Guide To Executing A Successful IPO - PwC

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Guide toExecuting asuccessful IPO

Your successis our businessWherever you are on your journey, our globalnetwork can provide you with the right mix ofsector and IPO expertise, along with local andinternational market insights.We’ll work alongside you through theflotation process and help you prepare yourbusiness for life as a public company,regardless of the market you choose to list on.It’s our business to know your business2

ContentsForeword4Introduction5The IPO process6Maximising value at IPO – the equity story9Running an effective dual-track process11Structuring your IPO13Developing an effective tax strategy14Corporate governance in a listed context15Incentivising management16Interacting with the regulator17Managing communication and delivering your message18Life as a listed company19Conclusion20Contacts213

ForewordWelcome to the PwC Guide* to executing a successful IPO.For a business, going public is never a straightforward process. Amongst others, acompany is to be prepared for structural and regulatory requirements as well asfor the demands of external investors. A comprehensive action plan and timetableneeds to be developed, and communications are to be drafted. It involvesmeticulous planning, an appreciation of the often unpredictable nature of thestock market, and a patient but focused drive to achieving the end goal: to be asuccessful publicly listed company.But the rewards can be significant. Given the scope of tasks and the specificcomplexities of the IPO process, however, access to these rewards requires, morethan ever, expert help and advice. Listing a company can be one of the mostchallenging and fulfilling accomplishments a management team can achieve. Thisguide aims to provide a roadmap to IPO, highlighting in a comprehensive fashionall the key steps along the way.The European IPO market currently benefits from strengthened investorsentiment, rising equity markets, low volatility and clearly accelerated GDPgrowth. As a result, the pipeline for 2018 and beyond looks very promising.Interestingly, private equity-backed enterprises continue to find their way toEuropean equity markets, which is a sure sign of health for the industry itself andalso a recognition that there is an appetite for good, strong companies.This is not to say it is simple. The cyclical nature of the IPO market and thesignificant lead time mean it is absolutely imperative that your company issupremely well-prepared. Hence the timeliness of this guide. It takes you throughthe IPO process in a clear and concise way, exploring key issues such as how toposition your business with investors, company structuring, the increased focus oncorporate governance and, importantly, what life is like as a listed company.It’s an exciting process, and one that needs commitment, patience and expertadvice. To that end, we hope you find this guide useful.January 2018*) PwC’s Capital Markets group has developed this publication in cooperation with BVCA.4Executing a successful IPO

IntroductionSince 2012, we have seen a resurgence of IPOs backed by private equity (PE) withover 40% of total European IPO proceeds* being raised from PE-backed investments.Similarly, for the last five years, more than two out of every five IPOs* has been PEbacked, originating primarily from the consumer services, health care, financialand industrial sectors.Despite the slight slowdown in IPOactivity that we have observed during2016, caused by the continued effect ofthese wider global economic andmarket uncertainties as well asspecifically the EU referendum in theUK, the PE-backed IPO pipelineremains strong.The European IPO market currentlybenefits from strengthened investorsentiment, rising equity markets, lowvolatility and clearly accelerated GDPgrowth. Overall, IPO activity in 2018 islikely to reach a post-financial crisishigh and an IPO exit route for a PEinvestment continues to be a viablepath in 2018 and beyond.Going public is an extensivetransformational process for a privatecompany, one that requires a change inthe mind-set of the company as it learnsto run for the benefit of a wider groupof investors and stakeholders andprepares to meet their needs andexpectations.As you take the steps to going public,you will be expected to: Define your company’s positioningin the market and build asupportable and attractive equitystory;Figure 1: European PE-backed IPO activity as a % of total IPOactivity*Figure 1: PE IPO activity as a % of total IPO activity70%Number of PE-backed IPOs as % of total60%Value of PE-backed IPOs as % of totalPE-backed IPO activityas a % of total IPO activityWith PE-backed IPOs increasinglycontributing to (overall stronglygrowing) IPO activity over the periodfrom 2013 to 2017, more companieshave undertaken dual-track processes,with inevitably some businesses optingfor the sale route. This has been moreevident from 2015 where we havewitnessed increased volatility, globalpolitical and economic instability, and afall in oil 162017*) Note: included deals 100m, excluding PIPO’s and transactions on Over-The-Counter exchanges.Source: Dealogic Determine your company’s tax andlegal structure as soon as possible; Select the right management teamand the team of advisers; Revise the governance structureand practices to align with marketstandards and practices; Engage with potential investors andembark on the roadshow to sell thedeal; and Manage communication with theregulator to ensure requiredclearances are obtained.This guide covers certain decisions andissues that come up time and time againduring the IPO process and offersvaluable advice and practical tips thatthe company and its shareholdersshould consider during their IPOplanning process. By thinking of theseearly on, we believe that you canminimise the risk of disruption to anIPO process and maximise the value ofyour business on exit.We hope this helps you and yourportfolio of companies in undertakingyour IPO journey.Introduction5

