Executing your IPO

Once you’ve gone through the planning and preparation phase, it’s time to execute on your IPO. This phase includes a kickoff meeting with key advisors, followed by due diligence, developing a communications strategy and drafting your prospectus.

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IPO planning and preparation

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Managing as a public company

Kickoff meeting

This is an important step in ensuring your team is keeping up with its timelines. This working group generally includes company management, legal counsel, auditors and accounting advisors, banks/underwriters and any consultants hired by the company to act as independent advisors during the IPO process. Procedurally, this group should handle or delegate all issues affecting the upcoming IPO. All parties should be aware of the confidential nature of their discussions.

Due diligence

Companies perform due diligence for several reasons, including the need to gather information for the prospectus and confirm its accuracy. Think about the scope of your legal, financial and commercial due diligence and whether you need additional information to meet the requirements. If you’re pursuing a dual-track process, you may need to produce vendor and IPO due diligence reports.

Types of due diligence

Business due diligence
Financial due diligence
Legal due diligence
Other

Business due diligence

Gain in-depth knowledge of the business and its projected financial performance to inform the disclosure drafting process. Review historical and projected financial performance, including a detailed review of the business plan, and sensitivities to assess sustainability for listing, attractions of equity stores, valuation, capital structure and liquidity.

Financial due diligence

Understand the company’s historical financial results, accounting policies, internal controls and future financial performance to gain knowledge and evidence to draft the operating and financial review and other disclosures in the prospectus. Perform extensive private financial due diligence, specifically the long-form, financial position and prospectus procedures and working capital reports.

Legal due diligence

Identify potential issues in legal documentation that could have an impact on the offering. These include change-of-control and financial covenants, dividend stoppers, rights of first refusal and pre-emptive, tag-along and termination rights. Review corporate and legal materials over an extended period, including corporate documents, financial reports, material contracts, filings or correspondence with any supervisory or regulatory authorities and litigation pleadings.

Other

Conduct due diligence related to technology (focusing on capacity and resilience), commercial matters, an anti-bribery risk assessment and any other issues required by your business or industry.

Marketing

It’s important to think about how you’ll present your equity story to potential investors. Take steps to complete your roadshow within the appropriate time frame and make sure you follow the strict marketing rules related to offerings.

Pricing and allocation

Pricing and allocation will take into account feedback from investor education and roadshows. Appropriate allocation is key to a good aftermarket performance. Determine how you’ll get a good understanding of the status of allocation, the information you’ll want from the banks and whether all key stakeholders agree on an acceptable price.

Communications strategy

Executing on the IPO involves an investor and media relations strategy. This includes determining which materials you’ll need (a website, videos, presentations) and which activities, processes or procedures will help you to effectively coordinate these functions.

First, determine your audience and your overall communications objectives. What’s your communications plan, particularly when dealing with bad news or unexpected events? What’s your strategy to deliver on pre-IPO promises? What’s your plan for continuing access to the media? How will you monitor shareholder and investor issues? These are all important considerations as part of your communications strategy, which includes analyst and roadshow presentations.

The analyst presentation is a key event in the IPO timetable and must be consistent with the prospectus, although it doesn’t include financial projections. The roadshow presentation spans multiple meetings covering different cities and countries, with the book-building process done in parallel. Ensure the CEO and CFO have polished, rehearsed presentations and that current trading is consistent with the messaging (they should include the same numbers and messages as the prospectus).

Drafting your prospectus

The prospectus gives investors the necessary information to make reasoned and informed decisions. Provincial securities acts set out the content, the sequence of information and the form of the prospectus.

The first step is to prepare a preliminary prospectus, which is subject to regulatory review and includes all of the required information, except for the final price, the underwriters’ commission, the final number of shares available and the net proceeds. The preliminary prospectus has a dual purpose: it’s a selling tool and also a document designed to limit liability and provide factual information to investors.

Once the preliminary prospectus is complete, it will then undergo a regulatory review. Since regulators deal with several prospectuses at the same time, it’s important to get in the queue with a good product. Your working group will help with answering the regulators’ questions. Remember that if you anticipate marketing and selling your securities in Quebec, your prospectus and other financial information require full translation into French.

Generally, the contents of the prospectus break down into distinct components:

Details of the offering (the nature of the securities, how the money will be raised and how the company expects to use the proceeds)
Description of the company, including any significant changes in its history
Detailed financial information, operating results, capital structure and corporate debt

Management’s discussion and analysis, which discusses the operating results and liquidity of the company
Disclosure of all material acquisitions and dispositions
Detailed information on management, directors and principal shareholders, including remuneration packages
Discussion of income tax considerations for investors

Considerations for active IPO execution and prospectus drafting:

Will you be controlling the process?
Do you need interim resources to support management during the IPO process?
Are you and your team clear on all roles and responsibilities?

Is the timetable realistic?
Who needs to review and approve information? How often do you want updates from advisors?
Do you understand the timetable for reviewing the prospectus?