Congratulations! You have spent the past 12 months — or possibly longer — building relationships with the Street, including investors, bankers, and sell-side analysts. You refined your presentation deck; drafted the S-1 after spending hours in a room with your attorneys, accountants, and management team; and brought your website and its content up to the caliber of a company that expects to be public soon. You engaged with the buy side during test-the-waters (TTW) meetings and, finally, your confidentially filed S-1 has flipped public.
However, U.S. Securities and Exchange (SEC) regulations require that you wait 15 days before the road show begins — so what do you do now?
Here’s a checklist of items to complete while you wait.
- Build out the investor relations section of your website. This is the IR-focused section of your corporate website, usually six to 10 pages, that will go live the day your shares start trading. It contains corporate governance documents, information about board committees, a section where investors will be able to obtain information about your share price and trading history, SEC financial information, and eventually, a page that will display your covering analysts. There should also be an accessible and highly visible way for investors to sign up for email alerts to receive your future press releases, events notifications, and SEC filings.
- Make final adjustments to your corporate deck. Based on your TTW meetings and investor feedback, you may want to make a few tweaks to your slides if any part of your story was confusing or a stumbling block for investors. And remember, slides that contain a lot of words are not necessarily winners. Less can be more.
- Update your Q&A document. Make sure the questions you received most often during your TTW meetings are reflected in your Q&A document. This document helps the road show team organize clear and succinct answers to frequent investor questions that are in line with the information contained in the S-1.
- Designate spokespeople for the company. Public disclosure of your S-1 could stimulate a flurry of press and investor inquiries. You are technically in a quiet period, so be careful that only authorized company spokespeople respond to these inquiries and that they conform to the SEC’s communication restrictions. News releases may continue to be issued, but only as a part of normal corporate business, and they should not in any way could be construed as helping to promote the IPO. When in doubt about how to respond or if you can respond, consult your legal team for their guidance.
- Start anticipating the share allocation process. Once you begin your road show, institutional investors will begin to build your order book with requests for shares. Review your meeting notes from prior encounters with key investors. Think about the meetings where the investor was fully engaged and asked the right questions. Which portfolio managers and investors really got your story during previous meetings and represent the type of fund that you would like to have as a shareholder? Remember, you don’t have to accept the order book as proposed by your book running banks; you can have input and veto power.
- Be ready to transition to life as a public company. Start the planning process for what your IR program will look like in the coming 12 months post-IPO closing. Include items like a timeline with a rough idea of the investor conferences that you plan to attend, the flow of future news releases that will be issued, the initiation and reporting of data for key clinical trials, the dates for reporting financial results, and important scientific forums or industry trade shows you will attend. And most importantly, strategize about future capital raises and the milestone events that will play a role in determining when a follow-on offering could take place. It is important to integrate your future capital markets activity with the value producing milestones that could occur in the future.
The public reveal of the S-1 filing is an exciting and important time for a private company. It allows investors, competitors, customers, and others to have an in-depth look at your operations. As a public company, this transparency will be a daily obligation. You will be subject to meeting expectations for growth, achieving the goals articulated by management, and complying with a forest of regulations.
Having the experience and guidance of a seasoned IR firm can make a significant impact on your ability to position your company as one of the most respected and admired companies in your sector. Westwicke can help guide you through this exciting time. To learn more, get in touch.