The IPO processThe IPO process consists of threedistinct parts:A. Planning – understandingyour objectives and honestlyassessing your readiness.B. Execution – running separateIPO workstreams to deliverkey requirements.C. Completion – selling yourbusiness to potentialinvestors.To drive this process it is criticalto have an IPO project leaderidentified who is responsible forbringing the whole processtogether.Although there are various stakeholdersand advisers working with you andsupporting management in the process,a strong and dedicated IPO leader is keyto being able to direct the flow ofinformation. They will be responsiblefor making day-to-day decisions and toensure the control of the process isretained by the company and itsshareholders.Getting startedMany management teams find the IPOprocess daunting. Undergoing anhonest assessment of how ready you areis fundamental to determine what isneeded to get your house in orderbefore you open the doors to publicinspection and scrutiny.What should you assess? Which market – Choosing whereto list is one of the most importantdecisions you will make, whetheryou are planning an IPO or asecondary listing. As the financialmarkets become increasinglyglobal, companies may look outsidetheir local market to achieve theirambitions.Choosing the most appropriatemarket may not be straightforwardand will depend on a number ofquestions including: stage in your company’sdevelopment your overall growth strategyand objectives regulatory requirements oneach exchange (initial andongoing) speed and efficiency of listing cost involved in the initialprocess and ongoing what type of investors may beinterested in your company orsector Index eligibilityFigure 2: The building blocks of going public are as followsDesign road mapDevelop fit for listing agendaUnderstand your objectivesPLANNINGEXECUTIONChanges and evidence ofequity storyStructuring andtaxationAnalystpresentationHistorical financialinformationCorporate governanceand internal controlsPre-deal Intention to floatannouncementFinancial systems andreporting capabilitiesSourcing andsupplier termsPathfinder /preliminaryprospectusBusiness planbudgeting, workingcapitalPropertyand assetsManagementroad showBuild Key Value DriversEarly look investor meetings up to12 months ahead of planned IPO6Executing a successful IPOCOMPLETIONBookbuilding / Pricing

