IPO on the back burner?

Five reasons asset managers should kick-start their IPO journey now

Market and geopolitical conditions led many asset management initial public offerings (IPO) to be largely put on the back burner, perhaps prudently.

However, if you still intend to go public and access public markets, continue preparing your organization. It typically takes up to two years from the start of an IPO readiness analysis for a private firm to make its public debut.

That’s a crucial period during which asset managers are preparing the organization to produce timely quarterly financial reports, preparing to be SOX (Sarbanes-Oxley Act) compliant by regulatory required dates, marketing the offering, addressing hiring needs and making crucial business decisions that can enhance investor confidence.

The allure of public capital for asset managers remains — including greater liquidity and actualizing founder succession plans. No matter how challenging the macro environment, here are five reasons to kick-start your IPO process.

1. The need to assess if going public is right for your organization

It’s important for company executives to first ask, “why go public,” then create and adhere to the goals for becoming publicly traded throughout the pre-IPO process.

Usually a company considers going public when the funding demands of the business begin to exceed its ability to raise capital on attractive terms. Other common IPO drivers include succession planning and creating a smooth management transition.

However, simply requiring additional capital or needing a succession plan does not always mean that going public is the right path.

Important questions to consider before deciding to go public include:

  • Do you have an attractive investing track record? Investment bankers look for companies that can fulfill several benchmark criteria to boost the chances for a successful offering and solid post-IPO stock performance. Assess how your business model, product offering, ESG (Environmental, Social and Governance) profile, management capabilities, and financial, operations and compliance controls stack up against the benchmarking criteria used by investment bankers.
  • Are you comfortable with a loss of privacy? The registration statement and subsequent filings for public company reporting require disclosure of many facets of a company’s business, operations and finances that may never have been known outside the company. The sensitive areas of disclosure that will be available to competitors, investors and employees include compensation for officers and directors, fee-related earnings, performance-related earnings and ownership structure.
  • Is the stock market right? The successful trading debut of an IPO comes down to both macro and company-specific issues. Asset managers considering going public should assess if the market is receptive to their deal whatever the macro backdrop, as the window of opportunity to go public may shift, and only IPO-ready companies will likely have the flexibility to launch their offering at an opportune moment. Unique to the asset and wealth management (AWM) industry, the ratio of public to private asset managers are often lagging behind other sectors. Once the IPO window reopens, that could lead to a number of peers getting ready for a public offering in the next year to two years.

2. The need to meet requirements for holistic financial disclosures

Generally, it takes significant time to establish the teams, processes and technology that can prepare timely accounting books and financial records as a public company.

What’s more, the typical corporate structure of private asset managers — in which its general partner and management company are sister entities — poses unique challenges when preparing combined or consolidated financial statements to best represent the deal perimeter.

For example, when converting to a public company, asset managers must provide US Generally Accepted Accounting Principles (GAAP) financial information for historical periods in its registration statement. And asset managers could be asked by investment banks to include selective financial information for the most recent eight quarters.

The requirements are the result of the Sarbanes-Oxley Act of 2002, which required chief executive officers and chief financial officers to explicitly evaluate and report to the public on the effectiveness of disclosure controls and procedures when the company files its first annual report as a public company. A SOX compliance plan should be part of every company’s roadmap to going — and being — public.

3. The need for cost calculations for going and being public

Another key IPO consideration for asset management firms is the cost for launching an offering and the ongoing expenses for operating as a public entity. Several factors play a role in determining the cost of an IPO, including the filing process, the transformational costs in preparing to be a public company, and underwriting, legal and accounting advisory fees.

After the IPO, your firm should continue to develop new roles and responsibilities associated with being a public company, which often will require hiring new talent with skills across several areas of the business. In addition, you will likely incur expenses related to administrative and investor relations costs for quarterly reports, stock exchange listing fees, proxy materials, annual reports, transfer agents and public relations. Public companies also pay insurance premiums for directors’ and officers’ liability coverage.

4. The need to assess if leadership is capable and committed

It is important that the board of directors and management have the right blend of experience, skills and attitude to help operate a public company, manage investor expectations, establish the optimal corporate governance structure and create board committees that are operating effectively. The pre-IPO period should be used to help assess the capabilities of the leadership team and their desire to be part of a public entity.

To help achieve a successful IPO, management should commit time and effort to meeting registration requirements, conducting analysis, meeting face-to-face with potential investors and providing financial reports required by regulators.

You should also be prepared to upgrade the company’s system of management controls and financial reporting well in advance of the offering to help create overall compliance with disclosure requirements and to help accommodate shorter financial reporting deadlines compared to being privately held.

5. The need to assess the diversity of your asset class portfolio, with additional focus on ESG

As part of preparing for an IPO and establishing a strong equity story, you might consider diversifying your asset classes. Historically, alternative asset managers primarily invested in core private equity assets. More recently, value and growth in the industry have been largely driven by diversification into other asset classes, including public and private credit, real assets (including real estate and infrastructure) and insurance.

Asset managers are also diversifying with impact investing vehicles and are launching products with an added focus on ESG, which can be a growth driver for investment products. However, in addition to the managers’ ESG investment performance, your firm’s own ESG impact, strategic plans and risk profile should be a key focus area – as ESG is increasingly becoming a part of your company’s larger equity story. As a public company, you should be prepared to articulate your ESG profile in many ways, including through SEC disclosure documents, earnings reports, investor presentations and press releases.

A company considering an IPO should be prepared to meet not only investor expectations for ESG, but also be able to communicate about its track record and marketing to regulators.

As you begin the IPO journey

Here are several key steps asset management firms can take to help create success in their IPO launch.

Plan early

Generally, asset management IPOs have a longer runway than standalone corporate entities — from start to being effective as a public company — due to the nature of the legal separation between the general partners and management company, which is often unique to the industry. As a result, the timeline might be longer if there is a reorganization prior to the IPO taking place.

Our successful AWM clients have executed an orderly plan over a one- to two-year period. This typically includes selecting advisors who are knowledgeable about the sector, preparing for investors and the public capital markets requirements, and developing a robust equity story.

Operate like a public company while private

Starting the IPO process early pays an additional dividend: to test-run quarterly closes as if you were already public and work through any pressure points in the closing timeline before starting the clock on a registration statement. This is particularly important for asset managers, as they rely on the fund valuations as an input to calculating quarterly carried interest revenue.

Continue digitizing

How asset managers use technology to help differentiate the customer experience, the investment process and fend off deeper-pocketed rivals can be a key question for investors. Asset managers should formulate a plan for automation of their processes where possible, which can be critical to achieving financial optimization. Keep your business growing and functioning smoothly while meeting the new regulatory requirements of being a public company by investing in your back-end infrastructure, including necessary software.

Engage external advisors

 

Hiring experienced external advisors early in the IPO process can help give you an objective and professional mechanism for assessing your state of readiness as a public company. Among the tasks outside advisors can help with include IPO readiness assessments, pre- and post-launch US GAAP accounting and SEC financial reporting disclosures, finance/technology functions cost assessments and internal controls.

For more information on navigating the IPO launch process, read “Roadmap for an IPO: A guide to going public”.

 

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