Professional Documents
Culture Documents
A publication from
PwCs Deals Practice
IPO services
Table of contents
An in-depth discussion 4
July 2015
The heart of the matter
As IPO market
momentum increases,
many companies are
assessing their readiness
to go public
Source: PwC US IPO Watch Source: PwC US IPO Watch Annual totals
An initial public offering (IPO) is a Investors searching for yield in the Company leaders should ask themselves,
transformational event, perhaps the most current low-interest rate environment Why do I want to go public? Some of the
important a company can undertake. It is a large factor driving the US IPO reasons may include:
can change the lives and fortunes of its marketcompanies with good growth
To raise capital for expansion
owners, investors, and employees. But stories are especially well-positioned to
without smart planning and preparation, attract investors. IPOs continue to attract To use publicly traded stock to acquire
an IPO can be doomed from the start. investors across a broad range of sectors, other companies
demonstrated by an increasing trend in To attract and retain talent using
The US IPO market has shown significant IPOs upsizing and pricing above or at the incentive stock plans
strength since the financial crisis, seeing high end of their ranges.
high volumes in 2013 and setting records To diversify and reduce investor
in both volume and proceeds raised in The IPO market, while running hot since holdings
2014. Even though 2015 had a slow start, the financial crisis, is not without potential To provide liquidity for shareholders
the IPO market picked up in Q2 to be headwindsslowing economic growth
generally back in line with both 2013 and forecasts in the US and Asia, Eurozone To enhance the companys reputation,
2014 levels. concerns, and continued uncertainty raise its profile in a particular market,
about the interest rate environment are all and create brand awareness
On a quarterly basis, Q2 2014 was the contributing to increased market volatility. To pay down debt or move toward an
strongest quarter for IPOs in terms of However, while IPOs continue to provide optimal debt/equity capital structure
volume since the financial crisis, with outsized returns to investors, demand is
Answers to this question should drive the
89 IPOs being completed. Q2 2015 likely to remain strong.
overall IPO strategy, the timing, and the
reached 75 offerings, but demonstrated
offering structure.
accelerating growth with 36 offerings in While market timing is outside a
the month of June 2015 alone, making companys control, preparation is not. An IPO gives a company an opportunity
it the highest volume of June IPOs since If an IPO is in managements short-, to reinvent itself. For most companies,
1999. Q3 2014, however, set a record medium-, or long-term goals, expect its a once-in-a-companys-life event, but
for the highest proceeds since the tech discussions and planning sessions to begin despite the weightiness of the endeavor,
boom raising $38.1 billion, mainly due to early in the process. underestimating the time and complexity
Alibabas $21.8 billion offering, which is
involved to transform a private business to
the largest IPO on record. Besides Alibaba When considering an IPO, companies a public company is a common pitfall.
and a few other large IPOs, the IPO should perform a thorough IPO
market has been seeing lower deal values Readiness assessment across all key
on average than in previous years due to functional areas at the beginning of the
the increase in biotech and biopharma process to ensure they have identified
IPOs looking to take advantage of the all potential transaction issues and
public market. organizational gaps and have a tangible
plan to meet their IPO objectives.
#1 #2 #3
Pre-kickoff / Planning IPO process execution Post IPO / Public company
Going public
Execution of the IPO process
Initial planning and preparation
IPO readiness assessment
Being public
Application of a holistic framework to transform the company, enabling it to
operate as a public company
An in-depth discussion 5
Regardless of size and complexity, a one part of the organization might not Perform a thorough IPO
company should appoint a dedicated know what another part is doing. Project Readiness assessment
internal IPO leader who is empowered management also ties together company
with authority from the steering departments and external advisors so As companies prepare for an IPO, an IPO
committee or senior management to everyone is executing on a common plan. Readiness assessment can be useful to
direct internal resources, make decisions, identify big-picture issues and prevent
and serve as a single point of contact embarrassing deal killer surprises late in
To coordinate the process, successful
for internal groups within the company the process. The right amount of prepara-
IPOs use project management resources
and with external advisors. A strong IPO tion also helps companies establish a
to support the IPO leader and steering
leader provides the various departments timetable based on the offerings strategic
committee, to build the IPO plan, keep
and advisors working on the IPO the objectives, specific business issues,
task lists, monitor progress, project
coordination and direction needed to and the actual work that needs to be
delivery dates, identify gating issues,
keep the project on track. For example, performed. Such an assessment provides
and keep decision making on track.