“Decisions are taken quickly during the IPO process often around important aspects suchas the equity story, KPIs, growth opportunities and because the timetable is unforgivingthere is little time to keep the connections and communication lines open with the rest ofthe management team. Ultimately there needs to be a lot of trust between those doing theIPO and those still running the business that the other group is doing the right things.During our IPO process, the most important was early and regular engagement withpotential investors closely followed by getting the right project team and project managerin place from the onset.”Sean Glithero, Chief Financial Officer, Auto Trader Group plc Management team – Do you have theright team not only for your business butalso from an investor standpoint? Keymanagement should have the rightcredentials, know your business and theteam should have depth of experience andexpertise. Investment bank syndicate andother advisers – Successfullycompleting an IPO depends to a greatextent on the quality, commitment andexpertise of the investment bank syndicateand other financial advisers who will beleading the transaction. Whilst you willvery likely have existing relationships andcontacts, it is advisable to run a carefulselection process to ensure that you havethe best possible team on board. Inselecting your bank syndicate, there are anumber of factors which need to beconsidered: experience in successfullyexecuting similar IPOs, the breadth of thedistribution franchise and quality ofinvestor access, and the quality and impactof the research analysts who will be writingabout your business. Choose all youradvisers carefully – credentials areimportant but choose those whounderstand your business drivers andpriorities and those who you can trust andget on with. Financial track record – Do you havefinancial statements in an acceptableGAAP? Are the consolidated financialstatements already prepared and audited?Have you considered acquisitions anddisposals in the three year track recordperiod? Is your segment presentationoptimal in comparison to your peers andcomplimentary to your equity story?While these are questions that concernexternal reporting, they can also be aseasily applied to internal managementreporting. The board and management willneed to get the information they need torun the business and report to the marketon a timely basis. Often this can lead to theredesign of internal reporting packages toensure all key performance indicators arebeing reported up through the business. Governance – Working out what youhave in place against the applicablecorporate governance code is a relativelysimple exercise. Working out how toeffectively remediate gaps is more involvedas no one solution fits all. Executive compensation – Therecontinues to be deep focus on executivecompensation. Therefore a sensible planshould be put in place which both attractsand retains key management but alsorewards them for increasing shareholdervalue. These plans should be comparablewith the industry norm and take intoaccount the tax consequences for theindividual. Related party transactions – Relatedparty dealings will be reported publiclyand therefore all arrangements andtransactions with affiliates such as officers,directors or major shareholders should becaptured, assessed and documented. Thiscan involve lawyers, underwriters andaccountants who will assess existingrelationships for any terms which maydelay regulatory approval or indeed dilutevalue. Tax and structuring – Determiningwho the issuer will be, where it isincorporated, the appropriate taxjurisdiction and the capital structure onIPO are fundamental points to bediscussed at the planning stage so you canunderstand the options available.The IPO process7

Investor relations – Investorrelations is the face of your companyand this function should be embeddedas early on as possible. In this digitalage there are many methods ofcommunication which can be used forestablishing your presence withpotential investors.A successful IPO requires a three-step plan– assessing readiness, planning to be readyand remediating any gaps. Theconsiderations above may not all berelevant in all circumstances and there maybe other areas which can come toprominence during the process. But what isimportant is that change is embeddedquickly so that functioning as a publiclylisted company is as smooth as possible.8Executing a successful IPO“An IPO is a transformational event for anybusiness and you need to be ready to dealwith the additional demands and scrutinythat being a public company brings. Anhonest assessment of IPO readiness is aninvaluable tool for management teams toidentify key issues at an early stage and planremediation actions to address them, therebyminimizing the risk of unforeseen issuesarising during the IPO process, potentiallysaving both time and money.”Jan-Willem de Groot, Director, Capital Markets, PwC

Maximising value at IPO- the equity storyYour IPO is an opportunity foryou to define how your companyis positioned in the market. Evenif you already enjoy a high publicprofile and may have raised debtin the public market, the IPOrepresents a different level ofdisclosure, with a very clearfocus on the future prospects ofyour business. It sets the tone forall subsequent marketinteractions by your companyand provides the criteria againstwhich future performance will bejudged.The basis for this positioning in themarket place is your equity story –which is, in essence, a very clear andcogent explanation as to why investorsshould buy the stock.There is no set formula as to how thisshould be laid out, but in every case thekey is to take the core facts about thebusiness and translate these into a wellsubstantiated rationale for why yourequity story will reliably exhibit certainattractive financial characteristics.Know your investorsThose who need to understand and buyinto your equity story are typicallygeneralist portfolio managers who willbe evaluating each IPO as one potentialfinancial instrument to buy versus allthe other investment opportunitiesavailable to them. This has importantimplications: The business description andselling points need to translateclearly into profit, growth andreturns. Potential investors arebuying a financial instrument withcertain defined characteristics andthe equity story is all aboutsubstantiating those. The total package needs to beattractive in its own right – it is notjust about being strong in a givensector but having a compellingreturns profile. The three “C”s: the equity storyneeds to be crisp, comprehensibleand compelling in a world whereinvestment opportunities are oftencompeting for attention.“Investors arerealistic thatcircumstanceschange andbusinessesevolve, but thedecision torepositionstrategy andKPIs in theaftermarketrequirecarefulmanagement,and wouldlikely raiseconcern ifdone soonafter the IPOwas priced.”Carsten Stäcker,Partner, EquityAdvisory, PwCFigure 3: Framework for equity storyAddressable marketSpecific opportunity and driversWell-supported and sustainabletop-line growthCompetitive market positionBusiness structureOperating efficiencyWell-supported and sustainabletop-line growthScalabilityCapital required to fund growthFinancing structureWell-supported and sustainabletop-line growthStrength of capital managementMaximising value at IPO – the equity story9

