The glory days of IPOs are long gone (734 IPOs in 1996!), and IPO metrics continue to shift. So where are we following the end of Q1 2013? There were a total of 133 IPOs in 2012, and just 21 in Q1 2013 (compared to 39 in Q1 2012 (excluding in each case, closed end… Continue Reading
Category Archives: IPO On-Ramp
Subscribe to IPO On-Ramp RSS FeedJOBS Act at Year 1
Posted in Crowdfunding, Decimalization, Emerging Growth Company Status, Exchange Act Registration Thresholds, IPO On-Ramp, Private Placements, Regulation A+, Research, Rule 506 RulemakingAny milestone, such as an anniversary, provides an opportunity for reflection and evaluation. At the one-year anniversary of the JOBS Act, preliminary experience gives reason for some optimism. The centerpiece of the JOBS Act, the “IPO on-ramp” provisions contained in Title I, have proven quite useful. The SEC Staff’s guidance in the form of Frequently… Continue Reading
Survey Includes Information on JOBS Act
Posted in IPO On-RampIn its recently released survey, 2013 BDO IPO Outlook, BDO included specific questions on the effect of the JOBS Act on the IPO market. The report can be accessed here: http://www.bdo.com/download/2432. According to the survey, 42% of bankers surveyed responded that they saw no evidence that the JOBS Act had affected the IPO market positively;… Continue Reading
SEC Approves Auditing Standard No. 16 as Applicable to EGCs
Posted in IPO On-RampOn December 17, 2012, the SEC issued an order granting approval of the Public Company Accounting Oversight Board’s Auditing Standard No. 16, “Communications with Audit Committees,” and related and transitional amendments to PCAOB. Auditing Standard No. 16 will replace the temporary auditing standard regarding auditor communications with the audit committee that the PCAOB adopted shortly… Continue Reading
Is There an EGC Stigma?
Posted in IPO On-RampOn November 14, 2012, The Wall Street Journal published a story highlighting how a number of companies going public have not availed themselves of the looser requirements contemplated by the “IPO on-ramp” provisions in Title I of the JOBS Act. Title I established a new process and reduced disclosure requirements for IPOs (and subsequent reporting) by… Continue Reading
Recent SEC Staff Comments on JOBS Act Implementation
Posted in Crowdfunding, Emerging Growth Company Status, Exchange Act Registration Thresholds, IPO On-Ramp, Private Placements, Regulation A+The Staff of the SEC’s Division of Corporation Finance has been discussing the JOBS Act at recent conferences, including the Practising Law Institute’s 44th Annual Securities Regulation Institute in New York and the American Bar Association’s Business Law Section Fall Meeting in Washington, DC. David Lynn was the moderator of a JOBS Act panel at… Continue Reading
Startups, Accelerated
Posted in IPO On-RampThe roadmap in this post, originally featured in the Fall/Winter 2012 issue of MoFo Tech, illustrates the various funding alternatives available to a company from inception to IPO or other liquidity event. This roadmap highlights new opportunities afforded to such companies by the JOBS Act. To read the accompanying articles, visit the MoFo Tech blog.
More SEC Guidance on Title I of the JOBS Act
Posted in IPO On-RampThe Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) recently updated its Frequently Asked Questions on Title I of the Jumpstart Our Business Startups Act (“JOBS Act”) to address a number of issues regarding the applicability of the provisions in Title I to exchange offer, merger and… Continue Reading
SEC Staff Guidance for Draft Registration Statements via EDGAR
Posted in IPO On-RampIn connection with the recent migration of draft registration statement submissions to EDGAR, the SEC Staff sent letters to companies with draft registration statements subject to an ongoing review process, advising those companies how to submit a draft registration statement through EDGAR. The letter notes that companies with pending draft registration statements already have a… Continue Reading
SEC Staff Updates JOBS Act FAQs to Address M&A, Spin-off and Other Issues
Posted in IPO On-RampOn September 28, 2012, the SEC Staff updated its FAQs on Title I of the JOBS Act to address the application of Title I to mergers and exchange offers. The updated FAQs are available here: http://www.sec.gov/divisions/corpfin/guidance/cfjjobsactfaq-title-i-general.htm. The FAQs confirm that an EGC may use the test-the-waters approach to communicate with QIBs and institutional accredited investors… Continue Reading
EDGAR Filing Option for EGCs Live October 1st
Posted in IPO On-RampThe Division of Corporation Finance confirmed that beginning on October 1, 2012, an EGC may submit its confidential draft registration statement through the EDGAR system. Once an issuer chooses to rely on EDGAR submissions, it cannot opt to change to paper submissions through the secure email system. The SEC will provide instructions on transitioning from… Continue Reading
