counsel. 9:8 Consultants and Advisos IPO companies egulaly etain additional consultants and advisos, such as a compensation consultant, investo elations fim, oad show consultant, and accounting consultant. 9:8.1 Compensation Consultant Many companies going public engage a compensation consulting fim to help them with a vaiety of compensation-elated issues and decisions that accompany an IPO. When selecting a compensation 9 29