Components of the equity story andinvestor focus areasThere is no one right answer as towhat makes an optimal equity storygiven the very broad variety ofbusiness models and sector dynamics.An illustrative framework fortranslating a business plan into anequity story is shown in figure 3.likely be generated by analysts onthe basis of the information to beprovided – to ensure that thecompany will be positioned toreach or beat estimates. Ensuring disclosure is consistentin any refinancing being runconcurrently, or just prior to theIPO.How and when to prepareOnce the syndicate has beenappointed and the IPO process hasbeen formally kicked off, themanagement team will be expected toprovide a detailed presentation of thebusiness to the banks.And lastly, the equity story willendure into listed company life. Themanagement teamwill continue to be measured andmonitored on how they will deliveragainst the strategicpriorities, beat the financial forecastsestablished by analysts in their dealresearch,and show progress against nonfinancial KPIs disclosed at IPO.This presentation is critical as it setsthe tone for how the equity story willbe laid out in all subsequentdisclosure – for example, in theprospectus and the analyst andinvestor presentations. Businessesand their owners should ensure theirequity story is in a good state and wellsubstantiated, ready for thispresentation.Some key preparatory steps couldinclude: Thorough testing of the businessplan, including downsidesensitivities, with managementand stakeholders fully ‘bought in’. Reviewing financial disclosureand segmentation and ensuringthat there is alignment betweenthis and the drivers to be laid outin the equity story for the market. Ensuring the business plan issufficiently sophisticated to beable to respond to detailedpotential bank queries as tooperational performance. Assessing the need for third-partyvalidation (market and otherexperts’ reports) and commencingdiscussions with providers asappropriate. Starting to build a working draftequity story, with the assistance ofexternal advisers as required. Creating a working Q&Adocument, includingidentification of risks andweaknesses and how those aremitigated. Building a ‘research model’ toestablish the forecasts that would10Executing a successful IPO“An IPO is extremely hard work, but for the CEO andCFO it is both a privilege to represent the leadershipteam and can also be fun! We were extremelyfortunate to have a very strong leadership team inour operating companies so we could devoteconsiderable time to the IPO process. You reallymust get a great IPO project manager, but make sureyou truly understand the volume of work post-IPOand staff up accordingly. Early engagement withpotential investors was very beneficial to us inshaping our thoughts about everything from advisersto messaging. You cannot start too early, e.g. wepublished a ‘glossy’ annual report as a privatecompany for the three years prior to our float sofinancial information about our group was already inthe public domain.”Mandy Gradden, Chief Financial Officer; Ascential plcKey takeaways - developing a strong equity story: A powerful equity story translates into profit, growthand returns. Adhere to the 3 C’s – be crisp, comprehensible andcompelling. There is no one right answer as to what makes anoptimal equity story – just make sure it is the rightmessage for you. Test your business plan thoroughly and know andunderstand the risks and mitigations. Walk the talk – you will be measured against theequity story once public.