company finance employees might a reasonable basis for discussions with
They also help company leaders focus
not know what information they are stakeholders about timing.
on critical-path items and tasks at risk
expected to share with outside lawyers, of falling behind. On IPOs for smaller
bankers, accountants, and other advisors. A robust IPO Readiness assessment
companiesfor which there is no steering
In addition to providing direction and evaluates the effort required to prepare
committee and the roles of the IPO and
answers to critical questions, an IPO the registration statement and determine
project management leaders are less
leader also must be able to identify and what information is most important to
definedproject management tasks can
direct talented resources from across investors. During this Going Public
be performed by one or two individuals.
the enterprise and know when to rely on phase, the company creates a timeline for
advisors and when to push back. the offer pricing and closing to illustrate
Strong project management also supports how and when the IPO will be completed.
the Going Public and Being Public work
Selecting the right IPO leader is
streams and ensures appropriate coordi- The IPO Readiness assessment also
important. Depending on a companys
nation between the two. identifies gaps within new processes,
circumstances, these leaders typically
come from the CFO, controller, corporate areas needing internal controls, and
development, or general counsel As companies progress through the IPO positions requiring enhanced technical
offices. Regardless of their background, preparation procedure, it can be diffi- accounting skills to operate as a publicly
IPO leaders should expect to commit cult to maintain an awareness of other traded company. The readiness assess-
significant time to a process that can take company initiatives that could impact the ment becomes a starting point for the
six to 18 months (based on complexity IPO process. For example, a large ERP companys transformation.
and market timing) to complete. system upgrade, business acquisition,
or a change in strategic direction will A strong IPO assessment is required to
impact the IPO process and could severely ensure that all appropriate strategic
Support the effort considerations are identified in the plan-
hamper its timing and planning. A well-
with effective project ning process. For example, there should be
designed project management process
management seeks to identify these types of issues a thorough evaluation of the advantages
Like any large transformational process, and ensure that they do not affect timing and disadvantages of one financial market
success depends on identifying issues and andsuccess. over another and the exchange that best
monitoring progress through effective meets the objectives of the IPO. These
project management. Without clear types of decisions can result in significant
direction and project management, differences in how the IPO is prepared.
An in-depth discussion 7
Typical IPO Readiness
assessment topics:
Going Public Being Public
Registration statement Corporate strategy and development
Financial reporting Accounting, reporting, and financial
effectiveness
Structuring
Governance and leadership
Underwriting
Internal controls
Project management
Media and investor relations
Treasury and financial risk
management
Legal
Tax
Human resources
Technology
Project management
Questions to address
in the IPO Readiness
assessment
What is the organizations story to What is the most tax-efficient structure
market? for the IPO?
Which exchange best meets the short- What organizational gaps need to be
and long-term goals? filled? What is the right time to fill
them?
What are the objectives of the IPO?
Why go public? What regulatory approvals are
required?
What is the use of IPO proceeds?
Can the company generate the right
What else happens at the time of the
financial information at the right time
IPO? Concurrent debt refinancing,
to investors, regulators, and manage-
capital restructuring, new stock
ment? Historical and projections? Does
compensation plans?
it have the technology to support these
What GAAP basis is best used for requirements?
historical financial statements?
Will Being Public require a major
What are the key financial and cultural change in the organization?
nonfinancial metrics to market the
business?
Will new reporting requirements
become important, for example,
carbon footprint and climate change?
An in-depth discussion 9
What this means for your business
Start preparing now to
be ready when the IPO
market is right for you
Contact us
For a deeper discussion about capital
markets offerings, please contact one of
our practice leaders or your local Deals
partner/managing director:
Bruce McAdams
Managing Director, Capital Markets
PwCs Deals Practice
(213) 356 6549
bruce.mcadams@pwc.com
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