7/21/2019 Corpfin Report http://slidepdf.com/reader/full/corpfin-report-56db90804fba8 1/15 ARELLANO UNIVERSITY SCHOOL OF LAW Written Report on QUESTIONS AND ANSWERS ON INITIAL PUBLIC OFFERING (IPO) In Prti! F"!#!!$ent o% t&e Re'"ire$ent in CORPORATE FINANCE (Wene* + ,-./ 0 1-./ + Roo$ 2/3) Submitted to: ATTY4 5ARY 6UDE V4 CANTORIAS Submitted by: A7rin8 Con F"tino8 Pi Q"into8 Vini!! Re*e8 H9e! Ro!e8 Rone* S!7o8 5r* Antonnete Vi8 5: ;er<in Apri! 2/3=
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The primary purpose of IPO is to increase capital in a cost-eectiveway because it allows business expansion without increasing borrowings ordraining the companys cash reserves! IPO also improves the companys
pro"ts and increase the potential for mergers or ac#uisitions!
24 W&o i pri$ri!* reponi?!e %or $n7in7 t&e IPO pro:e n<&t ot&er ro!e oe it "$e>
The lead investment ban$ is the one primarily responsible formanaging the IPO process and for coordinating the companys otheradvisers! %epending on the terms of its engagement& it may also assume theroles of 'nderwriter& (inancial )dviser& Stabili*ing manager& and +esearchanalyst!
.4 Ho< !on7 oe t&e IPO pro:e t@e>
It is extremely important that the companys management understandfrom early stage how time consuming and overwhelming the IPO process canbe! ) timetable should be agreed at the outset and deadlines for particulartas$s should be set! ,elow is a timeline for an initial public oering IPO. of securities of a non-emerging growth company!/
Send "nal changes to prospectus andunderwriting agreement to printer
1or$ing2roup
2ive printer labels and mailinginstructions for "nal prospectus
'1
)dvise blue s$y commissions of "nalterms of oering where re#uired anddistribute "nal blue s$y survey
'0
Print "nal prospectus in #uantitydetermined by underwriters
0
;otify syndicate of closing date andgive instructions concerning payment=determine how selling stoc$holderswish to receive funds
'1& 0& SS
(ile /8 copies of "nal prospectus withS30 pursuant to +ule C?Cb. "le withintwo days of the earlier of the date the"nal prospectus is "rst used or the datethe oering price is determined.
00
%eliver copy of "nal prospectus to(I;+)& securities exchange and blues$y authorities
Dast date on which to "le registrationstatement with respect to common
stoc$ under the 3xchange )ct on (orm>-)& if stoc$ not previously registeredunder the 3xchange )ct
0& 00
4 W&t re o$e o% t&e t@ ino!in7 "e i!i7en:e>
• In"tr*+5r@et D"e Di!i7en:e E Foull have to research the mar$et&
spea$ with experts& and "gure out where it might be headed in the future!? This includes management presentations and discussions& customer andsupplier calls or meetings& trips to company facilities& in-depth review of
"nancial positions and results and general discussions with the companysaccountants! A
• Le7! n IP D"e Di!i7en:e E Dawyers handle most of this E it
consists of reviewing contracts& registrations& and other documents! C Thisalso includes outstanding and even closed claims and litigation& loanagreement restrictions& third party consents& intellectual property& labor&environmental& regulatory or other issues and legal opinions= Gand
• Finn:i! n TJ D"e Di!i7en:e E )ccountants do most of this andcomb through historical "nancial statements& tax returns& and so on& and
loo$ for irregularities!H )lso& this includes audits& changes in accountingpolicies& critical accounting policies and tax issues& cheap stoc$ issues&capital structure and comfort letters and the level of comfort to beprovided!
? ,ee Nicole The Initial Public Offering (IPO. Process: ot /aceboo$ 0hares1
The parties to this letter are the company& any selling stoc$holder and
the investment ban$!
) typical form sets out:
T&e :ope o% t&e ?n@K ro!e n reponi?i!itie
These provisions specify what the investment ban$er will do forthe owners= that is basically helping them coordinate the process! )$ey to the scope of the engagement wording is to ensure that theengagement does not go beyond what the owner and the investmentban$er had agreed upon!>
T&e :o$$iion tr":t"re
)s to the fee on the enterprise value of the transaction what is $nownin most investment ban$ing agreements as J0onsiderationK.& the feewill typically be a certain percent up to a certain enterprise value ahigher percent if a smaller transaction.& with that enterprise value tobe agreed upon between owner and ban$ers as li$ely to be achieved!L
P*$ent o% t&e ?n@K eJpene
This is a $ey element in any engagement letter in that the totalconsideration is how the ban$er gets his or her fee! 0onsideration willinclude all payments to the owners and will also include: allassumption of debt but excluding ordinary payables. by the buyer=excluded assets that the owners get to $eep after the closing of thetransaction= if a stoc$ exchange& the value of the stoc$ be it public orprivate.= any over-mar$et terms on employment agreements ornoncompetition agreements= and all JrolloverK e#uity interests wherethe owners determine to maintain an ownership position in the buyer!In short& all amounts that the owners receive& or where they arerelieved of debt obligations& are included!/8
> ill ;ames ,. Investment banking engagement letters—please take them seriously "
Of all of the provisions in the engagement letter, this is the provision that is the most
“sacred” to investment banking firms and little negotiation can occur. Basically, the
company is required to indemnify the investment bank for any and all claims arising outof the transaction, or the process if the transaction does not occur. Unless it can be shown
that the investment bank was completely creating the liability due to its “wanton
misconduct or gross negligence” as determined by a final non appealable court decisionhighly unlikely, of course!, then the indemnification stands.""
Te$ n Ter$intion4
It is important to articulate in the engagement letter who will be onthe team& as you do not want to wor$ with only @unior investmentban$ers after being JsoldK by a senior investment ban$er! ;oinvestment ban$ can promise that a particular person will always beinvolvedMas he or she might leave the "rmMbut you can get a JbesteortsK type of arrangement! )s to termination& most engagementletters should allow either party to terminate on A8- days prior written
noticeMsome investment ban$s will as$ for at least six months before this termination can occur& and that may be reasonable under thecircumstances! )s noted below& mere termination does not eliminateother responsibilities the owner has to the terminated investmentban$ing "rm!/?
A"itorK En77e$ent Letter
The company retains the auditors to audit its current and if necessary.historical "nancial statements and deliver audit opinions and consents! The
auditors may also be re#uired to review and comment upon taxationmatters! The lead underwriter negotiates with the auditors regarding thepreparation of the comfort letters! The comfort letters are given to theunderwriters and& in certain cases& to the company!
// ill ;ames ,. Investment banking engagement letters—please take them seriously .