Running an effectivedual-track processOne of the common requests fromshareholders is their desire foroptionality. Many IPOs are kicked offas part of a dual-track process, with aprivate sales process being openlypublicised or a statement from theshareholder that they would be opento a sale if the opportunity presenteditself.A dual-track process has a number ofkey advantages in that it can setvaluation expectations, increasemarket interest and promote thecompany in the eyes of the investor.Having said that it also adds a degreeof complexity as the sale and IPOprocesses sometimes have conflictinggoals.The following areas of focus areimportant to both an IPO and a saleprocess: Performance metrics – Inboth processes there will be focuson the quality of earnings and keyperformance metrics.Often this manifests itself in thepresentation of an adjustedEBITDA measure which adjustscertain non-cash, non-recurringor exceptional items. Care shouldbe taken over which adjustmentsare presented in the publicoffering documents. Often thisforms the keystone of thepresentation to analysts, ratingagencies and buyside teams. Ifusing non-financial KPIsconsideration should be given tohow robust and consistent thedata is as it will need to stand upto legal verification for a publicprocess. Liquidity and working capital– There will also be considerationof the level of working capitalrequired and amount of debt anddebt-like items on the balancesheet. Leverage ratios are oftenscrutinized by investors on IPOwanting to understand what thecapital structure of the listedgroup will be going forward.Figure 4: Running the transaction phase – example of a ‘dual-track’ processIPO PROCESSMONTH 1MONTH 2MONTH 3MONTH 4MONTH 5Preparation Due diligenceProspectus draftingBusiness plan sessionsLegal documentationMarketing1FilingSyndicate analysts presentationSelect lead bank(s) early: Preparation Investor educationInvestor education commencesRoadshow commencesClosing & IPOIPO PricingSALE PROCESSLaunchtrade riskprocess?Negotiations,final offers2LaunchIPOprocess?Continue bothprocess?FinaldecisionCompletionApproach buyers early: Credible buyers? If not, allows focus on IPOFinalise contractnegotiationsExclusivity fee forpreferred bidderIndicativeoffersFinal binding offersFinalise buyers listExecutionPreparation Drafting of Info MemoVendor due diligenceStapled finance preparedBidders perform ‘top-up’ due diligenceNon-binding offersDistribute info memo and stapled financing proposalSend “Teaser” & Confidentiality AgreementsAn IPO process is public and often results in expressions of interestKey to determine how to accommodate buyer interest whether to ‘dual-track’Running an effective dual-track process11

“To help make the process as efficient and flexible as possible plan early,consider up front all options available and agree key decision points.”Nadja Picard, Partner, Capital Markets, PwC Forecasting – A sale processtends to look out three to fiveyears whereas a working capitalstatement, required for theprospectus will look out 18-24months. There may be slightdifferences in assumptions andoutlook but in the main these twomodels should be produced on arelatively similar basis. Offering Materials – Althoughthere are many requireddisclosures for a prospectus orregistration statement, there arealso many similarities to an offerdocument for a sale. The business,strategy and trend analysis flowthrough both a listing and theselling materials and thereforecan be put together early on in theprocess.While there are some synergies thereare also distinct IPO work streamswhich cannot be left until a decision ismade on which route to progress. Thethree key areas to focus on are: Financial track record – Thethree year historical track recordmust be prepared in accordancewith IFRS for most exchanges,and additional disclosures arerequired for public companies.There is the potential need forinterim financial statementsdepending on the timeframe forlisting, and the segmentalpresentation should support theequity story. Governance – It is important toestablish high quality corporategovernance standards as early onin the process as possible. Thesewill be underpinned by robustmanagement information andmanagement reporting systemsand an experienced board ofdirectors. New directors should be12Executing a successful IPObrought on board as early as possible.This will help to bring them up tospeed and educate them on theculture, commercial and operationalaspects of the business. Planning the optimal companystructure for IPO – Moving from aprivate equity structure to a publiccompany deleveraged model can leadto a change in taxes. This should becarefully considered whenreassessing the tax structure and debtpackage for the IPO.Key takeaways - running an effectivedual-track process Careful and rigorous planning isneeded to protect management andthe demands placed on them fromtwo, sometimes competing,workstreams. Maintaining optionality may come atthe price of being cost effective. Identify a strong project managerwho understands both an IPO and asales process. If undertaking a refinancing, ensurechange of control clauses are flexibleand take into account IPO scenarios. When financial modelling for bothtracks, link the different models andensure they are flexible – it allowschanges and modifications to flowthrough both concurrently.“Optionality is key to pursuing a successful exitstrategy. We have seen only too often the marketsclosing at a moment’s notice so a dual-track processcan help shareholders maintain value and reach asuccessful outcome. If planned well, this dual trackprocess can be a key weapon in beating volatility.”Martin Coenen, Partner, Capital Markets, PwC