Small and Emerging Companies Advisory Committee
Posted in IPO On-RampThe SEC Advisory Committee on Small and Emerging Companies met on September 7, 2012 in San Francisco to continue its dialogue on capital formation and other issues affecting emerging companies. The agenda for the meeting, as well as background materials, and presentation materials are available on the SEC’s site, at http://www.sec.gov/info/smallbus/acsec.shtml. The background materials included… Continue Reading
Confidential EDGAR Submissions Coming Down the Pike
Posted in IPO On-RampUnder Title I of the JOBS Act, an emerging growth company may confidentially submit a draft registration statement for an initial public offering for nonpublic review, provided that the initial confidential submission and all amendments are publicly filed with the SEC no later than 21 days prior to the issuer’s commencement of a road show. … Continue Reading
Dip a Toe in the Water
Posted in IPO On-RampIn the most recently issued set of FAQs on the JOBS Act, the SEC Staff also addressed testing-the-waters communications, and, in particular, the requirements of Rule 15c2-8(e). Rule 15c2-8(e) requires that a broker-dealer make available a copy of the preliminary prospectus (prior to the effective date) for a registered offering of securities before soliciting orders… Continue Reading
Greasing the Skids for Newly Public Companies
Posted in IPO On-Ramp, WelcomeThe “IPO On-Ramp” in Title I of the JOBS Act is the latest installment in efforts over the past several years aimed at easing the transition to public company status for newly public companies. Prior to these efforts, newly public companies were faced with the often daunting task of having to comply with all of… Continue Reading
Hard Transitions
Posted in IPO On-RampThe JOBS Act also does not provide much guidance in relation to various phase-ins or transitions once an issuer that was an EGC crosses one of the specified thresholds and loses its EGC status. In its set of FAQs on Title I of the JOBS Act, the Staff outlined certain principles relating to transition out… Continue Reading
Not Exactly JOBS Act, but Helpful to Emerging Companies
Posted in IPO On-RampThe Fostering Innovation Act, HR 6161, was approved last week by the House Capital Markets Subcommittee. The bill would modify the filing status classifications by raising the public float requirement for accelerated filers from $75 million to $250 million and adding a new element, a $100 million revenue component. If the bill were enacted as… Continue Reading
EGC Benefits Available for Merger and Exchange Offers
Posted in IPO On-RampThe SEC Staff is expected to provide some guidance through more FAQs confirming that an EGC should be able to rely on certain of the disclosure, communications and confidential submission benefits in the context of an exchange offer or a merger. Of course, it may be difficult to apply by analogy some of the JOBS… Continue Reading
Born-again EGCs
Posted in IPO On-RampMany practitioners have found that the most challenging questions about EGC status arise in connection with previously public entities that have undergone some organic change on or prior to December 8, 2011, such as a merger or a going-private transaction. There is no real guidance in the JOBS Act to answer some of these difficult… Continue Reading
SEC Releases Report on Decimalization
Posted in Decimalization, IPO On-RampOn July 20, 2012, the SEC delivered to Congress the report required by Section 106 of the JOBS Act, which directed the SEC to examine the impact of decimalization on IPOs and the impact of this decade-old change on liquidity for small- and mid-cap securities. Section 106 goes on to say that if the SEC… Continue Reading
The Life Aquatic: Anchors, Pilot Fishing and Pre-Sounding
Posted in IPO On-RampHave you noticed that most of the terms relating to contacting potential investors to gauge their interest in possible securities offerings take their inspiration from terms related to the sea? We wonder why. Probably not an homage to Jacques Cousteau or Wes Anderson. In Europe and Asia, for some time, bankers have had greater flexibility… Continue Reading
Level Playing Fields and the Quiet Period
Posted in IPO On-RampAs the SEC turns to rulemaking related to the JOBS Act, it would be well advised to cast a skeptical eye on the quiet period that follows the pricing of an IPO. The JOBS Act permits analysts to provide coverage on emerging growth companies prior to pricing. It is reasonably logical to anticipate that, in… Continue Reading
Issa and IPOs
Posted in IPO On-RampChairman Issa’s recent letter to SEC Chairman Schapiro raises interesting questions regarding the initial public offering process. A number of the communications-related issues may well be addressed if the SEC and FINRA were to provide additional guidance regarding the research rules. But, the truth of the matter is that even if banks were to receive… Continue Reading