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Strategy

Going Public: The Pre-IPO Timeline


by Clancy Fossum

Before jumping with both feet into the IPO pool, there are a few matters to take into account ahead of time.

©Bychykhin_Olexandr/ISTOCK/THINKSTOCK

Life is nothing but a series of delineated processes and procedures. For the grim and realistic crowd, we're born, we live, and we pass on to the ether. For the more optimistic of us, we decide baseball is our true passion at some point in our youth, quickly realize we can't hit a curveball to save our lives, switch to soccer and play up to the JV level, and ultimately become innovative and forward-thinking accountants.

I recognize the absolute necessity for life's processes and procedures. In fact, to a huge extent, the finance industry is based on such strict timelines and frameworks, whether we're talking about revenue recognition, the fascinating intricacies of accelerated depreciation, or the guidelines to taking your company public.

For the latter of those, a concise but wildly informative timeline can turn your IPO dreams into a reality with far less stress, sleepless nights, and worried auditors. Embark’s recently published Pre-IPO Timeline can help you keep on-track throughout the entire process and find your metaphorical pot of gold at the end of your IPO rainbow. Make certain to address each point before bells are rung, kegs are tapped, and endless nacho bars are depleted to be certain your IPO experience is as smooth as possible.

Get Your IPO Ducks in a Row: At Least 6 Months Before IPO

Before you fully jump with both feet into the IPO pool, there are a few matters to take into account ahead of time. Although there are no specific time parameters involved with these, you want to make sure they are completed well in advance of your initial filing to make sure you are as prepared and organized as possible. Having each done or at least well on the way towards completion approximately 6 months before your bell ringing should give you ample time. It's common for CAO's to begin this process a full 2 years before an IPO date.

  • Build your management team and corporate governance
  • Establish and document the foundation of your control environment
  • Identify structuring issues
  • If necessary, begin your audits. You may also need additional work on previous years’ audits.
  • Engage advisors

Preparation for Filing: 16 to 22 Weeks Before IPO

Now that a solid foundation has been established, it’s time to roll up your sleeves and get to the nitty gritty. It goes without saying that the S-1 filing serves as the center of every IPO solar system and the many involved tasks rely on its gravitational pull to stay in orbit. Give yourself 4 to 6 weeks to complete these tasks. 

  • Refine, finalize and implement necessary control systems
  • Finalize your offering structure
  • Finalize financial statements and audit, if necessary
  • Conduct your diligence
  • Prepare your SEC registration statement
  • File initial S-1

SEC Review: 12 to 16 Weeks Before IPO

This stage is often accompanied by a few mild panic attacks and gallons of caffeinated beverages simply due to the sheer volume of responsibilities involved, some bigger than others. However, if you're deliberate and well-organized, there is absolutely no reason for those mild panic attacks.

Just stay calm, adhere to the timeline, and everything should run as smoothly as possible. Also, keep in mind that it typically takes the SEC approximately 25 days to provide initial comments on your Form S-1 filing, not including the additional S-1/A’s (amended) that will be required. This is the longest of the pre-IPO stages so give yourself 10 to 14 weeks to complete it.

  • Respond to any and all SEC comments
  • File publicly no later than 15 days before beginning your roadshow
  • Finalize your diligence
  • Prepare and finalize your roadshow presentation
  • Prepare your offering documents
  • Meet with the analysts
  • Monitor public communication
  • Educate your management on public company reporting requirements
  • Apply for listing on stock exchange
  • Begin your pre-marketing activities
  • Refine and implement your corporate governance policies
  • Interview director candidates, remembering to be picky and choose wisely

Roadshow: 2 Weeks Before IPO

By this point, most of the more tedious but incredibly important tasks are behind you and the finish line is well within sight. Those gallons of coffee are no longer needed as the i's have been dotted, t's crossed and you're in the home stretch.

  • Conduct your roadshow
  • Finalize your offering documents
  • Price offering

Post-IPO

Believe it or not, you've now made it through the entire process and are now a public company. This is actually when the real work begins since, as you likely already know, life as a public company can be drastically different than your private existence. At this point, you will need to implement and continually refine your SEC reporting systems as well as any necessary investor relations functions. Continue to refine your internal controls to make sure you are in compliance both today and down the road.

It's a brave new world as a public company, one with substantial possible benefits but also many additional responsibilities. Stay diligent and always have your finger on the regulatory pulse. Also, I apologize about the baseball remark. Plenty of accountants can hit a curveball.

Clancy Fossum is the COO of financial advisory firm Embark.