Structuring your IPOGetting the right company orgroup structure in place iscritical to driving value andefficiency. Structuringconsiderations should include thefollowing:New company or existing holdingcompany?While both options are possible, wemore often see a new company beingincorporated with the purpose of beingthe issuer of the securities.This new company has the advantage ofproviding a ‘clean’ company forinvestors to invest in. Keyconsiderations would include: Can the existing top company act asthe listing vehicle? The marketability of the issuer’sjurisdiction. The ability to create distributablereserves.Distributable reserves anddividend policyWhen planning for an IPOconsideration should be given toensuring that the issuer has a buffer ofdistributable profits in order to be ableto pay dividends in the future. In ourexperience directors prefer a three tofive year dividend cover to provide theboard with certainty that, subject toavailable cash, they can pay dividendsin the short to medium term.Cash flow in the chainIn the short term, if groups havedividend blocks in the holding chainthey may fund dividends throughloaning of cash to the issuer (which canuse the buffer of distributable reservesthat have been created). This is not,however, a sustainable means offunding dividends long term. Balancesheet restructuring may be needed toaddress deficits and clear the way fordividends to flow through the structurein the future.Accounting frameworkListed groups in Europe are required toprepare consolidated accounts inaccordance with IFRS.Share classes and number of sharesThe Issuer shall ensure that Securitiesof the same class have identical rightsin accordance with NationalRegulations, the Issuer’s articles ofassociation and other roceedsFigure 5: op CompanyHold CompanyHold CompanyTrading SubsidiariesKey takeaways – structuringyour IPO Consider whether an existinggroup company or a newcompany is the best listingvehicle for you. Assess and plan fordistributable reserves early onto ensure there is capacity tosustain the publicizeddividend policy in the short tomedium term. Look at whether there is asustainable route for cash toflow from the tradingcompanies to the holdingcompany, and if there are anydividend blocks in the holdingchain. Consider if the existingnumber of shares and class ofshares can be listed, or if ashare conversion,consolidation or split may berequired.“Taking timeto design theright structuralsolutions willhelp you reachan optimalgroupstructure foryour companythat willultimatelydriveoperationalefficiency andvalue at IPOand beyond.”Oscar Kinders,Partner, Tax, PwC Consider where and how theIPO proceeds will be used andhow those will flow throughthe group structureStructuring your IPO13

Developing an effective taxstrategyThe transition from private topublic company status creates anumber of challenges from adirect taxation perspective.Jurisdiction of the listing vehicleOne of the key questions for mostcompanies seeking a public listing willbe the most appropriate issuer and itsjurisdiction.The drivers behind this selection will betax and non-tax, though it is vital tounderstand that tax aspects will cascadethrough to areas such as corporategovernance, corporate financing andtreasury management, the developmentof intellectual property and location ofnew investment.An important tax factor in the parentlocation is access to double tax treaties,such that cash and profits can be mostefficiently circulated within the groupand the controlled foreign companyrules of the host country.Some of the more traditional parentcompany locations employed, forexample by private equity-ownedcompanies, such as Luxembourg andthe Netherlands have a solid tax systemfor listed companies. For instance, theNetherlands has one of the mostextensive treaty networks to reducewithholding tax payments within thegroup and to institutional investors.Nowadays it is even more required toensure that the operational substance ofthe listing company is aligned with theparent company location and thereforetraditional parent company locations,such as the UK (certainly post-Brexit)or Luxembourg, may require moreattention to maintain all the relevantrequirements from a substanceperspective.Tax strategyPrior to listing, many companies havehad greater flexibility to determine thetax efficiency of their capital structureand freedom in their choice ofcorporate domicile. Conversely, publiccompanies often enjoy wider access tointernational tax treaties.14Executing a successful IPOFor many private companies there is norequirement to have a tax strategy but ithas often formed a valuable part of theequity story.HousekeepingOnce public the market will generallyexpect more time to be devoted to taxman

The IPO process The IPO process consists of three distinct parts: A. Planning – understanding your objectives and honestly assessing your readiness. B. Execution – running separate IPO workstreams to deliver key requirements. C. Completion – selling your business to potential investors. To drive this process it is critical to have an IPO .File Size: 649KB

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