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Chapter 16 delves into what it means for a company to go public through an Initial Public Offering (IPO). It outlines the advantages of raising equity capital, enhancing borrowing capabilities, and the prestige associated with being a publicly traded company. However, it also addresses significant disadvantages such as loss of control, public scrutiny, and high costs associated with the process, averaging around $500,000. Additionally, this chapter discusses various alternatives to going public, underwriter selection, and post-IPO reporting requirements.
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Going Public Chapter 16
Going Public • What does it mean to “go public”? • Initial Public Offering
Advantages • Obtaining New Equity Capital • Enhanced Ability to Borrow • Enhanced Ability to Increase Equity • Liquidity & Valuation • Prestige ad Personal Wealth
Disadvantages • Potential Loss of Control • Public Exposure • Money and Time • Sarbanes-Oxley • Costs
Costs of Going Public • Average cost= $500,000 • SEC Reports • Accounting fees • Legal fees • Underwriter • Underwriter’s discount • SEC fees- .02% • NASD fees- .01% • Printing costs
Alternatives to Going Public • Private Placement of Securities • Restrictive covenants • Liquidation covenants • Bank loans • Drawbacks
Timing of Going Public • Is Company Large Enough? • What is Amount of Earnings and Strength of Financial Performance? • What are the Market Conditions? • How Urgent is the Need for Money? • What are the Needs and Desires of Owners?
Underwriter Selection • Start the “Process” • Select Managing Underwriter • Will develop a syndicate • Mutual contact/referrals • What should you look for? • Reputation • Experience • Cost • Distribution Capacity • Advisory Services
Registration Statement & Cost • Next Step= Planning Meeting • Length of time for registration process • Common hold-ups • Registration Statement • Prospectus • Registration statement • Securities & Exchange Act • Form S-1
The Prospectus • Cover Page • Preliminary • Final • Table of Contents and Executive Summary • Introduction • Risk Factors • Use of Proceeds • Dividend Policy
The Prospectus • Capitalization • Dilution • Financial Data • Business • Management & Owners • Capital Stock • Underwriter Information • Actual Financial Statements
Prodcedure • Red Herring • Comment Letter • Pricing Amendment
Other Issues • Legal Issues • Quiet period • Length • Why? • Blue-sky Qualifications • State laws • Effects
After Going Public • Aftermarket Support • Relationship with Financial Community • Reporting Requirements • 10-Q • 8-K • Sarbanes-Oxley • Proxy Solicitations
Myths • In this market, high-tech is the name of the game • If you’re doing OK, don’t worry about the aftermarket • The analysts will follow you through think and thin • The young entrepreneurial companies will continue to get the spotlight this year
Myths • You need to be profitable to get a high valuation in this market • Of course, you want to be the next Netscape • During your IPO, you’re the center of attention • Somebody knows where the IPO market is headed